State of Delaware
                                
                Office of the Secretary of State
                                
_________________________________________________________________

      I,  EDWARD  J. FREEL, SECRETARY OF STATE OF  THE  STATE  OF
DELAWARE,  DO HEREBY CERTIFY THE ATTACHED IS A TRUE  AND  CORRECT
COPY  OF  THE RESTATED CERTIFICATE OF "XCL LTD.", FILED  IN  THIS
OFFICE  ON  THE SEVENTEENTH DAY OF DECEMBER, A.D. 1997,  AT  4:30
O'CLOCK P.M.



              [GREAT SEAL OF THE STATE OF DELAWARE]
                                
                                
                                
  [SEAL OF SECRETARY OF STATE]
                                      /s/ Edward J. Freel
                                      ____________________________
                                       Edward  J.  Freel, Secretary of State

                                                     2147839   8100
AUTHENTICATION:      8821894                         971435924         
DATE:                12/18/97

                      AMENDED AND RESTATED
                  CERTIFICATE OF INCORPORATION
                               OF
                            XCL LTD.

1.    The  name of the corporation (which is hereinafter referred
  to as the "Corporation") is XCL LTD.

2.   The original Certificate of Incorporation was filed with the
  Secretary of State of the State of Delaware on December 30, 1987,
  under the name The Exploration Company of Louisiana, inc.  (the
  "Original Certificate").

3.    This Amended and Restated Certificate of Incorporation  has
  been duly proposed by resolutions adopted and declared advisable
  by the Board of Directors of the Corporation, duly adopted by the
  stockholders  of the Corporation at a meeting duly  called  and
  held, and duly executed and acknowledged by the officers of the
  Corporation in accordance with the provisions of Sections  103,
  242  and  245  of the General Corporation Law of the  State  of
  Delaware  and,  restates, integrates  and  further  amends  the
  provisions of the Original Certificate and, upon filing with the
  Secretary  of  State  in  accordance with  Section  103,  shall
  thenceforth supersede the Original Certificate as amended by all
  amendments filed subsequent thereto prior to the date hereof and
  shall,  as it may thereafter be amended in accordance with  its
  terms and applicable law, be the Amended and Restated Certificate
  of Incorporation of the Corporation.

4.    The text of the Original Certificate, as amended, is hereby
  amended and restated to read in its entirety as follows:

       FIRST:            The   name  of  this  corporation   (the
"Corporation") is XCL Ltd.

      SECOND:      The  address  of the Corporation's  registered
office  in  the  State of Delaware is 1105 North  Market  Street,
Suite 1300, in the City of Wilmington, County of New Castle.

     THIRD:     The nature of the business and the purposes to be
conducted, promoted and carried on are:

           To engage in any lawful act or activity for which
     corporations  may  be  organized  under  the   Delaware
     General Corporation Law, either for its own account, or
     for the account of others as agent, and either as agent
     or  principal, to enter upon or engage in any  kind  of
     business  of  any nature whatsoever, which corporations
     organized  under  the Delaware General Corporation  Law
     may  engage;  to the extent not prohibited thereby,  to
     enter  upon and engage in any kind of business  of  any
     nature  whatsoever  and to acquire  real  property  and
     personal  property  in any other state  of  the  United
     States   of  America,  any  foreign  nation,  and   any
     territory of any country to the extent permitted by the
     laws of such other state, nation or territory.

      FOURTH:      A.   The total number of shares  and  the  par
value,  if  any, of each class of stock which the Corporation  is
authorized  to  issue  shall be 2,400,000  shares  of  "Preferred
Stock,"  par  value  $1.00 per share, and 500,000,000  shares  of
"Common Stock," par value of $0.01 per share. Simultaneously with
the  effective date of this Restated Certificate of Incorporation
(the  "Effective  Date"), each share of Common Stock,  par  value
$.01  per share, issued and outstanding immediately prior to  the
Effective  Date (the "Old Common Stock") shall automatically  and
without  any  action  on  the  part  of  the  holder  thereof  be
reclassified as and changed into one-fifteenth (1/15) of a  share
of  the Corporation's Common Stock, par value $.01 per share (the
"New Common Stock"), subject to the treatment of fractional share
interests  as  described below. Each holder of a  certificate  or
certificates  which  immediately  prior  to  the  Effective  Date
represented  outstanding shares of Old  Common  Stock  (the  "Old
Certificates", whether one or more) shall be entitled to  receive
upon  surrender  of  such Old Certificates to  the  Corporation's
Transfer   Agent,   or  an  Exchange  Agent  appointed   by   the
Corporation, for cancellation, a certificate or certificates (the
"New  Certificates", whether one or more) representing the number
of  whole shares of the New Common Stock into which and for which
the  shares of the Old Common Stock formerly represented by  such
Old Certificates so surrendered, are reclassified under the terms
hereof. From and after the Effective Date, Old Certificates shall
represent only the right to receive New Certificates (and,  where
applicable, cash in lieu of fractional shares, as provided below)
pursuant  to  the  provisions hereof. No  certificates  or  scrip
representing fractional share interests in New Common Stock  will
be issued, and no such fractional share interest will entitle the
holder thereof to vote, or to any rights of a shareholder of  the
Corporation. A holder of Old Certificates shall receive, in  lieu
of  any  fraction  of a share of New Common Stock  to  which  the
holder  would otherwise be entitled, a cash payment  therefor  on
the  basis  of the closing price of the Old Common Stock  on  the
American  Stock Exchange, Inc. on the Effective Date, as reported
on the composite tape of the American Stock Exchange, Inc. (or in
the  event the Corporation's Common Stock is not so traded on the
Effective Date, such closing price on the next preceding  day  on
which  such  stock  was  traded on the American  Stock  Exchange,
Inc.).  The  Corporation may retain a third party to collect  and
pool  fractional  share  interests, sell  the  same,  and  return
payment  to  the holders of the interests. If more than  one  Old
Certificate shall be surrendered at one time for the  account  of
the  same  stockholder, the number of full shares of  New  Common
Stock  for  which  New  Certificates shall  be  issued  shall  be
computed  on  the  basis  of  the  aggregate  number  of   shares
represented by the Old Certificates so surrendered.  In the event
that   the   Corporation's  Transfer  Agent  or  Exchange   Agent
determines that a holder of Old Certificates has not tendered all
his  certificates  for exchange, the Transfer Agent  or  Exchange
Agent  shall  carry  forward  any  fractional  share  until   all
certificates of that holder have been presented for exchange such
that  payment for fractional shares to any one person  shall  not
exceed  the value of one share. If any New Certificate is  to  be
issued  in  a  name other than that in which the Old Certificates
surrendered  for  exchange are issued, the  Old  Certificates  so
surrendered  shall be properly endorsed and otherwise  in  proper
form  for  transfer,  and the person or persons  requesting  such
exchange  shall affix any requisite stock transfer tax stamps  to
the  Old  Certificates surrendered, to provide  funds  for  their
purchase, or establish to the satisfaction of the Transfer  Agent
or  the Exchange Agent that such taxes are not payable. The Board
of Directors be and hereby is authorized to issue all or any part
of  the unissued shares of Preferred Stock and Common Stock  thus
authorized  without  further action by the  stockholders,  unless
such  action  is  required by law or by the rules  of  any  stock
exchange  on which the Corporation's securities are then  listed.
The  number of shares of the Preferred Stock initially authorized
to   be  issued  as  Amended  Series  A,  Cumulative  Convertible
Preferred Stock, Series B, Cumulative Preferred Stock and  Series
F, Cumulative Convertible Preferred Stock and the relative rights
and  preferences of such shares are set forth in Paragraphs B,  C
and  D,  of  this  Article FOURTH. Authority is hereby  expressly
vested  in  the  board  of directors to increase  the  number  of
authorized shares of such series of Preferred Stock and to divide
the  Preferred  Stock  into additional  series  and,  within  the
limitations  imposed by applicable law, to fix and determine  the
relative  rights and preferences of the shares of any  series  so
established  by  resolution  of the board  of  directors  and  to
provide  for  the  issuance thereof.  Each  series  shall  be  so
designated  as to distinguish the shares thereof from the  shares
of  all other series and classes.  All shares of Preferred  Stock
shall be identical except as to the following relative rights and
preferences,  as  to  which  there  may  be  variations   between
different series:

      (1)     the rate of dividend;

      (2)      the price at and the terms and conditions on which
shares may be redeemed or otherwise purchased;

      (3)      the  amount payable upon shares in  the  event  of
dissolution of the Corporation;

      (4)      sinking  fund  provisions for  the  redemption  or
purchase of shares;

      (5)     the terms and conditions on which the shares may be
converted,  if  the  shares  of a  series  are  issued  with  the
privilege of conversion;

      (6)     voting rights; and

      (7)     such other preferences and relative, participating,
optional or other special rights, and qualifications, limitations
or  restrictions thereof, as shall be stated and expressed in the
resolution  or resolutions providing for the issue of such  stock
adopted by the Board of Directors.

      B.     The Corporation shall have the authority to issue up
to 2,085,000 shares of Preferred Stock, which shall be designated
Amended  Series  A, Cumulative Convertible Preferred  Stock  (the
"Amended Series A Preferred Stock"), each share of Amended Series
A  Preferred  Stock  being identical with  each  other  share  of
Amended Series A Preferred Stock and all shares of Amended Series
A  Preferred  Stock having the following characteristics,  rights
and preferences:

     Section 1.     Designation; Number of Shares.  The shares of
the  series authorized by this resolution shall be designated  as
Amended  Series  A, Cumulative Convertible Preferred  Stock  (the
"Convertible  Preferred  Stock" or "Amended  Series  A  Preferred
Stock"). The number of shares initially constituting such  series
shall be limited to Two Million Eighty Five Thousand (2,085,000).
Such number of shares may be decreased, at any time and from time
to  time,  by  resolution  of the Board of  Directors;  provided,
however,  that no decrease shall reduce the number of  shares  of
Convertible Preferred Stock to a number less than the  number  of
shares   then   outstanding.   The  liquidation  value   of   the
Convertible Preferred Stock shall be $85.00.

     Section 2.     Dividends.

      (a)     Amount.  The holders of Convertible Preferred Stock
shall  be  entitled to receive, when, as and if declared  by  the
Board  of  Directors,  out  of funds legally  available  for  the
payment  of dividends, dividends at the rate of $8.075 per  share
per  annum,  and no more, payable semi-annually, on  May  1,  and
November 1 in each year, commencing November 1, 1997, except that
if  such  date is not a business day then such dividend shall  be
payable  on  the  next  succeeding business  day  (the  "Dividend
Payment  Date" or "Dividend Payment Dates") (as used herein,  the
term  "business day" shall mean any day except a Saturday, Sunday
or  day  on which banking institutions are authorized or required
by  law  to  close in New York City or in the City of  Lafayette,
Louisiana).  Such dividends shall be cumulative (whether  or  not
declared) and shall accrue, without interest, from the first  day
in  which such dividend may be payable as provided herein, except
that  with  respect  to  the  first  semi-annual  dividend,  such
dividend shall accrue from the date of issuance of such shares of
Convertible Preferred Stock (the "Issue Date").  Dividends  shall
be  payable  to  holders of record as they appear  on  the  share
transfer records of the Corporation on such record dates  as  may
be fixed by the Board of Directors, not more than sixty (60) days
nor less than ten (10) days preceding such Dividend Payment Date.
Dividends  in  arrears  may be declared and  paid  at  any  time,
without  reference  to  any  regular Dividend  Payment  Date,  to
holders  of  record on such date, not more than sixty  (60)  days
preceding the payment date thereof, as may be fixed by the  Board
of Directors of the Corporation.  The amount of dividends payable
on  shares  of  Convertible Preferred Stock for each  full  semi-
annual  dividend  period (the "Semi-Annual Dividend"),  shall  be
computed  by dividing by two the annual rate per share set  forth
in  this  subsection (a).  During the period  commencing  on  the
Issue  Date  to  and  including  the  Dividend  Payment  Date  on
November  1,  2000, dividends shall be paid in  additional  fully
paid and nonassessable shares of Convertible Preferred Stock (the
"Preferred Dividend Stock"), and, thereafter, dividends shall  be
paid  in  cash,  or, at the sole election of the Corporation,  in
shares  of  Preferred  Dividend Stock.  The amount  of  Preferred
Dividend  Stock  payable on the Convertible Preferred  Stock  for
each  semi-annual dividend period shall be computed  by  dividing
the  amount of the full Semi-Annual Dividend by eighty-five (85).
No  fractional shares of Preferred Dividend Stock shall be issued
by the Corporation.  Instead of any fractional share of Preferred
Dividend  Stock that would otherwise be issuable to a  holder  by
way  of  a  dividend  on  the Convertible  Preferred  Stock,  the
Corporation shall either (i) pay a cash adjustment in respect  of
such fractional share in an amount equal to the same fraction  of
$85.00  computed to the nearest whole cent or (ii) aggregate  all
such  fractional  shares into a whole number of shares  and  sell
such  aggregated  fractional shares  on  behalf  of  the  holders
entitled  thereto in a public or private sale and distribute  the
net cash proceeds from the sale thereof to such holders pro rata.
If  the  Corporation shall elect so to aggregate  and  sell  such
fractional  shares, it shall endeavor to use its best efforts  to
secure  the best available sales price for such shares but  shall
not  be obligated to secure the highest price obtainable for such
shares.   The  amount of Preferred Dividend Stock issuable  to  a
holder by way of a dividend shall be computed on the basis of the
aggregate  number  of  shares  of  Convertible  Preferred   Stock
registered in such holder's name on the record date fixed for the
payment  of  such dividend.  Dividends payable on the Convertible
Preferred  Stock  for  any period less than  a  full  semi-annual
period shall be computed on the basis of a 360-day year of twelve
30-day months.

       (b)      Priority.   If  dividends  upon  any  shares   of
Convertible  Preferred Stock, or any other outstanding  class  or
series  of Stock of the Corporation ranking on a parity with  the
Convertible Preferred Stock as to dividends, are in arrears,  all
dividends  or  other distributions declared upon  each  class  or
series  of such Stock (other than dividends paid in Stock of  the
Corporation ranking junior to the Convertible Preferred Stock  as
to dividends and upon liquidation, dissolution or winding up) may
only  be  declared pro rata so that in all cases  the  amount  of
dividends  or  other  distributions declared  per  share  on  the
Convertible Preferred Stock and such class or series bear to each
other  the  same ratio that the accrued and unpaid dividends  per
share  on the shares of the Convertible Preferred Stock and  such
class  or series bear to each other.  Except as set forth  above,
if  dividends upon any shares of Convertible Preferred Stock  are
in  arrears:  (i) no dividends (in cash, Stock or other property)
may  be  paid,  declared or set aside for payment  or  any  other
distribution made on any Stock of the Corporation ranking  junior
to  the  Convertible Preferred Stock as to dividends (other  than
dividends  or  distributions in Stock of the Corporation  ranking
junior  to  the  Convertible Preferred Stock as to dividends  and
upon   liquidation,   dissolution  or  winding   up)   and   upon
liquidation, dissolution or winding up; and (ii) no Stock of  the
Corporation ranking junior to or on a parity with the Convertible
Preferred  Stock  as to dividends may be redeemed,  purchased  or
otherwise  acquired by the Corporation, except by  conversion  of
such  Stock  into, or exchange of such Stock for,  Stock  of  the
Corporation ranking junior to the Convertible Preferred Stock  as
to dividends and upon liquidation, dissolution or winding up.

      (c)     No Interest.  No interest, sum of money in lieu  of
interest,  or  other property or securities shall be  payable  in
respect of any dividend payment or payments which are accrued but
unpaid.  Dividends paid on shares of Convertible Preferred  Stock
in  an amount less than the total amount of such dividends at the
time  accumulated and payable on such shares shall  be  allocated
pro  rata on a share-by-share basis among all such shares at  the
time outstanding.

     Section 3.     Conversion Privilege.

      (a)      Right  of  Conversion.  At any time  on  or  after
May  20,  1998 (the "Conversion Date"), each share of Convertible
Preferred Stock shall be convertible at the option of the  holder
thereof into fully paid and nonassessable shares of Common  Stock
("Conversion  Stock"), at a conversion rate  per  full  share  of
Convertible Preferred Stock determined by dividing $85.00 by  the
conversion price per share of Common Stock in effect on the  date
such share is surrendered for conversion, or into such additional
or  other securities, cash or property and at such other rates as
required  in  accordance with the provisions of this  Section  3,
except  that  if  shares  have been called  for  redemption,  the
conversion  right  will  terminate as to the  shares  called  for
redemption  at 5:00 p.m. New York City time, on the business  day
prior  to  the date fixed for such redemption.  For  purposes  of
this  resolution, the "conversion price" per share of Convertible
Preferred  Stock shall initially be $0.50 and shall  be  adjusted
from  time  to  time  in accordance with the provisions  of  this
Section  3.   For  purposes of this resolution,  the  "conversion
rate" per share of Convertible Preferred Stock shall initially be
170 shares of Conversion Stock and shall be adjusted from time to
time  in accordance with the provisions of this Section 3.   Each
share of Convertible Preferred Stock may be converted in whole or
in part.

      (b)      Conversion Procedures.  Any holder  of  shares  of
Convertible Preferred Stock desiring to convert such shares  into
Common  Stock  shall  surrender the certificate  or  certificates
evidencing  such  shares of Convertible Preferred  Stock  at  the
office of the transfer agent for the Convertible Preferred Stock,
which  certificate or certificates, if the Corporation  shall  so
require,  shall be duly endorsed to the Corporation or in  blank,
or   accompanied  by  proper  instruments  of  transfer  to   the
Corporation  or  in  blank, accompanied  by  irrevocable  written
notice to the Corporation that the holder elects to convert  such
shares of Convertible Preferred Stock and specifying the name  or
names  (with  address  or addresses) in which  a  certificate  or
certificates evidencing shares of Common Stock are to be issued.

      Except  as otherwise described in Section 3(i) or  in  this
paragraph, no payments or adjustments in respect of dividends  on
shares of Convertible Preferred Stock surrendered for conversion,
whether  paid  or  unpaid and whether or not in  arrears,  or  on
account  of  any  dividend on the Conversion  Stock  issued  upon
conversion  shall be made by the Corporation upon the  conversion
of any shares of Convertible Preferred Stock at the option of the
holder,  including,  without limitation, the  special  conversion
rights provided in Section 4.  The holder of record of shares  of
Convertible  Preferred  Stock  on  a  dividend  record  date  who
surrenders  such shares for conversion during the period  between
such  dividend record date and the corresponding Dividend Payment
Date  will  be entitled to receive the dividend on such  Dividend
Payment  Date  notwithstanding the  conversion  of  such  shares;
provided,  however,  that  unless  such  shares,  prior  to  such
surrender,  had  been called for redemption on a redemption  date
during  the  period  between such dividend record  date  and  the
Dividend  Payment  Date, such shares must  be  accompanied,  upon
surrender  for  conversion, by payment from  the  holder  to  the
Corporation  of an amount equal to the dividend payable  on  such
shares on that Dividend Payment Date.

      The  Corporation shall, as soon as practicable  after  such
surrender   of  certificates  evidencing  shares  of  Convertible
Preferred  Stock accompanied by the written notice and compliance
with  any  other conditions herein contained, delivered  at  such
office  of  such transfer agent to the person for  whose  account
such  shares  of Convertible Preferred Stock were so surrendered,
or  to  the  nominee  or  nominees of such  person,  certificates
evidencing  the  number of full shares of Common Stock  to  which
such  person shall be entitled as aforesaid, together with a cash
adjustment in respect of any fraction of a share of Common  Stock
as hereinafter provided.  Such conversion shall be deemed to have
been  made  as  of the date of such surrender of  the  shares  of
Convertible  Preferred Stock to be converted, and the  person  or
persons  entitled  to receive the Common Stock  deliverable  upon
conversion  of such Convertible Preferred Stock shall be  treated
for  all purposes as the record holder or holders of such  Common
Stock on such date.

      (c)     Adjustment of Conversion Price and Conversion Rate.
The  conversion  price at which a share of Convertible  Preferred
Stock  is convertible into Common Stock, and the conversion  rate
at  which shares of Conversion Stock are issuable upon conversion
of Convertible Preferred Stock, shall be subject to adjustment in
certain events including, without duplication, the following:

           (i)      In case the Corporation shall pay or  make  a
     dividend   or   other  distribution  on  its  Common   Stock
     exclusively  in Common Stock  to all holders of  its  Common
     Stock,  the  conversion price in effect at  the  opening  of
     business  on the business day following the date  fixed  for
     the  determination of stockholders entitled to receive  such
     dividend   or  other  distribution  shall  be   reduced   by
     multiplying such conversion price by a fraction of which the
     numerator  shall  be the number of shares  of  Common  Stock
     outstanding at the close of business on the date  fixed  for
     such  determination and the denominator shall be the sum  of
     such  number  of  shares  and the  total  number  of  shares
     constituting   or  included  in  such  dividend   or   other
     distribution, such reduction to become effective immediately
     after the opening of business on the day following the  date
     fixed  for  such  determination.  For the purposes  of  this
     paragraph (i), the number of shares of Common Stock  at  any
     time  outstanding  shall  not include  shares  held  in  the
     treasury of the Corporation.  The Corporation shall not  pay
     any  dividend or make any distribution on shares  of  Common
     Stock held in the treasury of the Corporation.

           (ii)      In case the Corporation shall pay or make  a
     dividend   or   other  distribution  on  its  Common   Stock
     consisting exclusively of, or shall otherwise issue  to  all
     holders  of  its Common Stock, rights or warrants  entitling
     the  holders thereof to subscribe for or purchase shares  of
     Common Stock at a price per share less than the Market Price
     per  share (determined as provided in paragraph (vi) of this
     Section 3(c)) of the Common Stock on the date fixed for  the
     determination  of  stockholders  entitled  to  receive  such
     rights  or warrants, the conversion price in effect  at  the
     opening of business on the day following the date fixed  for
     such  determination  shall be reduced  by  multiplying  such
     conversion price by a fraction of which the numerator  shall
     be  the number of shares of Common Stock outstanding at  the
     close  of  business on the date fixed for such determination
     plus  the  number  of  shares  of  Common  Stock  which  the
     aggregate  of  the  offering price of the  total  number  of
     shares  of  Common  Stock  so offered  for  subscription  or
     purchase  would  purchase  at  such  Market  Price  and  the
     denominator  shall be the number of shares of  Common  Stock
     outstanding at the close of business on the date  fixed  for
     such determination plus the number of shares of Common Stock
     so  offered for subscription or purchase, such reduction  to
     become  effective immediately after the opening of  business
     on  the day following the date fixed for such determination.
     In case any rights or warrants referred to in this paragraph
     (ii)  in respect of which an adjustment shall have been made
     shall  expire  unexercised, the conversion  price  shall  be
     readjusted  at the time of such expiration to the conversion
     price  that  would have been in effect if no adjustment  had
     been made on account of the distribution or issuance of such
     expired rights or warrants.

           (iii)      In case outstanding shares of Common  Stock
     shall  be  subdivided  into a greater number  of  shares  of
     Common  Stock, the conversion price in effect at the opening
     of  business  on the day following the day upon  which  such
     subdivision   becomes  effective  shall  be  proportionately
     reduced,  and  conversely,  in case  outstanding  shares  of
     Common Stock shall each be combined into a smaller number of
     shares  of  Common Stock, the conversion price in effect  at
     the  opening of business on the day following the  day  upon
     which   such   combination  becomes   effective   shall   be
     proportionately  increased, such reduction or  increase,  as
     the  case may be, to become effective immediately after  the
     opening of business on the day following the day upon  which
     such subdivision or combination becomes effective.

          (iv)     Subject to the last sentence of this paragraph
     (iv),  in  case  the  Corporation  shall,  by  dividend   or
     otherwise,  distribute to all holders of  its  Common  Stock
     evidences of its indebtedness, shares of any class or series
     of  capital stock, cash or assets (including securities, but
     excluding   any   rights   or  warrants   referred   to   in
     paragraph  (ii)  of  this  Section  3(c),  any  dividend  or
     distribution  paid exclusively in cash and any  dividend  or
     distribution   referred  to  in  paragraph   (i)   of   this
     Section  3(c)), the conversion price in effect  on  the  day
     following   the   date  fixed  for  the  payment   of   such
     distribution (the date fixed for payment being  referred  to
     as  the  "Reference Date") shall be reduced  by  multiplying
     such  conversion price by a fraction of which the  numerator
     shall  be the Market Price per share (determined as provided
     in  paragraph (vi) of this Section 3(c)) of the Common Stock
     on  the  Reference  Date  less the  fair  market  value  (as
     determined  in  good faith by the Board of Directors,  whose
     determination  shall  be  conclusive  and  described  in   a
     resolution of the Board of Directors) on the Reference  Date
     of  the portion of the evidences of indebtedness, shares  of
     capital stock, cash and assets so distributed applicable  to
     one share of Common Stock, and the denominator shall be such
     Market  Price per share of the Common Stock, such  reduction
     to  become  effective immediately prior to  the  opening  of
     business  on the day following the Reference Date.   If  the
     Board  of Directors determines the fair market value of  any
     distribution  for  purposes  of  this  paragraph   (iv)   by
     reference  to the actual or when issued trading  market  for
     any  securities  comprising such distribution,  it  must  in
     doing  so  consider the prices in such market over the  same
     period  used  in  computing the Market Price  per  share  of
     Common   Stock   pursuant   to  paragraph   (vi)   of   this
     Section  3(c).   For  purposes of this paragraph  (iv),  any
     dividend  or  distribution that includes  shares  of  Common
     Stock  or  rights or warrants to subscribe for  or  purchase
     shares  of Common Stock shall be deemed to be (A) a dividend
     or  distribution  of  the evidences of  indebtedness,  cash,
     assets or shares of capital stock other than such shares  of
     Common  Stock  or rights or warrants (making any  conversion
     price reduction required by this paragraph (iv)) immediately
     followed by (B) a dividend or distribution of such shares of
     Common  Stock or such rights or warrants (making any further
     conversion price reduction required by paragraph (i) or (ii)
     of this Section 3(c)), except (1) the Reference Date of such
     dividend  or distribution as defined in this paragraph  (iv)
     shall   be   substituted  as  "the  date   fixed   for   the
     determination  of  stockholders  entitled  to  receive  such
     dividend  or  other distribution," "the date fixed  for  the
     determination  of  stockholders  entitled  to  receive  such
     rights   or   warrants"  and  "the  date  fixed   for   such
     determination" within the meaning of paragraphs (i) and (ii)
     of  this  Section  3(c) and (2) any shares of  Common  Stock
     included  in  such  dividend or distribution  shall  not  be
     deemed  "outstanding at the close of business  on  the  date
     fixed   for  such  determination"  within  the  meaning   of
     paragraph (i) of this Section 3(c).

           (v)      In case the Corporation shall pay or  make  a
     dividend or other distribution on its Common Stock  in  cash
     (excluding (A) cash that is part of a distribution  referred
     to  in  paragraph  (iv) above and (B) in  the  case  of  any
     quarterly  cash  dividend on the Common Stock,  the  portion
     thereof  that  does not exceed the per share amount  of  the
     next  preceding quarterly cash dividend on the Common  Stock
     (as  adjusted  to appropriately reflect any  of  the  events
     referred to in paragraphs (i), (ii), (iii), (iv) and (v)  of
     this  Section 3(c)), or all of such quarterly cash  dividend
     if  the  amount thereof per share of Common Stock multiplied
     by  four  does not exceed 15% of the Market Price per  share
     (determined   as  provided  in  paragraph   (vi)   of   this
     Section 3(c)) of the Common Stock as of the trading day next
     preceding  the  date  of declaration of such  dividend,  the
     conversion price in effect immediately prior to the  opening
     of  business  on the day following the date  fixed  for  the
     payment   for   such  distribution  shall  be   reduced   by
     multiplying such conversion price by a fraction of which the
     numerator shall be the Market Price per share (determined as
     provided  in  paragraph (vi) of this Section  3(c))  of  the
     Common  Stock  on  the date fixed for the  payment  of  such
     distribution less the amount of cash so distributed and  not
     excluded as provided above applicable to one share of Common
     Stock,  and  the denominator of which shall be  such  Market
     Price  per  share  of the Common Stock,  such  reduction  to
     become  effective  immediately  prior  to  the  opening   of
     business on the day following the date fixed for the payment
     of such distribution.

           (vi)      For  the  purpose of any  computation  under
     paragraph (ii), (iii), (iv) or (v) of this Section  3(c)  or
     Section 3(d), the Market Price per share of Common Stock  on
     any  date  shall be deemed to be the average of  the  Market
     Prices for the five consecutive trading days ending with and
     including  the  date  in question; provided,  however,  that
     (A)  if the "ex" date (as hereinafter defined) for any event
     (other  than  the  issuance or distribution  requiring  such
     computation)  that requires an adjustment to the  conversion
     price  pursuant to paragraph (i), (ii), (iii), (iv)  or  (v)
     above  ("Other  Event") occurs after the fifth  trading  day
     prior to the date in question and prior to the "ex" date for
     the issuance or distribution requiring such computation (the
     "Current  Event"),  the Market Price for  each  trading  day
     prior  to  the  "ex"  date for such  Other  Event  shall  be
     adjusted  by  multiplying  such Market  Price  by  the  same
     fraction by which the conversion price is so required to  be
     adjusted  as a result of such Other Event, (B) if  the  "ex"
     date for any Other Event occurs after the "ex" date for  the
     Current  Event and on or prior to the date in question,  the
     Market Price for each trading day on and after the "ex" date
     for  such Other Event shall be adjusted by multiplying  such
     Market Price by the reciprocal of the fraction by which  the
     conversion price is so required to be adjusted as  a  result
     of  such  Other  Event, (C) if the "ex" date for  any  Other
     Event occurs on the "ex" date for the Current Event, one  of
     those events shall be deemed for purposes of clauses (A) and
     (B) of this proviso to have an "ex" date occurring prior  to
     the  "ex" date for the other event, and (D) if the "ex" date
     for  the  Current  Event  is on or  prior  to  the  date  in
     question, after taking into account any adjustment  required
     pursuant to clause (B) of this proviso, the Market Price for
     each  trading  day  on  or after such  "ex"  date  shall  be
     adjusted  by adding thereto the amount of any cash  and  the
     fair market value on the date in question (as determined  in
     good  faith by the Board of Directors in a manner consistent
     with  any  determination  of  such  value  for  purposes  of
     paragraph   (iv)  or  (v)  of  this  Section   3(c),   whose
     determination  shall  be  conclusive  and  described  in   a
     resolution of the Board of Directors) of the portion of  the
     rights,  warrants,  evidences  of  indebtedness,  shares  of
     capital stock or assets being distributed applicable to  one
     share of Common Stock.  For purposes of this paragraph,  the
     term  "ex" date, (1) when used with respect to any  issuance
     or  distribution, means the first date on which  the  Common
     Stock trades regular way on the relevant exchanges or in the
     relevant  market  from which the Market Price  was  obtained
     without  the  right to receive such issuance or distribution
     and  (2)  when  used  with respect  to  any  subdivision  or
     combination of shares of Common Stock, means the first  date
     on  which  the  Common  Stock trades  regular  way  on  such
     exchange  or  in such market after the time  at  which  such
     subdivision or combination becomes effective.   As  used  in
     this  Section  3(c)  or in Section 3(d),  the  term  "Market
     Price"  of  the  Common Stock for any  day  means  the  last
     reported  sale price, regular way, on such day,  or,  if  no
     sale  takes  place on such day, the average of the  reported
     closing  bid and asked prices on such day, regular  way,  in
     either case reported on the American Stock Exchange ("AMEX")
     Consolidated  Transaction Tape, or, if the Common  Stock  is
     not  listed or admitted to trading on the AMEX on such  day,
     on  the principal national securities exchange on which  the
     Common Stock is listed or admitted to trading, if the Common
     Stock  is listed on a national securities exchange,  or  the
     National  Market  Tier of The Nasdaq Stock  Market  ("Nasdaq
     NMS")  or,  if  not listed or admitted to  trading  on  such
     quotation system, on the principal quotation system on which
     the  Common  Stock may be listed or admitted to  trading  or
     quoted or, if not listed or admitted to trading or quoted on
     any  national securities exchange or quotation  system,  the
     average  of  the closing bid and asked prices of the  Common
     Stock  in the over-the-counter market on the day in question
     as  reported  by the National Quotation Bureau Incorporated,
     or  similar generally accepted reporting service, or, if not
     so available in such manner, as furnished by any AMEX member
     firm selected from time to time by the Board of Directors of
     the Corporation for that purpose or, if not so available  in
     such  manner, as otherwise determined in good faith  by  the
     Board of Directors of the Corporation.

           (vii)     No adjustment in the conversion price  shall
     be required unless such adjustment would require an increase
     or  decrease  of  at  least  1%  in  the  conversion  price;
     provided,  however, that any adjustments which by reason  of
     this  paragraph (vii) are not required to be made  shall  be
     carried  forward  and taken into account in  any  subsequent
     adjustment.

          (viii)     Whenever the conversion price is adjusted as
     herein provided:

                (A)     the Corporation shall make an appropriate
          corresponding proportional adjustment to the conversion
          rate  which  shall become effective when the adjustment
          to the conversion price becomes effective;

               (B)     the Corporation shall compute the adjusted
          conversion price and conversion rate and shall  prepare
          a  certificate  signed  by  a  Vice  President  or  the
          Treasurer of the Corporation setting forth the adjusted
          conversion  price and conversion rate  and  showing  in
          reasonable detail the facts upon which such adjustments
          are  based,  and  such certificate shall  forthwith  be
          filed  with  the  transfer agent  for  the  Convertible
          Preferred Stock; and

                 (C)       as  soon  as  practicable  after   the
          adjustments, the Corporation shall mail to  all  record
          holders  of  Convertible Preferred Stock at their  last
          addresses as they shall appear in stock transfer  books
          of the Corporation a notice stating that the conversion
          price  and  conversion  rate  have  been  adjusted  and
          setting   forth  the  adjusted  conversion  price   and
          conversion rate.

           (ix)      The Corporation from time to time may reduce
     the conversion price or  increase the conversion rate by any
     amount  for  any period of time if the period  is  at  least
     twenty  (20)  days  and the Board of Directors  has  made  a
     determination that such reduction (or increase) would be  in
     the  best  interest of the Corporation, which  determination
     shall  be  conclusive.   Whenever the  conversion  price  is
     reduced (or the conversion rate increased) pursuant  to  the
     preceding sentence, the Corporation shall mail to the record
     holders  of  Convertible Preferred Stock  a  notice  of  the
     reduction (or increase) at least fifteen (15) days prior  to
     the   date   the  reduced  conversion  price  (or  increased
     conversion  rate) takes effect, and such notice shall  state
     the  reduced conversion price (or increased conversion rate)
     and the period it will be in effect.

      (d)      No  Fractional  Shares.  No fractional  shares  of
Common  Stock shall be issued upon conversion of the  Convertible
Preferred Stock.  If more than one certificate evidencing  shares
of   Convertible   Preferred  Stock  shall  be  surrendered   for
conversion at such time by the holder, the number of full  shares
issuable  upon conversion thereof shall be computed on the  basis
of  the aggregate number of shares of Convertible Preferred Stock
so  surrendered.  Instead of any fractional share of Common Stock
that  would otherwise be issuable to a holder upon conversion  of
any  shares of Convertible Preferred Stock, the Corporation shall
either  (i)  pay a cash adjustment in respect of such  fractional
share in an amount equal to the same fraction of the Market Price
for  the  shares of Common Stock as of the day of such conversion
or  (ii) aggregate all such fractional shares into a whole number
of shares and sell such aggregated fractional shares on behalf of
the  holders  entitled thereto in a public or  private  sale  and
distribute  the net cash proceeds from the sale thereof  to  such
holders  pro  rata.  If the Corporation should  so  elect  so  to
aggregate  and sell such fractional shares, it shall endeavor  to
use its best efforts to secure the best available sales price for
such  shares  but  shall not be obligated to secure  the  highest
price obtainable for such shares.

      (e)     Reclassification, Consolidation, Merger or Sale  of
Assets.   In the event that the Corporation shall be a  party  to
any  transaction pursuant to which the Common Stock is  converted
into  the  right  to  receive  other securities,  cash  or  other
property  (including  without limitation any recapitalization  or
reclassification of the Common Stock (other than a change in  par
value, or from par value to no par value, or from no par value to
par  value, or as a result of a subdivision or combination of the
Common  Stock),  any  consolidation of the Corporation  with,  or
merger  of the Corporation into, any other person, any merger  or
another  person into the Corporation (other than a  merger  which
does  not  result in a reclassification, conversion, exchange  or
cancellation of outstanding shares of Common Stock), any sale  or
transfer  of  all  or  substantially all of  the  assets  of  the
Corporation or any share exchange), then lawful provisions  shall
be  made  as  part of the terms of such transaction  whereby  the
holder  of  each  share  of  Convertible  Preferred  Stock   then
outstanding shall have the right thereafter to convert such share
only  into  the  kind and amount of securities,  cash  and  other
property  receivable upon such transaction by  a  holder  of  the
number of shares of Common Stock into which such share might have
been  converted  immediately prior to such transaction  provided,
however, that if the holders of Common Stock were entitled by the
terms   of  the  transaction  to  make  an  election  to  receive
securities,  cash  or  property,  or  any  combination   of   the
foregoing, lawful provision shall be made as part of the terms of
such  transaction whereby the holder of each share of Convertible
Preferred  Stock then outstanding shall have the right thereafter
to   convert  such  share  only  into  the  kind  and  amount  of
securities,   cash  or  other  property  receivable   upon   such
transaction  by a holder of the number of shares of Common  Stock
who  made  one of the elections provided for in such  transaction
(as  determined  by  the Board of Directors, whose  determination
shall  be  conclusive)  into which such  share  might  have  been
converted immediately prior to such transaction.  The Corporation
or the person formed by such consolidation or resulting from such
merger  or  which  acquires such shares  or  which  acquires  the
Corporation's  shares, as the case may be, shall make  provisions
in   its  certificate  or  articles  of  incorporation  or  other
constituting document to establish such right.  Such  certificate
or articles of incorporation or other constituting document shall
provide  for  adjustments  which, for events  subsequent  to  the
effective  date of such certificate or articles of  incorporation
or  other constituting document, shall be as nearly equivalent as
may  be  practicable  to the adjustments  provided  for  in  this
Section  3.   The  above  provisions  shall  similarly  apply  to
successive transactions of the foregoing type.

      (f)      Reservation of Shares; Etc.  The Corporation shall
at  all  times  reserve and keep available, free from  preemptive
rights  out  of its authorized and unissued Common  Stock  and/or
Common  Stock  held  in  treasury,  solely  for  the  purpose  of
effecting the conversion of the Convertible Preferred Stock, such
number  of shares of its Common Stock as shall from time to  time
be   sufficient  to  effect  the  conversion  of  all  shares  of
Convertible  Preferred Stock from time to time outstanding.   The
Corporation shall from time to time, in accordance with the  laws
of  the State of Delaware, in good faith and as expeditiously  as
possible,  endeavor to cause the authorized number of  shares  of
Common  Stock  to  be  increased (or combine  or  repurchase  its
outstanding shares of Common Stock) if at any time the number  of
shares  of  authorized and unissued Common  Stock  and/or  Common
Stock  held  in treasury, shall not be sufficient to  permit  the
conversion  of  all  the then outstanding shares  of  Convertible
Preferred Stock.

      If  any shares of Common Stock required to be reserved  for
the  purposes  of  conversion of the Convertible Preferred  Stock
hereunder   require  registration  with  or   approval   of   any
governmental authority under any Federal or State law before such
shares  may  be issued upon conversion, the Corporation  will  in
good  faith  and as expeditiously as possible endeavor  to  cause
such shares to be duly registered or approved as the case may be.
If  the  Common  Stock  is  listed  on  any  national  securities
exchange, the Corporation will, if permitted by the rules of such
exchange,  list and keep listed on such exchange,  upon  official
notice  of  issuance,  all shares of Common Stock  issuable  upon
conversion of the Convertible Preferred Stock, for so long as the
Common Stock continues to be so listed.

     (g)     Prior Notice of Certain Events.  In case:

                (i)      the  Corporation shall (A)  declare  any
          dividend  (or  any other distribution)  on  its  Common
          Stock,  other than (1) a dividend payable in shares  of
          Common  Stock or (2) a dividend payable in cash out  of
          its  retained  earnings  other  than  any  special   or
          nonrecurring   or  other  extraordinary   dividend   or
          (B) declare or authorize a redemption or repurchase  of
          in  excess  of  10% of the then outstanding  shares  of
          Common Stock; or

                (ii)      the  Corporation  shall  authorize  the
          granting  to all holders of Common Stock of  rights  or
          warrants  to  subscribe for or purchase any  shares  of
          stock of any class or series or of any other rights  or
          warrants; or

                (iii)     of any reclassification of Common Stock
          (other  than  a  subdivision  or  combination  of   the
          outstanding Common Stock, or a change in par value,  or
          from par value to no par value, or from no par value to
          par  value), or of any consolidation or merger to which
          the  Corporation is party and for which approval of any
          stockholders  of the Corporation shall be required,  or
          of  the sale or transfer of all or substantially all of
          the  assets of the Corporation or of any share exchange
          whereby   the  Corporation  is  converted  into   other
          securities, cash or other property; or

                 (iv)       of   the  voluntary  or   involuntary
          dissolution,   liquidation  or  winding   up   of   the
          Corporation;

then  the  Corporation shall cause to be filed with the  transfer
agent for the Convertible Preferred Stock, and shall cause to  be
mailed  to  all  holders  of record of the Convertible  Preferred
Stock at their last addresses as they shall appear upon the stock
transfer  books  of the Corporation, at least fifteen  (15)  days
prior  to  the  applicable record or effective  date  hereinafter
specified,  a notice stating (x) the date on which a  record  (if
any)   is   to  be  taken  for  the  purpose  of  such  dividend,
distribution,  redemption, repurchase,  or  grant  of  rights  or
warrants or, if a record is not to be taken, the date as of which
the  holders  of  Common Stock of record to be entitled  to  such
dividend,   distribution,  redemption,  repurchase,   rights   or
warrants  are  to  be determined or (y) the date  on  which  such
reclassification,  consolidation, merger, sale,  transfer,  share
exchange,  dissolution, liquidation or winding up is expected  to
become  effective  and the date as of which it is  expected  that
holders  of Common Stock of record shall be entitled to  exchange
their  shares  of  Common Stock, for securities,  cash  or  other
property  deliverable upon such reclassification,  consolidation,
merger,  sale, transfer, share exchange, dissolution, liquidation
or  winding up (but no failure to mail such notice or any  defect
therein  or  in the mailing thereof shall affect the validity  of
the corporate action required to be specified in such notice).

      (h)     Certain Additional Rights.  In case the Corporation
shall,  by  dividend or otherwise, declare or make a distribution
on  its  Common Stock referred to in Section 3(c)(iv) or  3(c)(v)
(including,   without  limitation,  dividends   or   distribution
referred to in the last sentence of Section 3(c)(iv)), the holder
of  each share of Convertible Preferred Stock upon the conversion
thereof subsequent to the close of business on the date fixed for
the  determination  of  stockholders  entitled  to  receive  such
distribution  and  prior to the effectiveness of  the  conversion
price  adjustment  in  respect  of such  distribution,  shall  be
entitled  to  receive for each share of Common Stock  into  which
such  share  of  Convertible Preferred Stock  is  converted,  the
portion   of  the  shares  of  Common  Stock,  rights,  warrants,
evidences  of  indebtedness, shares of capital  stock,  cash  and
assets  as  distributed applicable to one share of Common  Stock;
provided, however, that at the election of the Corporation (whose
election  shall  be evidenced by a resolution  of  the  Board  of
Directors)  with  respect  to  all  holders  so  converting,  the
Corporation  may,  in lieu of distributing  to  such  holder  any
portion of such distribution not consisting of cash or securities
of  the  Corporation, pay such holder an amount in cash equal  to
the fair market value thereof (as determined in good faith by the
Board of Directors, which determination shall be conclusive).  If
any   conversion  of  a  share  of  Convertible  Preferred  Stock
described in the immediately preceding sentence occurs  prior  to
the  payment  date for a distribution to holders of Common  Stock
which  the holder of the share of Convertible Preferred Stock  so
converted  is  entitled  to  receive  in  accordance   with   the
immediately  preceding sentence, the Corporation may elect  (such
election  to  be  evidenced  by a  resolution  of  the  Board  of
Directors) to distribute to such holder a due bill for the shares
of  Common  Stock,  rights, warrants, evidences of  indebtedness,
shares  of capital stock, cash or assets to which such holder  is
so entitled, provided that such due bill (a) meets any applicable
requirements  of  the principal national securities  exchange  or
other  market  on  which  the Common Stock  is  then  traded  and
(b)  requires payment or delivery of such shares of Common Stock,
rights,  warrants, evidences of indebtedness, shares  of  capital
stock,  cash  or  assets no later than the  date  of  payment  or
delivery  thereof to holders of shares of Common Stock  receiving
such distribution.

     (i)     Mandatory Conversion Right.

           (i)      At  any  time after November  20,  1997,  and
     provided  that the Corporation is current in the payment  of
     dividends  on  the  Convertible  Preferred  Stock   to   the
     Mandatory  Conversion  Date, the  Corporation  may,  at  its
     option, require the conversion of all the outstanding shares
     of   Convertible  Preferred  Stock.   The  Corporation   may
     exercise  this option only if for twenty (20)  trading  days
     within  any period of thirty (30) consecutive trading  days,
     including  the last trading day of such period, the  Current
     Market Price (as defined in subparagraph (iii) below) of the
     Common   Stock  equals  or  exceeds  150%  of  the   current
     conversion  price of the Convertible Preferred  Stock,  such
     conversion  price to be subject to adjustments in  the  same
     manner  and for the same events as the conversion  price  in
     Section  3.   In order to exercise its mandatory  conversion
     option,  the  Corporation must issue  a  press  release  for
     publication   on  the  Dow  Jones  News  Service,   Reuters,
     Bloomberg,  or other widely disseminated publicly  available
     financial news service, announcing the effective date of the
     mandatory conversion of the Convertible Preferred Stock (the
     "Mandatory  Conversion  Date")  prior  to  the  opening   of
     business on the second trading day after any period in which
     the condition in the preceding sentence has been met, but in
     no  event  prior  to November 20, 1997.  The  press  release
     shall announce the Mandatory Conversion Date and provide the
     current  conversion  price,  current  conversion  rate   and
     Current Market Price of the Common Stock, in each case as of
     the  close of business on the trading day next preceding the
     date  of  the  press release.  Effective  on  the  Mandatory
     Conversion Date, all of the issued and outstanding shares of
     Convertible  Preferred Stock shall be converted  into  fully
     paid  and  non-assessable shares of  Common  Stock  at  such
     current  conversion  price and current conversion  rate  set
     forth  in such press release in the manner provided in  this
     Section  3.   Effective as of the close of business  on  the
     Mandatory   Conversion  Date,  the  shares  of   Convertible
     Preferred  Stock shall no longer be deemed to be issued  and
     outstanding  and  certificates evidencing such  Stock  shall
     solely  evidence the right to receive the shares  of  Common
     Stock issuable in such conversion.

           (ii)      Notice  of  the exercise  of  the  Mandatory
     Conversion  Right will be given by first-class mail  to  the
     record  holders of the Convertible Preferred Stock not  more
     than four (4) business days after the Corporation issues the
     press release.  The Mandatory Conversion Date will be a date
     selected  by the Corporation not less than thirty  (30)  nor
     more  than  sixty  (60) days after the  date  on  which  the
     Corporation   issues  the  press  release   announcing   its
     intention to exercise its Mandatory Conversion Right.

          (iii)     The term "Current Market Price' of the Common
     Stock  for  any  day means the reported closing  bid  price,
     regular  way, on such day, as reported on the AMEX,  or,  if
     the Common Stock is not listed or admitted to trading on the
     AMEX  on  such  day,  on the principal  national  securities
     exchange on which the Common Stock is listed or admitted  to
     trading,  if  the  Common  Stock is  listed  on  a  national
     securities  exchange, or the Nasdaq NMS or,  if  the  Common
     Stock  is  not  quoted  or  admitted  to  trading  on   such
     quotations  system,  on the principal  quotation  system  in
     which  the Common Stock may be listed or admitted to trading
     or quoted or, if not listed or admitted to trading or quoted
     on any national securities exchange or quotation system, the
     average  of  the closing bid and asked prices of the  Common
     Stock  in the over-the-counter market on the day in question
     as  reported  by the National Quotation Bureau Incorporated,
     or  similar generally accepted reporting service, or, if not
     so available in such manner, as furnished by any AMEX member
     firm selected from time to time by the Board of Directors of
     the Corporation for that purpose or, if not so available  in
     such  manner, as otherwise determined in good faith  by  the
     Board  of  Directors of the Corporation, which determination
     shall be conclusive.

     Section 4.     Special Conversion Rights.

      (a)     Change of Control.  Upon the occurrence of a Change
of  Control  (as  defined in Section 4(e)) with  respect  to  the
Corporation,  each  holder of Convertible Preferred  Stock  shall
have  the  right, at the holder's option, for a period of  thirty
(30) days after the mailing of a notice by the Corporation that a
Change of Control has occurred, to convert all, but not less than
all,  of  such holder's Convertible Preferred Stock  into  Common
Stock  of  the  Corporation at an adjusted conversion  price  per
share  equal  to  the  Special Conversion Price  (as  defined  in
Section  4(e)).  The Corporation may, at its option, in  lieu  of
providing Common Stock upon any such special conversion,  provide
the  holder  with cash equal to the Market Value (as  defined  in
Section  4(e))  of the Common Stock multiplied by the  number  of
shares  of  Common  Stock into which such  Convertible  Preferred
Stock  would  have  been convertible immediately  prior  to  such
Change  of Control at an adjusted conversion price equal  to  the
Special  Conversion Price.  The special conversion right  arising
upon a Change of Control shall only be applicable with respect to
the  first Change of Control that occurs after the first date  of
issuance   of   any  Convertible  Preferred  Stock.   Convertible
Preferred  Stock which becomes convertible pursuant to a  special
conversion  right shall, unless so converted, remain  convertible
pursuant to Section 3 at the conversion price and conversion rate
in  effect immediately before the effective date of the Change of
Control,   subject  to  subsequent  adjustment  as  provided   in
Section 3(c).

      (b)      Fundamental  Change.  Upon  the  occurrence  of  a
Fundamental Change (as defined in Section 4(e)) with  respect  to
the Corporation, each holder of Convertible Preferred Stock shall
have  a special conversion right, at the holder's option,  for  a
period  of thirty (30) days after the mailing of a notice by  the
Corporation  that a Fundamental Change has occurred,  to  convert
all,  but  not  less  than  all,  of  such  holder's  Convertible
Preferred  Stock  into the kind and amount of  cash,  securities,
property or other assets receivable upon such Fundamental  Change
by  a  holder of the number of shares of Common Stock into  which
such  Convertible  Preferred Stock would  have  been  convertible
immediately  prior  to  such Fundamental Change  at  an  adjusted
conversion  price  equal to the Special  Conversion  Price.   The
Corporation or a successor corporation, as the case may be,  may,
at  its  option  and  in lieu of providing the  consideration  as
required above upon such conversion, provide the holder with cash
equal  to the Market Value of the Common Stock multiplied by  the
number  of  shares  of Common Stock into which  such  Convertible
Preferred Stock would have been convertible immediately prior  to
such Fundamental Change at an adjusted conversion price equal  to
the Special Conversion Price.

      (c)     Notice.  Upon the occurrence of a Change of Control
or  a  Fundamental Change with respect to the Corporation, within
thirty  (30)  days  after such occurrence, the Corporation  shall
mail  to  each holder of Convertible Preferred Stock a notice  of
such  occurrence (the "Special Conversion Notice") setting  forth
the following:

          (i)     the event constituting the Change of Control or
     Fundamental Change;

           (ii)      the  date upon which the applicable  special
     conversion right will terminate;

          (iii)     the Special Conversion Price;

           (iv)     the conversion price and conversion rate then
     in  effect  under  Section 3 and the  continuing  conversion
     rights, if any, under Section 3;

           (v)      the name and address of the paying agent  and
     conversion agent;

           (vi)      that holders who want to convert Convertible
     Preferred   Stock   must   satisfy   the   requirements   of
     Section 4(d) and must exercise such conversion right  within
     the  thirty (30)-day period after the mailing of such notice
     by the Corporation;

           (vii)     that exercise of such conversion right shall
     be irrevocable and no dividends on the Convertible Preferred
     Stock  (or  portions thereof) tendered for conversion  shall
     accrue from and after the conversion date; and

            (viii)      that  the  Corporation  (or  a  successor
     corporation, if applicable) may, at its option, elect to pay
     cash  (specifying  the amount thereof  per  share)  for  all
     Convertible Preferred Stock tendered for conversion.

      (d)      Exercise  Procedures.   A  holder  of  Convertible
Preferred Stock must exercise the special conversion right within
the  thirty  (30)-day  period after the mailing  of  the  Special
Conversion Notice or such special conversion right shall  expire.
Such  right must be exercised in accordance with Section 3(b)  to
the extent the procedures in Section 3(b) are consistent with the
special   provisions  of  this  Section  4.   Exercise  of   such
conversion  right  shall  be  irrevocable  and  no  payments   or
adjustments  in  respect of dividends on  shares  of  Convertible
Preferred  Stock  surrendered  for conversion,  whether  paid  or
unpaid  and  whether  or not in arrears  shall  be  made  by  the
Corporation  upon  exercise  of  such  conversion   right.    The
conversion  date  with  respect to  the  exercise  of  a  special
conversion  right arising upon a Change of Control or Fundamental
Change shall be the thirtieth (30th) day after the mailing of the
Special Conversion Notice.

       Convertible  Preferred  Stock  which  becomes  convertible
pursuant  to a special conversion right shall, unless  converted,
remain convertible pursuant to Section 3 into the kind and amount
of cash, securities, property or other assets that the holders of
the  Convertible  Preferred Stock would  have  owned  immediately
after  the  Fundamental Change if the holders had  converted  the
Convertible Preferred Stock immediately before the effective date
of the Fundamental Change, subject to subsequent adjustment under
the provisions contemplated by Section 3(c), if applicable.

      (e)     Definitions.  The following definitions shall apply
to terms used in this Section 4:

           (i)      A  "Change  of Control" with respect  to  the
     Corporation  shall be deemed to have occurred at  the  first
     time  after  the  Issue  Date that any  person  (within  the
     meaning  of  Sections 13(d)(3) and 14(d)(2) of the  Exchange
     Act)),  including a group (within the meaning of Rule  13d-5
     under the Exchange Act), together with any of its Affiliates
     or Associates (as defined below), files or becomes obligated
     to file a report (or any amendment or supplement thereto) on
     Schedule  13D  or  14D-1  pursuant  to  the  Exchange   Act,
     disclosing that such person has become the beneficial  owner
     of  either (A) 50% or more of the shares of Common Stock  of
     the   Corporation   then  outstanding  or   (B)   securities
     representing 50% or more of the combined voting power of the
     Voting  Stock  (as  defined below) of the  Corporation  then
     outstanding;  provided  a Change of  Control  shall  not  be
     deemed to have occurred with respect to any transaction that
     constitutes a Fundamental Change.  As used herein, a  person
     shall  be deemed to have "beneficial ownership" with respect
     to,   and  shall  be  deemed  to  "beneficially  own,"   any
     securities of the Corporation in accordance with Section  13
     of the Exchange Act and the rules and regulations (including
     Rule  13d-3, Rule 13d-5 and any successor rules) promulgated
     by   the  Securities  and  Exchange  Commission  thereunder;
     provided  that  a person shall be deemed to have  beneficial
     ownership of all securities that any such person has a right
     to  acquire whether such right is exercisable immediately or
     only  after  the passage of time and without regard  to  the
     sixty  (60)-day  limitation referred to in Rule  13d-3  and,
     provided  further,  that a beneficial owner  of  Convertible
     Preferred Stock shall not be deemed to beneficially own  the
     Common Stock into which such Convertible Preferred Stock  is
     convertible solely by reason of ownership of the Convertible
     Preferred Stock.  An "Affiliate" of a specified person is  a
     person   that  directly  or  indirectly  controls,   or   is
     controlled  by or is under common control with,  the  person
     specified.   An  "Associate"  of  a  person  means  (i)  any
     corporation  or organization, other than the Corporation  or
     any subsidiary of the Corporation, of which the person is an
     officer  or  partner  or  is, directly  or  indirectly,  the
     beneficial  owner  of  10% or more of any  class  of  equity
     securities; (ii) any trust or estate in which the person has
     a  substantial beneficial interest or as to which the person
     serves  as  trustee or in a similar fiduciary capacity;  and
     (iii)  any relative or spouse of the person or any  relative
     of the spouse, who has the same home as the person or who is
     a director or officer of the person or any of its parents or
     subsidiaries.

           (ii)      "Exchange Act" means the Securities Exchange
     Act  of  1934,  as  amended, and as in effect  on  the  date
     hereof.

           (iii)      A "Fundamental Change" with respect to  the
     Corporation  means (A) the occurrence of any transaction  or
     event  in connection with which all or substantially all  of
     the  Common Stock of the Corporation shall be exchanged for,
     converted into, acquired for or constitute solely the  right
     to  receive  cash,  securities,  property  or  other  assets
     (whether by means of an exchange offer, liquidation,  tender
     offer, consolidation, merger, combination, reclassification,
     recapitalization or otherwise) or (B) the conveyance,  sale,
     lease,  assignment,  transfer or other disposal  of  all  or
     substantially all of the Corporation's property, business or
     assets;  provided, however, that a Fundamental Change  shall
     not be deemed to have occurred with respect to either of the
     following  transactions or events: (1)  any  transaction  or
     event in which more than 50% (by value as determined in good
     faith  by  the  Board  of Directors)  of  the  consideration
     received  by holders of Common Stock consists of  Marketable
     Stock (as defined below); or (2) any consolidation or merger
     of  the  Corporation immediately prior to  such  transaction
     own,  directly or indirectly, (x) 50% or more of the  common
     stock  of  the  surviving corporation (or  of  the  ultimate
     parent  of  such surviving corporation) outstanding  at  the
     time immediately after such consolidation or merger and  (y)
     securities  representing 50% or more of the combined  voting
     power  of the surviving corporation's Voting Stock  (or  for
     the  Voting  Stock of the ultimate parent of such  surviving
     corporation) outstanding at such time.  The phrase  "all  or
     substantially all" as used in this definition  in  reference
     to  the Common Stock shall mean 66% or more of the aggregate
     outstanding amount of Common Stock.

           (iv)      "Voting  Stock" means, with respect  to  any
     person,  capital stock of such person having general  voting
     power  under  ordinary circumstances to  elect  at  least  a
     majority of the board of directors, managers or trustees  of
     such  person  (irrespective of whether or not  at  the  time
     capital  stock of any other class or classes shall  have  or
     might  have voting power by reason of the happening  of  any
     contingency).

           (v)     The "Special Conversion Price" shall mean  the
     lesser  of  the  Market Value of the Common  Stock  and  the
     prevailing conversion price.

           (vi)     The "Market Value" of the Common Stock or any
     other  Marketable  Stock shall be the average  of  the  last
     reported  sales  prices of the Common Stock  or  such  other
     Marketable Stock, as the case may be, for the five  business
     days  ending on the last business day preceding the date  of
     the  Change  of  Control  or Fundamental  Change;  provided,
     however, that if the Marketable Stock is not traded  on  any
     national securities exchange or similar quotation system  as
     described  in  the definition of "Marketable  Stock"  during
     such  period, then the Market Value of such Marketable Stock
     shall  be the average of the last reported sales prices  per
     share  of  such  Marketable  Stock  during  the  first  five
     business  days commencing with the first day after the  date
     on  which such Marketable Stock was first distributed to the
     general  public  and traded on the New York  Stock  Exchange
     ("NYSE"), the AMEX, the Nasdaq NMS or any similar system  of
     automated  dissemination of quotations of securities  prices
     in the United States.

          (vii)     "Marketable Stock" shall mean Common Stock or
     common stock of any corporation that is the successor to all
     or  substantially  all  of the business  or  assets  of  the
     corporation as a result of a Fundamental Change (or  of  the
     ultimate parent of such successor), which is (or will,  upon
     distribution thereof, be) listed or quoted on the NYSE,  the
     AMEX,  the  Nasdaq  NMS or any similar system  of  automated
     dissemination  of  quotations of securities  prices  in  the
     United States.

      Section 5.     General Class and Series Voting Rights.  The
Convertible  Preferred  Stock shall  have  the  following  voting
rights  in addition to (i) any special voting rights specifically
required  by  the  laws  of  the State of  Delaware,(ii)  as  are
provided in Section 6 and (iii) as provided by the provisions  of
this Restated Certificate of Incorporation of the Corporation:

     (a)     So long as any shares of Convertible Preferred Stock
remain  outstanding, the holders of Convertible  Preferred  Stock
will  be  entitled  to  receive notice of  any  meeting  of,  and
solicitation of  any consent from the holders of Common Stock and
to  vote  with the holders of Common Stock on, and to consent  to
all matters on which the holders of Common Stock are entitled  to
vote  or  consent  to, respectively.  Each share  of  Convertible
Preferred  Stock  shall be entitled to cast the  same  number  of
votes as the full number of shares of Common Stock that are  then
issuable upon conversion thereof.

     (b)     So long as any shares of Convertible Preferred Stock
remain  outstanding, the vote or consent of  the  holders  of  at
least  two-thirds  of the shares of Convertible  Preferred  Stock
outstanding at the time (voting separately as a class)  given  in
person or by proxy, either in writing or at any special or annual
meeting  called  for the purpose, shall be necessary  to  permit,
effect or validate any one or more of the following:

          (i)     The authorization, creation or issuance, or any
     increase in the authorized or issued amount, of any class or
     series  of stock (including any class or series of preferred
     stock) ranking prior (as that term is hereinafter defined in
     this Section 5) to the Convertible Preferred Stock; or

           (ii)      The amendment, alteration or repeal, whether
     by  merger,  consolidation  or  otherwise,  of  any  of  the
     provisions of this Restated Certificate of Incorporation  or
     of these resolutions which would alter, change or repeal the
     powers, preferences, or special rights of the shares of  the
     Convertible Preferred Stock so as to affect them adversely.

      (c)     The foregoing voting provisions shall not apply if,
at  or prior to the time when the act with respect to which  such
vote   would  otherwise  be  required  shall  be  effected,   all
outstanding shares of Convertible Preferred Stock shall have been
redeemed or sufficient funds and/or shares of Common Stock  shall
have been deposited in trust to effect such redemption.

     (d)     For purposes of this resolution, any class or series
of stock of the Corporation shall be deemed to rank:

           (i)     prior to the Convertible Preferred Stock as to
     dividends  or as to distribution of assets upon liquidation,
     dissolution or winding up, if the holders of such  class  or
     series  shall  be  entitled to the receipt of  dividends  or
     amounts  distributable  upon  liquidation,  dissolution   or
     winding up, as the case may be, in preference or priority to
     the holders of Convertible Preferred Stock;

           (ii)      on  a parity with the Convertible  Preferred
     Stock  as to dividends or as to distribution of assets  upon
     liquidation, dissolution or winding up, whether or  not  the
     dividend  rates,  dividend payment dates, or  redemption  or
     liquidation prices per share thereof shall be different from
     those of the Convertible Preferred Stock, if the holders  of
     such  class or series of stock and the Convertible Preferred
     Stock  shall be entitled to the receipt of dividends  or  of
     amounts  distributable  upon  liquidation,  dissolution   or
     winding  up,  as  the  case may be, in proportion  to  their
     respective  dividend  rates or liquidation  prices,  without
     preference or priority one over the other as of the date  of
     adoption  of  this  resolution.  The Series  Band  Series  F
     Preferred  Stock  are  on  a  parity  with  the  Convertible
     Preferred  Stock  as to dividends and as to distribution  of
     assets upon liquidation, dissolution or winding up; and

           (iii)     junior to the Convertible Preferred Stock as
     to   dividends  or  as  to  distribution  of   assets   upon
     liquidation,  dissolution or winding up, if  such  class  or
     series  shall  be  Common Stock or if  the  holders  of  the
     Convertible Preferred Stock shall be entitled to the receipt
     of  dividends or of  amounts distributable upon liquidation,
     dissolution or winding up, as the case may be, in preference
     or  priority  to  the holders of shares  of  such  class  or
     series.

     Section 6.     Default Voting Rights.

      (a)      Election of Directors.  Whenever, at any  time  or
times,  dividends payable on the shares of Convertible  Preferred
Stock  shall  be in arrears in an amount equal to at least  three
semi-annual  dividends  (whether or not consecutive  and  whether
payable  in  cash or shares of Convertible Preferred Stock),  the
holders of the outstanding shares of Convertible Preferred  Stock
shall have the exclusive right (voting separately as a class)  to
elect two directors of the Corporation.

      (b)      Vote  Per Share.  At elections for such directors,
each  holder of Convertible Preferred Stock shall be entitled  to
one  vote  for  each share of Convertible Preferred  Stock  held.
Upon  the  vesting of such right with the holders of  Convertible
Preferred Stock, the maximum authorized number of members of  the
Board of Directors shall automatically be increased by two, which
shall  be  of  the class or classes selected by the Corporation's
Board  of  Directors  which  has the  least  number  of  director
positions then currently filled, and the two vacancies so created
shall  be filled by vote of the holders of the outstanding shares
of  Convertible  Preferred Stock as hereinafter set  forth.   The
right  of  the  holders  of Convertible Preferred  Stock,  voting
separately as a class to elect members of the Board of  Directors
of  the  Corporation  shall  continue  until  such  time  as  all
dividends  accrued and unpaid on the Convertible Preferred  Stock
shall  have been paid or declared and funds set aside to  provide
for  payment  in full, at which time such right shall  terminate,
except  as  herein  or  by  law expressly  provided,  subject  to
revesting  in the event of each and every subsequent  default  of
the  character  above mentioned, and the term of  office  of  all
directors so elected shall terminate also.

      (c)      Meetings.  Whenever the voting right described  in
subsection  (a)  above shall have vested in the  holders  of  the
Convertible Preferred Stock, the right may be exercised initially
either  at  a  special meeting of the holders of the  Convertible
Preferred Stock called as hereinafter provided, or at any  annual
meeting   of  stockholders  held  for  the  purpose  of  electing
directors, and thereafter at each successive annual meeting.

      (d)     Call of Meeting.  At any time when the voting right
described  in  subsection  (a) above shall  have  vested  in  the
holders  of  the Convertible Preferred Stock, and  if  the  right
shall not already have been initially exercised, a proper officer
of the Corporation shall, upon the written request of the holders
of  record  of  10%  in number of the shares of  the  Convertible
Preferred  Stock then outstanding, addressed to the Secretary  of
the  Corporation, call a special meeting of the  holders  of  the
Convertible   Preferred  Stock  for  the  purpose   of   electing
directors.    Such  meeting  shall  be  held  at   the   earliest
practicable date upon the notice required for annual meetings  of
stockholders  at  the  place for holding of  annual  meetings  of
stockholders  of  the  Corporation,  or,  if  none,  at  a  place
designated  by the Secretary of the Corporation.  If the  meeting
shall  not  be  called by the proper officers of the  Corporation
within  thirty  (30)  days  after the personal  service  of  such
written request upon the Secretary of the Corporation, or  within
thirty  (30)  days after mailing it within the United  States  of
America,  by registered mail, addressed to the Secretary  of  the
Corporation at its principal office (such mailing to be evidenced
by  the registry receipt issued by the postal authorities),  then
the  holders  of  record of 10% in number of the  shares  of  the
Convertible  Preferred Stock then outstanding  may  designate  in
writing  one of their members to call such meeting at the expense
of the Corporation, and such meeting may be called by such person
so  designated  upon the notice required for annual  meetings  of
stockholders and shall be held at the same place as is  elsewhere
provided  for  in  this  subsection  (d).   Any  holder  of   the
Convertible  Preferred  Stock shall  have  access  to  the  share
transfer books of the Corporation as permitted under the Delaware
General  Corporation Law for the purpose of causing a meeting  of
the  stockholders to be called pursuant to the provisions of this
subsection   (d).    Notwithstanding  the  provisions   of   this
subsection  (d), however, no such special meeting shall  be  held
during a period within sixty (60) days immediately preceding  the
date fixed for the next annual meeting of stockholders.

      (e)      Quorum.   At any meeting held for the  purpose  of
electing  directors  at  which the  holders  of  the  Convertible
Preferred  Stock  shall  have the right  to  elect  directors  as
provided  herein,   the presence in person or  by  proxy  of  the
holders  of 50% of the then outstanding shares of the Convertible
Preferred Stock shall be required and be sufficient to constitute
a  quorum  of the holders of the Convertible Preferred Stock  for
the  election  of directors.  At any such meeting or  adjournment
thereof  (i)  the  absence of a quorum  of  the  holders  of  the
Convertible  Preferred Stock shall not prevent  the  election  of
directors  other than those to be elected by the holders  of  the
Convertible  Preferred  Stock and the  absence  of  a  quorum  or
quorums  of  the  holders of other classes or series  of  capital
stock  entitled to elect such other directors shall  not  prevent
the  election  of directors to be elected by the holders  of  the
Convertible Preferred Stock and (ii) in the absence of  a  quorum
of  the holders of the Convertible Preferred Stock, a majority of
the  holders  present in person or by proxy  of  the  Convertible
Preferred  Stock shall have the power to adjourn the meeting,  or
appropriate  portion thereof for the election of directors  which
the  holders  of the Convertible Preferred Stock are entitled  to
elect,  from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.  The Chairman of
the  Board  or the President of the Corporation shall preside  at
any such meeting.

      (f)      Term.   Each director elected by  the  holders  of
shares of Convertible Preferred Stock  shall continue to serve as
a director until such time as all dividends accrued and unpaid on
the  Convertible Preferred Stock shall have been paid or declared
and funds set aside to provide for payment in full, at which time
the  term  of office of all persons elected as directors  by  the
holders  of shares of Convertible Preferred Stock shall forthwith
terminate and the number of members of the Board of Directors  of
the  Corporation shall be reduced accordingly.  Whenever the term
of  office of the directors elected by the holders of Convertible
Preferred  Stock  voting as a class shall  end  and  the  special
voting  powers  vested  in the holders of  Convertible  Preferred
Stock  as  provided  in this Section 6 shall  have  expired,  the
number  of directors shall be such number as may be provided  for
in  the By-Laws irrespective of any increase made pursuant to the
provisions of this Section 6.

     Section 7.     Redemption Rights.

      (a)      Optional Redemption.  The Corporation may  at  its
option,  at  any  time  on or after May 1,  2002,  in  the  years
indicated  below, redeem (an "Optional Redemption") all,  or  any
number  less  than all, of the outstanding shares of  Convertible
Preferred  Stock, provided, that the Convertible Preferred  Stock
may  not be redeemed, in whole or in part, prior to May 1,  2002.
All optional redemptions of shares of Convertible Preferred Stock
shall  be  effected during the twelve (12) month period beginning
on  May  1  of  the  year indicated at the applicable  redemption
prices set forth below:

               Year               Redemption Price Per Share
               2002             
               2003             $  90.00
               2004             
               2005             88.33
                                
                                86.67
                                
                                85.00

and thereafter at $85.00 per share, plus, in each case, an amount
equal  to  all  dividends (whether or not declared)  accrued  and
unpaid  on such share of Convertible Preferred Stock to the  date
fixed  for redemption (the price from time to time to redeem  the
Convertible  Preferred Stock excluding any dividends (whether  or
not  declared) accrued and unpaid, is referred to herein  as  the
"Redemption Price").

      (b)      Mandatory Redemption.  Each issued and outstanding
share of Convertible Preferred Stock shall be redeemed on May  1,
2007,  or  the  next  succeeding  business  day  (the  "Mandatory
Redemption") at a Redemption Price of $85.00 per share, plus  all
dividends  (whether or not declared) accrued and unpaid  on  such
share  of  Convertible  Preferred Stock to  the  date  fixed  for
redemption,  payable  in  cash  or,  at  the  election   of   the
Corporation, in shares of Common Stock ("Redemption Stock").

       (c)      Accrued  Dividends.   The  Corporation  may   not
purchase,  redeem or otherwise acquire for value  any  shares  of
Convertible  Preferred Stock or shares of  any  other  series  of
Preferred  Stock  then outstanding ranking on a  parity  with  or
junior  to  the  Convertible Preferred Stock unless  all  accrued
dividends  on  all  shares of Convertible  Preferred  Stock  then
outstanding  shall have been paid or declared and a sum  of  cash
(or  shares  of  Preferred  Dividend Stock)  sufficient  for  the
payment  thereof set apart.  No sinking fund shall be established
for the Convertible Preferred Stock.

      (d)      Mandatory Redemption Price Paid in  Common  Stock.
The  Corporation  may  pay the Redemption Price  for  Convertible
Preferred  Stock  called  for Mandatory  Redemption  pursuant  to
Section  7(b)  by  issuing, for each full  share  of  Convertible
Preferred  Stock  being  redeemed, to the  holder  thereof,  such
number  of shares of Redemption Stock equal to the value  of  the
Market Price averaged over the twenty (20) trading days preceding
the  date  of notice of redemption provided for in Section  7(e).
All  such  shares  of Redemption Stock shall be duly  authorized,
validly  issued, fully paid and non-assessable.  The  Corporation
will  not  issue  any  fractional shares or  script  representing
fractional  shares  of Common Stock upon such redemption  of  the
Convertible Preferred Stock and, in lieu thereof, will either (i)
pay  a  cash  adjustment based on the Market Price of the  Common
Stock as of the last trading day prior to the Redemption Date (as
hereinafter  defined)  or  (ii)  aggregate  and  sell  all   such
fractional  shares  and  distribute the proceeds  to  holders  as
provided in Section 3(d).

      For purpose of this Section 7(d), "Common Stock" shall mean
the Common Stock of the Corporation or any other cash, securities
or  property  that the holder of Convertible Preferred  Stock  is
entitled  to receive upon conversion of the Convertible Preferred
Stock pursuant to Section 3(c).

      (e)      Notice  of  Redemption.  Notice  of  any  proposed
Optional   or  Mandatory  Redemption  of  shares  of  Convertible
Preferred  Stock  shall be mailed to each record  holder  of  the
shares  of  Convertible Preferred Stock to be redeemed  at  least
thirty  (30) but not more than sixty (60) days prior to the  date
fixed  for such redemption (herein referred to as the "Redemption
Date").  Each such notice shall set forth the following:

          (i)     the Redemption Date;

          (ii)     the Redemption Price per share;

          (iii)     the place for payment and for delivering the
     stock certificate(s) and transfer instrument(s) in order  to
     receive the Redemption Price;

          (iv)     the shares of Convertible Preferred Stock  to
     be redeemed;

            (v)      the  then  effective  conversion  price  and
     conversion rate;

           (vi)      the Market Price of the Common Stock on  the
     last trading day prior to the date of the notice;

            (vii)      whether  the  Corporation  will  pay   the
     Redemption  Price of the Convertible Preferred Stock  to  be
     redeemed  by  issuing shares of Common Stock as provided  in
     subsection  (d) above and, if so, the average of the  Market
     Prices over the twenty (20) trading days preceding the  date
     of the notice; and

           (viii)      that  the right of holders  of  shares  of
     Convertible Preferred Stock being redeemed to exercise their
     conversion  right shall terminate as to such shares  at  the
     close of business on the date fixed for redemption (provided
     that  no  default by the Corporation in the payment  of  the
     applicable  Redemption  Price  (including  any  accrued  and
     unpaid dividends) shall have occurred and be continuing).

      Any  notice  mailed  in such manner shall  be  conclusively
deemed  to have been duly given regardless of whether such notice
is  in fact received.  If less than all the outstanding shares of
Convertible  Preferred Stock are to be redeemed, the  Corporation
will  select those to be redeemed ratably or by lot in  a  manner
determined by the Board of Directors.  In order to facilitate the
redemption  of  the  Convertible Preferred Stock,  the  Board  of
Directors  may fix a record date for determination of holders  of
Convertible  Preferred Stock to be redeemed, which shall  not  be
more  than  thirty  (30) days prior to the Redemption  Date  with
respect thereto.

      The  holder  of  any shares of Convertible Preferred  Stock
redeemed  pursuant  to this Section 7 upon any  exercise  of  the
Corporation's redemption right shall not be entitled  to  receive
payment of the Redemption Price for such shares until such holder
shall  cause to be delivered to the place specified in the notice
given  with  respect  to such redemption (i)  the  certificate(s)
representing  such  share  of  Convertible  Preferred  Stock  and
(ii) transfer instrument(s) sufficient to transfer such shares of
Convertible  Preferred  Stock  to the  Corporation  free  of  any
adverse  interest.   No interest shall accrue on  the  Redemption
Price  of  any  share of Convertible Preferred  Stock  after  the
Redemption Date.

      At  the  close of business on the Redemption Date  for  any
share  of Convertible Preferred Stock, such share shall (provided
the  Redemption Price (including any accrued and unpaid dividends
to  the Redemption Date) of such shares has been paid or properly
provided for) be deemed to cease to be outstanding and all rights
of  any person other than the Corporation in such share shall  be
extinguished on the Redemption Date for such share (including all
rights  to  receive future dividends with respect to such  share)
except  for  the right to receive the Redemption Price (including
any accrued and unpaid dividends to the Redemption Date), without
interest,  for  such share in accordance with the  provisions  of
this Section 7, subject to applicable escheat laws.

      In the event that any shares of Convertible Preferred Stock
shall be converted into Common Stock prior to the Redemption Date
pursuant  to Section 3 or 4, then (i) the Corporation  shall  not
have  the  right  to  redeem  such shares  and  (ii)  any  funds,
securities or other property which shall have been deposited  for
the  payment  of  the Redemption Price for such shares  shall  be
returned  to  the  Corporation immediately after such  conversion
(subject  to declared dividends payable to holders of  shares  of
Convertible Preferred Stock on the record date for such dividends
being  so  payable, to the extent set forth in Section 3  hereof;
regardless  of  whether such shares are converted  subsequent  to
such  record date and prior to the related Dividend Payment Date)
and  any  shares  of  Common  Stock reserved  for  issuance  upon
redemption  of  such  converted  shares  need  no  longer  be  so
reserved.

      Notwithstanding the foregoing provisions of this Section 7,
and  subject to the provisions of Section 2 hereof; if a dividend
upon  any  shares  of Convertible Preferred Stock  is  past  due,
(i)  no share of the Convertible Preferred Stock may be redeemed,
except by means of a redemption pursuant to which all outstanding
shares  of  the  Convertible Preferred Stock  are  simultaneously
redeemed  and all accrued dividends paid and (ii) the Corporation
shall  not  purchase  or  otherwise acquire  any  shares  of  the
Convertible  Preferred Stock, except pursuant to  a  purchase  or
exchange  offer  made on the same terms to  all  holders  of  the
Convertible Preferred Stock.

      Section  8.      Rank; Liquidation.  Upon any voluntary  or
involuntary  dissolution,  liquidation  or  winding  up  of   the
Corporation   (for   the   purposes  of   this   Section   8,   a
"Liquidation"),  after payment or provision for  payment  of  the
debts  and  other liabilities of the Corporation, the holders  of
Convertible Preferred Stock shall be entitled to be paid  out  of
the  assets of the Corporation available for distribution to  its
stockholders, an amount equal to $85.00 per share of  Convertible
Preferred Stock then held by such stockholder, plus all dividends
(whether or not declared or due) accrued and unpaid on such share
to  the  date  fixed  for  the  distribution  of  assets  of  the
Corporation to the holders of Convertible Preferred  Stock.   The
shares  of  Convertible Preferred Stock shall rank prior  to  the
shares of Common Stock and any other class or series of stock  of
the  Corporation  ranking  junior to  the  Convertible  Preferred
Stock,  so  that  the holders of the Convertible Preferred  Stock
shall  receive  the full amount to which they shall  be  entitled
before any distribution of assets shall be made to the holders of
the  Common  Stock or the holders of any other stock  that  ranks
junior   to  the  Convertible  Preferred  Stock  in  respect   of
distributions upon the Liquidation of the Corporation.

      If  upon  any  Liquidation of the Corporation,  the  assets
available   for  distribution  to  the  holders  of   Convertible
Preferred Stock and any other stock of the Corporation ranking on
a  parity  with the Convertible Preferred Stock upon  Liquidation
which  shall  then be outstanding (hereinafter in this  paragraph
called the "Total Amount Available") shall be insufficient to pay
the  holders  of all outstanding shares of Convertible  Preferred
Stock and all other such parity stock the full amounts (including
all dividends accrued and unpaid) to which they shall be entitled
by  reason  of  such Liquidation of the Corporation,  then  there
shall  be paid to the holders of the Convertible Preferred  Stock
in connection with such Liquidation of the Corporation, an amount
equal  to  the  product derived by multiplying the  Total  Amount
Available times a fraction, the numerator of which shall  be  the
full  amount  to  which the holders of the Convertible  Preferred
Stock  shall  be  entitled  under  the  terms  of  the  preceding
paragraph  by  reason of such Liquidation of the Corporation  and
the  denominator of which shall be the total amount  which  would
have  been  distributed  by reason of  such  Liquidation  of  the
Corporation with respect to the Convertible Preferred  Stock  and
all  other  stock  ranking  on  a  parity  with  the  Convertible
Preferred  Stock  upon  Liquidation  then  outstanding  had   the
Corporation possessed sufficient assets to pay the maximum amount
which  the holders of all such stock would be entitled to receive
in connection with such Liquidation of the Corporation.

      The voluntary sale, conveyance, lease, exchange or transfer
of  all  or  substantially all of the property or assets  of  the
Corporation,  or  the merger or consolidation of the  Corporation
into  or  with any other corporation, or the merger of any  other
corporation  into the Corporation, or any purchase or  redemption
of  some or all of the shares of any class or series of stock  of
the  Corporation, shall not be deemed to be a Liquidation of  the
Corporation  for  the  purposes of  this  Section  8  (unless  in
connection  therewith  the  Liquidation  of  the  Corporation  is
specifically approved).

      The  holder  of  any shares of Convertible Preferred  Stock
shall not be entitled to receive any payment owed for such shares
under  this  Section  8  until such  holder  shall  cause  to  be
delivered  to the Corporation (i) the certificate(s) representing
such  shares  of  Convertible Preferred Stock and  (ii)  transfer
instrument(s)  satisfactory to the Corporation and sufficient  to
transfer  such  shares  of Convertible  Preferred  Stock  to  the
Corporation  free  of any adverse interest.   No  interest  shall
accrue  on  any  payment  upon Liquidation  after  the  due  date
thereof.

      After  payment  of  the  full  amount  of  the  liquidating
distribution to which they are entitled, the holders of shares of
the  Convertible  Preferred Stock will not  be  entitled  to  any
further  participation  in  any distribution  of  assets  by  the
Corporation.

      Section 9.     Payments.  The Corporation may provide funds
for  any  payment  of  the Redemption Price  for  any  shares  of
Convertible  Preferred  Stock or any  amount  distributable  with
respect to any Convertible Preferred Stock under Sections 7 and 8
hereof  by  depositing such funds with a bank  or  trust  company
selected  by  the  Corporation having a net  worth  of  at  least
$50,000,000,  in  trust for the benefit of the  holders  of  such
shares   of   Convertible  Preferred  Stock  under   arrangements
providing  irrevocably  for  payment  upon  satisfaction  of  any
conditions  to  such payments by the holders of  such  shares  of
Convertible Preferred Stock which shall reasonably be required by
the  Corporation.  The Corporation shall be entitled to make  any
deposit   of   funds  contemplated  by  this  Section   9   under
arrangements  designed to permit such funds to generate  interest
or other income for the Corporation, and the Corporation shall be
entitled to receive all interest and other income earned  by  any
funds  while  they  shall be deposited as  contemplated  by  this
Section  9,  provided  that  the Corporation  shall  maintain  on
deposit  funds  sufficient  to satisfy  all  payments  which  the
deposit arrangement shall require to be paid by the Corporation.

      Any  payment  which  may be owed for  the  payment  of  the
Redemption  Price for any shares of Convertible  Preferred  Stock
pursuant  to Section 7 or the payment of any amount distributable
with  respect to any shares of Convertible Preferred Stock  under
Section 8 shall be deemed to have been "paid or properly provided
for"  upon the earlier to occur of: (i) the date upon which  such
funds  sufficient to make such payment shall be  deposited  in  a
manner  contemplated by the preceding paragraph or (ii) the  date
upon which a check payable to the person entitled to receive such
payment  shall  be  delivered to such person or  mailed  to  such
person at either the address of such person then appearing on the
books of the Corporation or such other address as the Corporation
shall  deem  reasonable  or (iii) in  the  case  of  a  Mandatory
Redemption  the  Corporation shall have  deposited  a  sufficient
amount  of shares of Common Stock to pay the Redemption Price  as
provided in Section 7(e).

      Subject  to  applicable  escheat laws,  if  the  conditions
precedent  to  the  disbursement of any funds  deposited  by  the
Corporation  pursuant  to this Section  9  shall  not  have  been
satisfied  within six (6) months after the establishment  of  the
trust for such funds (or shares), then (i) such funds (or shares)
shall be returned to the Corporation upon its request; (ii) after
such  return, such funds (or shares) shall be free of  any  trust
which  shall  have  been impressed upon them;  (iii)  the  person
entitled  to this payment for which such funds (or shares)  shall
have  been originally intended shall have the right to look  only
to  the  Corporation  for  such payment,  subject  to  applicable
escheat  laws;  and (iv) the trustee which shall have  held  such
funds  (or  shares)  shall be relieved of any responsibility  for
such  funds (or shares) upon the return of such funds (or shares)
to the Corporation.

      Section  10.      Status of Reacquired Shares.   Shares  of
Convertible  Preferred  Stock  issued  and  reacquired   by   the
Corporation (including, without limitation, shares of Convertible
Preferred Stock which have been redeemed pursuant to the terms of
Section 7 hereof and shares of Convertible Preferred Stock  which
have  been converted into shares of Common Stock) shall have  the
status  of  authorized and unissued shares  of  preferred  stock,
undesignated as to series, subject to later issuance.

       Section   11.      Preemptive  Rights.   The   Convertible
Preferred Stock is not entitled to any preemptive or subscription
rights in respect of any securities of the Corporation.

     Section 12.     Miscellaneous.

      (a)     Transfer Taxes.  The Corporation shall pay any  and
all  stock  transfer  and documentary stamp  taxes  that  may  be
payable  in  respect  of any original issuance  and  delivery  of
shares  of Convertible Preferred Stock or shares of Common  Stock
or   Preferred  Dividend  Stock  or  Redemption  Stock  or  other
securities  issued  on  account of  Convertible  Preferred  Stock
pursuant  hereto  or certificates or instruments evidencing  such
shares  or  securities.  The Corporation shall not,  however,  be
required  to pay any such tax which may be payable in respect  of
any  transfer involved in the issuance or delivery of  shares  of
Convertible  Preferred Stock or Common Stock or other  securities
in  a  name  other than that in which the shares  of  Convertible
Preferred  Stock  with  respect to which  such  shares  or  other
securities are issued or delivered were registered, or in respect
of  any payment to any person with respect to any such shares  or
securities other than a payment to the registered holder thereof;
and shall not be required to make any such issuance, delivery  or
payment  unless and until the person otherwise entitled  to  such
issuance,  delivery  or payment has paid to the  Corporation  the
amount of any such tax or has established, to the satisfaction of
the Corporation, that such tax has been paid or is not payable.

      (b)     Failure to Designate Stockholder or Payee.  In  the
event  that  a  holder of shares of Convertible  Preferred  Stock
shall not by written notice designate the name in which shares of
Common  Stock to be issued upon conversion or Preferred  Dividend
Stock to be issued as a dividend or Redemption Stock to be issued
upon  redemption of such shares, should be registered or to  whom
payment upon redemption of shares of Convertible Preferred  Stock
should  be  made  or  the address to which  the  certificates  or
instruments  evidencing  such shares or such  payment  should  be
sent,  the Corporation shall be entitled to register such  shares
and  make  such  payment  in  the name  of  the  holder  of  such
Convertible  Preferred  Stock as shown  on  the  records  of  the
Corporation   and  to  send  the  certificates   or   instruments
evidencing  such shares or such payment, to the address  of  such
holder shown on the records of the Corporation.

      (c)     Registrar and Transfer Agent.  The Corporation  may
appoint,  and  from  time  to  time  discharge  and  change,  the
registrar and transfer agent for the Convertible Preferred Stock.
The  initial  registrar and transfer agent  for  the  Convertible
Preferred Stock shall be the Corporation.

      (d)      Severability.  Whenever possible,  each  provision
hereof  shall be interpreted in such a manner as to be  effective
and  valid  under applicable law, but if any provision hereof  is
held  to  be prohibited by or invalid under applicable law,  such
provision  shall  be  ineffective only  to  the  extent  of  such
prohibition  or  invalidity, without  invalidating  or  otherwise
adversely affecting the remaining provisions hereof.  If a  court
of  competent  jurisdiction  should determine  that  a  provision
hereof  would  be valid or enforceable if a period of  time  were
extended  or shortened or a particular percentage were  increased
or  decreased, then such court may make such change as  shall  be
necessary to render the provision in question effective and valid
under applicable law.

      C.     The Corporation shall have the authority to issue up
to   50,000  shares  of  Preferred  Stock  designated  Series  B,
Cumulative Preferred Stock (the "Series B Preferred Stock"), each
share of Series B Preferred Stock being identical with each other
share  of  Series B Preferred Stock and all shares  of  Series  B
Preferred Stock having the following characteristics, rights  and
preferences:

     Paragraph 1.  Designation and Amount.

           The shares of this series of Preferred Stock shall  be
     designated  as  Series  B, Cumulative Preferred  Stock,  par
     value  of $1.00 per share ("Series B Preferred Stock"),  and
     the  number  of  shares constituting such  series  shall  be
     50,000.

     Paragraph 2.  Definitions.

           The  following  terms, not defined  elsewhere  herein,
     shall have the following meanings:
     
           "The American Stock Exchange" means the American Stock
     Exchange, Inc.
     
           "Board  of Directors" means the Board of Directors  of
     the Company as may be constituted from time to time.
     
           "Business  Day" means any day (other than a  Saturday,
     Sunday  or public holiday in the Borough of Manhattan,  City
     of  New York, New York) on which banking institutions in New
     York  City  are  not  authorized  or  obligated  by  law  or
     executive order to close.
     
           "Common  Stock" means the shares of common stock,  par
     value $.01 per share, of the Company.
     
           "Company"  or "XCL" means The Exploration  Company  of
     Louisiana, Inc., a Delaware corporation.
     
           "Convertible  Loan  Notes" means the  8%  Subordinated
     Convertible Notes of the Company.
     
          "Directors" means the directors of the Company.
     
           "Dividend Stock" means the shares of Common Stock paid
     to  holders of Series B Preferred Stock in lieu  of  a  cash
     dividend as provided in Section 3(b) hereof.
     
          "$" means Dollars.
     
          "Dollars" means the freely transferable currency of the
     USA.
     
           "Redemption  Stock" means the shares of  Common  Stock
     that  may be issuable by the Company upon redemption of  the
     Series B Preferred Stock as hereinafter provided.
     
          "Shareholders" means the holders of the Common Stock.
     
           "Stock  Option  Plans" means the Incentive  and  (non-
     qualified)  Stock Option Plans adopted by  the  Company  for
     employees  and certain other individuals rendering  services
     to the Company.
     
           "The  London  Stock Exchange" means The  International
     Stock  Exchange  of the United Kingdom and the  Republic  Of
     Ireland Limited.
     
           "The New York Stock Exchange" means The New York Stock
     Exchange. Inc.
     
           "Transfer  Agent"  means the transfer  agent  for  the
     Series B Preferred Stock from time to time obtaining.
     
           "UK" and" "United Kingdom" means the United Kingdom of
     Great Britain and Northern Ireland.
     
     
          "USA" and "US" means the United States of America.
     

     Paragraph 3.     Dividends and Distributions.

           (a)      Each share of Series B Preferred Stock  shall
     entitle  the record holder to receive, out of funds  legally
     available therefor, when, as and if declared by the Board of
     Directors,  dividends in cash at the annual rate  of  $10.00
     per  share, which shall be payable in arrears in equal semi-
     annual  installments on June 30th and December 31st,  or  in
     the  event  any  such date is a Saturday, Sunday  or  public
     holiday  in the Borough of Manhattan, the City of New  York,
     New  York,  on  the first Business Day following  such  date
     (hereinafter  a  "Dividend  Payment  Date")  in  each  year,
     provided,  however, that the dividend payable on  the  first
     such Dividend Payment Date occurring after December 31, 1990
     shall  be equal to the product obtained by multiplying $5.00
     by a fraction, the denominator of which shall be 182 and the
     numerator  of which shall be the number of days  expired  in
     the  period between the date of issuance of the first  share
     of  Series B Preferred Stock (the "Issuance Date") and  such
     first  Dividend Payment Date (inclusive of both such dates);
     provided,  however,  that if as of the  tenth  Business  Day
     prior  to  any  such  Dividend Payment  date  the  Board  of
     Directors has neither (i) declared a cash dividend of $10.00
     per share nor (ii) delivered written notice of the Company's
     election  to pay a dividend hereunder in kind in  shares  of
     Common  Stock, the Company shall, to the extent legally  and
     contractually permitted, declare a dividend and use its best
     efforts  to pay such dividend in shares of Common  Stock  as
     set forth in sub-paragraph 3(b).
     
           (b)      The  Company may, at its option exercised  by
     written  notice  to  the holders of the Series  B  Preferred
     Stock  given  at least ten (10) Business Days prior  to  the
     Dividend  Payment  Date, elect to pay any dividend  due  and
     payable  hereunder,  and the Company  shall  to  the  extent
     required by sub-paragraph 3(a), in kind in shares of  Common
     Stock in-lieu of a dividend payment in cash.  The amount  of
     shares of Dividend Stock issuable to each holder of Series B
     Preferred Stock pursuant to this sub-paragraph 3(b) on  each
     such Dividend Payment Date shall equal $6.00 divided by  the
     lowest  average Closing Price per share of the Common  Stock
     as  calculated for the last 5, 10 and 30 Trading  Days  (the
     "Trading  Periods")  preceding such  Dividend  Payment  Date
     multiplied  by  the  total number  of  shares  of  Series  B
     Preferred  Stock registered in the name of each such  holder
     of  the Series B Preferred Stock on the record date for  the
     payment  of the dividend.  As used herein, the term "Closing
     Price"  of  a security on any day shall mean the last  sales
     price,  regular way, per share of such security on such  day
     as  reported in the principal consolidated reporting  system
     with  respect to such security listed on The American  Stock
     Exchange or The New York Stock Exchange or, if the shares of
     such  security are not listed or admitted to trading on  The
     American Stock Exchange or The New York Stock Exchange,  the
     middle  market  quotations for the shares of  such  security
     (derived from The London Stock Exchange Daily Official List)
     listed  or admitted to trading on The London Stock Exchange,
     or if the shares of such security are not listed or admitted
     to  trading  on  The London Stock Exchange, the  last  sales
     price  as reported in the National Market System ("NMS")  of
     the  National  Association  of  Securities  Dealers,  Inc.'s
     Automated  Quotation System ("NASDAQ"), or if the shares  of
     such  security are not listed or admitted to trading in NMS,
     the average of the high bid and low asked prices in the over-
     the-counter market as reported by NASDAQ, or if the bid  and
     asked  prices on each such day shall not have been  reported
     through NASDAQ, the average of the bid and asked prices  for
     such  day as furnished by any New York Stock Exchange member
     firm regularly making a market in such security selected for
     such  purpose  by  the  Board of Directors  or  a  committee
     thereof  on  each  Trading Day during such Trading  Periods.
     The  term "Trading Day" shall mean a day on which the market
     used  for  calculating the Closing Price  is  open  for  the
     transaction  of business or, if the shares of such  security
     are  not  so listed or admitted to trading, a Business  Day.
     In  any  of such alternate cases when such security  is  not
     traded  in  prices expressed in Dollars, such Closing  Price
     shall  be converted into Dollars at the spot market exchange
     rate  of  pounds  sterling (UK) into Dollars  as  quoted  by
     Manufacturers  Hanover  Trust  Company  on   the   date   of
     determination.  Fractions of Common Stock arising in respect
     of  the payment of any dividend in shares of Dividend  Stock
     shall  not  be issued to the holders of Series  B  Preferred
     Stock;  instead  they shall be aggregated and  sold  in  the
     market  on  behalf  of  such  holders  at  the  best   price
     reasonably obtainable and the net proceeds of sale shall  be
     distributed pro rata among such holders unless in respect of
     any  holding  of  the  relevant  shares  the  amount  to  be
     distributed  would  be less than $2.00 in  which  case  such
     amount  shall  not be distributed but shall be retained  for
     the benefit of the Company.  For the purpose of implementing
     the  provision  in  the immediately preceding  sentence  the
     Board of Directors may appoint a person to execute transfers
     on   behalf  of  persons  otherwise  entitled  to  any  such
     fractions  and  generally may make  all  arrangements  which
     appear  to  them necessary or appropriate for the settlement
     and  disposal  of fractional entitlements.   Within  fifteen
     (15) Business Days after each Dividend Payment Date on which
     the Company has elected. by written notice to each holder of
     shares of Series B Preferred Stock, to pay the dividend  due
     thereon in shares of Dividend Stock, each holder of Series B
     Preferred  Stock shall have the right to notify the  Company
     of  its  election  to have the Company sell  its  shares  of
     Dividend  Stock  on  behalf of  such  holder.   As  soon  as
     practicable after receipt of such holder's written  election
     so  to  sell  such  shares the Company shall  use  its  best
     efforts to sell such Dividend Shares in the market or in one
     or  more  private  transactions, without commission  or  any
     other remuneration payable to the Company, at the best price
     reasonably  obtainable for shares of  Common  Stock,  either
     directly  or  through one or more brokers  or  other  agents
     selected by the Company.  The Company may, but shall not  be
     required to purchase such shares of Dividend Stock  at  such
     price.   While  the Company shall seek to  obtain  the  best
     price for such shares it shall not be required to obtain the
     highest possible price; provided, however, in the event  the
     amount of the net proceeds of sales paid to such holder from
     the  sale of the Dividend Stock (after payment of all  sales
     commissions  or  fees but before payment  of  any  transfer,
     stamp,  documentary or income taxes) is less than $5.50  per
     share  of  Series B Preferred Stock, the Company  shall  pay
     such  holder  the  difference  in  cash.   Within  ten  (10)
     Business  Days  after  receipt  of  such  holder's   written
     election  to sell its shares of Dividend Stock, the  Company
     will  sell  such stock and pay the holders of the  Preferred
     Stock  the net proceeds of such sale and any amount  payable
     under the preceding sentence.
     
           (c)   Dividends  shall be cumulative, whether  or  not
     earned  and  whether  or  not  surplus  shall  be  available
     therefor  and  shall commence to accrue and accumulate  from
     day  to day from the Issuance Date.  Such accumulation shall
     include,  if not paid, the dividend payable on such Dividend
     Payment  Date.  Accrued but unpaid dividends shall not  bear
     interest.  Such dividends shall be declared and set apart or
     paid  before any dividends (other than dividends payable  in
     Common  Stock)  shall  be  paid on  the  Common  Stock.   No
     dividend shall be paid upon or set apart for shares  of  any
     other class of stock of XCL (other than shares of preference
     stock  ranking pari passu with the Series B Preferred Stock)
     until  all dividend arrears on the Series B Preferred  Stock
     shall be fully paid.  The shares of Series B Preferred Stock
     shall  rank pari passu with the shares of the U.K. Preferred
     Stock with respect to the payment of dividends.
     
          (d)  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  Series  B Preferred Stock entitled  to  receive
     payment  of  a dividend declared thereon, which record  date
     shall be no more than sixty days prior to the date fixed for
     the payment thereof.
     
     Paragraph 4.     Dissolution, Liquidation or Winding Up.

          In the event of any dissolution, liquidation or winding
     up  of  the  affairs of XCL, after payment or provision  for
     payment  of  the  debts and other liabilities  of  XCL,  the
     registered  holders  of Series B Preferred  Stock  shall  be
     entitled  to  share on a pro rata basis with the  shares  of
     U.K.   Preferred  Stock  and  all  other  series  of   XCL's
     preference  stock  ranking on a parity  with  the  Series  B
     Preferred   Stock   in   respect   of   distributions   upon
     dissolution, liquidation or winding up of the Company and to
     receive,  out of the net assets of XCL, $100.00  per  share,
     plus  an  amount equal to all the dividend arrears  on  each
     such  share  up  to the date fixed for distribution  and  no
     more,  before distribution shall be made to the  holders  of
     the  Common Stock or any other shares ranking junior to  the
     Series  B  Preferred Stock in respect of distributions  upon
     dissolution,  liquidation  or winding  up  of  the  Company.
     Neither  the merger or consolidation of XCL, nor  the  sale,
     lease or conveyance of all or a part of its assets, shall be
     deemed to be a dissolution, liquidation or winding up of the
     affairs of XCL within the meaning of this Paragraph 4.

     Paragraph 5.  Redemption.

          The Series B Preferred Stock shall be redeemable at the
     redemption price specified below and on the following  terms
     and conditions:
     
           (a)   Series  B Preferred Stock is redeemable  at  the
     option  of  the  holder  at  any time  after  May  13,  1994
     ("Optional Redemption"), at $100.00 per share plus an amount
     equal  to  the accrued and unpaid dividends thereon  to  the
     Redemption  Date (as hereinafter defined),  whether  or  not
     earned  and  whether  or not surplus is available  therefor,
     payable  out of funds legally available therefor.  In  order
     to  exercise an Optional Redemption, such holder  must  give
     written notice of such redemption to the Company ninety (90)
     calendar  days  prior  to the redemption  date  ("Redemption
     Date").  In the event funds are legally available to  redeem
     only  a portion of the Series B Preferred Stock outstanding,
     such  funds  shall be applied to redemption  to  the  extent
     available and the shares to be redeemed shall be selected by
     lot  as  determined  by  the  Board  of  Directors  and  the
     remainder  of  the shares to be redeemed shall  be  promptly
     redeemed as funds become legally available.  Each holder  so
     electing  to have the Company redeem its shares of Series  B
     Preferred Stock shall elect such redemption with respect  to
     at  least  5,000 such shares registered in its name  on  the
     Redemption  Date; provided, however, that a holder  of  less
     than  16,667 shares of Series B Preferred Stock so  electing
     to  have  the Company redeem any of its shares of  Series  B
     Preferred Stock shall elect such redemption with respect  to
     all  such  shares registered in its name on  the  Redemption
     Date.
     
           (b)   In  the  event  of an Optional  Redemption,  the
     Company  may  elect,  at its option, to pay  the  redemption
     price by issuing shares of Redemption Stock to those holders
     of Series B Preferred Stock who have elected to redeem their
     shares  of  Series B Preferred Stock, provided the Company's
     Common  Stock is then listed on The American Stock Exchange.
     The New York Stock Exchange or The London Stock Exchange  or
     is  admitted  to trading in NASDAQ National Market.  In  the
     event  the  Company  elects to pay the redemption  price  in
     shares  of  Redemption Stock, the Company shall  advise  the
     holders  by written notice within thirty (30) calendar  days
     after receipt of written notice of such holders' election to
     redeem  shares of Series B Preferred Stock.  The  number  of
     shares  of Redemption Stock so to be issued to such  holders
     shall equal the product of the number of shares of Series  B
     Preferred Stock registered in the name of each such  holder,
     multiplied by the quotient obtained by dividing the  sum  of
     $100.00  plus  an  amount equal to the  accrued  and  unpaid
     dividends on each share of Series B Preferred Stock  to  the
     Redemption  Date  by the lowest average  Closing  Price  per
     share  of the Common Stock as calculated for the last 5,  10
     and 30 Trading Days preceding the Redemption Date.  Issuance
     and  delivery of the Redemption Stock to such holders  shall
     be  effected  by  the  Company or the Redemption  Agent  (as
     hereinafter  defined) in the same manner  and  to  the  same
     effect  as  the payment of the redemption price in  cash  in
     accordance  with  the procedures set forth in  sub-paragraph
     5(d)  below.   In  the  event the  Company  has  notified  a
     redeeming holder of its election to pay the redemption price
     in Redemption Stock, within fifteen (15) Business Days after
     receipt  of  such notice, such holder of Series B  Preferred
     Stock  shall  have the right to notify the  Company  of  its
     election  to have the Company sell its shares of  Redemption
     Stock  on  behalf  of such holder.  As soon  as  practicable
     after  receipt of such holder's written election so to  sell
     such  shares the Company shall use its best efforts to  sell
     such  Redemption  Stock in the market  or  in  one  or  more
     private  transactions,  without  commission  or  any   other
     remuneration  payable  to the Company,  at  the  best  price
     reasonably  obtainable for shares of  Common  Stock,  either
     directly  or  through one or more brokers  or  other  agents
     selected by the Company.  The Company may, but shall not  be
     required to purchase such shares of Redemption Stock at such
     price.   While  the Company shall seek to  obtain  the  best
     price for such shares it shall not be required to obtain the
     highest possible price; provided, however, in the event  the
     amount of the net proceeds of sales paid to such holder from
     the sale of the Redemption Stock (after payment of all sales
     commissions  or  fees but before payment  of  any  transfer,
     stamp, documentary or income taxes) is less than $100.00 per
     share  of  Series  B Preferred Stock (the  difference  being
     herein  referred  to as the "Deficit Amount"),  the  Company
     shall issue to such holder additional shares of Common Stock
     (the "Additional Stock") in an amount equal in value to  the
     Deficit  Amount  computed, to the  nearest  whole  share  of
     Common  Stock, by dividing the Deficit Amount  by  the  last
     sales price per share at which the Redemption Stock was sold
     as  hereinabove  provided.  Within ten  (10)  Business  Days
     after receipt of such holders' written election to sell  its
     shares  of  Redemption  Stock, the Company  will  sell  such
     shares,  pay such holder the net proceeds of such  sale  and
     issue  to  such  holder the amount of shares  of  Additional
     Stock,  if  any, required to be issued under  the  preceding
     sentence.   Within  fifteen (15)  Business  Days  after  the
     issuance of shares of Additional Stock to such holder,  such
     holder  shall  have the right to notify the Company  of  its
     election  to have the Company sell its shares of  Additional
     Stock  on  behalf of such holder.  Within ten (10)  Business
     Days after receipt of such holders' written election to sell
     its  shares of Additional Stock, the Company will sell  such
     shares  and  pay such holder the net proceeds of such  sale.
     If  the  net proceeds of such sale of Additional  Stock  are
     less  than  the Deficit Amount (the difference being  herein
     referred to as the "New Deficit Amount"), the Company  shall
     issue to such holder additional shares of Common Stock  (the
     "New  Additional Stock") in an amount equal in value to  the
     New  Deficit Amount computed to the nearest whole  share  of
     Common Stock, by dividing the New Deficit Amount by the last
     sales price per share at which the Additional Stock was sold
     as  hereinabove  provided.  Within ten  (10)  Business  Days
     after the issuance to such holder of the amount of shares of
     New  Additional Stock, if any, required to be  issued  under
     the  preceding sentence, the Company will sell  such  shares
     and  pay  such  holder the net proceeds of such  sale.   The
     Company  shall  continue to issue to such holder  additional
     shares  of  Common Stock, sell such shares on such  holder's
     behalf and pay such holder the net proceeds of such sale  or
     sales on the same terms as hereinabove provided with respect
     to  the  New Additional Stock until such holder has received
     from  the  Company aggregate net proceeds of not  less  than
     $100.00  per share of Series B Preferred Stock.  The Company
     shall  use  its  best  efforts to sell all  such  Additional
     Stock, New Additional Stock and such other additional shares
     of  Common Stock on behalf of the Holder in the same  manner
     contemplated   for  sales  of  the  Redemption   Stock,   as
     hereinabove provided.
     
           (c)   Shares  of  Series B Preferred  Stock  shall  be
     automatically  redeemed upon the exercise,  in  full  or  in
     part,  in accordance with the Warrant Agreement dated as  of
     March  27, 1991, between the Company and China Investment  &
     Development Co., Ltd. ("CIDC-ROC"), of the Class B  Warrants
     (the  "Class B Warrants") issued pursuant to the  Securities
     Purchase  Agreement, dated as of March 27, 1991 between  the
     Company,  China  Investment and Development Corporation  and
     CIDC-ROC,  to  the  extent that the  Class  B  Warrants  are
     exercised ("Automatic Redemption").  The number of shares of
     Series  B  Preferred  Stock  which  shall  be  automatically
     redeemed upon partial exercise of the Class B Warrants shall
     be calculated by dividing the product of the number of Class
     B  Warrants  exercised and the Class B  Exercise  Price  (as
     defined in the Warrant Agreement) by $100.00, to the nearest
     whole  share  of  Series B Preferred Stock.  The  particular
     shares   of  Series  B  Preferred  Stock  which   shall   be
     automatically  redeemed  upon any partial  exercise  of  the
     Class B Warrants shall be selected by the Board of Directors
     of  the  Company by lottery.  The redemption  price  payable
     upon  Automatic  Redemption of the Series B Preferred  Stock
     shall  not be payable by issuing shares of Redemption  Stock
     but  shall be paid in cash in accordance with the provisions
     of  sub-paragraph 5(d); provided, however, in no event shall
     such  redemption price exceed the amount actually  collected
     by the Company upon exercise of the Class B Warrants.
     
           (d)  If a holder of record submits to the Company,  on
     or   prior   to  a  Redemption  Date,  the  certificate   or
     certificates  for  the  Series  B  Preferred  Stock  to   be
     redeemed,  with the redemption notice thereon  appropriately
     completed, the redemption price shall be payable as soon  as
     practicable thereafter, but in any event no later  than  the
     earlier of (i) ten (10) Business Days after receipt of  such
     certificate  or  certificates or (ii) in  the  event  of  an
     Automatic  Redemption the date of the receipt and collection
     of  the Class B Exercise Price of the Class B Warrants being
     exercised.  The Company may deposit the aggregate redemption
     price  in  trust  with  a  bank or trust  company  (in  good
     standing,  organized under the laws of the United States  of
     America or of the State of New York, doing business  in  the
     Borough of Manhattan, City of New York, New York, and having
     capital  surplus and undivided profits aggregating at  least
     $25,000,000) as the "Redemption Agent", for payment  to  the
     holders so the shares so to be redeemed, upon surrender (and
     endorsement, if required by the Board of Directors)  of  the
     certificates  for  such  shares.   Upon  a  Redemption  Date
     (unless the Company shall fail to make payment or deposit of
     the redemption price as above set forth), each holder of the
     shares  of Series B Preferred Stock so to be redeemed  shall
     cease  to  be a shareholder with respect to such shares  and
     shall have no interest in, or claim against, the Company and
     shall  have no voting or other rights with respect  to  such
     shares, except the right to receive the moneys payable  upon
     such redemption from such bank or trust company, or from the
     Company,  without  interest  thereon,  upon  surrender  (and
     endorsement  if required by the Board of Directors)  of  the
     certificates;  and the shares represented thereby  shall  no
     longer be deemed to be outstanding.  In the event the holder
     of  any shares of Series B Preferred Stock shall not, within
     six  years after such deposit claim the amount deposited  as
     above  stated  for  the redemption thereof,  the  depositary
     shall,  upon demand, pay over to the Company such  unclaimed
     amount  so deposited, and the depositary shall thereupon  be
     relieved of all responsibility therefor to such holder.
     
           (e)   In  the  event of an Automatic  Redemption,  the
     dividend  on the Series B Preferred Stock as redeemed  shall
     accrue  up to the fixed Dividend Payment Date last preceding
     the  relevant  redemption date but  shall  cease  to  accrue
     thereafter in respect of shares of Series B Preferred  Stock
     being redeemed.
     
           (f)   Any  dividend arrears on the Series B  Preferred
     Stock  tendered to the Company upon exercise of the Class  B
     Warrants as therein provided shall be payable in full to the
     respective last holders of record of the shares of Series  B
     Preferred  Stock so tendered to the Company (notwithstanding
     any subsequent transfer of the shares of Common Stock issued
     upon  exercise  of  the  Class B Warrants),  pro  rata  with
     payment  of corresponding dividend arrears on the  Series  B
     Preferred Stock remaining outstanding.
     
     Paragraph 6.  Voting Rights.

           Except as may be otherwise provided herein or in  this
     Restated  Certificate of Incorporation of  XCL,  as  amended
     from  time to time with the consent of the holders of Series
     B  Preferred Stock, provided such consent is required to  be
     obtained hereunder, or as required by applicable law:
     
           (a)   The Series B Preferred Stock shall vote together
     with  the  Common Stock of the Company as a single class  on
     all  actions to be taken by the stockholders of the Company.
     Each  share  of Series B Preferred Stock shall  entitle  the
     holder thereof to cast 50 votes on all matters on which  the
     Series  B Preferred Stock shall vote with the Common  Stock.
     No  adjustment shall be made in the voting rights per  share
     of  the  Series B Preferred Stock on any matters (including,
     without  limitation, the voting rights  set  forth  in  this
     Section  6 and in Sections 7 and 8 hereof) upon any increase
     or decrease in the number of shares outstanding of any class
     of stock which is also entitled to vote on such matters;
     
           (b)   The  Series B Preferred Stock shall  vote  as  a
     separate  class on any resolution proposed for  adoption  by
     the  stockholders of the Company which seeks to amend, alter
     or  repeal, the provisions of XCL's Restated Certificate  of
     Incorporation  or  of  the  resolutions  contained  in   the
     Certificate  of Designation of the Series B Preferred  Stock
     designating the Series B Preferred Stock and the preferences
     and  privileges, relative, participating, optional or  other
     special   rights   and   qualifications,   limitations   and
     restrictions thereof, so as to adversely affect  any  right,
     preference,  privilege  or voting  power  of  the  Series  B
     Preferred  Stock or the holders thereof; provided,  however,
     that  any  increase  in the amount of the  issued  Series  B
     Preferred Stock or the creation and issue of other series of
     preference stock (whether or not denominated in Dollars), or
     any increase in the amount of authorized shares of Series  B
     Preferred Stock, in each case either being Parity Stock  (as
     defined  below)  or junior to the Series B  Preferred  Stock
     with   respect   to  the  payment  of  dividends   and   the
     distribution  of  assets  upon dissolution,  liquidation  or
     winding  up  and with or without similar voting rights  will
     not  be deemed to affect adversely such rights, preferences,
     privileges or voting powers of the Series B Preferred Stock;
     
           (c)  Except in the event that arrangements are or have
     been  offered to the holders of the Series B Preferred Stock
     which  ensure that the rights of such holders would  not  be
     prejudiced,  XCL will ensure that no plan of  compromise  or
     arrangement   affecting  the  Common  Stock   shall   become
     effective unless the holders of the Series B Preferred Stock
     shall  be  parties to the plan and unless the plan shall  be
     approved  by the holders of at least two thirds of the  then
     issued  and outstanding shares of Series B Preferred  Stock,
     voting  as  a  class  together  with  all  other  series  of
     preference  stock  ranking on a parity  with  the  Series  B
     Preferred Stock as to the right to receive any dividends and
     any  payment  or  distribution of assets  upon  dissolution,
     liquidation  or winding up (herein referred  to  as  "Parity
     Stock").   The  U.K. Preferred Stock shall be deemed  Parity
     Stock for all purposes herein;
     
           (d)   In  the case of a vote on a resolution regarding
     (i)  the  capital reorganization, dissolution or liquidation
     of  XCL;  or  (ii) any matter for which the consent  of  the
     holders  of Series B Preferred Stock is sought in accordance
     with  the  provisions  of sub-paragraphs  6(b)  or  6(c)  or
     Paragraphs  7 or 8 hereof; every record holder of  Series  B
     Preferred Stock who is present at that meeting in person  or
     by  proxy  shall be entitled to cast one (1) vote  for  each
     share  of  Series B Preferred Stock registered in  its  name
     (voting  (A) as a separate class with respect to the matters
     set  forth in sub-paragraph 6(b) and (B) together  with  all
     other Parity, Stock with respect to the matters set forth in
     sub-paragraphs 6(c) and 6(d)(i) and Paragraphs 7 and 8)  and
     the decision of at least two thirds of the votes cast at the
     meeting  by  such holders (as to any matters  set  forth  in
     clause  (A) above) and such, holders and the holders of  any
     Parity  Stock  (as to any matters set forth  in  clause  (B)
     above)  shall be determinative of the matter so  long  as  a
     quorum  (as defined in sub-paragraph 6(e) below) is present;
     provided  that  in the case of sub-paragraph 6(d)(ii)  above
     such  consent may be sought without a meeting and  shall  be
     deemed to be granted upon the receipt of the written consent
     of  at  least  two thirds of the then issued and outstanding
     shares of stock entitled to vote on such matter as a class.
     
           (e)   At  each  meeting of stockholders at  which  the
     holders of the Series B Preferred Stock shall have the right
     to vote as a separate class or together with any other class
     of  stock, the presence in person or by proxy of the holders
     of  record  of a majority of the total number of  shares  of
     stock  entitled  to vote as a single class then  outstanding
     shall be necessary and sufficient to constitute a quorum  of
     such   class  for  the  transaction  of  business  by   such
     stockholders as a class.  At any such meeting or adjournment
     thereof:

              (i)  the absence of a quorum of the holders of  the
        Series  B  Preferred Stock shall not prevent the election
        of  Directors or the transaction of business  other  than
        the  transaction of business with respect  to  which  the
        holders  of the Series B Preferred Stock are entitled  to
        vote  as a separate class and the absence of a quorum  of
        the  holders of any other class of stock for the election
        of  Directors or the conduct of such other business shall
        not prevent the conduct of business on which the Series B
        Preferred Stock is entitled to vote as a separate  class,
        and
        
             (ii)  in the absence of any such quorum, the holders
        present  in  person or by proxy of the class  or  classes
        which lack a quorum shall have the power to adjourn  (for
        a  period  of up to 30 days) the meeting for the election
        of  Directors which they are entitled to elect from  time
        to  time,  or  for the conduct of such business,  without
        notice  other  than announcement at the meeting  until  a
        quorum shall be present.

     Paragraph 7.  Further Issues: Par Value.

           So  long  as  any  shares of Series B Preferred  Stock
     remain  outstanding,  XCL will not without  the  affirmative
     vote  or  consent of the holders of the Series  B  Preferred
     Stock and any Parity Stock, in each case outstanding at  the
     time, given in person or by proxy, either in writing or at a
     meeting,  (i)  authorize, create or issue, or  increase  the
     authorized or issued amount, of any class or series of stock
     ranking  senior to the Series B Preferred Stock with respect
     to  payment  of  dividends  or  distribution  of  assets  on
     dissolution,  liquidation or winding  up  or  which  may  be
     convertible  into  any class of shares  ranking  as  regards
     participation in dividends or the distribution of assets  on
     dissolution, liquidation or winding up senior to the  Series
     B  Preferred  Stock; or (ii) increase or  decrease  the  par
     value of the Common Stock.
     
     Paragraph 8.  Other Matters.

           So long as any Series B Preferred Stock remains issued
     and outstanding then:
     
           (a)   except  as  authorized by  the  adoption  of  an
     appropriate resolution by the affirmative vote or consent of
     the  holders of the Series B Preferred Stock and any  Parity
     Stock in accordance with sub-paragraph 6(d):

             (i)  XCL will cause the Group (as defined below) not
        to directly engage or become materially interested in any
        business,   other  than  in  oil  and  gas   exploration,
        development  and production, including the  operation  of
        processing   plants   and  gas  gathering   systems   and
        pipelines,  but excluding any downstream activities  such
        as  petroleum  refining or retailing of refined  products
        unless  such  retailing  is  incidental  to  a  permitted
        activity;
        
               (ii)   XCL  will  not  purchase  any  of  its  own
        outstanding shares of Common Stock otherwise than (A)  in
        accordance  with XCL's Stock Option Plans to  the  extent
        Common  Stock  is  used  to satisfy  the  exercise  stock
        options  granted  thereunder;  or  (B)  pursuant   to   a
        resolution   of   the   Shareholders   adopted   at    an
        Extraordinary General Meeting held on December  4,  1987;
        and
        
              (iii)   XCL  shall  cause the Group  not  to  incur
        Indebtedness  which  shall exceed in aggregate  principal
        amount  an  amount equal to 200 percent of the amount  of
        Shareholders'  Equity of the Group as reported  in  XCL's
        Latest Consolidated Balance Sheet.

             For the purposes of sub-paragraph (iii) above:
        
              (A)   "Indebtedness" means all borrowed moneys  and
        shall  be  deemed to include to the extent not  otherwise
        taken into account:

                (1)     the principal amount raised in respect of
          loans  or  acceptances by any bank or  accepting  house
          under any loan facility or acceptance credit opened  on
          behalf  of  and  in favor of XCL and any corporation  a
          majority of whose shares of voting securities are owned
          by XCL (a "Subsidiary");
          
                (2)      the  principal amount of any  debentures
          (secured or unsecured) of XCL or any Subsidiary; and
          
                (3)      the  principal amount for which  XCL  is
          liable as a guarantor of, or surety for the obligations
          of a third party;
          
        But  shall not include, as determined in accordance  with
        generally accepted U.S. accounting principles:
        
               (1)     intra-Group debt;
          
                (2)      the  amount of all consolidated  current
          liabilities of XCL and its Subsidiaries incurred in the
          ordinary  course  of business, other than  for  current
          maturities of long term debt and other than short  term
          borrowings;
          
               (3)     deferred revenues; and
          
               (4)     deferred U.S. taxes.,
          
              (B)      "Shareholders' Equity" means the aggregate
        amount   appearing  as  shareholders'   equity   in   the
        applicable   Latest   Consolidated   Balance   Sheet   as
        determined  in  accordance  with  generally  accepted  US
        accounting principles;
        
             (C)     "Latest Consolidated Balance Sheet" means at
        any  date the then latest published consolidated  balance
        sheet  of the Group prepared in accordance with generally
        accepted  US  accounting principles and  which  has  been
        audited  and  has been reported on by XCL's auditors  for
        the time being.
        
              (D)      "the Group" means XCL and its Subsidiaries
        from time to time.

           (b)      XCL  shall concurrently send a copy of  every
     report  and financial statement sent to its Shareholders  to
     every holder of Series B Preferred Stock.

     Paragraph 9.  Reacquired Shares.

           Any shares of the Series B Preferred Stock redeemed or
     purchased or otherwise acquired by the Company in any manner
     whatsoever shall be retired and cancelled promptly after the
     acquisition  thereof.   All such  shares  shall  upon  their
     cancellation become authorized but unissued shares of Series
     B  Preferred Stock, par value $1.00, and may be reissued  as
     Series  B  Preferred  Stock or  part  of  a  new  series  of
     preference  stock to be created by resolution or resolutions
     of  the  Board  of Directors, subject to the  conditions  or
     restrictions on issuance set forth herein.

     Paragraph 10.  Miscellaneous.

           (a)      All  notices referred to herein shall  be  in
     writing, and all notices hereunder shall be deemed  to  have
     been given upon the earlier of receipt thereof or three  (3)
     Business  Days  after  the  mailing  thereof  if   sent   by
     registered or certified mail (unless first-class mail  shall
     be  specifically permitted for such notice under  the  terms
     hereof)  with  postage prepaid, addressed:  (i)  if  to  the
     Company,  to  its  office as specified in  its  most  recent
     Annual Report on Form 10-K (or any successor report or form)
     or  to  the  Transfer Agent or other agent  of  the  Company
     designated as permitted thereby or (ii) if to any holder  of
     the  Series B Preferred Stock or Common Stock, as  the  case
     may  be,  to  such holder at the address of such  holder  as
     listed  in the stock record books of the Company (which  may
     include  the records of any Transfer Agent for the Series  B
     Preferred  Stock  or Common Stock, as the case  may  be)  or
     (iii)  to  such  other address as the Company  or  any  such
     holder, as the case may be, shall have designated by  notice
     similarly given.
     
          (b)  A copy of any notice given hereunder to any holder
     of Series B Preferred Stock shall be provided to Shearman  &
     Sterling,  555 California Street, San Francisco,  CA  94104,
     Attention:    William  M.  Kelly,  Esq.   unless   otherwise
     requested in writing by any such holder.
     
           (c)   The Company shall pay any and all stock transfer
     and  documentary stamp taxes that may be payable in  respect
     of  any original issuance or delivery of shares of Series  B
     Preferred  Stock  or  shares  of  Common  Stock   or   other
     securities  issued  on account of Series B  Preferred  Stock
     pursuant hereto or certificates representing such shares  or
     securities.  The Company shall not, however, be required  to
     pay  any  such  tax which may be payable in respect  of  any
     transfer  involved in the issuance or delivery of shares  of
     Series B Preferred Stock or Common Stock or other securities
     in  a  name other than that in which the shares of Series  B
     Preferred Stock with respect to which such shares  or  other
     securities   are   issued  or  delivered   were   registered
     (including,  without limitation, any sales or  transfers  of
     Dividend  and  Redemption Stock arranged by the  Company  on
     behalf  of  a  holder of Series B Preferred  Stock),  or  in
     respect  of  any payment to any person with respect  to  any
     such  shares  or  securities other than  a  payment  to  the
     registered holder thereof, and shall not be required to make
     any  such issuance, delivery or payment unless and until the
     person  otherwise  entitled to such  issuance,  delivery  or
     payment  has made arrangements satisfactory to the  Transfer
     Agent  for the payment to the Company of the amount  of  any
     such  tax  or  has established, to the satisfaction  of  the
     Company, that such tax has been paid or is not payable.
     
     Until  after  the  third anniversary of  the  Issuance  Date
     neither the Company nor the Transfer Agent shall be required
     to  recognize  or  record on the books and  records  of  the
     Company or the Transfer Agent any transfer of any shares  of
     Series B Preferred Stock to a person who is not a citizen or
     resident  of the United States of America without the  prior
     written  consent  of  the Company to  such  transfer,  which
     consent  shall not be unreasonably withheld, and the Company
     shall be entitled to request and receive reasonable proof of
     the citizenship or residency of any such proposed transferee
     before  authorizing the transfer of such shares of Series  B
     Preferred Stock.
     
           (d)  In the event that a holder of shares of Series  B
     Preferred  Stock  shall not by written notice  designate  to
     whom payment upon redemption of shares of Series B Preferred
     Stock  should  be  made or the address  to  which  the  such
     payment,  should be sent, the Company shall be  entitled  to
     make  such payment, in the name of the holder of such Series
     B Preferred Stock as shown on the records of the Company and
     to send such payment, to the address of such holder shown on
     the records of the Company.
     
            (e)   Unless  otherwise  provided  in  this  Restated
     Certificate of Incorporation of the Company, all payments in
     the  form  of  dividends,  distributions  on  voluntary   or
     involuntary   dissolution,  liquidation  or  winding-up   or
     otherwise  made Upon the shares of Series B Preferred  Stock
     and  any  other stock ranking on a parity with the Series  B
     Preferred   Stock   with  respect  to   such   dividend   or
     distribution  shall be made pro rata, so that  amounts  paid
     per  share  on the Series B Preferred Stock and  such  other
     stock  shall in all cases bear to each other the same  ratio
     that the required dividend distributions or payments, as the
     case  may  be, then payable per share on the shares  of  the
     Series  B Preferred Stock and such other stock bear to  each
     other.
     
           (f)   The Company may appoint, and from time  to  time
     discharge  and change, the Transfer Agent for the  Series  B
     Preferred Stock.  Upon any such appointment or discharge  of
     a  Transfer Agent, the Company shall send notice thereof  by
     first-class mail, postage prepaid, to each holder of  record
     of  Series  B Preferred, Stock.  The initial Transfer  Agent
     for the Series B Preferred Stock shall be the Company.
     
      D.     The Corporation shall have the authority to issue up
to  50,000  shares of Preferred Stock, which shall be  designated
Series  F, Cumulative Convertible Preferred Stock (the "Series  F
Preferred  Stock"), each share of Series F Preferred Stock  being
identical  with each other share of Series F Preferred Stock  and
all  shares  of  Series  F Preferred Stock having  the  following
characteristics, rights and preferences:

          Paragraph  1.   Designation and Amount. The  shares  of
this  series  of  Preferred  Stock, par  value  $1.00  per  share
("Preferred Stock"), shall be designated as Series F,  Cumulative
Convertible  Preferred  Stock,  par  value  of  $1.00  per  share
("Series   F  Preferred  Stock"),  and  the  number   of   shares
constituting such series shall be 50,000.
          
          Paragraph 2. Definitions and Rules of Construction.
          
          (a)  The following terms, not defined elsewhere herein,
shall have the following meanings:
          
          "The  American Stock Exchange" means the American Stock
Exchange, Inc.
          
          "Amended Series A Preferred Stock" means the shares  of
the  Company's Amended Series A, Cumulative Convertible Preferred
Stock, par value $1.00 per share.
          
          "Board  of  Directors" means the Board of Directors  of
the Company as may be constituted from time to time.
          
          "Business  Day" means any day (other than  a  Saturday,
Sunday or public holiday in the Borough of Manhattan, City of New
York,  New  York) on which banking institutions in New York  City
are  not  authorized  or obligated by law or executive  order  to
close.
          
          "Closing Price" of a security on any day means the last
sales price, regular way, per share of such security on such  day
as  reported in the principal consolidated reporting system  with
respect  to  such  security  listed on  the  principal  US  stock
exchange on which such security was listed for trading or, if the
shares of such security are not listed or admitted to trading  on
a  US stock exchange, the middle market quotations for the shares
of  such  security (derived from The London Stock Exchange  Daily
Official List) listed or admitted to trading on The London  Stock
Exchange  Limited,  or  if the shares of such  security  are  not
listed  or admitted to trading on The London Stock Exchange,  the
last  sales  price  as  reported, in the National  Market  System
("NMS")  of  the National Association of Securities Dealers  Inc.
Automated Quotation System ("NASDAQ"), or if the shares  of  such
security  are  not  listed or admitted to  trading  in  NMS,  the
average  of  the high bid and low asked prices in  the  over-the-
counter  market as reported by NASDAQ, or if the  bid  and  asked
prices  on  each  such day shall not have been  reported  through
NASDAQ, the average of the bid and asked prices for such  day  as
furnished  by  any American Stock Exchange member firm  regularly
making a market in such security selected for such purpose by the
Board of Directors or a committee thereof on each Trading Day. In
any  of such alternate cases when such security is not traded  in
prices  expressed  in  Dollars,  such  Closing  Price  shall   be
converted into Dollars at the then spot market exchange  rate  of
pounds  sterling  (UK) into Dollars as quoted by Chase  Manhattan
Bank, N.A. on the date of determination.

          "Common  Stock" means the shares of common  stock,  par
value $.01 per share, of the Company.
          
          "Company" means XCL Ltd., a Delaware corporation.
          
          "Conversion  Commencement Date" means six months  after
the initial Issuance Date.
          
          "Conversion  Stock" means the shares  of  Common  Stock
issuable  upon  conversion of the Series  F  Preferred  Stock  in
accordance with Paragraph 6.
          
          "Directors" means the directors of the Company.
          
          "Dividend   Stock"  means  the  shares  of   Series   F
Preferred  Stock paid to holders of Series F Preferred  Stock  in
lieu of a cash dividend.
          
          "$" means Dollars.
          
          "Dollars"  means  the freely transferable  currency  of
the USA.
          
          "Forced  Conversion Date" means that date on which  the
shares  of Common Stock have traded at or in excess of $0.50  per
share for 30 consecutive Trading Days.
          
          "Parity  Stock"  means all other series  of  preference
stock ranking on a parity with the Series F Preferred Stock as to
the   right   to  receive  any  dividends  and  any  payment   or
distribution of assets upon dissolution, liquidation  or  winding
up  of  the  Company. The Amended Series A and Series B Preferred
Stock shall be deemed Parity Stock for all purposes herein.
          
          "Securities Act" means the Securities Act of  1933,  as
amended.
          
          "Series  B  Preferred Stock" means the  shares  of  the
Company's  Series B, Cumulative Preferred Stock, par value  $1.00
per share.
          
          "Shareholders" means the holders of the Common Stock.
          
          "Stock  Option Plans" means the employee  stock  option
plans  adopted  by  the Company and approved by Shareholders,  in
effect  from  time  to  time,  for employees  and  certain  other
individuals rendering services to the Company.
          
          "The  London  Stock Exchange" means  The  London  Stock
Exchange Limited.
          
          "Trading  Day"  shall mean a day on  which  the  market
used   for  calculating  the  Closing  Price  is  open  for   the
transaction  of business or, if the shares of such  security  are
not so listed or admitted to trading, a Business Day.
          
          "Transfer  Agent"  means  the transfer  agent  for  the
Series F Preferred Stock from time to time obtaining.
          
          "UK"  and  "United Kingdom" mean the United Kingdom  of
Great Britain and Northern Ireland.
          
          "USA" and "US" means the United States of America.
          
          "Warrants" means an aggregate of 45,491,863 issued  and
outstanding and to be issued warrants to purchase Common Stock.
          
            (b)       References   herein   to   Paragraphs   and
subparagraphs  are  to  paragraphs  and  subparagraphs  of   this
Designation  of  the  Series  F Preferred  Stock  ("Designation")
unless   otherwise  indicated.  The  words  "hereof",   "herein",
"hereunder"  and comparable terms refer to the entirety  of  this
Designation  and  not  to  any  particular  Paragraph  or   other
subdivision hereof. Words in the singular include the plural  and
in  the  plural include the singular. Words in the neuter  gender
shall include the masculine and feminine and vice versa. The word
"or"  is  not exclusive. The word "including" shall be deemed  to
mean  "including,  without limitation."  The  Paragraph  headings
contained in this Designation are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Designation.

          Paragraph 3. Dividends and Distributions.
          
           (a)      Each share of Series F Preferred Stock  shall
entitle  the  record  holder to receive,  out  of  funds  legally
available  therefor, when, as and if declared  by  the  Board  of
Directors,  dividends in cash at the annual rate  of  $12.00  per
share,  which  shall be payable in arrears in  equal  semi-annual
installments on June 30th and December 31st, or in the event  any
such  date is a Saturday, Sunday or public holiday in the Borough
of  Manhattan, in the City of New York, New York,  on  the  first
Business Day following such date (hereinafter a "Dividend Payment
Date") in each year, provided, however, that the dividend payable
on  the  first such Dividend Payment Date shall be equal  to  the
product  obtained  by  multiplying  $6.00  by  a  fraction,   the
denominator  of  which shall be 182 and the  numerator  of  which
shall  be  the number of days expired in the period  between  the
date  of  issuance of the share of Series F Preferred Stock  (the
"Issuance  Date") and such first Dividend Payment Date (inclusive
of both such dates).

           (b)      The  Company may, at its option exercised  by
written  notice  to the holders of the Series F  Preferred  Stock
given  at  least  ten (10) Business Days prior  to  the  Dividend
Payment   Date,  elect  to  pay  any  dividend  due  and  payable
hereunder,  in  kind in additional shares of Series  F  Preferred
Stock in lieu of a dividend payment in cash. The amount of shares
of  Dividend Stock issuable to each holder of Series F  Preferred
Stock  pursuant to this subparagraph 3(b) on each  such  Dividend
Payment  Date  shall equal .06 share of Series F Preferred  Stock
for each share of Series F Preferred Stock registered in the name
of each such holder of the Series F Preferred Stock on the record
date for the payment of the dividend. Fractional shares of Series
F  Preferred  Stock  arising in respect of  the  payment  of  any
dividend in shares of Dividend Stock shall not be issued  to  the
holders of Series F Preferred Stock.

          (c)      Dividends shall be cumulative, whether or  not
earned and whether or not surplus shall be available therefor and
shall commence to accrue and accumulate from day to day from  the
Issuance Date. Such accumulation shall include, if not paid,  the
dividend  payable  on each Dividend Payment. Accrued  but  unpaid
dividends  shall  not  bear interest.  Such  dividends  shall  be
declared  and set apart or paid before any dividends (other  than
dividends payable in Common Stock or any other series or class of
the  Company's stock hereafter issued which ranks  junior  as  to
dividends   and   as  to  distributions  upon  the   dissolution,
liquidation  or  winding  up  of the  Company  to  the  Series  F
Preferred   Stock,  such  junior  securities  being   hereinafter
referred  to as "Junior Securities") shall be paid on the  Common
Stock or such other series or class of Junior Securities. No cash
dividend shall be paid upon or set apart for shares of any  other
class  of  stock of the Company (other than shares of  preference
stock  ranking  pari passu with the Series F Preferred  Stock  in
respect  of the payment of dividends) until all dividend  arrears
on  the  Series F Preferred Stock shall be fully paid. The shares
of Series F Preferred Stock shall rank pari passu with the shares
of  the  Amended Series A Preferred Stock and Series B  Preferred
Stock with respect to the payment of dividends.

           (d)      Dividends  paid on the  shares  of  Series  F
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  Series  F
Preferred  Stock  entitled  to  receive  payment  of  a  dividend
declared  thereon, which record date shall be no more than  sixty
days prior to the date fixed for payment thereof.

           (e)     In the event the Company fails to declare  and
pay  any  dividend  on  a Dividend Payment Date  (the  "Defaulted
Date"),  the dividend rate on the outstanding shares of Series  F
Preferred  Stock  in  effect  on  the  Defaulted  Date  shall  be
increased  effective  such Date so that  the  aggregate  dividend
payable on the next succeeding Dividend Payment Date shall  equal
the  dividend  that would have been paid on all then  outstanding
shares  of Series F Preferred Stock had the Company declared  and
paid  the dividend on the Defaulted Date in Dividend Stock.  Upon
payment of all such dividend arrearages in cash or with shares of
Dividend  Stock (or some combination of both), the dividend  rate
shall  revert  to  the  dividend rate in effect  on  the  initial
Defaulted Date.   The Company shall notify all holders of  Series
F  Preferred Stock in writing at least fifteen (15) days prior to
the payment by the Company of any dividend arrearages in cash, in
which  case  such  holders  may elect to  receive  such  dividend
arrearage  payment  in shares of Dividend Stock  (computed  based
upon  the  annual cash dividend rate then applicable  divided  by
100)  in lieu of such cash payment by notice in writing delivered
to  the  Company  within  five (5)  days  after  receipt  of  the
Company's  dividend payment notice, provided that such notice  is
received  by the Company from the holders of at least a  majority
of the outstanding shares of Series F Preferred Stock.

          Paragraph 4. Dissolution. Liquidation or Winding Up.
          
          In   the  event  of  any  dissolution,  liquidation  or
winding  up  of  the  affairs of the Company,  after  payment  or
provision for payment of the debts and other liabilities  of  the
Company, the registered holders of Series F Preferred Stock shall
be  entitled  to  share on a pro rata basis with the  holders  of
shares of Amended Series A Preferred Stock and Series B Preferred
Stock  and  all  other series of the Company's  preference  stock
ranking  on a parity with the Series F Preferred Stock in respect
of  distributions upon dissolution, liquidation or winding up  of
the Company and to receive, out of the net assets of the Company,
$100.00  per  share,  plus an amount equal to  all  the  dividend
arrears  on each such share up to the date fixed for distribution
and no more, before distribution shall be made to the holders  of
the Common Stock or any Junior Securities. Neither the merger  or
consolidation  of the Company, nor the sale, lease or  conveyance
of  all  or  a  part  of its assets, shall  be  deemed  to  be  a
dissolution,  liquidation or winding up of  the  affairs  of  the
Company within the meaning of this Paragraph 4.
          
          Paragraph 5. Redemption.
          
            (a)      The  Series  F  Preferred  Stock  shall   be
redeemable at the election of the Company, in whole or in part at
any   time  and  from  time  to  time,  at  a  redemption   price
("Redemption Price") of $100.00 per share, in each case plus  all
accrued  and  unpaid  dividends to and including  the  redemption
date.   The Company shall notify each holder of record of  shares
of  Series F Preferred Stock in writing (the "Redemption Notice")
mailed by first class mail, postage prepaid, at least twenty (20)
days and not more than sixty (60) days prior to the date fixed by
the  Company  for redemption, mailed to his address as  the  same
shall  appear on the books of the Company. The Redemption  Notice
shall  state  the redemption date, the Redemption Price  and  the
place  and  manner of payment thereof. If less than  all  of  the
outstanding  shares  of  Series  F  Preferred  Stock  are  to  be
redeemed,  the Company shall select those shares to  be  redeemed
pro  rata  or  by  lot or in such other manner as  the  Board  of
Directors may determine.

            (b)       The   Company  may  deposit  the  aggregate
Redemption Price in trust with a bank or trust company  (in  good
standing,  organized  under the laws  of  the  United  States  of
America  or  of  the  State of New York, doing  business  in  the
Borough  of  Manhattan, in the City of New York,  New  York,  and
having capital surplus and undivided profits aggregating at least
$25,000,000) as "Redemption Agent", for payment to the holders of
the shares so to be redeemed, upon surrender (and endorsement, if
required by the Board of Directors) of the certificates for  such
shares. At the close of business on a redemption date (unless the
Company  shall fail to make payment or deposit of the  Redemption
Price as above set forth), dividends shall cease to accrue on the
shares  of Series F Preferred Stock called for redemption (except
on  any  such  shares of Series F Preferred Stock in  respect  of
which,  upon  due  presentation of  the  certificate(s)  relating
thereto,  payment  of the money due at such redemption  shall  be
refused  in  which  case the dividend shall  be  deemed  to  have
continued and shall continue to accrue from the relevant date  of
redemption to the date of payment); each holder of the shares  of
Series  F Preferred Stock so to be redeemed shall cease to  be  a
shareholder  with  respect  to such  shares  and  shall  have  no
interest  in,  or claim against, the Company and  shall  have  no
voting  or  other rights with respect to such shares, except  the
right  to  receive the moneys payable upon such  redemption  from
such bank or trust company, or from the Company, without interest
thereon, upon surrender (and endorsement if required by the Board
of  Directors)  of  the certificates; and the shares  represented
thereby shall no longer be deemed to be outstanding. In the  case
of  a call for redemption by the Company pursuant to subparagraph
5(a) above, the right of conversion shall cease and terminate  as
to  the shares designated for redemption on the close of business
on  the  third Business Day preceding the redemption date  unless
default shall be made in the payment of the Redemption Price.  In
the  event  the holder of any shares of Series F Preferred  Stock
shall  not, within six years after such deposit, claim the amount
deposited  as  above  stated  for  the  redemption  thereof,  the
depositary  shall,  upon demand, pay over  to  the  Company  such
unclaimed amount so deposited, and the depositary shall thereupon
be relieved of all responsibility therefor to such holder.

           (c)      So  long as any shares of Series F  Preferred
Stock are outstanding, the Company shall not redeem, purchase  or
otherwise  acquire,  or  permit any  subsidiary  to  purchase  or
otherwise  acquire,  any shares of Common  Stock  or  any  Junior
Securities if at the time of making such redemption, purchase  or
acquisition the Company shall be in default with respect  to  any
dividend  payable  on, or any obligation to purchase  shares  of,
Series    F    Preferred   Stock;   provided,   however,    that,
notwithstanding the foregoing the Company may at any time redeem,
purchase  or  otherwise acquire shares of  Common  Stock  or  any
Junior  Securities  in  exchange for, or  out  of  the  net  cash
proceeds from the sale of, Common Stock or other shares of Junior
Securities.  If in any case the amounts payable with  respect  to
the  Company's obligation to retire shares of Preferred Stock are
not  paid in full in the case of all series with respect to which
such  obligations  exist, the number of  shares  of  the  various
series  to  be  retired shall be in proportion to the  respective
amounts which would be payable on account of such obligations  if
all amounts payable were discharged in full. Any dividend arrears
on  the Series F Preferred Stock tendered to the Company shall be
payable in full to the respective last holders of record  of  the
shares of Series F Preferred Stock so tendered to the Company pro
rata with payment of corresponding dividend arrears on the Series
F Preferred Stock remaining outstanding.

          Paragraph 6. Conversion.
          
          (a)     Subject  as hereinafter provided. at  any  time
after  the  Conversion Commencement Date at  the  option  of  the
record  holder  of  the Series F Preferred Stock,  the  Series  F
Preferred Stock shall be convertible, in whole or in part, at the
office  of  the  Transfer Agent into fully paid and nonassessable
shares  of  Common  Stock at a rate (the "Conversion  Rate")  per
share  of Series F Preferred Stock equal to that number of shares
of  Common  Stock as shall equal the quotient of $100 divided  by
$.25  (the "Conversion Price") (subject in any case to adjustment
as  hereinafter  provided in Paragraph 7),  provided  that  if  a
Conversion  Notice  (as hereinafter defined in subparagraph  6(c)
below)  is given in respect of only a part of a holding of Series
F Preferred Stock so that there would remain following conversion
three  or  fewer such shares in that holding, all  the  Series  F
Preferred Stock in the holding shall be converted notwithstanding
the figure inserted in the Conversion Notice.
          
          (b)      For  the purposes of the provisions hereof,  a
"Conversion  Date" shall be the date falling 90  days  after  the
date of the Conversion Notice (or such sooner date as the Company
may  notify the converting holder of Series F Preferred Stock  in
writing)  and provided always that if any Conversion  Date  would
otherwise  fall  on  a  day  which is not  a  Business  Day  such
Conversion  Date shall be the first Business Day  following  such
date.
          
          (c)    The right to convert shall be exercisable at any
time and from time to time after the Conversion Commencement Date
by  completing  the notice of conversion endorsed  on  the  share
certificate  relating  to  the Series F  Preferred  Stock  to  be
converted or a notice in such other form as may from time to time
be prescribed by the Board of Directors in lieu thereof (any such
notice  being herein called a "Conversion Notice") and delivering
the  same to the Transfer Agent together with such other evidence
(if  any)  as  the Board of Directors may reasonably  require  to
prove  title of the person exercising such right to convert.  The
Conversion Notice shall be deemed dated as of the date of receipt
thereof by the Transfer Agent. A Conversion Notice once given may
not be withdrawn without the consent in writing of the Company.

          (d)     On  conversion the dividend  on  the  Series  F
Preferred  Stock so converted shall cease to accrue  with  effect
from  the  close of business on the date preceding the Conversion
Date.  The  Common Stock issued on such conversion shall  entitle
the  holder  to all dividends and other distributions payable  on
the  Common  Stock  by  reference to  a  record  date  after  the
applicable Conversion Date.
          
          (e)     Any  dividend arrears on the Series F Preferred
Stock surrendered for conversion shall be payable in full to  the
respective  last  holders of record of the  shares  of  Series  F
Preferred  Stock surrendered for conversion (notwithstanding  any
subsequent transfer of the shares of Common Stock into which such
shares   have   been  converted),  pro  rata  with   payment   of
corresponding  dividend arrears on the Series F  Preferred  Stock
remaining outstanding.
          
          (f)       Conversion  shall  be  deemed  to  have  been
effected on the Conversion Date, and the holder shall as  of  the
close of business on such date have the full rights of the Common
Stock resulting from such conversion.
          
          (g)     On  the Conversion Date all shares of Series  F
Preferred Stock in respect of which a Conversion Notice has  been
delivered  ("relevant shares") shall be converted into shares  of
Common  Stock at the Conversion Rate. Upon issuance of the Common
Stock, the relevant shares shall be retired and cancelled. Within
30  days  after the Conversion Date, the Company shall, or  shall
cause,  the forwarding to each holder of the relevant shares,  at
his  own  risk, free of charge, a definitive certificate for  the
appropriate number of fully paid shares of Common Stock and a new
certificate   for  any  unconverted  Series  F  Preferred   Stock
comprised in the certificate(s) surrendered by him.
          
          (h)      Fractions   of   Common  Stock    arising   on
conversion  shall not be issued to the holders  of  the  relevant
shares otherwise entitled thereto but (if arrangements can be  so
made)  such fractions shall be aggregated and sold in the  market
on behalf of such holders at the best price reasonably obtainable
and  the net proceeds of sale shall be distributed pro rata among
such  holders  unless in respect of any holding of  the  relevant
shares  the amount to be distributed would be less than $2.00  in
which  case  such amount shall not be distributed  but  shall  be
retained  for  the benefit of the Company.  For  the  purpose  of
implementing the provisions of this subparagraph (h),  the  Board
of  Directors may appoint a person to execute transfers on behalf
of persons otherwise entitled to any such fractions and generally
may make all arrangements which appear to the Board necessary  or
appropriate  for  the  settlement  and  disposal  of   fractional
entitlements.
          
          (i)      In   case   of   the  voluntary   dissolution,
liquidation  or winding up of the Company, all conversion  rights
relating to the Series F Preferred Stock shall terminate 45  days
after  the  mailing  of  a notice of such action  to  all  record
holders  of Series F Preferred Stock; provided that such date  of
termination  of  conversion rights shall be not more  than  sixty
(60)  days  nor less than twenty (20) days prior to the  date  on
which such dissolution is to become effective or such liquidation
or  winding  up  is  to  commence. Any  such  notice  shall  call
attention  to  the  date of such termination  of  the  conversion
rights, the per share amount payable on the Common Stock, the per
share amount payable on the Series F Preferred Stock held by such
holder  in  connection with such action (in each  case,  if  then
known, or a reasonable estimate if such amount is not known  with
any  reasonable  degree  of  certainty),  and  the  then  current
Conversion  Rate  of the Series F Preferred Stock  held  by  such
holder of record.
          
          (j)      At any time after the Forced Conversion  Date,
or  any  time  after at least seventy five percent (75%)  of  the
aggregate number of shares of Series F Preferred Stock originally
issued  on  the Issuance Date have been purchased or redeemed  by
the  Company  or  converted  into Common  Stock  by  the  holders
thereof, the Company may, at its option, cause the conversion  of
all  the remaining issued and outstanding shares of the Series  F
Preferred  Stock  at the Conversion Rate upon at  least  45  days
written notice to all holders of record.
          
          (k)      The  Company  shall use its  best  efforts  to
ensure that the shares of Conversion Stock are listed on all  the
principal stock exchanges on which the Company's Common Stock  is
listed for trading.
          
          Paragraph 7.  Adjustments of Conversion Rate.

           The  Conversion Rate for the Series F Preferred  Stock
shall be subject to adjustment from time to time as follows:

          (a)    If the Company shall at any time or from time to
time  pay  a  dividend or other distribution on  its  outstanding
shares  of Common Stock in shares of Common Stock, subdivide  its
outstanding shares of Common Stock into a larger number of shares
or  combine its outstanding shares of Common Stock into a smaller
number of shares, the Conversion Rate in effect immediately prior
to  the  record date for such dividend or the effective date  for
such  subdivision or combination shall be adjusted so  that  each
share of Series F Preferred Stock shall thereafter be convertible
into  the number of shares of Common Stock which the holder of  a
share  of  Series F Preferred Stock would have been  entitled  to
receive after the happening of any of the events described  above
had  such share been converted immediately prior to the happening
of  such event.  An adjustment made pursuant to this subparagraph
(a)  shall  become  effective  immediately  after  the  close  of
business  on  such a record date in the case of  a  dividend  and
shall  become  effective  on the close of  business  on  the  day
immediately  prior  to  the effective  date  in  the  case  of  a
subdivision or combination.

          (b)     If  the Company shall issue rights or  warrants
to all holders of Common Stock (expiring within 45 days after the
record  date  for  determining stockholders entitled  to  receive
them)  for  the  purpose of entitling them to  subscribe  for  or
purchase  shares of Common Stock at a price per share  less  than
the  average  of  the  Closing  Prices  per  share  for  the   30
consecutive  Trading  Days ending on  the  record  date  for  the
determination of the stockholders entitled to receive such rights
or  warrants,  then at the discretion of the Board of  Directors,
either  (i) the Company shall make a like issue at the same  time
to  each  holder  of  the  Series F Preferred  Stock  as  if  his
conversion rights had been exercisable in full on the record date
for  such issue on the basis of the Conversion Rate; or (ii)  the
number  of  shares of Common Stock into which each share  of  the
Series F Preferred Stock shall thereafter be convertible shall be
adjusted by multiplying the number of shares of Common Stock into
which  each share of Series F Preferred Stock was convertible  on
the  day immediately preceding such record date by a fraction the
numerator  of which shall be the sum of the number of  shares  of
Common  Stock outstanding on such record date and the  number  of
additional shares of Common Stock so offered for subscription  or
purchase,  and the denominator of which shall be the sum  of  the
number of shares of Common Stock outstanding on such record  date
and  the  number  of shares of Common Stock which  the  aggregate
offering  price  of the total number of shares so  offered  would
purchase  at  such  average of the Closing  Prices  for  such  30
Trading  Days. Such adjustment shall become effective immediately
after  the close of business on such record date. Notwithstanding
anything  in  the  foregoing to the contrary, no  such  issue  or
adjustment shall be made in respect of the shares of Common Stock
issuable upon exercise of the Warrants, any stock options granted
pursuant  to  the  Company's  Stock  Option  Plans  approved   by
Shareholders  (provided that option exercise price shall  not  be
less  than  the market value of the Common Stock on the  date  of
grant  of the options), the Amended Series A Preferred Stock  and
the  shares  of  Amended  Series A Preferred  Stock  issuable  as
dividends  on,  or  the  shares of  Common  Stock  issuable  upon
conversion  of  the  Amended Series A Preferred  Stock,  and  the
Series  B Preferred Stock and the shares of Common Stock issuable
as  dividends  on  or upon redemption of the Series  B  Preferred
Stock.
          
          (c)     If any offer or invitation by way of rights  or
otherwise  (not  being  an  offer  or  invitation  to  which  the
provisions  of  subparagraph 7(b)  apply)  is  made  to  all  the
Shareholders by the Company, the Company shall make or, so far as
it  is  able, cause that there be made a like offer at  the  same
time  to  each  holder  of Series F Preferred  Stock  as  if  his
conversion rights had been exercisable on and had been  exercised
in  full on the record date for such offer or invitation  on  the
basis of the Conversion Rate.
          
          (d)      If the Company shall distribute to all holders
of  Common  Stock  any assets (other than any  ordinary  dividend
payable  solely in cash in an amount not excessive in  comparison
to  its current earnings), any rights to subscribe for securities
(other than those referred to in sub-paragraph 7(b) above) or any
evidence  of indebtedness or other securities (other than  Common
Stock or Junior Securities), then in each such case the number of
shares  of  Common  Stock  into which  each  share  of  Series  F
Preferred Stock shall thereafter be convertible shall be adjusted
by  multiplying the number of shares of Common Stock  into  which
each  share  of Series F Preferred Stock was convertible  on  the
date  immediately preceding the record date for the determination
of  the stockholders entitled to receive such distribution  by  a
fraction  the  numerator of which shall be  the  average  of  the
Closing  Prices  per share of Common Stock for  the  thirty  (30)
consecutive  Trading  Days ending on such  record  date  and  the
denominator of which shall be such average of the Closing  Prices
per  share  less the then fair market value (as determined  in  a
resolution adopted by the Board and reviewed and approved by  the
Company's  auditors  for the time being) of the  portion  of  the
assets  or evidences of indebtedness or securities so distributed
or  of such subscription rights applicable to one share of Common
Stock.  Such adjustment shall become effective immediately  after
the close of business on such record date.
          
           (e)     Whenever  the Conversion Rate is  adjusted  as
herein  provided,  the  Company shall  forthwith  file  with  the
Transfer Agent a certificate stating the adjusted Conversion Rate
determined  as  provided in this Paragraph 7.   Such  certificate
shall  show  in  detail the facts requiring such adjustment.  The
calculation  of  such  adjustment shall have  been  reviewed  and
approved  by the Company's auditors for the time being.  Whenever
the Conversion Rate is adjusted, the Company will forthwith cause
a notice stating the adjustment and the resulting Conversion Rate
to  be  mailed to the respective holders of record  of  Series  F
Preferred Stock.

          (f)     In  case of any capital reorganization  or  any
reclassification of the capital stock of the Company or  in  case
of  the  consolidation  or  merger of the  Company  with  another
corporation  or  in  case of any sale or  conveyance  of  all  or
substantially all of the property of the Company, each  share  of
Series F Preferred Stock shall thereafter be convertible into the
number  of  shares  of  stock  or other  securities  or  property
receivable upon such capital reorganization, reclassification  of
capital stock, consolidation, merger, sale or conveyance, as  the
case  may be, by a holder of the number of shares of Common Stock
into which such share of Series F Preferred Stock was convertible
immediately     prior    to    such    capital    reorganization,
reclassification of capital stock, consolidation, merger, sale or
conveyance;   and,  in  any  case,  appropriate  adjustment   (as
determined by the Board of Directors and reviewed and approved by
the  Company's auditors for the time being) shall be made in  the
application  of the provisions herein set forth with  respect  to
rights  and interests thereafter of the holders of the  Series  F
Preferred  Stock,  to the end that provisions  set  forth  herein
(including the specified changes in and other adjustment  of  the
Conversion  Rate)  shall  thereafter be applicable,  as  near  as
reasonably  may be, in relation to any shares of stock  or  other
securities  or  other  property thereafter deliverable  upon  the
conversion of the Series F Preferred Stock.
          
          (g)      No  adjustment shall be made hereunder  unless
by  reason  of  the happening of any one or more  of  the  events
herein  specified, the Conversion Rate then in  effect  would  be
changed  by 1 % or more, but any adjustment of less than 1%  that
would  otherwise be required to be made shall be carried  forward
and shall be made at the time of and together with any subsequent
adjustment which, together with any adjustment or adjustments  so
carried  forward,  amounts  to 1 % or more,  provided  that  such
adjustment  shall be made in any case (regardless of  whether  or
not  the  amount thereof or the cumulative amount thereof amounts
to  1%  or more) upon the happening of one or more of the  events
specified in subparagraph (f) of this Paragraph 7.
          
          Paragraph 8. Voting Rights.

           Except as may be otherwise provided herein or in  this
Restated Certificate of Incorporation of the Company, as  amended
from  time  to time with the consent of the holders of  Series  F
Preferred Stock, provided such consent is required to be obtained
hereunder or as required by applicable law:

           (a)     the Series F Preferred Stock shares shall  not
entitle  the  holders thereof to receive notice of or  attend  or
vote  at  any  meeting of stockholders except  in  the  following
circumstances:

               (i)     The Series F Preferred Stock shall vote as
          a   separate  class  on  any  resolution  proposed  for
          adoption by the stockholders of the Company which seeks
          to  amend,  alter  or  repeal, the  provisions  of  the
          Company's Restated Certificate of Incorporation  or  of
          the   resolutions  contained  in  the  Certificate   of
          Designation of the Series F Preferred Stock designating
          the  Series  F Preferred Stock and the preferences  and
          privileges, relative, participating, optional or  other
          special  rights  and  qualifications,  limitations  and
          restrictions  thereof, so as to  adversely  affect  any
          right,  preference, privilege or voting  power  of  the
          Series  F  Preferred  Stock  or  the  holders  thereof;
          provided,  however, that any increase in the amount  of
          the issued Series F Preferred Stock or the creation and
          issue  of any other series of preference stock (whether
          or  not denominated in Dollars, or any increase in  the
          amount  of  authorized  shares of  Series  F  Preferred
          Stock, in each case either being Parity Stock or Junior
          Securities  and with or without similar voting  rights)
          will  not  be  deemed to affect adversely such  rights,
          preferences, privileges or voting powers of the  Series
          F Preferred Stock;

               (ii)     Except in the event that arrangements are
          or  have  been offered to the holders of the  Series  F
          Preferred  Stock which ensure that the rights  of  such
          holders  would  not  be prejudiced,  the  Company  will
          ensure  that  no  plan  of  compromise  or  arrangement
          affecting  the  Common  Stock  shall  become  effective
          unless  the  holders of the Series  F  Preferred  Stock
          shall  be parties to the plan and unless the plan shall
          be  approved  by the holders of at least a majority  of
          the  then  issued and outstanding shares  of  Series  F
          Preferred  Stock, voting as a class together  with  all
          other Parity Stock;

                     (iii)  In the case of a vote on a resolution
          regarding  (A) the capital reorganization,  dissolution
          or  liquidation of the Company; or (B) any  matter  for
          which  the consent of the holders of Series F Preferred
          Stock  is  sought in accordance with the provisions  of
          subparagraphs 8(a)(i) and 8(a)(ii) and Paragraphs 9  or
          10;  every  record  holder of Series  F  Stock  who  is
          present at that meeting in person or by proxy shall  be
          entitled to cast one (1) vote for each share of  Series
          F  Preferred  Stock registered in his name (voting  (1)
          as  a  separate class with respect to the  matters  set
          forth  in  subparagraph 8(a)(i) and (2)  together  with
          all  other Parity Stock with respect to the matters set
          forth  in  subparagraphs 8(a)(ii) and 8(a)(iii)(1)  and
          Paragraphs 9 and 10) and the decision of at  least  two
          thirds  of the outstanding shares of Series F Preferred
          Stock  (as  to  any  matters set forth  in  clause  (A)
          above)  and  a  majority of the outstanding  shares  of
          Series  F Preferred Stock and any Parity Stock,  voting
          separately as a class (as to any matters set  forth  in
          clause  (B) above) shall be determinative of the matter
          so  long  as a quorum (as defined in subparagraph  8(b)
          below) is present; or

                (iv)    if at the date of the notice convening  a
          meeting  of Shareholders the dividend on  the Series  F
          Preferred  Stock  has  not been paid  in  an  aggregate
          amount  equal  to  at least two (2)  consecutive  semi-
          annual   dividends  on  such  shares,  the  number   of
          Directors of the Company will be increased by two and a
          majority  of votes cast by the holders of the Series  F
          Preferred  Stock  together with the holders  of  Parity
          Stock  on  which like voting rights have been conferred
          and  are exercisable, present in person or by proxy  at
          such  meeting,  will  be entitled  to  elect  such  two
          additional  Directors to the Board of  Directors,  with
          each  holder being entitled to cast one vote  for  each
          share  of  Series F Preferred Stock registered  in  his
          name. The right to elect such Directors and the term of
          office of all such Directors so elected shall terminate
          when all such accrued and unpaid dividends are paid  in
          full  or  set apart for payment subject to  such  right
          being   reinstated  in  the  case  of  fixture   unpaid
          dividends as hereinabove provided. In case any  vacancy
          shall  occur among the Directors elected by the holders
          of  Series F Preferred Stock and Parity Stock as herein
          provided,  such vacancy may be filled for the unexpired
          portion  of the term by vote of the remaining  Director
          elected   by  such  stockholders,  or  such  Director's
          successor in office or by the vote of such stockholders
          given  at a special meeting of such stockholders called
          for such purpose.

           (b)      At each meeting of stockholders at which  the
holders  of the Series F Preferred Stock shall have the right  to
vote  as  a  separate class or together with any other  class  of
stock the presence in person or by proxy of the holders of record
of  a majority of the total number of shares of stock entitled to
vote  as  a single class then outstanding shall be necessary  and
sufficient  to  constitute  a  quorum  of  such  class  for   the
transaction of business by such stockholders as a class.  At  any
such meeting or adjournment thereof,

               (i)  the absence of a quorum of the holders of the
          Series F Preferred Stock shall not prevent the election
          of  Directors or the transaction of business other than
          the  transaction of business with respect to which  the
          holders of the Series F Preferred Stock are entitled to
          vote as a separate class and the absence of a quorum of
          the  holders  of  any  other class  of  stock  for  the
          election  of  Directors or the conduct  of  such  other
          business  shall not prevent the conduct of business  on
          which the Series F Preferred Stock is entitled to  vote
          as a separate class, and

                     (ii) in the absence of any such quorum,  the
          holders  present in person or by proxy of the class  or
          classes  which lack a quorum shall have  the  power  to
          adjourn (for a period of up to 30 days) the meeting for
          the  election of Directors which they are  entitled  to
          elect  from  time to time, or for the conduct  of  such
          business, without notice other than announcement at the
          meeting, until a quorum shall be present.

           (c)    Any action required or permitted to be taken by
the  holders  of  Series  F  Preferred  Stock  pursuant  to  this
Paragraph 8 or Paragraphs 9 or 10, voting either separately as  a
class  or together with all Parity Stock at any annual or special
meeting  of stockholders, may be taken without a meeting, without
prior  notice  and without a vote, if a consent  or  consents  in
writing,  setting forth the action so taken, shall be  signed  by
the holders of such stock having not less than the minimum number
of  votes that would be necessary to authorize such action to  be
taken  at  a  meeting at which all such shares entitled  to  vote
thereon were present and voted.

          Paragraph 9. Further Issues; Par Value.

           So  long  as  any  shares of Series F Preferred  Stock
remain outstanding, the Company shall not without the affirmative
vote  or  consent of the holders of the Series F Preferred  Stock
and any Parity Stock, in each case outstanding at the time, given
in  person  or  by proxy, either in writing or at a meeting,  (i)
authorize, create or issue, or increase the authorized or  issued
amount,  of  any class or series of stock ranking senior  to  the
Series F Preferred Stock with respect to payment of dividends  or
distribution of assets on dissolution, liquidation or winding  up
or  which may be convertible into any class of shares ranking  as
regards participation in dividends or the distribution of  assets
on dissolution, liquidation or winding up senior to the Series  F
Preferred  Stock; or (ii) increase or decrease the par  value  of
the  Common Stock.  The holders of Series F Preferred Stock shall
not  be  entitled to any preemptive rights with  respect  to  any
further issuances of securities by the Company.

          Paragraph 10. Other Matters.

           So long as any Series F Preferred Stock remains issued
and outstanding then:

           (a)  except  as  authorized  by  the  adoption  of  an
appropriate resolution by the affirmative vote or consent of  the
holders  of a majority of the outstanding shares of the Series  F
Preferred  Stock  and  any  Parity Stock,  voting  or  consenting
separately as a class, the Company shall not:
                   
               (i)     sell, lease or convey all or substantially
          all of the assets of the Company; or

                     (ii)   approve any merger, consolidation  or
          compulsory  share exchange to which the  Company  is  a
          party,   unless   (1)  the  terms   of   such   merger,
          consolidation  or  compulsory  share  exchange  do  not
          provide  for  a  change in the terms of  the  Series  F
          Preferred Stock and (2) the Series F Preferred Stock is
          on  a  parity with or prior to (in respect of dividends
          and  upon liquidation, dissolution or winding  up)  any
          other  class  or series of capital stock authorized  by
          the  surviving  corporation, other than  any  class  or
          series  of stock of the Company ranking senior  to  the
          Series F Preferred Stock either as to dividends or upon
          liquidation, dissolution or winding up of  the  Company
          and  previously  authorized with  the  consent  of  the
          holders of the Series F Preferred Stock (or other  than
          any  capital  stock  into which  such  prior  stock  is
          converted as a result of such merger, consolidation  or
          compulsory share exchange).

           (b)     the Company shall concurrently send a copy  of
every   communication  or  other  information,  including  annual
reports  and proxy materials, sent to its Shareholders  to  every
holder of Series F Preferred Stock.

          Paragraph 11.  Reacquired Shares.
          
           Any shares of the Series F Preferred Stock redeemed or
purchased  or  otherwise acquired by the Company  in  any  manner
whatsoever  shall  be retired and cancelled  promptly  after  the
acquisition   thereof.   All  such  shares   shall   upon   their
cancellation become authorized but unissued shares  of  Series  F
Preferred Stock, and may be reissued as Series F Preferred  Stock
or  part  of  a new series of preference stock to be  created  by
resolution  or resolutions of the Board of Directors, subject  to
the conditions or restrictions on issuance set forth herein.

          Paragraph 12. Miscellaneous.

          (a) All notices referred to herein shall be in writing,
and all notices hereunder shall be deemed to have been given upon
the  earlier of receipt thereof or three (3) Business Days  after
the  mailing  thereof  if sent by registered  or  certified  mail
(unless first-class mail shall be specifically permitted for such
notice  under the terms hereof) with postage prepaid,  addressed:
(i)  if  to the Company, to its office as specified in  its  most
recent  Annual  Report on Form 10-K (or any successor  report  or
form)  or  to  the Transfer Agent or other agent of  the  Company
designated  as permitted hereby or (ii) if to any holder  of  the
Series F Preferred Stock or Common Stock, as the case may be,  to
such  holder at the address of such holder as listed in the stock
record books of the Company (which may include the records of any
Transfer Agent for the Series F Preferred Stock or Common  Stock,
as the case may be) or (iii) to such other address as the Company
or  any such holder, as the case may be, shall have designated by
notice similarly given.

          (b)      The  Company  shall  pay  any  and  all  stock
transfer  and  documentary stamp taxes that  may  be  payable  in
respect of any original issuance or delivery of shares of  Series
F  Preferred Stock or shares of Common Stock or other  securities
issued on account of Series F Preferred Stock pursuant hereto  or
certificates representing such shares or securities.  The Company
shall not, however, be required to pay any such tax which may  be
payable  in  respect of any transfer involved in the issuance  or
delivery of shares of Series F Preferred Stock or Common Stock or
other securities in a name other than that in which the shares of
Series  F  Preferred Stock with respect to which such  shares  or
other  securities are issued or delivered were registered, or  in
respect  of  any payment to any person with respect to  any  such
shares  or  securities  other than a payment  to  the  registered
holder  thereof  and  shall  not be required  to  make  any  such
issuance,  delivery  or  payment  unless  and  until  the  person
otherwise entitled to such issuance, delivery or payment has made
arrangements satisfactory to the Transfer Agent for  the  payment
to  the Company of the amount of any such tax or has established,
to  the satisfaction of the Company, that such tax has been  paid
or is not payable.
          
          (d)      In the event that a holder of shares of Series
F  Preferred Stock shall not by written notice designate to  whom
payment  upon  redemption of shares of Series F  Preferred  Stock
should  be  made or the address to which such payment  should  be
sent, the Company shall be entitled to make such payment, in  the
name  of the holder of such Series F Preferred Stock as shown  on
the  records  of  the Company, and to send such payment,  to  the
address of such holder shown on the records of the Company.

           (e)       Unless  otherwise provided in this  Restated
Certificate of Incorporation of the Company, all payments in  the
form  of  dividends,  distributions on voluntary  or  involuntary
dissolution, liquidation or winding-up or otherwise made upon the
shares of Series F Preferred Stock and any other stock ranking on
a  parity with the Series F Preferred Stock with respect to  such
dividend or distribution shall be made pro rata, so that  amounts
paid  per  share on the Series F Preferred Stock and  such  other
stock  shall in all cases bear to each other the same ratio  that
the  required dividends, distributions or payments, as  the  case
may  be,  then  payable per share on the shares of the  Series  F
Preferred Stock and such other stock bear to each other.

          (f)      The Company may appoint, and from time to time
discharge  and  change,  the Transfer  Agent  for  the  Series  F
Preferred  Stock.  Upon any such appointment or  discharge  of  a
Transfer  Agent, the Company shall send notice thereof by  first-
class mail, postage prepaid, to each holder of record of Series F
Preferred  Stock.  The initial Transfer Agent for  the  Series  F
Preferred Stock shall be the Company.

           (g)       The  Company covenants that it will  at  all
times  on and after the Conversion Commencement Date reserve  and
keep  available out of its authorized Common Stock and/or  shares
of  its Common Stock then owned or held by or for the account  of
the  Company, solely for the purpose of delivery upon  conversion
of  the  Series F Preferred Stock as herein provided, such number
of  shares  of  Common  Stock as shall then be  deliverable  upon
conversion of all shares of Series F Preferred Stock from time to
time outstanding.

      FIFTH:     A.  Unless and until otherwise provided  in  the
Bylaws, all of the corporate powers of this Corporation shall  be
vested  in, and managed by, a board of not less than 3  nor  more
than 15 directors, except that when all of the outstanding shares
are  held of record by fewer than 3 stockholders, then there need
be  only  as many directors as there are stockholders,  but  this
shall   not   prevent   a   greater  number   of   directors   as
aforementioned.

      B.      The board of directors shall be and is divided into
three  classes:  Class I, Class II and Class III, which shall  be
as nearly equal in number as possible.  Each director shall serve
for  a  term  ending on the date of the third annual  meeting  of
stockholders  following the annual meeting at which the  director
was  elected.  Notwithstanding the foregoing provisions  in  this
Article  FIFTH, each director shall serve until his successor  is
duly  elected  and qualified or until his death,  resignation  or
removal.

     C.     The number of directors may be increased or decreased
within  the  limits  above provided by a  majority  vote  of  the
directors.  In  the  event of any increase  or  decrease  in  the
authorized  number of directors, the newly created or  eliminated
directorships resulting from such increase or decrease  shall  be
apportioned by the board of directors among the three classes  of
directors  so  as  to maintain such classes as  nearly  equal  as
possible.   No  decrease in the number of directors  constituting
the  board  of directors shall shorten the term of any  incumbent
director.

      D.      Newly  created  directorships  resulting  from  any
increase  in  the  number of directors and any vacancies  on  the
board   of   directors   resulting   from   death,   resignation,
disqualification, removal or other cause shall be filled  by  the
affirmative vote of a majority of the remaining directors then in
office  (and not by stockholders), even though less than a quorum
of  the  board of directors.  Any director elected in  accordance
with  the  preceding sentence 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.

     E.     No director may be removed from office without cause,
except upon the affirmative vote of the holders of not less  than
sixty-seven percent (67%) of the outstanding shares of  stock  of
the  Corporation then entitled to vote generally in the  election
of  directors, voting together as a single class.  Any amendment,
change or repeal of this Article FIFTH, or any other amendment to
this  Restated  Certificate of Incorporation that will  have  the
effect  of permitting circumvention of or modifying this  Article
FIFTH,  shall  require  the favorable vote,  at  a  stockholders'
meeting, of the holders of at least sixty-seven percent (67%)  of
the  outstanding shares of stock of the Corporation then entitled
to  vote  generally in the election of directors, voting together
as a single class.

      SIXTH:      A.  The board of directors shall have authority
to  adopt, amend or repeal Bylaws, including the right to  adopt,
amend or repeal Bylaws fixing their qualifications, or fixing  or
increasing their compensation, subject to the ratification of the
action  taken by the board so to adopt, amend or repeal any  such
Bylaws by the stockholders at the next regularly scheduled annual
meeting  of stockholders or at a special meeting of stockholders.
Pending such ratification by the stockholders, such action  taken
by  the  board  of  directors shall  be  presumed  to  have  been
authorized by the stockholders.

      B.      The  board shall further have authority to exercise
all  such powers and to do all such other lawful acts and  things
which  the  Corporation  or  its stockholders  might  do,  unless
prohibited  from  doing so by applicable laws, by  this  Restated
Certificate of Incorporation or by the Bylaws of the Corporation.

     SEVENTH:     A.  For the purposes of this Article SEVENTH:

           (1)      A  "person" shall mean any individual,  firm,
     corporation, partnership, trust or other entity.
     
           (2)     "Net Assets" shall mean the difference between
     the  aggregate amount of all assets and the aggregate amount
     of  all liabilities of the Corporation as they appear on the
     Corporation's most recent audited financial statements.
     
          (3)     "Voting Stock" means then outstanding shares of
     stock  of all classes and series of the Corporation entitled
     to vote in the election of directors.
     
           (4)      "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 September 1, 1987.
     
           (5)      "Subsidiary" means any corporation  of  which
     more  than  a  majority of any class of equity  security  is
     owned, directly or indirectly, by the Corporation; provided,
     however,  that for purposes of the definition of  Interested
     Stockholder  set  forth in Paragraph A(7)  of  this  Article
     EIGHTH,  the term "Subsidiary" shall mean only a corporation
     of  which  a  majority of each class of equity  security  is
     owned  by  the  Corporation, by  a  Subsidiary,  or  by  the
     Corporation and one or more Subsidiaries.
     
           (6)     A person shall be a "Beneficial Owner" of  any
     Voting Stock:
        
              (A)      which such person or any of its Affiliates
        or  Associates beneficially owns, directly or indirectly;
        or
        
              (B)      which such person or any of its Affiliates
        or  Associates has (i) 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  (ii) the right to vote or to  direct  the
        vote   pursuant   to   any  agreement,   arrangement   or
        understanding; or
        
              (C)      which  is 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.
     
           (7)     "Interested Stockholder" shall mean any person
     (other than the Corporation or any Subsidiary) who or which:
     
               (A)      is  the  Beneficial  Owner,  directly  or
        indirectly, of more than 20% of the combined voting power
        of the then outstanding Voting Stock; or
        
              (B)      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 20% or. more of the  combined  voting
        power of the then outstanding Voting Stock; or
        
             (C)     is an assignee of or has otherwise succeeded
        to  any  shares of Voting Stock which were  at  any  time
        within the two-year period immediately prior to the  date
        in   question   beneficially  owned  by  any   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.

           (8)      "Disinterested Director" means 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 of directors 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.
     
          (9)     "Fair Market Value" means:

              (A)      in  the case of stock, the highest closing
        sale price during the 30-day period immediately 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 such Composite  Tape,
        on  the New York Stock Exchange, or, if such stock is not
        listed  on such Exchange, 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 bid quotation with respect to a share  of
        such stock during the 30-day period 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
        
              (B)      in  the  case of stock  of  any  class  of
        securities  not traded on any securities exchange  or  in
        the  over-the-counter-market or in the case  of  property
        other  than cash or stock, the fair market value of  such
        securities  or  property  on  the  date  in  question  as
        determined  by a majority of the Disinterested  Directors
        in good faith.

           (10)      "Business Combination" means any transaction
     which  is referred to in any one or more of Paragraphs  B(1)
     through (5) below.
     
           (11)      In the event of any Business Combination  in
     which the Corporation survives, the phrase "consideration to
     be  received  as used in Paragraphs C(2)(A)  and  (B)  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.
     
           (12)      For  the purposes of determining  whether  a
     person  is  an Interested Stockholder pursuant to  Paragraph
     A(7),  the  number of shares of Voting Stock  deemed  to  be
     outstanding  shall  include  shares  deemed  owned   through
     application  of Paragraph A(6)(B)(i) but shall  not  include
     any  other  shares of Voting Stock which may be issuable  to
     other  persons  pursuant  to any agreement,  arrangement  or
     understanding,  or  upon  exercise  of  conversion   rights,
     warrants or options, or otherwise.

      B.      In addition to any affirmative vote required by law
or   any   other   Article  of  this  Restated   Certificate   of
Incorporation,  and  except as otherwise  expressly  provided  in
Paragraph C of this Article SEVENTH:

           (1)     any merger or consolidation of the Corporation
     or  any  Subsidiary with (i) any Interested  Stockholder  or
     (ii)  any  other  corporation  (whether  or  not  itself  an
     Interested  Stockholder) which is, or after such  merger  or
     consolidation  would be, an Affiliate  or  Associate  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 or Associate of any  Interested
     Stockholder  of  any assets of the Corporation,  or  of  any
     Subsidiary, having an aggregate Fair Market Value  equal  to
     ten  percent  (10%)  or  more  of  the  Net  Assets  of  the
     Corporation; 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 or
     Associate  of  any Interested Stockholder  in  exchange  for
     cash,   securities  or  other  property  (or  a  combination
     thereof) having an aggregate Fair Market Value equal to  ten
     percent  (10%) or more of the Net Assets of the Corporation,
     other than the issuance of securities by the Corporation  or
     any Subsidiary upon the conversion of convertible securities
     of the Corporation or any Subsidiary which were not acquired
     from  the  Corporation or any Subsidiary by  any  Interested
     Stockholder or any Affiliate or Associate of any  Interested
     Stockholder; 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 Stockholder or any Affiliate  or
     Associate of any Interested Stockholder; 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 Stockholder) which has the  effect,
     directly  or  indirectly,  of increasing  the  proportionate
     share  of  the outstanding stock of any class of  equity  or
     convertible securities of the Corporation or any  Subsidiary
     directly  or  indirectly owned by any Interested Stockholder
     or any Affiliate or Associate of any Interested Stockholder;
     
shall require the affirmative vote of the holders of at least (i)
67%  of  the then outstanding shares of Voting Stock, and (ii)  a
majority of the then outstanding shares of Voting Stock  held  by
persons  who  are  not Interested Stockholders or  Affiliates  or
Associates  of  Interested Stockholders; provided, however,  that
the  majority vote requirement of this clause (ii) shall  not  be
applicable  if  the  Business  Combination  is  approved  by  the
affirmative vote of the holders of not less than 80% of the  then
outstanding  shares  of Voting Stock.  The foregoing  affirmative
vote  requirements are hereinafter referred to  as  the  "Special
Vote  Requirement."   The  Special  Vote  Requirement  shall   be
applicable 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.

     C.     The provisions of Paragraph B 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  Article  of  this   Restated
Certificate of Incorporation, if all of the conditions  specified
in either of the following Paragraphs (1) and (2) are met:

           (1)      Approval  by  Disinterested  Directors.   The
     Business  Combination shall have been approved by a majority
     of the Disinterested Directors.
     
           (2)     Price and Procedural Requirements.  All of the
     following conditions shall have been met:

              (A)      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
        or  any  series of Preferred Stock of the Corporation  in
        such Business Combination shall be at-least equal to  the
        higher  of  (i)  the  highest price paid  for  any  share
        (including  brokerage  commissions,  transfer  taxes  and
        soliciting  dealers' fees) of such  class  or  series  of
        stock by any person who is an Interested Stockholder,  or
        by  any of his Affiliates or Associates, within the  two-
        year  period immediately prior to the time of  the  first
        public  announcement of the proposed Business Combination
        (the  "Announcement Date") or in the transaction in which
        such  person became an Interested Stockholder,  whichever
        price  is  the higher; or (ii) the Fair Market Value  per
        share   of  such  class  or  series  of  stock   on   the
        Announcement Date or on the date on which the  Interested
        Stockholder   became  an  Interested   Stockholder   (the
        "Determination  Date"),  whichever  is  higher;  provided
        however,  that  if  the Interested  Stockholder  has  not
        previously  paid for shares of series of Preferred  Stock
        or  if  the  highest preferential amount per share  of  a
        series  of  Preferred Stock to which the holders  thereof
        would  be  entitled  in the event  of  any  voluntary  or
        involuntary liquidation, dissolution or winding up of the
        affairs  of  the Corporation (regardless of  whether  the
        Business  Combination to be consummated constitutes  such
        an  event) is greater than such aggregate amount, holders
        of such series of Preferred Stock shall receive an amount
        for  each  such  share  at least  equal  to  the  highest
        preferential   amount  applicable  to  such   series   of
        Preferred   Stock.   The  provisions  of  this  Paragraph
        C(2)(A) shall be required to be met with respect to every
        class  or series of Preferred Stock, whether or  not  the
        Interested   Stockholder  has   previously   become   the
        Beneficial Owner of any shares of a particular  class  or
        series of Preferred Stock prior to proposing the Business
        Combination.  The price paid for any share  of  any  such
        class or series of stock shall be the amount of cash plus
        the Fair Market Value of any consideration to be received
        therefor, determined at the time of payment thereof.
        
              (B)  The consideration to be received by holders of
        a  particular class of outstanding Voting Stock shall  be
        in cash or in the same form as the Interested Stockholder
        has  previously paid for shares of such class  of  Voting
        Stock.  If the Interested Stockholder 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  of
        consideration  used  to  acquire the  largest  number  of
        shares  of such class of Voting Stock previously acquired
        by   it.   The  prices  determined  in  accordance   with
        Paragraph   C(2)(A)  above  shall  be   subject   to   an
        appropriate  adjustment  in  the  event  of   any   stock
        dividend, stock split, subdivision, combination of shares
        or similar event.
        
             (C)  After such Interested Stockholder has become an
        Interested  Stockholder  and  through  to  the  date   of
        consummation  of  such Business Combination:   (i)  there
        shall  have been (1) no reduction in the annual  rate  of
        dividends  paid on the Common Stock (except as  necessary
        to  reflect any subdivision of the Common Stock),  except
        as approved by a majority of the Disinterested Directors,
        and  (2)  no  failure  to increase such  annual  rate  of
        dividends  as  necessary to reflect any  reclassification
        (including  any  reverse stock split),  recapitalization,
        reorganization 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   is   approved  by  a  majority   of   the
        Disinterested   Directors;  and  (ii)   such   Interested
        Stockholder shall not have become the beneficial owner of
        any  additional shares of Voting Stock except as part  of
        the   transaction   which  results  in  such   Interested
        Stockholder becoming an Interested Stockholder.
        
             (D)  After such Interested Stockholder has become an
        Interested Stockholder, 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  any tax credits or other  tax  advantages
        provided  by the Corporation, whether in anticipation  of
        or  in  connection  with  such  Business  Combination  or
        otherwise.
        
              (E)     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  or  regulations)
        shall be mailed to all stockholders of the Corporation at
        least  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  such  Act
        or subsequent provisions).

           D.     The majority of the Disinterested Directors  of
     the  Corporation shall have the power and duty to  determine
     for  the  purpose of this Article SEVENTH, on the  basis  of
     information  known  to  them after reasonable  inquiry,  all
     facts  necessary  to  determine  the  applicability  of  the
     various  provisions of this Article SEVENTH, including,  (i)
     whether  a  person  is an Interested Stockholder,  (ii)  the
     number of shares of Voting Stock of which any person is  the
     Beneficial Owner, (iii) whether a person is an Affiliate  or
     Associate  of  another,  (iv) whether  the  requirements  of
     Paragraph  B(2) have been met with respect to  any  Business
     Combination,  and  (v)  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
     equal to ten percent (10%) or more of the Net Assets of  the
     Corporation; and the good faith determination of a  majority
     of  the  Disinterested  Directors shall  be  conclusive  and
     binding for all purposes of this Article SEVENTH.
     
           E.     Nothing contained in this Article SEVENTH shall
     be  construed to relieve any Interested Stockholder from any
     fiduciary obligation imposed by law.
     
           F.      Notwithstanding any other-provisions  of  this
     Restated Certificate of Incorporation or the Bylaws  of  the
     Corporation  (and  notwithstanding the fact  that  a  lesser
     percentage  may  be  specified by law, this  Certificate  of
     Incorporation  or  the  Bylaws  of  the  Corporation),   any
     proposal  to  amend  or  repeal,  or  adopt  any  provisions
     inconsistent  with, this Article SEVENTH  of  this  Restated
     Certificate  of  Incorporation  shall  be  approved  by  the
     affirmative vote of at least (1) 67% of the then outstanding
     shares  of  Voting  Stock and (2) a  majority  of  the  then
     outstanding shares of Voting Stock held by persons  who  are
     not  Interested Stockholders or Affiliates or Associates  of
     Interested  Stockholders, provided that  the  majority  vote
     requirement  of this clause (2) shall not be  applicable  if
     the proposal is approved by the affirmative vote of not less
     than 80% of the then outstanding shares of Voting Stock.

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

      B.      (1)  Each person who was or is made a party  or  is
threatened  to be made a party to or involved in any action  suit
or   proceeding   whether  civil,  criminal,  administrative   or
investigative (hereinafter a "proceeding"), by reason of the fact
that  he or she is or was a director, officer or employee of  the
Corporation  or  is  or  was  serving  at  the  request  of   the
Corporation as a director, officer, employee or agent of  another
corporation  or of a partnership, joint venture, trust  or  other
enterprise, including service with respect to an employee benefit
plan,  whether the basis of such proceeding is alleged action  in
an official capacity as a director, officer, employee or agent or
in  any  other  capacity while serving as  a  director,  officer,
employee or agent, shall be indemnified and held harmless by  the
Corporation  to  the fullest extent authorized  by  the  Delaware
General  Corporation Law, as the same exists or may hereafter  be
amended  (but  in  the case of any such amendment,  only  to  the
extent  that  such amendment permits the Corporation  to  provide
broader  indemnification  rights  than  said  law  permitted  the
Corporation  to  provide  prior to such amendment),  against  all
expense, liability and loss (including attorneys fees, judgments,
fines, including excise taxes with respect to an employee benefit
plan,  or  penalties  and amounts paid in settlement)  reasonably
incurred  or suffered by such person in connection therewith  and
such indemnification shall continue as to a person who has ceased
to  be a director, officer, employee or agent and shall inure  to
the  benefit  of  his or her heirs, executors and administrators;
provided,  however,  that, except as provided  in  paragraph  (2)
hereof,  the Corporation shall indemnify any such person  seeking
indemnification in connection with a proceeding (or part  hereof)
initiated  by  such  person  only if  such  proceeding  (or  part
thereof)  was  authorized  by  the  board  of  directors  of  the
Corporation.   The  right to indemnification  conferred  in  this
paragraph (1) of Paragraph B shall include the right to  be  paid
by  the  Corporation the expenses incurred in defending any  such
proceeding  in  advance  of  its  final  disposition;   provided,
however,  that if the Delaware General Corporation Law  requires,
the payment of such expenses incurred by a director or officer in
his  or  her  capacity as a director or officer (and not  in  any
other capacity in which service was or is rendered by such person
while  a  director  or  officer, including,  without  limitation,
service  to  an employee benefit plan) in advance  of  the  final
disposition  of a proceeding shall be made only upon delivery  to
the  Corporation  of  an undertaking, by or  on  behalf  of  such
director or officer, to repay all amounts so advanced if it shall
ultimately  be  determined that such director of officer  is  not
entitled to be indemnified under this Paragraph B or otherwise.

      (2)  If a claim under paragraph (1) of this Paragraph B  is
not paid in full by the Corporation within thirty (30) days after
written  claim has been received by the Corporation, the claimant
may at any time thereafter bring suit against the Corporation  to
recover  the  unpaid amount of the claim and,  if  successful  in
whole or in part, the claimant shall be entitled to be paid  also
the expense of prosecuting such claim.  It shall be a defense  to
any  such action (other than an action brought to enforce a claim
for  expenses incurred in defending any proceeding in advance  of
its  final disposition where the required undertaking, if any  is
required, has been tendered to the Corporation) that the claimant
has  not  met  the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden  of
proving  such defense shall be on the Corporation.   Neither  the
failure  of  the Corporation (including its board  of  directors,
independent  legal counsel, or its stockholders) to have  made  a
determination  prior  to the commencement  of  such  action  that
indemnification  of the claimant is proper in  the  circumstances
because he or she has met the applicable standard of conduct  set
forth  in  the  Delaware General Corporation Law, nor  an  actual
determination  by  the  Corporation  (including  its   board   of
directors,  independent legal counsel, or its stockholders)  that
the  claimant  has not met such applicable standard  of  conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

      (3)   The  right  to  indemnification and  the  payment  of
expenses  incurred in defending a proceeding in  advance  of  its
final  disposition conferred in this Paragraph  B  shall  not  be
exclusive  of  any right which any person may have  or  hereafter
acquire  under any statute, provision of the Restated Certificate
of  Incorporation,  Bylaw, agreement,  vote  of  stockholders  or
disinterested directors or otherwise.

     (4)  The Corporation may maintain insurance, at its expense,
to protect itself and any director, officer, employee or agent of
the   Corporation  or  another  corporation,  partnership,  joint
venture, trust or other enterprise, including an employee benefit
plan, against any such expense, liability or loss, whether or not
the  Corporation  would have the power to indemnify  such  person
against  such  expense,  liability or  loss  under  the  Delaware
General Corporation Law.

      (5)      Upon  resolution passed by the board of directors,
the  Corporation  may  establish  a  trust  or  other  designated
account, grant a security interest or use other means (including,
without limitation, a letter of credit) to ensure the payment  of
certain of its obligations arising under this Article EIGHTH.

      (6)      If any part of this Article EIGHTH shall be found,
in  any action, suit or proceeding or appeal therefrom or in  any
other circumstances or as to any particular officer, director  or
employee  to  be  unenforceable, ineffective or invalid  for  any
reason,  the enforceability, effect and validity of the remaining
parts  or  of  such  parts in other circumstances  shall  not  be
affected, except as otherwise required by applicable law.

      NINTH:  A.  The annual meeting of the stockholders for  the
election  of directors shall be held at the principal  office  of
the  Corporation,  unless  and until otherwise  provided  in  the
Bylaws.

      B.      Elections of directors need not be by ballot unless
the Bylaws of the Corporation shall so provide.

      C.     Unless authorized by a majority of the Disinterested
Directors (as defined in Article SEVENTH), no action required  to
be  taken at any annual or special meeting of stockholders of the
Corporation  may  be taken without a meeting, and  the  power  of
stockholders  to  consent in writing, without a meeting,  to  the
taking  of  any action is specifically denied.  In  the  event  a
majority   of   the   Disinterested  Directors   authorizes   the
Corporation to take action upon such written consent, the consent
in writing to such action signed by stockholders holding at least
that  proportion of the total voting power on the question  which
is  required by law or this Restated Certificate of Incorporation
shall be sufficient for the purpose, without the necessity for  a
meeting  of the stockholders.  In order that the Corporation  may
determine  the  stockholders entitled  to  consent  to  corporate
action  in writing without a meeting, the board of directors  may
fix  a record date by majority vote, which record date shall  not
precede the date upon which the resolution fixing the record date
is adopted by the board of directors, and which date shall not be
more  than  ten  days  after the date upon which  the  resolution
fixing the record date is adopted by the board of directors.  Any
amendment, change or repeal of this Paragraph C of Article NINTH,
or   any   other  amendment  of  this  Restated  Certificate   of
Incorporation   that   will  have  the   effect   of   permitting
circumvention  of or modifying this Paragraph of  Article  NINTH,
shall require the favorable vote, at a stockholders' meeting,  of
the  holders  of  at  least  sixty-seven  percent  (67%)  of  the
outstanding  shares of stock of the Corporation then entitled  to
vote generally in the election of directors, voting together as a
single class.

      TENTH:      A.  The Corporation may purchase or redeem  its
own  shares  in  the manner and on the conditions  permitted  and
provided  in Section 160 of the Delaware General Corporation  Law
or other applicable law, and as may be authorized by the board of
directors.   Shares  so  purchased shall be  considered  treasury
shares, and may be reissued and disposed of as authorized by law,
or may be canceled and the capital stock reduced, as the board of
directors  may,  from time to time, determine in accordance  with
law.

      B.     The Corporation may issue convertible securities and
rights  to convert shares or obligations of the Corporation  into
shares  of any authorized class of stock, and the right or option
to  purchase  shares of any authorized class  of  stock,  in  the
manner  and on the conditions permitted and provided in  Sections
151  and  157  of the Delaware General Corporation Law  or  other
applicable  law,  and  as  may  be authorized  by  the  board  of
directors.

      C.      The  board of directors shall have such  power  and
authority   with  respect  to  capital,  surplus  and  dividends,
including    allocation,   increase,   reduction,    utilization,
distribution  and  payment,  as  is  permitted  and  provided  in
Sections 154, 170 and 244 of the Delaware General Corporation Law
or other applicable law.

     ELEVENTH:     Except as otherwise expressly provided in this
Restated  Certificate  of  Incorporation,  amendments   to   this
Restated  Certificate of Incorporation, including any  change  in
the  right  of holders of stock of any class and any increase  or
reduction of capital stock, shall require the affirmative vote of
the  holders  of a majority of the outstanding stock entitled  to
vote thereon and a majority of the outstanding shares of stock of
each class entitled to vote thereon as a class in accordance with
the provisions of Section 242 of the Delaware General Corporation
Law.

       TWELFTH:      Except  as  may  be  otherwise  required  by
applicable  law, the sale and any other transfer  of  fully  paid
stock  in the Corporation shall be free from any restrictions  or
all liens imposed by the Corporation.

     IN WITNESS WHEREOF, the undersigned has executed this Amended 
and Restated  Certificate  of Incorporation on  this  17th  day of 
December, 1997, and affirms, under penalties of perjury, that this 
instrument is  the  act  and  deed of the Corporation and that the 
statements made herein ar true and correct.

                                   XCL LTD.

                                    /s/ Marsden W. Miller, Jr
                                   _____________________
                                   Marsden W. Miller, Jr.
                                   Chairman and
                                   Chief Executive Officer