EXHIBIT 3.1

                                                                           FILED
                                                                      Sep 8 1983
                                                              Secretary of State

                          CERTIFICATE OF INCORPORATION

                                       OF

                        ACORN VENTURE CAPITAL CORPORATION


     THE  UNDERSIGNED,   in  order  to  form  a  corporation  for  the  purposes
hereinafter  stated,  under  and  pursuant  to the  provisions  of  the  General
Corporation Law of the State of Delaware, do hereby certify as follows:
 
     FIRST:  The name of the corporation is Acorn Venture  Capital  Corporation.

     SECOND:  The registered  office of the  corporation is to be located at 306
South State Street, in the City of Dover, in the County of Kent, in the State of
Delaware.  The name of its registered agent at that address is the United States
Corporation Company.

     THIRD:  The purpose of the corporation is to (i) advise,  counsel,  consult
with, and otherwise to render significant managerial assistance to, all types of
business  and  corporate  entities  in  their  formation,  growth,  development,
financial planning,  marketing,  management,  practices,  general operation, and
related  activities,  and to supply all manner of goods and services and to take
all other action  necessary to the foregoing,  and (ii) engage in any lawful act
or  activity  for  which  a  corporation  may be  organized  under  the  General
Corporation Law of Delaware.

     FOURTH: The total number of shares of common stock which the corporation is
authorized to issue is 10,000,000, $.01 par value.

     FIFTH: The name and address of the sale incorporator is as follows:

          NAME                     ADDRESS

          Stephen A. Ollendorff    405 Lexington Avenue
                                   New York, New York 10174
<PAGE>

     SIXTH:  The  following  provisions  are inserted for the  management of the
business and for the conduct of the affairs of the corporation,  and for further
definition,  limitation and regulation of the powers of the  corporation  and of
its directors and  stockholders:  

     (1) The number of directors of the  corporation  shall be such as from time
to time shall be fixed by, or in the manner provided in the by-laws. Election of
directors need not be by ballot unless the by-laws so provide.

     (2) The Board of Directors  shall have power  without the assent or vote of
the stockholders:

     (a) To make,  alter,  amend,  change,  add to or repeal the  by-laws of the
corporation;  to fix and vary the amount to be reserved for any proper  purpose;
to authorize and cause to be executed  mortgages and liens upon all or any party
of the property of the corporation;  to determine the use and disposition of any
surplus or net profits;  and to fix the times for the declaration and payment of
dividends.

     (b) To determine from time to time whether, and to what extent, and at what
times and places,  and under what conditions and  regulations,  the accounts and
books of the corporation  (other than the Stock Ledger) or any of them, shall be
open to the inspection of the stockholders.

     (3) The  directors in their  discretion  may submit any contract or act for
approval or  ratification  at any annual meeting of the  stockholders  or at any
meeting of the  stockholders  called for the purpose of considering any such act
or  contract,  and any  contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the  corporation  which is
represented  in person or by proxy at such  meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the corporation and upon all the
stockholders as though it had been approved or ratified by every  stockholder of
the  corporation,  whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.

     (4) In addition to the powers and  authorities  hereinbefore  or by statute
expressly  conferred upon them,  the directors are hereby  empowered to exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  corporation;  subject,  nevertheless,  to the provisions of the statutes of
Delaware, of this certificate,  and to any by-laws from time to time made by the
stockholders;  provided,  however,  that no by-laws so made shall invalidate any
prior act of the  directors  which  would have been valid if such by-law had not
been made.
<PAGE>

     SEVENTH: The corporation shall, to the full extent permitted by Section 145
of the Delaware General Corporation Law, as amended from time to time, indemnify
all persons whom it may indemnify pursuant thereto.

     EIGHTH:  Whenever a  compromise  or  arrangement  is  proposed  between the
corporation  and  its  creditors  or  any  class  of  them  and/or  between  the
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction within the State of Delaware,  may, on the application in a summary
way of the  corporation  or of any  creditor  or  stockholder  thereof or on the
application of any receiver or receivers appointed for the corporation under the
provisions of Section 279 of Title 8 of the Delaware Code or on the  application
of trustees in  dissolution  or of any receiver or receivers  appointed  for the
corporation  under the provisions of Section 279 of Title 8 of the Delaware Code
order  a  meeting  of  the  creditors  or  class  of  creditors,  and/or  of the
stockholders or class of stockholders of the corporation, as the case may be, to
be summoned in such  manner as the said court  directs.  If a majority in number
representing  three-fourths  (3/4)  in  value  of  the  creditors  or  class  of
creditors,   and/or  of  the  stockholders  or  class  of  stockholders  of  the
corporation,  as the case may be, agree to any compromise or arrangement  and to
any  reorganization  of the  corporation as  consequence  of such  compromise or
arrangement,  the said  compromise or  arrangement  and the said  reorganization
shall,  if sanctioned by the court to which the said  application has been made,
be  binding  on all the  creditors  or class  of  creditors,  and/or  on all the
stockholders or class of stockholders,  of the corporation,  as the case may be,
and also on the corporation.

     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 law, and all rights and powers  conferred  herein on
stockholders, directors and officers are subject to this reserved power.

     The  undersigned  incorporator  affirms that the statements made herein are
true  under  the  penalties  of  perjury  and  executes  this   Certificate   of
Incorporation the 7th day of September, 1983.

                                                   Stephen  A.  Ollendorff(L.S.)
                                                   -----------------------------
                                                   Stephen A. Ollendorff
<PAGE>
                                                                      8603300370
                                                                           FILED
                                                                NOV 26 1986 9 AM
                                                              SECRETARY OF STATE

                           CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION OF

                        ACORN VENTURE CAPITAL CORPORATION

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

            Adopted in accordance with the provisions of Section 242
             of the General Corporation Law of the State of Delaware
            --------------------------------------------------------

         I, BERT  SAGER,  President  of ACORN  VENTURE  CAPITAL  CORPORATION,  a
corporation  organized and existing under the laws of the State of Delaware (the
"Corporation"), does hereby certify as follows:

     FIRST:  The Certificate of  Incorporation  of the Corporation is amended to
include a new Article, TENTH, to read as follows:

     "No  director  of  the  Corporation  shall  be  personally  liable  to  the
Corporation  or its  stockholders  for any  monetary  damages  for  breaches  of
fiduciary duty as a director,  provided that this provision  shall not eliminate
or limit the liability of a director (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 General  Corporation  Law of the State of
Delaware;  (iv) for any transaction  from which the director derived an improper
personal  benefit;  or (v) for any  action or  omission  occurring  prior to the
effective date of this Article TENTH."

     SECOND:  Such  amendment  has been  duly  adopted  in  accordance  with the
provisions  of the  General  Corporation  Law of the  State of  Delaware  by the
approval of the holders of a majority of the outstanding shares of capital stock
entitled to vote at an annual meeting of  stockholders  duly called and held for
such purpose.

     IN WITNESS  WHEREOF,  I have  signed this  Certificate  on this 14th day of
November, 1986.

                                                     Bert. Sager
                                                    ----------------------------
                                                     Bert. Sager, President

Attested to:

Stephen A. Ollendorff
----------------------
Secretary
<PAGE>
                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 09/23/1993
                                                             753266111 - 2016590


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                        ACORN VENTURE CAPITAL CORPORATION

     It is hereby certified that:

     1. The name of the corporation  (hereinafter  called the  "Corporation") is
Acorn Venture Capital  Corporation.  

     2. The certificate of incorporation of the Corporation is hereby amended by
striking out Article FOURTH thereof and by  substituting in lieu of said Article
FOURTH the following new Article:  

     "FOURTH:  The total number of shares of common stock which the  Corporation
is authorized to issue is Twenty Million (20,000,000) shares, $.01 par value."

     3. The amendment of the Certificate of  Incorporation  herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General  Corporation Law of the State of Delaware by the approval of the holders
of a majority of the outstanding  shares of capital stock entitled to vote at an
annual meeting of stockholders duly called and held for such purpose. 

     IN  WITNESS  WHEREOF,  we have  signed  this  Certificate  this 21st day of
September,  1993.  

                                                         Stephen  A.  Ollendorff
                                                          ----------------------
                                                          Stephen  A. Ollendorff
                                                                       President

Attest:

Marian E. Gustafson
------------------------
Marian E. Gustafson
Assistant Secretary

<PAGE>



                                                                         8736814
                                                                           FILED
                                                                NOV 13 1997 9 AM
                                                                EDWARD J. FREEL,
                                                              SECRETARY OF STATE
                                                               STATE OF DELAWARE

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                        ACORN VENTURE CAPITAL CORPORATION

     It is hereby certified that:

     1. The name of the corporation  (hereinafter called the "Corporation") is
Acorn Venture Capital Corporation.

     2. The certificate of  incorporation of the Corporation is hereby amended
by  striking  out Article  FIRST  thereof  and by  substituting  in lieu of said
Article FIRST the following new Article:

     "FIRST: The name of the Corporation is ACORN HOLDING CORP."

     3. The amendment of the Certificate of Incorporation herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General  Corporation Law of the State of Delaware by the approval of the holders
of a majority of the  outstanding  shares of capital stock entitled to vote at a
special meeting of stockholders duly called and held for such purpose.

     IN  WITNESS  WHEREOF,  we have  signed  this  Certificate  this  3rd day of
November,  1997. 

                                                           Stephen A. Ollendorff
                                                    ----------------------------
                                                          Stephen A. Ollendorff,
                                                              Chairman and Chief
                                                               Executive Officer

Attest:

Marian E. Gustafson
--------------------------------
Marian E. Gustafson
Assistant Secretary