EXHIBIT 3(A)


                        AMENDMENT TO THE

                  CERTIFICATE OF INCORPORATION OF

                     LATSHAW ENTERPRISES, INC.

     Latshaw Enterprises, Inc. filed a Certificate of Amendment with
the Delaware Secretary of State effective December 18, 1996, amending
Article FOURTH of its Certificate of Incorporation to read in its entirety
as follows:

     FOURTH:  The total number of shares of all classes of stock which
the Corporation shall have authority to issue is One Million Five
Hundred and Thirty Thousand (1,530,000) shares consisting of:

          1.    30,000 shares of Class A Common Stock ("Class A Common
                Stock") of the par value of One Hundred Dollars
                ($100.00) per share;

          2.    1,000,000 shares of Class C Common Stock ("Class C
                Common Stock") of the par value of Two Dollars ($2.00)
                per share; and

          3.    500,000 shares of Preferred Stock without par value.

No holder of shares of any class of stock of the Corporation shall
have any preemptive or other right to subscribe for or purchase any
shares of any class of stock of the Corporation, or any securities
convertible into shares of stock of any class which at any time may be
issued or sold by the Corporation, other than such right, if any, as
the Board of Directors in its discretion may determine.

                        Preferred Stock

     The Preferred Stock may be issued from time to time in one or
more series with such distinctive serial designations and for such
consideration as may be fixed by the Board of Directors.  The
Preferred Stock of all series shall be in all respects entitled to the
same preferences, rights and privileges and subject to the same
qualifications, limitations and restrictions, except that different
series of Preferred Stock may vary with respect to those provisions as
shall be determined and fixed by the Board of Directors as hereinafter
provided.  Each share of Preferred Stock of any one series shall have
the same rights as and be identical in all respects with all the other
shares of Preferred Stock of that series.

     The Board of Directors is empowered, subject to the other
provisions of this Article FOURTH, to determine and fix by resolution
or resolutions providing for the issuance of any series:
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		(a)	The number of shares to constitute such series
	and the designation thereof;

		(b)	The voting powers, full, limited or contingent, if
	any, to which holders of shares of such series shall be entitled;

		(c)	The dividend rate or rates, the conditions and
	dates upon which such dividends shall be payable, the relation
	which such dividends shall bear to the dividends payable on any
	other class or classes or series of stock, and whether such
	dividends shall be cumulative or noncumulative;

		(d)	Whether or not the shares of such series shall be
	redeemable and, if redeemable, the redemption price and the other
	terms and conditions of redemption;

		(e)	The amount, if any, which the shares of such series
	shall be entitled to receive before any distribution or payment
	shall be made to holders of the Class A Common Stock and Class C
	Common Stock in the event of any liquidation, dissolution or
	winding up of the affairs of the Corporation, whether voluntary
	or involuntary, or of any proceedings resulting in any
	distribution of all, or substantially all, of its assets to its
	stockholders;

		(f)	Whether or not the shares of such series shall be
	entitled to the benefit of a sinking or retirement fund to be
	applied to the purchase or redemption of shares of the series,
	and, if so entitled, the amount of such fund and the manner of
	its application, including the price or prices at which the
	shares may be redeemed or purchased through the application of
	such fund;

		(g)	Whether or not the shares of such series shall be
	convertible into, or exchangeable for, shares of any other class
	or classes or of any other series of the same or any other class
	of stock of the Corporation and, if convertible or exchangeable,
	the conversion price or prices or rate or rates of conversion or
	exchange and all other terms and conditions of conversion or
	exchange; and

		(h)	Such other designations, preferences and relative,
	participating, optional or other special rights and
	qualifications, limitations or restrictions thereof as the
	directors may deem advisable and as shall be stated in said
	resolution or resolutions.

               Class A Common Stock and Class C Common Stock

		(a)	The powers, preferences and rights of Class A
	Common Stock and Class C Common Stock, and the qualifications,
	limitations or restrictions thereof, shall be in all respects
	identical, except as otherwise required by law or expressly
	provided in this Certificate of Incorporation.

		(b)	Class A Common Stock and Class C Common Stock may
	be issued from time to time for such consideration not less than
	the par value thereof as may be fixed by the Board of Directors.


		(c)	(1)	At each annual or special meeting of,
	stockholders, each holder of Class A Common Stock shall be entitled
	to one (1) vote in person or by proxy for each share of Class A
	Common Stock standing in his name on the stock transfer records
	of the Corporation and each holder of Class C Common Stock shall be
	entitled to fifty (50) votes in person or by proxy for each share
	of Class C Common Stock standing in his name on the stock
	transfer records of the Corporation except as otherwise provided
	herein or in Article Sixth.

		(2)	Except as otherwise provided herein or required
	by law, the holders of Class A Common Stock and Class C Common
	Stock shall vote together as a single class, subject to any voting
	rights which may be granted to holders of Preferred Stock. 
	Notwithstanding the foregoing, the holders of Class A Common
	Stock and Class C Common Stock shall each be entitled to vote
	separately as a class with respect to (i) amendments to this
	Certificate of Incorporation that alter or change the powers,
	preferences or special rights of the shares of the respective
	classes of stock so as to affect them adversely, (ii) amendments
	to this Certificate of Incorporation changing the number of
	authorized shares of Class C Common Stock, but the holders of
	Class A Common Stock and Class C Common Stock shall vote together
	as a single class in order to change the number of authorized
	shares of Class A Common Stock, and (iii) such other matters as
	may require class votes under the General Corporation Law of the
	State of Delaware.

		(d)	Subject to the rights of the holders of Preferred
	Stock and subject to any other provisions of this Certificate
	of Incorporation as amended from time to time, holders of Class A
	Common Stock and Class C Common Stock shall be entitled to share
	equally, on a per share basis, in any dividends and other
	distributions in cash, stock or property of the Corporation as
	may be declared thereon by the Board of Directors from time to
	time out of assets or funds of the Corporation legally available
	therefor, provided that in the case of dividends or other
	distributions declared that are payable in shares of Class A
	Common Stock or Class C Common Stock, the dividends payable in
	shares of Class A Common Stock shall be payable to only holders
	of Class A Common Stock and the dividends payable in shares of
	Class C Common Stock shall be payable only to holders of Class C
	Common Stock.  The Class A Common Stock may be subdivided or
	combined and stock dividends may be paid on the Class A Common
	Stock without the subdivision or combination or payment of a
	stock dividend or stock split to the holders of Class C Common
	Stock.  Similarly, the Class C Common Stock may be subdivided or
	combined and stock dividends may be paid on the Class C Common
	Stock without the subdivision or combination or payment of a
	stock dividend or stock split to the holders of Class A Common
	Stock.

		(e)	In the event of any liquidation, dissolution or
	winding up of the Corporation, whether voluntary or involuntary,
	after there shall have been paid or set aside for the holders of the
	shares of Preferred Stock and any other class having preference
	over Class A Common Stock and Class C Common Stock in such event
	the full preferential amounts to which they are respectively
	entitled, the remaining net assets of the corporation shall be
	distributed pro rata to the holders of Class A Common Stock and
	Class C Common Stock, in cash or in kind.
	
		(f)	Each share of Class A Common Stock shall have the
	same rights as, and be identical in all respects with, all the
	other shares of Class A Common Stock.  Each share of Class C
	Common Stock shall have the same rights as, and be identical
	in all respects with, all other shares of Class C Common Stock.



                          Reverse Stock Split

	On the effective date of the amendment revising Article FOURTH
and adding this paragraph to Article FOURTH ("Effective Date"), the
number of outstanding shares of Common Stock of the Corporation shall
be reduced so that each fifty (50) shares of Common Stock issued and
outstanding will be automatically reclassified, combined, and
converted into one (1) share of Class A Common Stock of the par value
of One Hundred Dollars ($100.00) per share.  No fractions of shares
will be issued, and on the Effective Date, stockholders otherwise
entitled to receive fractions of shares, unless and until such
fractions of shares are combined with other fractions of shares
resulting in full shares within a period of time to be set by the
Corporation's Board of Directors, shall have no further interest as
stockholders in respect of such fractions of shares and shall be
entitled to receive from the Corporation in cash the fair value, as
determined by the Board of Directors, of such fractions of shares.