RESTATED CERTIFICATE OF INCORPORATION

                              of

                       AQUARION COMPANY
                       ----------------

                Pursuant to Section 245 of the 
       General Corporation Law of the State of Delaware



      AQUARION COMPANY, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, hereby
certifies as follows:

      1.    The present name of the corporation is AQUARION COMPANY (the
"Corporation").  The Corporation was originally incorporated under the
name THE HYDRAULIC COMPANY, and the date of filing of the original
Certificate of Incorporation of the Corporation with the Secretary of
State of the State of Delaware was October 17, 1968.

      2.    The provisions of the Certificate of Incorporation of the
Corporation are hereby restated and integrated into the single instrument
that is hereinafter set forth, and that is entitled "Restated Certificate
of Incorporation of Aquarion Company."

      3.    The restatement of the Certificate of Incorporation herein
certified has been duly adopted and approved by the Board of Directors
without a vote of the stockholders in accordance with the provisions of
Section 245 of the Delaware General Corporation Law.

      4.    The Restated Certificate of Incorporation of
Aquarion Company only restates and integrates and does not
further amend the provisions of the Corporation's Certificate
of Incorporation as heretofore amended or supplemented, and
there is no discrepancy between those provisions and the
provisions of the Restated Certificate of Incorporation of
Aquarion Company.



<PAGE>
 
             RESTATED CERTIFICATE OF INCORPORATION

                              of

                       AQUARION COMPANY
                       ----------------


     Article 1.     The name of the Corporation is AQUARION COMPANY. 
    ----------

     Article 2.     The address of the Corporation's 
     ---------
registered office in the State of Delaware is 229 South State
Street, City of Dover, County of Kent.  The name of the
Corporation s registered agent at such address is The
Prentice-Hall Corporation System, Inc.

     Article 3.     The nature of the business and the 
     ----------
purposes to be conducted and promoted by the Corporation are
to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the
State of Delaware.

     Article 4.     The amount of the total authorized capital 
     ----------
stock of Corporation shall be 2,500,000 shares of preferred
stock, no par value, provided that the Corporation shall not
issue shares of such Preferred Stock if such issue would
increase the aggregate stated value of the Corporation s
issued and outstanding Preferred Stock to an amount in excess
of 25,000,000 and 16,000,000 shares of Common Stock, no par
value.  Holders of Common Stock shall have no pre-emptive
rights to subscribe to any future issues of shares of Common
Stock.  The Board of Directors shall be empowered to issue and
dispose of both the Preferred Stock and the Common Stock from
time to time with such voting powers, full or limited, or no
voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and
qualifications, limitations and restrictions thereof as the
Board may provide for in the resolution or resolutions
providing for the issue of such stock adopted by the Board of
Directors.

     Series B Junior Participating Preferred Stock:  
     ---------------------------------------------
     Section a.  Designation and Amount.  The shares of such 
                 ----------------------
series shall be designated as "Series B Junior Participating
Preferred Stock" (the "Series B Preferred Stock") and the
number of shares constituting the Series B Preferred Stock
shall be 100,000.  Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, 
                                                   --------
that no decrease shall reduce the number of shares of Series B
Preferred Stock to a number less than the number of shares
then outstanding plus the number of shares reserved for

<PAGE>
 
                              -2-

issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities
issued by the Company convertible into Series B Preferred
Stock.  Shares of Series B Preferred Stock shall have a stated
capital of $10.00 per share, which for purposes of Article 4
of the Certificate of Incorporation shall constitute the
"stated value" of such shares.

     Section b.  Dividends and Distributions.
                 ---------------------------
     (1)  Subject to the rights of the holders of any shares
of any series of Preferred Stock of the Company (the
"Preferred Stock") (or any similar stock) ranking prior and
superior to the Series B Preferred Stock with respect to
dividends, the holders of shares of Series B Preferred Stock,
in preference to the holders of Common Stock, no par value ($1
per share stated value) of the Company (the "Common Stock")
and of any other stock of the Company ranking junior to the
Series B Preferred Stock, shall be entitled to receive, when,
as and if declared by the Board of Directors out of funds
legally available for the purpose, quarterly dividends payable
in cash on the last day of January, April, July, and October
in each year (each such date being referred to herein as a
"Dividend Payment Date"), commencing on the first Dividend
Payment Date after the first issuance of a share or fraction
of a share of Series B Preferred Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (a) $1
or (b) subject to the provision for adjustment hereinafter set
forth, 100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of
Common Stock, declared on the Common Stock since the
immediately preceding Dividend Payment Date or, with respect
to the first Dividend Payment Date, since the first issuance
of any share or fraction of a share of Series B Preferred
Stock.  In the event the Company shall at any time after June
25, 1996 declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or
combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise than by payment
of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such
case the amount to which holders of shares of Series B
Preferred Stock were entitled immediately prior to such event
under clause (b) of the preceding sentence shall be adjusted
by multiplying such amount by a fraction, the numerator of
which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.

     (2)  The Company shall declare a dividend or distribution
on the Series B Preferred Stock as provided in paragraph (A)
of this Section immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend
payable in shares of Common Stock); provided that, in the

<PAGE>
 
                              -3-

event no dividend or distribution shall have been declared on
the Common Stock during the period between any Dividend
Payment Date and the next subsequent Dividend Payment Date, a
dividend of $1 per share on the Series B Preferred Stock shall
nevertheless be payable, when, as and if declared, on such
subsequent Dividend Payment Date.

     (3)  Dividends shall begin to accrue and be cumulative,
whether or not earned or declared, on outstanding shares of
Series B Preferred Stock from the Dividend Payment Date next
preceding the date of issue of such shares, unless the date of
issue of such shares is prior to the record date for the first
Dividend Payment Date, in which case dividends on such shares
shall begin to accrue from the date of issue of such shares,
or unless the date of issue is a Dividend Payment Date or is a
date after the record date for the determination of holders of
shares of Series B Preferred Stock entitled to receive a
quarterly dividend and before such Dividend Payment Date, in
either of which events such dividends shall begin to accrue
and be cumulative from such Dividend Payment Date.  Accrued
but unpaid dividends shall not bear interest.  Dividends paid
on the shares of Series B Preferred Stock in an amount less
than the total amount of such dividends at the time accrued
and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for
the determination of holders of shares of Series B Preferred
Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not
more than 60 days prior to the date fixed for the payment
thereof.

     Section c.  Voting Rights.  The holders of shares of 
                 -------------
Series B Preferred Stock shall have the following voting
rights:

          (1)  Subject to the provision for adjustment
hereinafter set forth and except as otherwise provided in the
Certificate of Incorporation or required by law, each share of
Series B Preferred Stock shall entitle the holder thereof to
100 votes on all matters upon which the holders of the Common
Stock of the Company are entitled to vote.  In the event the
Company shall at any time after June 25, 1996 declare or pay
any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification
or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common
Stock, then in each such case the number of votes per share to
which holders of shares of Series B Preferred Stock were
entitled immediately prior to such event shall be adjusted by
multiplying such number by a fraction, the numerator of which
is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding
immediately prior to such event.

<PAGE>
 
                              -4-

          (2)  Except as otherwise provided herein, in the
Certificate of Incorporation or in any other Certificate of
Designations creating a series of Preferred Stock or any
similar stock, and except as otherwise required by law, the
holders of shares of Series B Preferred Stock and the holders
of shares of Common Stock and any other capital stock of the
Company having general voting rights shall vote together as
one class on all matters submitted to a vote of stockholders
of the Company.

          (3)  Except as set forth herein, or as otherwise
provided by law, holders of Series B Preferred Stock shall
have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with
holders of Common Stock as set forth herein) for taking any
corporate action.

     Section d.  Certain Restrictions.
                 --------------------
          (1)  Whenever quarterly dividends or other dividends
or distributions payable on the Series B Preferred Stock as
provided in Section 2 are in arrears, thereafter and until all
accrued and unpaid dividends and distributions, whether or not
earned or declared, on shares of Series B Preferred Stock
outstanding shall have been paid in full, the Company shall
not:

               (a)  declare or pay dividends, or make any
other distributions, on any shares of stock ranking junior (as
to dividends) to the Series B Preferred Stock;

               (b)  declare or pay dividends, or make any
other distributions, on any shares of stock ranking on a
parity (as to dividends) with the Series B Preferred Stock,
except dividends paid ratably on the Series B Preferred Stock
and all such parity stock on which dividends are payable or in
arrears in proportion to the total amounts to which the
holders of all such shares are then entitled;

               (c)  redeem or purchase or otherwise acquire
for consideration shares of any stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding
up) to the Series B Preferred Stock, provided that the Company
may at any time redeem, purchase or otherwise acquire shares
of any such junior stock in exchange for shares of any stock
of the Company ranking junior (as to dividends and upon
dissolution, liquidation or winding up) to the Series B
Preferred Stock or rights, warrants or options to acquire such
junior stock;

               (d)  redeem or purchase or otherwise acquire
for consideration any shares of Series B Preferred Stock, or
any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with
the Series B Preferred Stock, except in accordance with a
purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such

<PAGE>
 
                              -5-

shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and
other relative rights and preferences of the respective series
and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or
classes.

          (2)  The Company shall not permit any subsidiary of
the Company to purchase or otherwise acquire for consideration
any shares of stock of the Company unless the Company could,
under paragraph (A) of this Section d, purchase or otherwise
acquire such shares at such time and in such manner.

     Section e.  Reacquired Shares.  Any shares of Series B 
                 -----------------
Preferred Stock purchased or otherwise acquired by the Company
in any manner whatsoever shall be retired and canceled
promptly after the acquisition thereof.  All such shares shall
upon their retirement become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of
the Board of Directors, subject to any conditions and
restrictions on issuance set forth herein.

     Section f.  Liquidation, Dissolution or Winding Up. Upon
any liquidation, dissolution or winding up of the Company, no
distribution shall be made (A) to the holders of the Common
Stock or of shares of any other stock of the Company ranking
junior, upon liquidation, dissolution or winding up, to the
Series B Preferred Stock unless, prior thereto, the holders of
shares of Series B Preferred Stock shall have received $100
per share, plus an amount equal to accrued and unpaid
dividends and distributions thereon, whether or not earned or
declared, to the date of such payment, provided that the
holders of shares of Series B Preferred Stock shall be
entitled to receive an aggregate amount per share, subject to
the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount to be distributed per share to
holders of shares of Common Stock, or (B) to the holders of
shares of stock ranking on a parity upon liquidation,
dissolution or winding up with the Series B Preferred Stock,
except distributions made ratably on the Series B Preferred
Stock and all such parity stock in pro-portion to the total
amounts to which the holders of all such shares are entitled
upon such liquidation, dissolution or winding up.  In the
event, however, that there are not sufficient assets available
to permit payment in full of the Series B liquidation
preference and the liquidation preferences of all other
classes and series of stock of the Company, if any, that rank
on a parity with the Series B Preferred Stock in respect
thereof, then the assets available for such distribution shall
be distributed ratably to the holders of the Series B
Preferred Stock and the holders of such parity shares in the
proportion to their respective liquidation preferences.  In
the event the Company shall at any time after June 25, 1996
declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination

<PAGE>
 
                              -6-

or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the aggregate
amount to which holders of shares of Series B Preferred Stock
were entitled immediately prior to such event under the
proviso in clause (A) of the preceding sentence shall be
adjusted by multiplying such amount by a fraction the
numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator
of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     Section g.  Consolidation, Merger, etc.  In case the 
                 --------------------------
Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common
Stock are converted into, exchanged for or changed into other
stock or securities, cash and/or any other property, then in
any such case each share of Series B Preferred Stock shall at
the same time be similarly converted into, exchanged for or
changed into an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the
aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or
for which each share of Common Stock is converted, exchanged
or converted.  In the event the Company shall at any time
after June 25, 1996 declare or pay any dividend on the Common
Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in
each such case the amount set forth in the preceding sentence
with respect to the conversion, exchange or change of shares
of Series B Preferred Stock shall be adjusted by multiplying
such amount by a fraction, the numerator of which is the
number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior
to such event.

     Section h.  No Redemption. The shares of Series B 
                 -------------
Preferred Stock shall not be redeemable from any holder.

     Section i.  Rank.  The Series B Preferred Stock shall 
                 ----
rank, with respect to the payment of dividends and the
distribution of assets upon liquidation dissolution or winding
up of the Company, junior to all other series of Preferred
Stock and senior to the Common Stock.

     Section j.  Amendment.  If any proposed amendment to the 
                 ---------
Certificate of Incorporation (including this Certificate of
Designations) would alter, change or repeal any of the

<PAGE>
 
                              -7-

preferences, powers or special rights given to the Series B
Preferred Stock so as to affect the Series B Preferred Stock
adversely, then the holders of the Series B Preferred Stock
shall be entitled to vote separately as a class upon such
amendment, and the affirmative vote of two-thirds of the
outstanding shares of the Series B Preferred Stock, voting
separately as a class, shall be necessary for the adoption
thereof, in addition to such other vote as may be required by
the General Corporation Law of the State of Delaware.

     Section k.  Fractional Shares.  Series B Preferred Stock 
                 -----------------
may be issued in fractions of a share that shall entitle the
holder, in proportion to such holder's fractional shares, to
exercise voting rights, receive dividends, participate in
distributions and to have the benefit of all other rights of
holders of Series B Preferred Stock.

     Article 5.     The vote of the stockholders of the 
     ---------
Corporation required to approve any Business Combination shall
be as set forth in this Article 5.  The term "Business
Combination" shall have the meaning ascribed to it in
Paragraph 1.(B) of this Article.  Each other capitalized term
shall have the meaning ascribed to it in Paragraph 3 of this
Article.

     1.   (A)  In addition to any affirmative vote required by
law or this Restated Certificate of Incorporation and except
as otherwise expressly provided in Paragraph 2 of this Article
5:

                    (1)  any merger or consolidation of the
Corporation or any Subsidiary with (i) any Interested
Stockholder or (ii) any other Person (whether or not itself an
Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate of an Interested
Stockholder; or

               (2)  any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or a
series of transactions) to or with any Interested Stockholder
or any Affiliate of any Interested Stockholder of assets of
the Corporation or any Subsidiary having an aggregate Fair
Market Value of $5,000,000 or more; or

               (3)  the issuance or transfer by the
Corporation or any Subsidiary (in one transaction or a series
of transactions) of any securities of the Corporation or any
Subsidiary to any Interested Stockholder or any Affiliate of
any Interested Stockholder in exchange for cash, securities or
other property (or a combination thereof) having an aggregate
Fair Market Value of $5,000,000 or more, other than the
issuance of securities upon the conversion of convertible
securities of the Corporation or any Subsidiary which were not
acquired by such Interested Stockholder (or such Affiliate)
from the Corporation or a Subsidiary; or

<PAGE>
 
                              -8-

               (4)  the adoption of any plan or proposal for
the liquidation or dissolution of the Corporation proposed by
or on behalf of an Interested Stockholder or any Affiliate of
any Interested Stockholder; or

               (5)  any transaction involving the Corporation
or any Subsidiary (whether or not with or into or otherwise
involving an Interested Stockholder), and including, without
limitation, any reclassification of securities (including any
reverse stock split), or recapitalization or reorganization of
the Corporation, or any merger or consolidation of the
Corporation with any of its Subsidiaries or any self tender
offer for or repurchase of securities of the Corporation by
the Corporation or any Subsidiary or any other transaction
(whether or not with or into or otherwise involving an
Interested Stockholder), which in any such case has the
effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
equity securities or securities convertible into equity
securities of the Corporation or any Subsidiary which is
directly or indirectly beneficially owned by any Interested
Stockholder or any Affiliate of any Interested Stockholder;

shall require the affirmative vote of the holders of at least
80 percent of the combined voting power of the then
outstanding shares of the Voting Stock, in each case voting
together as a single class (it being understood that for
purposes of this Article 5, each share of the Voting Stock
shall have the number of votes granted to it pursuant to
Article 4 of this Restated Certificate of Incorporation or any
designation of the rights, powers and preferences of any class
or series of Preferred Stock made pursuant to said Article 4
(a "Preferred Stock Designation")), which vote shall include
the affirmative vote of at least two-thirds (2/3) of the
combined voting power of the outstanding shares of Voting
Stock held by stockholders other than the Interested
Stockholder.  Such affirmative vote shall be required
notwithstanding any provision of law or any other provision of
this Restated Certificate of Incorporation or any agreement
with any national securities exchange or otherwise which might
permit a lesser vote or no vote and in addition to any
affirmative vote required of the holders of any class or
series of Voting Stock pursuant to law, this Restated
Certificate of Incorporation or any Preferred Stock
Designation.

          (B)  The term "Business Combination" as used in this
Article 5 shall mean any transaction that is referred to in
any one or more clauses (1) through (5) of Paragraph 1.(A) of
this Article.

     2.   The provisions of Paragraph 1.(A) of this Article 5
shall not be applicable to any particular Business
Combination, and such Business Combination shall require only
such affirmative vote as is required by law, any other
provision of this Restated Certificate of Incorporation, any
Preferred Stock Designation or any agreement with any national

<PAGE>
 
                              -9-

securities exchange, if, in the case of a Business Combination
that does not involve any cash or other consideration being
received by the stockholders of the Corporation, solely in
their respective capacities as stockholders of the
Corporation, the condition specified in the following
paragraph (A) is met, or, in the case of any other Business
Combination, the conditions specified in the following
paragraph (A) or the conditions specified in the following
paragraph (B) are met:

          (A)  such Business Combination shall have been
approved by a majority of the Disinterested Directors, or

          (B)  each of the five conditions specified in the
following clauses (1) through (5) shall have been met:

               (1)  the aggregate amount of the cash and the
Fair Market Value as of the Consummation Date of any
consideration other than cash to be received per share by
holders of Common Stock in such Business Combination shall be
at least equal to the highest of the following (it being
intended that the requirements of this clause (B)(1) shall be
required to be met with respect to all shares of Common Stock
outstanding whether or not the Interested Stockholder has
acquired any shares of the Common Stock):

                    (i)  if applicable, the highest per share
price (including any brokerage commissions, transfer taxes and
soliciting dealers  fees) paid in order to acquire any shares
of Common Stock beneficially owned by the Interested
Stockholder which were acquired beneficially by such
Interested Stockholder (x) within the two-year period
immediately prior to the Announcement Date or (y) in the
transaction in which it became an Interested Stockholder,
whichever is higher; or

                    (ii) the Fair Market Value per share of
Common Stock on the Announcement Date or on the Determination
Date, whichever is higher; or

                    (iii)     an amount which bears the same
or greater percentage relationship to the Fair Market Value of
the Common Stock on the Announcement Date as the highest per
share price determined in (B)(1)(i) above bears to the Fair
Market Value of the Common Stock on the date of the
commencement of the acquisition of the Common Stock by such
Interested Stockholder; and

               (2)  the aggregate amount of the cash and the
Fair Market Value as of the Consummation Date of any
consideration other than cash to be received per share by
holders of shares of any class or series of Voting Stock
(other than Common Stock) shall be at least equal to the
highest of the following (it being intended that the
requirements of this clause (B)(2) shall be required to be met
with respect to every class and series of such outstanding
Voting Stock, whether or not the Interested Stockholder has

<PAGE>
 
                              -10-

previously acquired any shares of a particular class or series
of Voting Stock):

                    (i)  if applicable, the highest per share
price (including any brokerage commissions, transfer taxes and
soliciting dealers  fees) paid in order to acquire any shares
of such class or series of Voting Stock beneficially owned by
the Interested Stockholder which were acquired beneficially by
such Interested Stockholder (x) within the two-year period
immediately prior to the Announcement Date or (y) in the
transaction in which it became an Interested Stockholder,
whichever is higher;

                    (ii)      if applicable, the highest
preferential amount per share to which the holders of shares
of such class or series of Voting Stock are entitled in the
event of any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation;

                    (iii)     the Fair Market Value per share
of such class or series of Voting Stock on the Announcement
Date or the Determination Date, whichever is higher; or

                    (iv)      an amount which bears the same
or greater percentage to the Fair Market Value of such class
of Voting Stock on the Announcement Date as the highest per
share price in (B)(2)(i) above bears to the Fair Market Value
of such Voting Stock on the date of the commencement of the
acquisition of such Voting Stock by such Interested
Stockholder; and

               (3)  the consideration to be received by
holders of a particular class or series of outstanding Voting
Stock (including Common Stock) shall be in cash or in the same
form as was previously paid in order to acquire beneficially
shares of such class or series of Voting Stock that are
beneficially owned by the Interested Stockholder and, if the
Interested Stockholder beneficially owns shares of any class
or series of Voting Stock that were acquired with varying
forms of consideration, the form of consideration to be
received by each holder of such class or series of Voting
Stock shall be, at the option of such holder, either cash or
the form used by the Interested Stockholder to acquire
beneficially the largest number of shares of such class or
series of Voting Stock beneficially acquired by it prior to
the Announcement Date; and

               (4)  after such Interested Stockholder has
become an Interested Stockholder and prior to the consummation
of such Business Combination:

                    (i)  such Interested Stockholder shall not
have become the beneficial owner of any additional shares of
Voting Stock of the Corporation, except as part of the
transaction in which it became an Interested Stockholder or
upon conversion of convertible securities acquired by it prior


<PAGE>
 
                              -11-

to becoming an Interested Stockholder or as a result of a pro
rata stock dividend or stock split; and

                    (ii)      such Interested Stockholder
shall not have received the benefit, directly or indirectly
(except proportionately as a stockholder), of any loans,
advances, guarantees, pledges or other financial assistance or
tax credits or other tax advantages provided by the
Corporation or any Subsidiary, whether in anticipation of or
in connection with such Business Combination or otherwise; and

                    (iii)     such Interested Stockholder
shall not have caused any material change in the Corporation's
business or capital structure, including, without limitation,
the issuance of shares of capital stock of the Corporation to
any third party; and

                    (iv)      there shall have been (x) no
failure to declare and pay at the regular date therefor the
full amount of dividends (whether or not cumulative) on any
outstanding Preferred Stock, except as approved by a majority
of the Disinterested Directors, (y) no reduction in the annual
rate of dividends paid on Common Stock (except as necessary to
reflect any subdivision of the Common Stock), except as
approved by a majority of the Disinterested Directors, and (z)
an increase in such annual rate of dividends (as necessary to
prevent any such reduction) in the event of any
reclassification (including any reverse stock split),
recapitalization, reorganization, self tender offer or any
similar transaction which has the effect of reducing the
number of outstanding shares of the Common Stock, unless the
failure so to increase such annual rate was approved by a
majority of the Disinterested Directors; and

               (5)       a proxy or information statement
describing the proposed Business Combination and complying
with the requirements of the Securities Exchange Act of 1934
and the rules and regulations thereunder (or any subsequent
provisions replacing such Act, rules and regulations), whether
or not the Corporation is then subject to such requirements,
shall be mailed by and at the expense of the Interested
Stockholder at least thirty (30) days prior to the
consummation of such Business Combination to the public
stockholders of the Corporation (whether or not such proxy or
information statement is required to be mailed pursuant to
such Act or subsequent provisions), and shall contain at the
front thereof in a prominent place (i) any recommendations as
to the advisability (or inadvisability) of the Business
Combination which the Disinterested Directors, if any, may
choose to state, and (ii) the opinion of a reputable national
investment banking firm as to the fairness (or not) of such
Business Combination from the point of view of the remaining
public stockholders of the Corporation (such investment
banking firm to be engaged solely on behalf of the remaining
public stockholders, to be paid a reasonable fee for their
services by the Corporation upon receipt of such opinion, to
be unaffiliated with such Interested Stockholder, and, if

<PAGE>
 
                              -12-

there are at the time any Disinterested Directors, to be
selected by a majority of the Disinterested Directors).

     3.   For purposes of this Article 5:

          (A)  A "person" shall include, without limitation,
any individual, firm, corporation, group (as such term is used
in Regulation 13D-G of the General Rules and Regulations under
the Securities Exchange Act of 1934, as in effect on March,
1985) or other entity.

          (B)  "Interested Stockholder" shall mean any person
(other than the Corporation or any Subsidiary or any employee
benefit plan of the Corporation or any Subsidiary) who or
which:

               (1)  is the beneficial owner, directly or
indirectly, of more than 10 percent of the combined voting
power of the then outstanding shares of Voting Stock; or

               (2)  is an Affiliate of the Corporation and at
any time within the two-year period immediately prior to the
date in question was the beneficial owner, directly or
indirectly, of 10 percent or more of the combined voting power
of the then outstanding shares of Voting Stock; or

               (3)  is an assignee of or has otherwise
succeeded to the beneficial ownership of any shares of Voting
Stock that were at any time within the two-year period
immediately prior to the date in question beneficially owned
by an Interested Stockholder, if such assignment or succession
shall have occurred in the course of a transaction or series
of transactions not involving a public offering within the
meaning of the Securities Act of 1933.

          (C)  A person shall be a "beneficial owner" of any
Voting Stock:

               (1)  which such person or any of its Affiliates
or Associates beneficially owns, directly or indirectly; or

               (2)  which such person or any of its Affiliates
or Associates has (a) the right to acquire (whether or not
such right is exercisable immediately) pursuant to any
agreement, arrangement or understanding or upon the exercise
of conversion rights, exchange rights, warrants or options, or
otherwise, or (b) the right to vote or direct the vote
pursuant to any agreement, arrangement or understanding; or

               (3)  which are beneficially owned, directly or
indirectly, by any other person with which such person or any
of its Affiliates or Associates has any agreement, arrangement
or understanding for the purpose of acquiring, holding, voting
or disposing of any shares of Voting Stock.

          (D)  For the purposes of determining whether a
person is an Interested Stockholder pursuant to Paragraph

<PAGE>
 
                              -13-

3.(B) of this Article 5, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned by
such Interested Stockholder through application of Paragraph
3.(C) of this Article but shall not include any other shares
of Voting Stock that may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.

          (E)  "Affiliate" and "Associate" shall have the
respective meanings ascribed to such terms in Rule 12b-2 of
the General Rules and Regulations under the Securities
Exchange Act of 1934, as in effect on March, 1985.

          (F)  "Subsidiary" shall mean any corporation more
than 50 percent of whose outstanding equity securities having
ordinary voting power in the election of directors is owned,
directly or indirectly, by the Corporation or by a Subsidiary
or by the Corporation and one or more Subsidiaries; provided,
however, that for the purposes of the definition of Interested
Stockholder set forth in Paragraph 3.(B) of this Article 5,
the term "Subsidiary" shall mean only a corporation of which a
majority of each class of Voting Stock is owned, directly or
indirectly, by the Corporation.

          (G)  "Disinterested Director" shall mean any member
of the Board of Directors of the Corporation who is
unaffiliated with, and not a nominee of, the Interested
Stockholder and was a member of the Board prior to the time
that the Interested Stockholder became an Interested
Stockholder, and any successor of a Disinterested Director who
is unaffiliated with, and not a nominee of, the Interested
Stockholder and who is recommended to succeed a Disinterested
Director by a majority of Disinterested Directors then on the
Board of Directors.

          (H)  "Fair Market Value" shall mean:  (1) in the
case of stock, the highest closing sale price during the 30-
day period commencing on the 40th day preceding the date in
question of a share of such stock on the Composite Tape for
New York Stock Exchange-Listed Stocks, or, if such stock is
not quoted on the New York Stock Exchange-Composite Tape, on
the principal United States securities exchange registered
under the Securities Exchange Act of 1934 on which such stock
is listed, or, if such stock is not listed on any such
exchange, the highest closing sales price or bid quotation
with respect to a share of such stock during the 30-day period
commencing on the 40th day preceding the date in question on
the National Association of Securities Dealers, Inc. Automated
Quotations System or any system then in use, or if no such
quotations are available, the fair market value on the date in
question of a share of such stock as determined by a majority
of the Disinterested Directors in good faith; and (2) in the
case of stock of any class or series which is not traded on
any United States registered securities exchange nor in the
over-the-counter market or in the case of property other than
cash or stock, the fair market value of such property on the


<PAGE>
 
                              -14-

date in question as determined by a majority of the
Disinterested Directors in good faith.

          (I)  In the event of any Business Combination in
which the Corporation survives, the phrase "any consideration
other than cash to be received" as used in Paragraphs 2.(B)(1)
and (2) of this Article 5 shall include the shares of Common
Stock and/or the shares of any other class of outstanding
Voting Stock retained by the holders of such shares.

          (J)  "Announcement Date" shall mean the date of
first public announcement of the proposed Business
Combination.

          (K)  "Determination Date" shall mean the date on
which the Interested Stockholder became an Interested
Stockholder.

          (L)  "Consummation Date" shall mean the date of the
consummation of the Business Combination.

          (M)  The term "Voting Stock" shall mean all
outstanding shares of capital stock of all classes and series
of the Corporation entitled to vote generally in the election
of directors of the Corporation, in each case voting together
as a single class.  The term "Voting Stock" as defined in this
Paragraph 3 shall apply to the term "Voting Stock" as used in
Article 6 of this Restated Certificate of Incorporation.

     4.   A majority of the Disinterested Directors shall have
the power and duty to determine, on the basis of information
known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article 5 including, without
limitation:

          (A)  whether a person is an Interested Stockholder;

          (B)  the number of shares of Voting Stock
beneficially owned by any person;

          (C)  whether a person is an Affiliate or Associate
of another person;

          (D)  whether the requirements of Paragraph 2.(B) of
this Article 5 have been met with respect to any Business
Combination; 

          (E)  whether the assets which are the subject of any
Business Combination have, or the consideration to be received
for the issuance or transfer of securities by the Corporation
or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $5,000,000 or more; and

          (F)  such other matters with respect to which a
determination is required under this Article.



<PAGE>
 
                              -15-

     The good faith determination of a majority of the
Disinterested Directors on such matters shall be conclusive
and binding for all purposes of this Article 5.

     5.   Nothing contained in this Article 5 shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.

     6.   Notwithstanding anything contained in this Restated
Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80 percent of the combined
voting power of the Voting Stock, voting together as a single
class, shall be required to alter, amend, or repeal this
Article 5 or to adopt any provision inconsistent therewith
provided, however, that if there is an Interested Stockholder
on the record date for the meeting at which such action is
submitted to the stockholders for their consideration, such 80
percent vote must include the affirmative vote of at least
two-thirds (2/3) of the combined voting power of the
outstanding shares of Voting Stock held by stockholders other
than the Interested Stockholder.

     Article 6.     The following provisions are adopted for
the management of the business and for the conduct of the
affairs of the Corporation and for creating, defining,
limiting and regulating the powers of the Corporation, the
directors and the stockholders:

     (a)  Both stockholders and directors of the Corporation
shall have power to hold their meetings within or without the
State of Delaware; and the books and records of the
Corporation may be kept within or without the State of
Delaware at such place or places as may, from time to time, be
designated by the Board of Directors.

     (b)  (i)       Except as otherwise fixed pursuant to
Article 4 of the Restated Certificate of Incorporation
relating to the rights of the holders of any class or series
of Preferred Stock having a preference over the Common Stock
as to dividends or upon liquidation to elect additional
directors under specified circumstances, the Board of
Directors shall consist of not less than nine or more than
fifteen persons, the exact number to be fixed from time to
time exclusively by the Board of Directors pursuant to a
resolution adopted by a majority of the total number of
authorized directors (whether or not there exists any
vacancies in previously authorized directorships at the time
any such resolution is presented to the Board for adoption). 
The directors (other than those who may be elected by the
holders of any class or series of Preferred Stock having a
preference over Common Stock as to dividends or upon
liquidation) shall be classified, with respect to the time for
which they severally hold office, into three classes, as
nearly equal in number as possible, as shall be provided in
the manner specified in the By-Laws, one class to hold office
initially for a term expiring at the annual meeting of
stockholders to be held in 1986, another class to hold office

<PAGE>
 
                              -16-

initially for a term expiring at the annual meeting of
stockholders to be held in 1987, and another class to hold
office initially for a term expiring at the annual meeting of
stockholders to be held in 1988, with the members of each
class to hold office until their successors are elected and
qualified.  At each annual meeting of the stockholders of the
Corporation, the successors to the class of directors whose
term expires at that meeting shall be elected to hold office
for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election.  The
election of directors need not be by ballot.

          (ii) Advance notice of nominations for the election
of directors, other than by the Board of Directors or a
committee thereof, shall be given in the manner provided in
the By-Laws.

          (iii)     Except as otherwise fixed pursuant to the
provisions of Article 4 hereof relating to the rights of the
holders of any class or series of Preferred Stock having a
preference over the Common Stock as to dividends or upon
liquidation to elect directors under specified circumstances,
newly created directorships resulting from any increase in the
authorized number of directors or any vacancies in the Board
of Directors resulting from death, resignation, retirement,
disqualification, removal from office or other cause may be
filled only by a majority vote of the directors then in
office, though less than a quorum of the Board of Directors. 
If any applicable provision of the Delaware General
Corporation Law expressly confers power on stockholders to
fill such a directorship at a special meeting of stockholders,
such a directorship may be filled at such a meeting only by
the affirmative vote of at least 80 percent of the combined
voting powers of the outstanding shares of Voting Stock.  Any
director elected in accordance with the two preceding
sentences shall hold office for the remainder of the full term
of the class of directors in which the new directorship was
created or the vacancy occurred and until such director's
successor shall have been elected and qualified.  No decrease
in the number of authorized directors constituting the entire
Board of Directors shall shorten the term of any incumbent
director.

          (iv)      Subject to the rights of the holders of
any class or series of Preferred Stock having preference over
the Common Stock as to dividends or upon liquidation to elect
directors under specified circumstances, any director, or the
entire Board of Directors, may be removed from office at any
time, but only for cause and only by the affirmative vote of
the holders of at least 80 percent of the combined voting
power of all of the then-outstanding shares of the Voting
Stock, voting together as a single class (it being understood
that for all purposes of this Article 6, each share of the
Voting Stock shall have the number of votes granted to it
pursuant to Article 4 of this Restated Certificate of
Incorporation or any Preferred Stock Designation).


<PAGE>
 
                              -17-

     (c)  The original By-Laws of the Corporation shall be
adopted by the Board of Directors.  The Board of Directors
shall have the power to make, alter, amend and repeal the By-
Laws of the Corporation, subject to the power of the holders
of the Voting Stock to alter, amend or repeal the By-Laws;
provided, however, that, notwithstanding any other provisions
of this Restated Certificate of Incorporation or any provision
of law which might otherwise permit a lesser vote or no vote,
but in addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by
law, this Restated Certificate of Incorporation or any
Preferred Stock Designation, the affirmative vote of the
holders of at least 80 percent of the combined voting power of
all the then-outstanding shares of the Voting Stock, voting
together as a single class, shall be required to (i) alter,
amend or repeal any provision of the By-Laws which is to the
same effect as paragraphs (b), (c), (i) and (j) of Article 6
of this Restated Certificate of Incorporation, or Article 5 of
this Restated Certificate of Incorporation.

     (d)  The business of the Corporation shall be managed by
its Board of Directors, and the Board of Directors may
exercise all of the powers of the Corporation without any
action or consent by the stockholders, except as may otherwise
be provided by the statutes of the State of Delaware, by this
Restated Certificate of Incorporation, or by the By-Laws.

     (e)  The Board of Directors shall have the power, in its
discretion, from, time to time to fix and vary the amounts to
be maintained as surplus and as working capital and to create
and set apart reserves for any proper purposes and to abolish
any such reserves; and to fix and determine, subject to
limitations imposed by law, what portion of the consideration
received upon any issue of stock shall constitute capital and
what portion, if any, paid-in or capital surplus; and to cause
dividends to be paid from paid-in or capital surplus or from
any surplus due to appreciation in value of any property of
the Corporation; to determine whether and when dividends shall
be declared and paid and in what manner and form; and to
determine the use and disposition of any surplus or net
profits of the Corporation.

     (f)  The Board of Directors shall have the power to
subject the whole or any part of the real and personal
properties of the Corporation, including after-acquired
property, to liens, mortgages and encumbrances, without limit
as to amount.

     (g)  Any director of the Corporation may vote upon any
contract or other transaction between the Corporation and any
subsidiary or affiliated corporation without regard to the
fact that he is also a director or officer of such subsidiary
or affiliated corporation.

     (h)  The directors may, acting in good faith and in their
discretion, submit any contract, act or proposal for
authorization, approval or ratification at any meeting of

<PAGE>
 
                              -18-

stockholders, and any such contract, act or proposal
authorized, approved or ratified by a vote of the holders of a
majority of the shares of capital stock of the Corporation
represented in person or by proxy at such meeting and entitled
to vote shall be as valid and as binding upon the Corporation
and upon all stockholders as though it had been authorized,
approved, or ratified, as the case may be, by every
stockholder of the Corporation.

     (i)  Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at an annual
or special meeting of stockholders of the Corporation and may
not be effected by any consent in writing by such
stockholders.  Except as otherwise required by law and subject
to the rights of the holders of any class or any series of
Preferred Stock having a preference over the Common Stock as
to dividends or upon liquidation, special meetings of
stockholders of the Corporation may be called only by the
Board of Directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether
or not there exist any vacancies in previously authorized
directorships at the time any such resolution is presented to
the Board for adoption).

     (j)  Notwithstanding any other provision of this Restated
Certificate of Incorporation or any provision of law which
might otherwise permit a lesser vote or no vote, but in
addition to any affirmative vote of the holders of any
particular class or series of the Voting Stock required by
law, this Restated Certificate of Incorporation or any
Preferred Stock Designation, the affirmative vote of the
holders of at least 80 percent of the combined voting power of
all of the then-outstanding shares of the Voting Stock, voting
together as a single class, shall be required to alter, amend
or repeal this Article 6, or any provision hereof.

     Article 7.     No director of the Corporation shall be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director;
provided, however, that this Article 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 Delaware General
Corporation law, or (iv) for any transaction from which the
director derived an improper personal benefit.  This Article
shall not eliminate or limit the liability of a director for
any act or omission occurring prior to the date on which this
Article becomes effective.  Any repeal or modification of this
Article 7 shall not adversely affect any right or protection
of a director of the Corporation existing hereunder with
respect to any act or omission occurring prior to the time of
such repeal or modification.




<PAGE>
 
                              -19-


      IN WITNESS WHEREOF, the undersigned do execute this Restated
Certificate of Incorporation and affirm and acknowledge, under penalties
of perjury, that this Restated Certificate of Incorporation is their act
and deed and that the facts stated herein are true, this ____ day of 
                                                         ----
______________, 1998.
--------------



                                                      
                              _______________________________
                              -------------------------------
                              Name: Richard K. Schmidt
                              Title:      President


Attest:



___________________________
---------------------------
Name: Larry L. Bingaman
Title:      Secretary






END