EXHIBIT 3(B)


                   CERTIFICATE OF INCORPORATION OF

                       LATSHAW ENTERPRISES, INC.,

                             AS AMENDED

	FIRST:  The name of the corporation is Latshaw Enterprises, Inc.

	SECOND:  The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of Wilmington,
County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

	THIRD:  The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the
General Corporation Law of Delaware.

	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:

		(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.

	FIFTH:  The names and mailing addresses of the incorporators are
as follows:

               Name                   Mailing Address

          Oscar S. Brewer            27th Floor, Commerce Tower
                                     Kansas City, Missouri  64199

          Theodore C. Beckett        27th Floor, Commerce Tower
                                     Kansas City, Missouri  64199

          Hudson Lee McGuire, Jr.    27th Floor, Commerce Tower
                                     Kansas City, Missouri 64199

         SIXTH:  At all elections of directors of the corporation each
holder of stock entitled to vote thereon shall be entitled to as many
votes as shall equal the number of votes which (except for this
provision as to cumulative voting) such holder would be entitled to
cast for the election of directors with respect to the shares of stock
of such holder multiplied by the number of directors to be elected. 
Such holder may cast all of such votes for a single director or may
distribute them among the number to be voted for or for any two or
more of them as such holder may see fit.

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

          1.   To make, alter, amend or repeal the By-Laws of
               the corporation; and

          2.   To set apart out of any of the money or funds of
               the corporation available for dividends a reserve
               or reserves for any proper purpose or to abolish
               any such reserve in the manner in which it was
               created.

The By-laws of the corporation may be altered, amended or repealed by
the stockholders of the corporation only upon the affirmative vote of
three-fourths (3/4) or more of the total number of outstanding shares of
the corporation entitled to vote thereon.

	EIGHTH:  Any merger or consolidation of this corporation with
another corporation for which stockholder approval is required by the
laws of the State of Delaware, and any sale, lease or exchange of all
or substantially all of the property and assets of this corporation,
including its good will and its corporate franchises, and any
dissolution of this corporation, may be approved only by the
affirmative vote of three-fourths (3/4) or more of the total number of
outstanding shares of the corporation entitled to vote thereon.

	NINTH:  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 hereby are granted subject
to this reservation, provided, however, that the provisions of Article
SIXTH, Article EIGHTH or this Article NINTH of this Certificate of
Incorporation may be amended only by the affirmative vote of
three-fourths (3/4) or more of the total number of outstanding shares of
the corporation entitled to vote upon such amendment.

	TENTH:  The business and affairs of this corporation shall be
managed by or under the direction of its Board of Directors.  The
total number of directors which shall constitute the whole Board of
Directors shall be fixed from time to time in the By-laws, such number
of directors in no event to exceed twelve (12) persons.  The directors
shall be divided into three classes, as nearly equal in number as
possible, to be designated as Class A, Class B and Class C.  At the
annual meeting of the stockholders to be held on March 7, 1975, or at
any adjournment thereof, the Class A directors shall be elected for a
term of one year, the Class B directors shall be elected for a term of
two years, and the Class C directors shall be elected for a term of
three years.  At each annual election thereafter, the successors to
the class of directors whose terms expire in that year shall be
elected for terms of three years.

	Directors must be stockholders of the corporation, but there
shall be no other qualifications for election as directors.  Each
director shall hold office for the term for which he is elected and
qualified, or until his earlier resignation or removal.

	Any director or the entire Board of Directors may be removed only
for cause by the holders of a majority of the shares of the
corporation then entitled to vote at an election of directors.

	A majority of the total number of directors of the corporation
shall constitute a quorum for the transaction of business, and the
vote of a majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.


	The provisions of this Article TENTH may be amended, altered or
repealed only by the affirmative vote of three-fourths (3/4) or more of
the total number of outstanding shares of the corporation entitled to
vote upon such amendment.

	ELEVENTH:  No action required to be taken or which may be taken
at any annual or special meeting of the stockholders of the
corporation may be taken without a vote of stockholders cast at such
meeting and the power of stockholders to consent in writing to the
taking of any action without a meeting and without a vote is
specifically denied.

	The provisions of this Article ELEVENTH may be amended, altered
or repealed only by the affirmative vote of three-fourths (3/4) or more
of the total number of outstanding shares of the corporation entitled
to vote upon such amendment.

	TWELFTH:  (a)  A director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director
derived an improper personal benefit.

                  (b)  The corporation shall, unless prohibited by law,
indemnify any person who is or was a director or officer, or is or was
serving at the request of the corporation as a director or officer of
another corporation or organization, against all expenses paid or
incurred by him in connection with, arising out of or resulting from
any threatened, pending or completed claim, action, suit or
proceeding, whether civil, criminal, administrative or investigative,
and whether brought by or in the right of the corporation or such
other corporation, organization or otherwise, which he may be
involved, or threatened to be involved, as a party or otherwise, by
reason of the fact that he is or was a director or officer, provided
such person did not act in bad faith or in a manner he believed
opposed to the best interests of the corporation.  The termination of
any claim, action, suit or proceeding by judgment, order, settlement
(whether with or without court approval), conviction, or upon a plea
of guilty or of nolo contendere or its equivalent shall not create a
presumption that such person did not meet the standard of conduct set
forth in this paragraph (b).  As used in this Article TWELFTH the term
"expenses" shall include, but not be limited to, all liabilities,
costs, attorneys' fees and disbursements, amounts of judgments, fines
or penalties against, and amounts paid in settlement by, such person.

                  (c)  Any indemnification under paragraph (b) of this
Article TWELFTH shall be made by the corporation upon a determination
that the person claiming indemnification under said paragraph (b) is
entitled to indemnification under the provisions of said paragraph.
Such determination shall be made, after ten (10) days prior written
notice by the corporation to the person claiming indemnification, by
either (i) a majority vote of a quorum consisting of directors of the
corporation who were not parties to such claim, action, suit or
proceeding or (ii) independent legal counsel selected by the Board of
Directors, who may be regular counsel for the corporation, which
independent counsel shall be approved in writing by the person
claiming indemnification (which approval may not be unreasonably
withheld), in a written opinion delivered to the corporation.  Such
determination shall be made by said counsel if (A) the quorum of
directors described in (i) above is not obtainable, or, even if
obtainable, such a quorum so directs, or (B) the person claiming
indemnification so directs by written notice to the corporation no
later than ten (10) days after receipt by such person of written
notice from the corporation that a determination is to be made.

                  (d)  Notwithstanding the provisions of paragraphs (b)
and (c) of this Article TWELFTH, to the extent that any person who is
or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director or officer of another
corporation or organization, has been successful on the merits or
otherwise with respect to any claim, action, suit or proceeding of the
character described in paragraph (b), or with respect to any issue or
matter therein, such person shall be indemnified by the corporation
against all expenses, as defined in paragraph (b), paid or incurred by
him in connection therewith.

                  (e)  The rights to indemnification, advancement of
expenses and limitation of personal liability provided by this Article
TWELFTH shall not be deemed exclusive of any other rights to which any
person who is or was a director or officer of the corporation, or is
or was serving at the request of the corporation as a director or
officer of another corporation or organization, may be entitled under
by-law, agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as
to a person who ceased to be a director or officer, and shall inure to
the benefit of the heirs, executors and administrators of such a
person.  The rights to indemnification, advancement of expenses and
limitation of personal liability provided by this Article TWELFTH
shall continue as to a person who ceased to be a director or officer
for an unlimited period of time from and after the time such person
ceased to be a director or officer and shall not be reduced or
impaired in any way by any amendment, alteration, change or repeal of
the By-laws or Certificate of Incorporation of the corporation which
may occur subsequent to the time such person ceased to be a director
or officer.

                  (f)  The corporation may, to the extent permitted from
time to time by applicable law, enter into indemnification agreements
with such persons described in paragraph (b) as the Board of Directors
may from time to time determine, to indemnify such persons from and
against any or all expenses, as defined in paragraph (b), that any
such person may at any time pay or incur by reason of the fact he is
or was a director or officer of the corporation, or he is or was
serving at the request of the corporation as a director of officer of
another corporation or organization.

                  (g)  The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation or
organization, against any liability asserted against him and incurred
by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him
against such liability on behalf of such person under the provisions
of this Article TWELFTH.  For purposes of this Article TWELFTH,
"insurance on behalf of" any such person shall mean both insurance
directly insuring such person against any such liability and insurance
insuring the corporation's payment of its indemnification obligations
to such person under this Article TWELFTH or under the General
Corporation Law of the State of Delaware.  In the event that insurance
on behalf of any such person is in effect immediately prior to the
time such person ceased to be a director or officer, the corporation
shall continue to maintain in effect such insurance on behalf of such
person, or other similar policies of insurance, which policies (i)
will continue in effect for a period of not less than six years from
and after the time when such person ceased to be a director or
officer, in amounts not less than the amounts in effect immediately
prior to the time when he ceased to be a director or officer, (ii)
will have insuring clauses, retention amounts and exclusions not less
favorable than those contained in the insurance policies in effect
immediately prior to the time when he ceased to be a director or
officer, (iii) will have discovery clauses guaranteeing extension of
coverage for a three year period after any cancellation of such
policies by the insurers, and (iv) will provide that any notification
given by the insurers under said policies shall also be given to the
person who ceased to be a director or officer.  The rights to
continuation of insurance coverage provided by this paragraph (g)
shall not be reduced or impaired in any way by any amendment,
alteration, change or repeal of the By-laws or Certificate of
Incorporation of the corporation which may occur subsequent to the
time such person ceased to be a director or officer.

                  (h)  Expenses incurred by any person who is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another
corporation or organization, in defending a civil or criminal action,
suit or proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt by
the corporation of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the corporation as provided
in this Article TWELFTH.

                  (i)  All rights provided any officer or director by
this Article TWELFTH shall be contract rights.  No amendment,
alteration, addition, change or repeal of this Article TWELFTH, of any
other Article of the Certificate of Incorporation or of the By-laws
shall in any way increase the personal liability or alleged personal
liability of any director of the corporation or in any way impair or
reduce the rights to indemnification or advancement of expenses
provided by this Article TWELFTH to any officer or director, with
respect to any acts or omissions of such officer or director occurring
prior to such amendment, alteration, addition, change or repeal.

                  (j)  For purposes of this Article TWELFTH, references
to "the corporation" shall include, in addition to the resulting or
surviving corporation in a consolidation or merger, any constituent
corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had,
continued, would have had power and authority to indemnify its
directors and officers, so that any person who is or was a director or
officer of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director or officer of
another corporation or organization, shall stand in the same position
under the provisions of this Article TWELFTH with respect to the
resulting or surviving corporation as he would have with respect to
such constituent corporation if its separate existence had continued.

                  (k)  In the event that any part of this Article TWELFTH
shall be found in any action, suit or proceeding to be invalid or
ineffective, the validity and the effect of the remaining parts shall
not be affected and the corporation shall indemnify such directors or
officers to the full extent required by the remaining parts of this
Article TWELFTH, or to the full extent permitted by the General
Corporation Law of the State of Delaware, whichever results in greater
recovery to such directors or officers.