EXHIBIT 3.1


                    ARTICLES OF INCORPORATION
                               OF
                    INDIANA GAS COMPANY, INC.



                            ARTICLE 1

                         IDENTIFICATION

The name of the Corporation is INDIANA GAS COMPANY, INC.

                            ARTICLE 2

                        PRINCIPAL OFFICE

SECTION 2.01.  The Ohio principal office of the Corporation is
located at 175 West Wenger Road, Englewood, Montgomery County,
Ohio 45322.

                            ARTICLE 3

                       PURPOSE AND POWERS

SECTION  3.01. Purpose. The purpose for which the Corporation  is
formed is the transaction of any or all lawful business for which
corporations  may  be  incorporated  under  applicable  law,   as
described herein (the "Act").

SECTION 3.02. Powers. The Corporation, subject to any limitations
or  restrictions imposed by the Act, other law or  these  Amended
and  Restated  Articles of Incorporation, as the same  may,  from
time  to  time,  be amended (these "Articles"),  shall  have  the
following general rights, privileges and powers:

Clause (a). Personal Property. To acquire (by purchase, exchange,
lease,  hire  or  otherwise), hold, own,  use,  lease,  mortgage,
pledge,  give  as security, sell, convey, exchange  or  otherwise
deal  in  and  dispose  of, either alone or in  conjunction  with
others,   personal   property,  tangible   or   intangible,   and
commodities  of every kind, character and description  whatsoever
and any interests therein.

Clause   (b).  Real  Estate.  To  acquire  (by  purchase,  grant,
exchange,  lease,  hire  or otherwise), hold,  own,  use,  lease,
mortgage, sell, convey, exchange or otherwise deal in and dispose
of,  either alone or in conjunction with others, real  estate  of
every   kind,  character  and  description  whatsoever  and   any
interests  therein, and any improvements thereon or appurtenances
thereto.

Clause  (c). Operating Rights. To acquire (by application, grant,
purchase,  exchange,  lease or otherwise)  permits,  concessions,
grants,  franchises, indeterminate permits, licenses, rights  and
privileges of every kind and nature; to hold, own, use,  develop,
operate under, lease, mortgage, pledge, sell, convey, exchange or
otherwise  deal  with  and dispose of  the  same  to  the  extent
permitted by law.

Clause   (d).   Patents  and  Similar  Rights.  To  acquire   (by
application, purchase, exchange, lease, hire or otherwise), hold,
own,  use,  lease, mortgage, pledge, sell, convey, exchange,  and
grant  licenses  or sublicenses in respect of, or otherwise  deal
with  and  dispose  of, letters patent of the  United  States  of
America   or  any  foreign  country,  patent  rights,   licenses,
privileges,  inventions,  discoveries,  improvements,  processes,
formulae,  copyrights, trademarks, trade names  and  intellectual
property of any kind or character.

Clause  (e).  Acquisition  of Assets, Properties,  Business,  and
Goodwill.  To  acquire  (by purchase, exchange,  lease,  hire  or
otherwise) all or any part of the assets, properties, business or
goodwill of any corporation, unincorporated association, business
trust,  estate, partnership, trust, joint venture, individual  or
other   legal   entity  (collectively,  "Legal   Entities,"   and
individually,  a "Legal Entity"); to pay for the  same  in  cash,
shares  or obligations of the Corporation or otherwise; to assume
in  connection therewith any liabilities of any such  transferor;
and to hold, own, use, develop, operate and in any manner dispose
of the whole, or any part, of the assets, properties, business or
goodwill so acquired.

Clause (f). Securities. To purchase, take, receive, subscribe for
or  otherwise  acquire, guarantee, own, hold, vote, use,  employ,
sell, mortgage, lend, pledge or otherwise deal in and dispose  of
shares or other interests in, or obligations of, any one or  more
Legal Entities, including direct or indirect obligations or other
securities  of  the  United States of America  or  of  any  other
government,   State,   territory,   governmental   district    or
municipality or of any agency or instrumentality thereof.

Clause  (g). Arrangements with Others. To enter into  any  lawful
arrangement  for  sharing  profits,  union  of  interest,   joint
venture,  reciprocal association, or cooperative  association  or
partnership with any one or more Legal Entities.

Clause (h). Agency. To act as agent of or representative for  any
one or more Legal Entities.

Clause  (i). To Raise Funds. To borrow or raise monies from  time
to  time, without limit as to amount; to issue, execute,  accept,
endorse and deliver, as evidence of such borrowing, all kinds  of
securities,   including  without  limitation  promissory   notes,
drafts, bills of exchange, bonds, debentures and other negotiable
or  non-negotiable instruments and evidences of indebtedness; and
to   secure  the  payment  and  performance  of  the  obligations
thereunder, by mortgage on, pledge of, or other security interest
in  the whole or any part of the assets, properties, business  or
goodwill  of  the  Corporation, whether  owned  at  the  time  or
thereafter acquired.

Clause (j). To Loan Funds. To lend money to any one or more Legal
Entities,   including  employees  of  the  Corporation   or   its
subsidiaries; to take and hold any property as security  for  the
payment  of  funds  so loaned; but to make no loan  of  money  or
property  to, and no guarantee of any obligation of, any  of  the
Directors of the Corporation (collectively, the "Directors,"  and
individually, a "Director"), except in the manner  and  upon  the
terms provided by the Act.

Clause  (k). Contracts. To enter into, perform, modify, terminate
and rescind contracts and other agreements.

Clause  (l).  Guarantees.  To make any guarantee  respecting  the
shares,  dividends, securities, indebtedness, interest, contracts
or other obligations created by any one or more Legal Entities.

Clause (m). Dealing in Its Own Shares. To purchase, take, receive
or  otherwise  acquire,  hold, own, use,  pledge,  cancel,  sell,
transfer  or  otherwise  dispose of  shares  of  the  Corporation
(collectively,  "Shares," and individually,  a  "Share")  to  the
extent permitted by the Act and these Articles.

Clause (n). Contributions. To make payments or donations for  the
public  welfare  or  for  charitable, scientific  or  educational
purposes.

Clause  (o).  Capacity  to  Act. To  have  the  capacity  to  act
possessed  by natural persons, but to have authority  to  perform
only  such acts as are necessary or convenient to carry  out  its
business and affairs.

Clause (p). Officers, Agents, and Employees. To elect Officers of
the  Corporation (collectively, "Officers," and individually,  an
"Officer"),  to  appoint  agents and to  hire  employees  of  the
Corporation;   to   define  their  duties;  to  determine   their
compensation;  and to pay pensions and establish  and  administer
pension plans, pension trusts, profit sharing plans, stock  bonus
plans,   stock   option  plans,  welfare  plans,  qualified   and
non-qualified  retirement plans, and benefit or  incentive  plans
for  any or all of its current or former Directors, Officers  and
employees.

Clause  (q). Indemnification. To indemnify persons to the extent,
upon  the  terms and in the manner permitted by the Act,  and  as
provided in Section 7.09 hereof.

Clause  (r).  Statutory  Powers. To have  and  exercise  all  the
general rights, privileges and powers set forth in the Act.

Clause (s). Ancillary Powers. To do all acts and things that  are
necessary or convenient to carry out its business and affairs.

SECTION  3.03.  Construction of Powers as  Purposes.  The  powers
enumerated in Section 3.02 shall be construed as purposes as well
as powers, and the matters expressed in each Clause thereof shall
be  in  no  wise limited by reference to, or inference from,  the
terms of any other Clause, each of such Clauses being regarded as
creating independent powers and purposes. Enumeration of specific
additional  powers in the Clauses of Section 3.02  shall  not  be
construed  as limiting or restricting in any manner,  either  the
meaning  of general terms used in this Article 3 or the scope  of
powers  of  the  Corporation  created  thereby;  nor  shall   the
expression  of  one  thing  be  deemed  to  exclude  another  not
expressed although it be of like nature.

SECTION 3.04. Carrying Out of Purposes and Exercise of Powers  in
Any  Jurisdiction. The Corporation may carry out its purposes and
exercise  its  powers  in  any  State,  territory,  district   or
possession  of  the United States of America, or in  any  foreign
country   (collectively,   "Governmental   Jurisdictions,"    and
individually, a "Governmental Jurisdiction"), to the extent  that
such purposes and powers are not forbidden by the respective laws
of  such  Governmental Jurisdictions; and, in  the  case  of  any
Governmental  Jurisdiction in which one or more of such  purposes
or  powers are forbidden by law, limit, in any application to  do
business  in  such  Governmental  Jurisdiction,  the  purpose  or
purposes that the Corporation proposes to carry on or the  powers
it proposes to exercise in such Governmental Jurisdiction to such
purpose  or  purposes or powers as are not forbidden by  the  law
thereof.


                            ARTICLE 4

                        NUMBER OF SHARES

The  Corporation shall have authority to issue a total  of  Eight
Hundred  Fifty (850) Shares, all of which shall be Common  Shares
("Common Stock").

                            ARTICLE 5

                  GENERAL PROVISIONS REGARDING
                    SHARES OF THE CORPORATION

SECTION  5.01.  Common Stock. All of the Common Shares  that  the
Corporation  has  authority to issue constitute  a  separate  and
single  class  of Shares known as Common Stock,  which  shall  be
without  par value and shall not be issued in series. All  Common
Shares shall be identical with each other in all respects.

SECTION  5.02.  Issuance of Shares. The Board  has  authority  to
authorize  and direct the issuance by the Corporation  of  Common
Shares at such times, in such amounts, to such persons, for  such
consideration and upon such terms and conditions as it may,  from
time  to  time, determine upon, subject only to the restrictions,
limitations,  conditions and requirements  imposed  by  the  Act,
other applicable laws and these Articles.

SECTION  5.03. Distributions Upon Shares. The Board has authority
to  authorize and direct in respect of the issued and outstanding
Common  Shares  (i) the payment of dividends and  the  making  of
other  distributions by the Corporation at such  times,  in  such
amounts  and  forms, from such sources and upon  such  terms  and
conditions as it may, from time to time, determine upon,  subject
only   to   the   restrictions,   limitations,   conditions   and
requirements imposed by the Act, other applicable laws and  these
Articles,  and  (ii)  the  making by  the  Corporation  of  Share
dividends  and  Share splits, pro rata and without consideration,
subject  only  to any restrictions, limitations,  conditions  and
requirements imposed by the Act, other applicable laws and  these
Articles.

SECTION  5.04. Acquisition of Shares. The Board has authority  to
authorize  and direct the acquisition by the Corporation  of  the
issued  and  outstanding Common Shares at  such  times,  in  such
amounts,  from such persons, for such considerations,  from  such
sources  and upon such terms and conditions as it may, from  time
to  time,  determine  upon,  subject only  to  the  restrictions,
limitations,  conditions and requirements  imposed  by  the  Act,
other applicable laws and these Articles.

SECTION   5.05.  Record  Ownership  of  Shares  or  Rights.   The
Corporation, to the extent permitted by law, shall be entitled to
treat  the  person  in  whose name any  Share  or  Right  of  the
Corporation  (a  "Right")  is registered  on  the  books  of  the
Corporation as the owner thereof, for all purposes, and shall not
be  bound  to  recognize  any equitable or  other  claim  to,  or
interest in, such Share or Right on the part of any other person,
whether or not the Corporation shall have notice thereof.

SECTION  5.06. Recognition Procedure for Beneficial Ownership  of
Shares  or  Rights.  The Board may establish  in  the  By-Laws  a
recognition procedure by which the beneficial owner of any  Share
or  Right  that is registered on the books of the Corporation  in
the  name of a nominee is recognized by the Corporation,  to  the
extent  provided in any such recognition procedure, as the  owner
thereof.

SECTION  5.07. Disclosure Procedure for Beneficial  Ownership  of
Shares  or  Rights.  The Board may establish  in  the  By-Laws  a
disclosure procedure by which the name of the beneficial owner of
any  Share  or  Right  that is registered on  the  books  of  the
Corporation  in  the name of a nominee shall, to the  extent  not
prohibited  by the Act or other applicable laws, be disclosed  to
the  Corporation.  Any disclosure procedure  established  by  the
Board  may  include  reasonable sanctions  to  ensure  compliance
therewith,  including  without  limitation  (i)  prohibiting  the
voting of, (ii) providing for mandatory or optional reacquisition
by  the Corporation of, and (iii) the withholding or payment into
escrow  of any dividend or other distribution in respect of,  any
Share  or  Right as to which the name of the beneficial owner  is
not  disclosed to the Corporation as required by such  disclosure
procedure.

                            ARTICLE 6

                     VOTING RIGHTS OF SHARES
                       OF THE CORPORATION

SECTION 6.01. Common Stock. The holders of Common Shares have the
right, voting separately by class, to cast one vote for each duly
authorized, issued and outstanding Common Share held by them upon
each question or matter submitted to the holders of Shares of the
Corporation



                            ARTICLE 7

                            DIRECTORS

SECTION 7.01.  Number. The number of Directors of the Corporation
shall  not be less than five (5), and shall be specified  in  the
Code By-Laws and Code of Regulations (Code). If and whenever  the
Code  does  not  contain  a provision specifying  the  number  of
Directors, the number shall be five (5). Each Director shall hold
office until the next Annual Meeting of Shareholders or until his
successor  is duly qualified and elected. Directors need  not  be
Shareholders of the Corporation.

SECTION  7.02. Vacancies. Except as may be expressly provided  by
law,  newly created directorships resulting from any increase  in
the  authorized number of Directors or any vacancies in the Board
resulting  from death, resignation, retirement, disqualification,
removal  from office or other cause shall be filled by a majority
vote  of  the Directors then in office, and Directors  so  chosen
shall  hold office for a term expiring at the next Annual Meeting
of Shareholders.

SECTION 7.03. Removal. Any Director, or the entire Board, may  be
removed  from office at any time, but only for cause and only  by
the  affirmative vote of the holders of at least  eighty  percent
(80%)  of the voting power of all of the then outstanding  Shares
entitled  to vote generally in the election of Directors ("Voting
Stock"), voting together as a single class.

SECTION   7.04.   Amendment,  Repeal.  Notwithstanding   anything
contained in these Articles to the contrary, the affirmative vote
of  the  holders of at least eighty percent (80%) of  the  voting
power  of  all  of the then outstanding Shares of  Voting  Stock,
voting  together as a single class, shall be required  to  alter,
amend or repeal this Article 7.

                            ARTICLE 8

              PROVISIONS FOR REGULATION OF BUSINESS
              AND CONDUCT OF AFFAIRS OF CORPORATION

SECTION   8.01.   Action  By  Shareholders.   Meetings   of   the
Shareholders  shall be held at such place as may be specified  in
the  Code  of By-Laws and Code of Regulations (Code)  or  in  the
respective  notices,  or waivers of notice, thereof.  Any  action
required  or  permitted  to  be  taken  at  any  meeting  of  the
Shareholders  may  be taken without a meeting  if  a  consent  in
writing  setting forth the action so taken is signed by  all  the
Shareholders  entitled  to vote with respect  thereto,  and  such
written  consent is filed with the minutes of the proceedings  of
the Shareholders.

SECTION 8.02. Action By Directors. Meetings of the Board  or  any
committees thereof (collectively, "Committees," and individually,
a "Committee") shall be held at such place as may be specified in
the  Code  or  in the respective notices, or waivers  of  notice,
thereof and shall be conducted in such manner as may be specified
in  the  Code  or  permitted by the Act. Any action  required  or
permitted  to be taken at any meeting of the Board or a Committee
may  be  taken without a meeting if a consent in writing  setting
forth  the action so taken is signed by all members of the  Board
or  such  Committee, and such written consent is filed  with  the
minutes of the proceedings of the Board or such Committee.

SECTION  8.03.  Code  of By-Laws and Code  of  Regulations.   The
Shareholders shall have power to make, alter, amend or repeal the
Code  by at least a majority vote of all outstanding shares at  a
meeting held for such purpose.

SECTION   8.04.  Board  Committees.  Unless  the  Code  otherwise
provides,  the Board may, by resolution adopted by a majority  of
the  actual number of Directors elected and qualified, from  time
to time, designate from among its members one or more Committees,
each of which shall, to the extent provided in the resolution  or
Code  and  not  prohibited by the Act and other applicable  laws,
have  and  exercise  all of the authority of  the  Board  in  the
management of the Corporation.

SECTION  8.05.  Places  of  Keeping  of  Corporate  Records.  The
Corporation  shall keep at its principal office  a  copy  of  (1)
these  Articles, and all amendments thereto currently in  effect;
(2) the Code, and all amendments thereto currently in effect; (3)
minutes  of all meetings of the Shareholders and records  of  all
actions   taken   by   the   Shareholders   without   a   meeting
(collectively,  "Shareholders Minutes") for the prior  three  (3)
years;  (4) all written communications by the Corporation to  the
Shareholders including the financial statements furnished by  the
Corporation  to the Shareholders for the prior three  (3)  years;
(5)  a  list  of the names and business addresses of the  current
Directors  and  the  current Officers; and (6)  the  most  recent
Annual  Report of the Corporation as filed with the Secretary  of
State of Indiana. The Corporation shall also keep and maintain at
its principal office, or at such other place or places as may  be
provided,  from  time to time, in the Code, (1)  minutes  of  all
meetings of the Board and of each Committee, and records  of  all
actions  taken  by  the  Board and by each  Committee  without  a
meeting;  (2)  appropriate accounting records of the Corporation;
(3)  a  record  of  the  Shareholders  in  a  form  that  permits
preparation  of  a  list of the names and addresses  of  all  the
Shareholders,  in alphabetical order by class of Shares,  stating
the  number and class of Shares held by each Shareholder; and (4)
Shareholders  Minutes for periods preceding the prior  three  (3)
years.  All of the records of the Corporation described  in  this
Section   (collectively,  the  "Corporate  Records")   shall   be
maintained  in  written  form  or  in  another  form  capable  of
conversion into written form within a reasonable time.

SECTION  8.06. The Act.  For purposes of these Articles, the  Act
shall mean the Indiana and Ohio Business Corporation Laws, as the
same may be amended from time to time.

SECTION  8.07.  Provisions for Working Capital. The  Board  shall
have  the power, from time to time, to fix and determine  and  to
vary  an  amount  to  be  reserved  as  working  capital  of  the
Corporation and, before the payment of any dividends, it may  set
aside out of the net profits of the Corporation such sum or  sums
as  it may from time to time in its absolute discretion determine
to  be proper, whether as a reserve fund to meet contingencies or
for  the equalizing of dividends, or for repairing or maintaining
any  property  of the Corporation, or for any corporate  purposes
that the Board shall think conducive to the best interest of  the
Corporation, subject only to such limitations as the By-Laws  may
from time to time impose.

SECTION 8.08. Interest of Directors in Contracts. Any contract or
other  transaction between the Corporation and (i) any  Director,
or (ii) any Legal Entity (A) in which any Director has a material
financial  interest or is a general partner, or (B) of which  any
Director  is  a  director,  officer or trustee  (collectively,  a
"Conflict Transaction"), shall be valid for all purposes, if  the
material  facts  of the Conflict Transaction and  the  Director's
interest  were disclosed or known to the Board, a Committee  with
authority  to act thereon, or the Shareholders entitled  to  vote
thereon,  and  the  Board, such Committee  or  such  Shareholders
authorized,  approved  or  ratified the Conflict  Transaction.  A
Conflict Transaction is authorized, approved or ratified:

(1)   By  the  Board  or  such  Committee,  if  it  receives  the
affirmative  vote  of  a majority of the Directors  who  have  no
interest  in the Conflict Transaction, notwithstanding  the  fact
that  such majority may not constitute a quorum or a majority  of
the  Board  or  such  Committee or a majority  of  the  Directors
present at the meeting, and notwithstanding the presence or  vote
of  any  Director  who  does  have such  an  interest;  provided,
however, that no Conflict Transaction may be authorized, approved
or ratified by a single Director; and

(2)  By  such Shareholders, if it receives the vote of a majority
of  the Shares entitled to be counted, in which vote Shares owned
or  voted under the control of any Director who, or of any  Legal
Entity  that, has an interest in the Conflict Transaction may  be
counted.

This  Section  shall  not be construed to require  authorization,
ratification  or  approval by the Shareholders  of  any  Conflict
Transaction, or to invalidate any Conflict Transaction that would
otherwise  be valid under the common and statutory law applicable
thereto.

Section  8.09.  Limitation of Liability  and  Indemnification  of
Directors, Officers and Others.

Clause  (a).  Limitation of Liability. The  following  provisions
apply  with  respect to liability on the part of  a  Director,  a
member of any Committee or of another committee appointed by  the
Board  (an "Appointed Committee"), Officer, employee or agent  of
the   Corporation   (collectively,   "Corporate   Persons,"   and
individually,  a  "Corporate Person")  for  any  loss  or  damage
suffered on account of any action taken or omitted to be taken by
a Corporate Person:

(1)  General Limitation. No Corporate Person shall be liable  for
any  loss or damage if, in taking or omitting to take any  action
causing  such  loss or damage, either (i) such  Corporate  Person
acted  (A) in good faith, (B) with the care an ordinarily prudent
person  in  a  like position would have exercised  under  similar
circumstances,  and  (C)  in  a  manner  such  Corporate   Person
reasonably believed was in the best interests of the Corporation,
or  (ii) such Corporate Person's breach of or failure to  act  in
accordance  with  the standards of conduct set  forth  in  Clause
(a)(1)(i)  above (the "Standards of Conduct") did not  constitute
willful misconduct or recklessness.

(2)  Reliance  on  Corporate Records and Other  Information.  Any
Corporate Person shall be fully protected, and shall be deemed to
have  complied with the Standards of Conduct, in relying in  good
faith,  with  respect to any information contained therein,  upon
(i) the Corporate Records, or (ii) information, opinions, reports
or statements (including financial statements and other financial
data)  prepared  or presented by (A) one or more other  Corporate
Persons  whom  such Corporate Person reasonably  believes  to  be
competent  in  the matters presented, (B) legal  counsel,  public
accountants  or  other persons as to matters that such  Corporate
Person  reasonably believes are within such person's professional
or  expert competence, (C) a Committee or an Appointed Committee,
of which such Corporate Person is not a member, if such Corporate
Person  reasonably believes such Committee or Appointed Committee
merits confidence, or (D) the Board, if such Corporate Person  is
not  a  Director  and reasonably believes that the  Board  merits
confidence.

Clause  (b).  Indemnification of Corporate  Persons  and  Related
Matters. The following provisions apply to the indemnification by
the Corporation of Corporate Persons and matters related thereto:

(1)  Indemnification Standards. The Corporation  shall  indemnify
any  person who was or is a party or is threatened to be  made  a
party  to  any threatened, pending or completed action,  suit  or
proceeding,   whether  civil  or  criminal,   administrative   or
investigative, formal or informal (an "Action"), by reason of the
fact  that he is or was a Corporate Person of the Corporation  or
is  or  was  serving  at  the request of  the  Corporation  as  a
Corporate  Person,  partner, trustee  or  member  or  in  another
authorized  capacity (collectively, an "Authorized Capacity")  of
or  for  another Legal Entity, whether or not organized or formed
for  profit  (collectively, "Another Entity"),  against  expenses
(including   attorneys'   fees)   ("Expenses")   and   judgments,
penalties,  fines  and  amounts paid in settlement  actually  and
reasonably  incurred by him in connection with  such  Action,  if
such  person (i) acted in good faith, (ii) acted in a  manner  he
reasonably  believed (A) with respect to actions as  a  Corporate
Person  of  the Corporation, to be in the best interests  of  the
Corporation,  or  (B) with respect to actions  in  an  Authorized
Capacity  of or for Another Entity, was not opposed to  the  best
interests  of  the  Corporation, and (iii) with  respect  to  any
criminal  Action, either (A) had reasonable cause to believe  his
conduct was lawful, or (B) had no reasonable cause to believe his
conduct  was unlawful. The termination of any Action by judgment,
order,  settlement, conviction, or upon a plea of nolo contendere
or  its  equivalent, shall not, of itself, be determinative  that
the  person  did  not meet the standards for indemnification  set
forth in this Clause (b)(1) (the "Indemnification Standards").

(2)  Indemnification  in Successfully Defended  Actions.  To  the
extent  that  a  person who is or was a Corporate Person  of  the
Corporation,  or  is  or  was  serving  at  the  request  of  the
Corporation  in an Authorized Capacity of or for Another  Entity,
has been successful on the merits or otherwise in the defense  of
any  Action referred to in Clause (b)(1) above, or in the defense
of any claim, issue or matter in any such Action, the Corporation
shall  indemnify  him  against Expenses actually  and  reasonably
incurred by him in connection therewith.

(3)  Indemnification Procedure. Unless ordered by  a  court,  any
indemnification of any person under Clause (b)(1) above shall  be
made  by the Corporation only as authorized in the specific  case
upon  a  determination that indemnification  of  such  person  is
proper  in  the  circumstances because he met the Indemnification
Standards. Such determination shall be made (i) by the Board,  by
a  majority vote of a quorum consisting of Directors who are  not
at  the time parties to the Action involved ("Parties"); or  (ii)
if  a  quorum  cannot be obtained under Subparagraph  (i),  by  a
majority  vote  of a Committee duly designated by the  Board  (in
which  designation  Directors who are Parties  may  participate),
consisting solely of two (2) or more Directors who are not at the
time  Parties;  or (iii) by written opinion of independent  legal
counsel,  who has neither been retained by or performed  services
for  the  Corporation or any person to be indemnified within  the
past  five  years,  and  is (A) selected by  the  Board  or  such
Committee in the manner prescribed in Subparagraph (i)  or  (ii),
respectively,  or  (B)  if  a quorum  cannot  be  obtained  or  a
Committee cannot be designated under Subparagraphs (i) and  (ii),
respectively, selected by a majority of the full Board, in  which
selection Directors who are Parties may participate; or  (iv)  by
the Shareholders who are not at the time Parties, voting together
as a single class.

(4)  Advances  for  Expenses.  Expenses  reasonably  incurred  in
defending  an  Action  by  any person  who  may  be  entitled  to
indemnification  under Clause (b)(1) above may  be  paid  by  the
Corporation in advance of the final disposition of such Action if
(i)  such  person furnishes the Corporation with  (A)  a  written
affirmation  of  his good faith belief that he  has  met,  (B)  a
written  undertaking pledging to reasonably  cooperate  with  the
Corporation concerning the action, suit or proceeding, and (C)  a
written  undertaking, executed personally or on  his  behalf,  to
repay   the  advance  (an  "Undertaking")  if  it  is  ultimately
determined  that he did not meet, the Indemnification  Standards;
and  (ii) a determination is made, under the procedure set  forth
in Clause (b)(3) above, that the facts then known to those making
the determination would not preclude indemnification under Clause
(b)(1)  above.  An  Undertaking  must  be  an  unlimited  general
obligation  of the person making it, but need not be secured  and
may  be  accepted  by the Corporation without reference  to  such
person's financial ability to make repayment.

(5)  Rights Not Exclusive. The indemnification provided in  these
Articles (i) shall not be deemed exclusive of any other rights to
which a person seeking indemnification may be entitled under  (A)
any  law, (B) the By-Laws, (C) any resolution of the Board or  of
the  Shareholders, (D) any other authorization, whenever adopted,
after  notice, by a majority vote of all Shares entitled to  vote
on  General Voting Matters, or (E) the articles of incorporation,
code  of  by-laws or other governing documents, or any resolution
of   or  other  authorization  by  the  directors,  shareholders,
partners, trustees, members, owners or governing body, of Another
Entity;  (ii) shall inure to the benefit of the heirs,  executors
and administrators of such person; and (iii) shall continue as to
any  such person who has ceased to be a Corporate Person  of  the
Corporation or to be serving in an Authorized Capacity of or  for
Another Entity.

(6)  Insurance. The Corporation shall have power to purchase  and
maintain  insurance  on behalf of any person  who  is  or  was  a
Corporate Person of the Corporation, or is or was serving at  the
request  of the Corporation in an Authorized Capacity of  or  for
Another  Entity,  against  any  liability  asserted  against  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  under   the
provisions of this Clause (b).

(7)  Definition of Corporation. For the purposes of  this  Clause
(b),  references  to  "the Corporation" include  any  constituent
corporation   absorbed   in   a  consolidation   or   merger   (a
"Constituent") as well as the resulting or surviving  corporation
(the  "Survivor"), such that any person who is or was a Corporate
Person of such a Constituent, or is or was serving at the request
of  such  Constituent in an Authorized Capacity of or for Another
Entity, shall stand in the same position under the provisions  of
this  Clause (b) with respect to the Survivor as he would  if  he
had served the Survivor, or at its request, in the same capacity.

SECTION  8.10.  Compensation of Directors. The  Board  is  hereby
specifically  authorized, in and by the Code,  or  by  resolution
duly  adopted  by  the  Board, to make provision  for  reasonable
compensation to its members for their services as Directors,  and
to  fix  the  basis  and conditions upon which such  compensation
shall be paid. Any Director may also serve the Corporation in any
other capacity and receive compensation therefor in any form.

SECTION  8.11. Direction of Purposes and Exercise  of  Powers  By
Directors.  The  Board,  subject to any specific  limitations  or
restrictions  imposed by the Act or these Articles, shall  direct
the  carrying out of the purposes and exercise the powers of  the
Corporation,   without  previous  authorization   or   subsequent
approval by the Shareholders.

SECTION 8.12. Amendments of Articles of Incorporation. Except  as
otherwise  expressly provided in Articles 7  and  9  hereof,  the
Corporation reserves the right to increase or decrease the number
of  its authorized Shares, or any class or series thereof, and to
reclassify  the same, and to amend, alter, change or  repeal  any
provision  contained  in  these Articles,  or  in  any  amendment
hereto,  or  to  add any provision to these Articles  or  to  any
amendment  hereto, in any manner now or hereafter  prescribed  or
permitted  by  the Act or by any other applicable laws;  and  all
rights  conferred upon the Shareholders in these Articles or  any
amendment  hereto  are  granted subject to this  reservation.  No
Shareholder  has  a  vested  property right  resulting  from  any
provision in these Articles, or authorized to be in the  Code  by
the   Act   or   these  Articles,  including  without  limitation
provisions  relating to management, control,  capital  structure,
dividend entitlement, or purpose or duration of the Corporation.



                            ARTICLE 9

          PROVISIONS FOR CERTAIN BUSINESS COMBINATIONS

SECTION 9.01. Vote Required.

Clause  (a).  Higher Vote for Certain Business  Combinations.  In
addition  to  any  affirmative vote  required  by  law  or  these
Articles,  and except as otherwise expressly provided in  Section
9.02:

(1) Any merger or consolidation or any similar transaction of the
Corporation or any Subsidiary (as hereinafter defined)  with  (A)
any  Interested Shareholder (as hereinafter defined), or (B)  any
other   corporation   (whether  or  not  itself   an   Interested
Shareholder) that is, or after such merger or consolidation would
be,  an  Affiliate  (as  hereinafter defined)  of  an  Interested
Shareholder; 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  Shareholder  or  any
Affiliate  of  any Interested Shareholder of any  assets  of  the
Corporation  or  any Subsidiary having an aggregate  Fair  Market
Value   (as   hereinafter  defined)  of   One   Million   Dollars
($1,000,000) 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
Shareholder  or  any Affiliate of any Interested  Shareholder  in
exchange for cash, securities or other property (or a combination
thereof)  having an aggregate Fair Market Value  of  One  Million
Dollars ($1,000,000) or more; or

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

(5)  Any  reclassification of securities (including  any  reverse
stock  split)  or  recapitalization of the  Corporation,  or  any
merger  or  consolidation  of the Corporation  with  any  of  its
Subsidiaries  or any other transaction (whether or  not  with  or
into  or otherwise involving an Interested Shareholder) that  has
the   effect,   directly  or  indirectly,   of   increasing   the
proportionate  share of the outstanding Shares of  any  class  of
equity  or  convertible  securities of  the  Corporation  or  any
Subsidiary that is directly or indirectly owned by any Interested
Shareholder or any Affiliate of any Interested Shareholder;

shall  require the affirmative vote of the holders  of  at  least
eighty  percent  (80%) of the voting power of  all  of  the  then
outstanding Shares of Voting Stock, voting together as  a  single
class.  Such  affirmative vote shall be required, notwithstanding
the  fact  that  no  vote  may  be required,  or  that  a  lesser
percentage may be specified, by law or in any agreement with  any
national securities exchange or otherwise.

Clause  (b).  Definition  of  "Business  Combination".  The  term
"Business Combination" as used in this Article 9 shall  mean  any
transaction that is referred to in any one or more of  paragraphs
(1) through (5) of Clause (a) of this Section 9.01.

SECTION 9.02. When Higher Vote is Not Required. The provisions of
Section  9.01 shall not be applicable to any particular  Business
Combination,  and  such Business Combination shall  require  only
such  affirmative  vote  as is required  by  law  and  any  other
provision  of these Articles, if all of the conditions  specified
in either of the following Clauses (a) & (b) are met:

Clause  (a).  Approval  By  Continuing  Directors.  The  Business
Combination  shall  have  been approved  by  a  majority  of  the
Continuing Directors (as hereinafter defined).

Clause  (b).  Price  and  Procedure  Requirements.  All  of   the
following conditions shall have been met:

(1) The aggregate amount of the cash and the Fair Market Value as
of  the  date of the consummation of the Business Combination  of
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:

(A)   The  highest  per  Share  price  (including  any  brokerage
commissions,   transfer  taxes  and  soliciting   dealers'   fees
[collectively,  "Commissions,  Taxes  and  Fees"])  paid  by  the
Interested Shareholder for any Shares of Common Stock acquired by
it  (i)  within the two (2) year period immediately prior to  the
first  public  announcement  of  the  proposal  of  the  Business
Combination (the "Announcement Date"), or (ii) in the transaction
in  which  it  became  an  Interested Shareholder,  whichever  is
higher;

(B)  The  Fair Market Value per Share of Common Stock on (i)  the
Announcement  Date, or (ii) on the date on which  the  Interested
Shareholder  became an Interested Shareholder (the "Determination
Date"), whichever is higher; and

(C)  The price per Share equal to the Fair Market Value per Share
of  Common  Stock determined pursuant to Clause (b)(1)(B)  above,
multiplied  by  the  ratio  of (i) the highest  per  Share  price
(including  any  Commissions,  Taxes  and  Fees)  paid   by   the
Interested Shareholder for any Shares of Common Stock acquired by
it  within  the  two  (2) year period immediately  prior  to  the
Announcement  Date, to (ii) the Fair Market Value  per  Share  of
Common  Stock on the first day in such two (2) year  period  upon
which  the  Interested Shareholder acquired any Shares of  Common
Stock.

(2) The aggregate amount of the cash and the Fair Market Value as
of  the  date of the consummation of the Business Combination  of
consideration other than cash to be received per Share by holders
of  Shares  of  any  other class or series of outstanding  Voting
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 of outstanding
Voting  Stock  whether  or  not the  Interested  Shareholder  has
previously  acquired any Shares of a particular class  of  Voting
Stock):

(A) The highest per Share price (including any Commissions, Taxes
and  Fees)  paid by the Interested Shareholder for any Shares  of
such class of Voting Stock acquired by it (i) within the two  (2)
year period immediately prior to the Announcement Date or (ii) in
the  transaction  in  which it became an Interested  Shareholder,
whichever is higher;

(B)  The  highest  preferential amount per  Share  to  which  the
holders  of Shares of such class of Voting Stock are entitled  in
the   event   of   any  voluntary  or  involuntary   liquidation,
dissolution or winding up of the Corporation;

(C) The Fair Market Value per Share of such class of Voting Stock
on  the Announcement Date or the Determination Date, whichever is
higher; and

(D)  The price per Share equal to the Fair Market Value per Share
of  such  class  of  Voting Stock determined pursuant  to  Clause
(b)(2)(C)  above, multiplied by the ratio of (i) the highest  per
Share  price (including any Commissions, Taxes and Fees) paid  by
the Interested Shareholder for any Shares of such class of Voting
Stock  acquired by it within the two (2) year period  immediately
prior to the Announcement Date, to (ii) the Fair Market Value per
Share of such class of Voting Stock on the first day in such  two
(2)  year  period upon which the Interested Shareholder  acquired
any Shares of such class of Voting Stock;

(3)  The  consideration to be received by holders of a particular
class  of outstanding Voting Stock (including Common Stock) shall
be  in cash or in the same form as the Interested Shareholder has
previously paid for Shares of such class of Voting Stock. If  the
Interested Shareholder has paid for Shares of any class of Voting
Stock   with  varying  forms  of  consideration,  the   form   of
consideration for such class of Voting Stock shall be either cash
or  the form used to acquire the largest number of Shares of such
class of Voting Stock previously acquired by it.

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

(A) there shall have been (i) no reduction in the annual rate  of
dividends  paid on Common Stock (except as necessary  to  reflect
any  subdivision  of  Common Stock),  except  as  approved  by  a
majority  of  the Continuing Directors, and (ii) an  increase  in
such  annual  rate  of  dividends as  necessary  to  reflect  any
reclassification   (including   any   reverse    stock    split),
recapitalization, reorganization or any similar transaction  that
has  the  effect of reducing the number of outstanding Shares  of
Common Stock, unless the failure so to increase such annual  rate
is approved by a majority of the Continuing Directors; and

(B)  such  Interested  Shareholder  shall  have  not  become  the
beneficial owner of any additional Shares of Voting Stock  except
as  part  of  the  transaction that results  in  such  Interested
Shareholder becoming an Interested Shareholder.

(5)  After  such Interested Shareholder has become an  Interested
Shareholder, such Interested Shareholder shall not have  received
the benefit, directly or indirectly (except proportionately as  a
Shareholder),  of  any  loans, advances, guarantees,  pledges  or
other  financial  assistance or any  tax  credits  or  other  tax
advantages  provided by the Corporation, whether in  anticipation
of or in connection with such Business Combination or otherwise.

(6)  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  (collectively, the "Exchange Act"), or any subsequent
provisions  replacing  the  Exchange  Act,  shall  be  mailed  to
Shareholders of the Corporation at least thirty (30)  days  prior
to  the consummation of such Business Combination (whether or not
such  proxy  or information statement is required  to  be  mailed
pursuant to the Exchange Act or such subsequent provisions).

SECTION  9.03.  Certain Definitions. For  the  purposes  of  this
Article 8:

Clause  (a). A "person" shall include any Legal Entity. When  two
(2)  or  more  persons act as a partnership, limited partnership,
syndicate  or  other  group for the purpose of  acquiring  voting
stock  of the Company, such partnership, syndicate or group shall
be deemed a "person."

Clause (b). "Interested Shareholder" shall mean any person (other
than the Corporation or any Subsidiary) who or that:

(1) Is the beneficial owner, directly or indirectly, of more than
ten  percent (10%) of the voting power of the outstanding  Voting
Stock; or

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

(3) Is an assignee of or has otherwise succeeded to any Shares of
Voting Stock that were at any time within the two (2) year period
immediately prior to the date in question beneficially  owned  by
any  Interested  Shareholder, 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.

Clause  (c). A person shall be a "beneficial owner" of any Shares
of Voting Stock that:

(1)  Such  person  or  any of its Affiliates  or  Associates  (as
hereinafter  defined) beneficially owns, directly or  indirectly;
or

(2)  Such person or any of its Affiliates or Associates  has  (A)
the   right   to  acquire  (whether  such  right  is  exercisable
immediately or only after the passage of time), 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 pursuant to any  agreement,
arrangement or understanding; or

(3)  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.

Clause (d). For the purpose of determining whether a person is an
Interested  Shareholder pursuant to Clause (b)  of  this  Section
9.03,  the  number  of  Shares  of  Voting  Stock  deemed  to  be
outstanding shall include Shares deemed owned through application
of  Clause  (c) of this Section 9.03, 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.

Clause  (e). "Affiliate" or "Associate" shall have the respective
meanings  ascribed  to such terms in Rule 12b-2  of  the  General
Rules  and  Regulations under the Exchange Act, as in  effect  on
October 28, 1983.

Clause  (f).  "Subsidiary"  means  any  corporation  of  which  a
majority  of  any class of equity security is owned, directly  or
indirectly, by the Corporation; provided, however, that  for  the
purposes of the definition of Interested Shareholder set forth in
Clause (b) of this Section 9.03, the term "Subsidiary" shall mean
only  a  corporation of which a majority of each class of  equity
security is owned, directly or indirectly, by the Corporation.

Clause  (g). "Continuing Director" means any member of the  Board
who  is  unaffiliated with the Interested Shareholder and  was  a
member  of  the  Board  prior to the  time  that  the  Interested
Shareholder  became an Interested Shareholder, and any  successor
of  a Continuing Director who is unaffiliated with the Interested
Shareholder  and is recommended to succeed a Continuing  Director
by a majority of Continuing Directors then on the Board.

Clause (h). "Fair Market Value" means:

(1) In the case of stock, (i) the highest closing sale price (or,
with respect to Subparagraph (D), bid quotation) during the
thirty (30) day period immediately preceding the date in question
of a share of such stock on (A) the Composite Tape for New York
Stock Exchange-List Stock, or (B) if such stock is not quoted on
the Composite Tape, on the New York Stock Exchange, or (C) if
such stock is not listed on such Exchange, on the principal
United States securities exchange registered under the Exchange
Act on which such stock is listed or (D) if such stock is not
listed on any such exchange, on the National Association of
Securities Dealers, Inc. Automated Quotations System or any
system then in use; or (ii) if such stock is not listed on any
such exchange and there is no such quotation of a share of such
stock, as determined by the Board in good faith; and(2) In the
case of property other than cash or stock, the fair market value
of such property on the date in question as determined by the
Board in good faith.

Clause  (i).  In  the event of any Business  Combination  in
which   the   Corporation  survives,   the   phrase   "other
consideration to be received" as used in clauses (b)(1)  and
(2) of Section 9.02 shall include the Shares of Common Stock
and/or  the Shares of any other class of outstanding  Voting
Stock by the holders of such Shares.

SECTION  9.04. Powers of the Board of Directors. A  majority
of  the Directors shall have the power and duty to determine
for  the  purposes  of  this Article  9,  on  the  basis  of
information  known  to  them after reasonable  inquiry,  (a)
whether  a  person  is  an Interested Shareholder,  (b)  the
number  of Shares of Voting Stock beneficially owned by  any
person, (c) whether a person is an Affiliate or Associate of
another, and (d) whether the assets that 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 One Million Dollars
($1,000,000) or more.

SECTION   9.05.  No  Effect  on  Fiduciary  Obligations   of
Interested Shareholders. Nothing contained in this Article 9
shall  be  construed  to relieve any Interested  Shareholder
from any fiduciary obligation imposed by law.

SECTION  9.06.  Amendment, Repeal, etc. Notwithstanding  any
other  provisions  of  these Articles or  the  By-Laws  (and
notwithstanding  the fact that a lesser  percentage  may  be
specified  by  law,  these Articles  or  the  By-Laws),  the
affirmative vote of the holders of eighty percent  (80%)  or
more  of  the  voting  power  of  the  Shares  of  the  then
outstanding Voting Stock, voting together as a single class,
shall  be  required to amend or repeal, or adopt  provisions
inconsistent with, this Article 9.