EXHIBIT 3(i).1

                                                                      7180684007
                                                                           FILED
                                                                      MAR 4 1988
                                                                             9AM

                          CERTIFICATE OF INCORPORATION
                                       OF
                             SHERRY LYN CORPORATION

                             ----------------------

1. The Name of the Corporation is:

        SHERRY LYN CORPORATION

2. The address of its registered  office in the State of Delaware is 1013 Centre
Road in the City of Wilmington, County of New Castle. The name of its registered
agent at such address is CORPORATION SERVICE COMPANY.

3. The nature of the business or purposes to be conducted or promoted is:

     To engage in any  lawful  act or  activity  for which  corporations  may be
organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the Corporation shall have autority
to issue is Fify Million  (50,000,000)  and the par value of each such shares is
one tenth of one cent  ($0.001)  amounting in the  aggregate  to Fifty  Thousand
Dollars ($50,000).

5. The name and mailing address of the incorporator is as follows:

                NAME            MAILING ADDRESS

                Eric Newian     4835 Lyndon-B-Johnson-Freeway
                                Suite 825
                                Dallas, Texas 75244

6. The Corporation is to have perpetual existence.

7. In furtherance  of and not in limitation of the powers  conferred by statute,
the Board of Directors is expressly authorized:

     To make, alter or repeat the Bylaws of the Corporation.



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8. Elections of directors need not be by written ballot unless the Bylaws of the
Corporation shall so provide.

Meetings of stockholders may be held within or without the State of Delaware, as
the Bylaws may provide. The books of the Corporation may be kept (subject to any
provisions  contained  in the  statutes)  outside  the State of Delaware at such
place or places as may be designated from time to time by the Board of Directors
or in the Bylaws of the Corporation.

9. The  Corporation  reserves  the right to amend,  alter,  change or repeal any
provision  contained in this Certificate of Incorporation,  in the manner now or
hereafter  prescribed by statute,  and all rights  conferred  upon  stockholders
herein are granted subject to this reservation.

10.  Directors of the Corporation  shall not be liable to the Corporation or its
stockholders  for  damages  for breach of  fiduciary  duty,  unless  such breach
involves a breach of duty of  loyalty,  acts or  omissions  not in good faith or
which involve  intentional  misconduct or a knowing  violation of law or involve
unlawful payment from which the director derived an improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinafter named, for the purpose of
forming a corporation  pursuant to the General  Corporation  Law of the State of
Delaware,  do make this certificate,  hereby declaring and certifying this is my
act and deed and the facts herein stated are true, and accordingly have hereunto
set my hand this 3rd day of March, 1988.


                                        /s/ Eric Newian
                                        --------------------------
                                        Eric Newian