COMPOSITE COPY
                                                                MARCH 14, 1997

                     RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            HARCOURT GENERAL, INC.

                      (As amended through March 14, 1997)

                    (Originally incorporated under the name
             MID-WEST DRIVE-IN THEATRES, INC. on November 1, 1950)

   FIRST:   The name of the corporation is HARCOURT GENERAL, INC. 

   SECOND:   Its registered office in the State of Delaware is located at
Corporation  Trust  Center, 1209  Orange Street,  in  the City  of Wilmington,
County of New Castle. The name and address of its registered agent is The
Corporation Trust  Company,  Corporation Trust  Center,  1209  Orange Street,
Wilmington, Delaware 19801.

   THIRD:     The  nature  of  the business,  or  objects  or purposes  to  be
transacted, promoted or carried on are:

   To own, operate, and manage hotels or motels; to purchase and acquire land,
buildings, leases,  contracts, options, corporate  shares, trust  certificates
and any and all other property, rights or interests in hotel or motel
enterprises, to buy, sell, lease and deal in hotel or motel furnishings,
equipment and supplies of every kind.

   To own, operate and manage places of amusement, including motion pictures,
theatrical productions, vaudeville exhibitions, bowling alleys, sports arenas,
skating rinks, and all other athletic and recreational facilities for public
exhibition or participation, and other enterprises incidental thereto; to
purchase and acquire land, buildings, leases, contracts, options, corporate
shares, trust certificates and any and all other property, rights or interests
in amusement enterprises or activities in connection therewith; to buy, sell,
lease and deal in apparatus, furnishings, equipment and supplies of every kind
used or useful in amusement enterprises, and contracts for every variety of
entertainment, and to construct and erect buildings or other structures of any
and every kind required or incidental to the purposes of this corporation; to
borrow money and contract indebtedness for all proper corporate purposes, to
issue bonds, notes and other evidences of indebtedness therefor, to secure the
same by franchises, rights, property, assets and goodwill of this corporation;
and to assume or guarantee and secure in like manner the leases, contracts or
other obligations and the payment of any  dividends on any stock or shares and
the  principal  or  interest  on  any  bonds,  notes  or  other  evidences  of
indebtedness of any person, firm, association, trust or other corporation, and
to lend money to or advance money in behalf  of any person, firm, association,
trust or other corporation, in which this corporation has an interest.

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   To  lend money,  to advance  money in  behalf of,  or invest in  the stock,
bonds, notes, debentures or other securities of any person, firm, association,
trust or corporation engaged in the business of acquiring, building, equipping
or operating restaurants, particularly, but without limitation, curb service
restaurants so called, or engage in the business of acquiring real estate or
interests in real estate upon which restaurants are to be constructed.

   To  engage in  the business  of  buying, preparing  and  selling foods  and
beverages of all kinds and to  operate restaurants, liquor lounges, snack bars
or  refreshment stands in conjunction with,  or as an incident  to, any of the
other enterprises in which the corporation may be engaged.

   To purchase, lease or  otherwise acquire, own, hold, use,  develop, improve
and  otherwise deal in and with, and  sell, convey, mortgage, lease, exchange,
transfer  and otherwise  dispose  of real  estate and  any  interests in  real
estate.

   To  lend money,  to advance money  on behalf  of, or invest  in the stocks,
bonds,  notes,  debentures, securities  or  obligations of  any  person, firm,
association, trust or corporation  engaged in an enterprise organized  for any
of the purposes hereinbefore enumerated in this Article Third.

   To engage in any lawful act or activity for which corporations may be
organized  under the  General  Corporation Law  of  Delaware, whether  or  not
similar  or  related or  incidental  to or  useful  or advantageous  in  or in
connection  with any of the purposes or enterprises hereinbefore enumerated in
this Article Third.

   FOURTH:   The total number of shares of capital stock of all classes which
this corporation shall have authority to issue shall be 320,000,000 shares to
wit:  (a) 200,000,000  shares of Common  Stock with  a par value  of $1.00 per
share; and   (b) 80,000,000 shares of Class B Stock  with a par value of $1.00
per share; and (c)  40,000,000 shares of Preferred  Stock with a par  value of
$1.00 per share.

   The powers, preferences and the relative, participating, optional and other
rights and the qualifications, limitations and restrictions thereof, of each
class of stock, and  the express grant of authority to  the Board of Directors
to fix  by resolution the designations and  the powers, preferences and rights
of  each  share of  Preferred Stock  and  the qualifications,  limitations and
restrictions  thereof  which are  not fixed  by  this Restated  Certificate of
Incorporation, are as follows:

A. Common Stock and Class B Stock

   I. Dividends,  etc.   Subject to  the rights  of  the holders  of Preferred
Stock, and subject to any other provisions of this Restated Certificate of
Incorporation, as amended from time to time, holders of Common Stock and Class
B Stock shall be entitled to receive such dividends and other distributions in
cash, stock or property of the corporation as may be declared thereon by the
Board of Directors from time to time out of assets or funds of the corporation
legally available therefor, provided that in the case of cash dividends, if at
any time a  cash dividend is  paid on the Common  Stock, a cash  dividend will
also be  paid on the  Class B Stock  in an amount per  share of Class  B Stock
equal to 90%  of the amount  of the cash  dividend paid on  each share of  the

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Common Stock (rounded down,  if necessary, to  the nearest one-hundredth of  a
cent),  and provided,  further,  that  in  the  case  of  dividends  or  other
distributions  payable in stock of the corporation other than Preferred Stock,
including distributions pursuant to stock splits  or divisions of stock of the
corporation other  than Preferred  Stock, including distributions  pursuant to
stock splits or  divisions of stock  of the corporation  other than  Preferred
Stock, which occur after  the initial issuance of  shares of Class B  Stock by
the corporation, only shares of Common Stock shall be distributed with respect
to Common Stock and  only shares of Class B Stock in an amount per share equal
to  the amount  per  share paid  with respect  to  the Common  Stock  shall be
distributed with  respect to  Class B  Stock, and  that,  in the  case of  any
combination  or reclassification of  the Common Stock,  the shares of  Class B
Stock shall  also be combined or reclassified so that  the number of shares of
Class  B   Stock  outstanding   immediately  following  such   combination  or
reclassification  shall bear  the same  relationship to  the number  of shares
outstanding immediately prior to such combination or reclassification
as the number of shares of Common Stock outstanding immediately following such
combination  or reclassification bears to the number of shares of Common Stock
outstanding immediately prior to such combination or reclassification.

   II.   Voting.  (a)  At every meeting of the stockholders every holder of
Common Stock shall be entitled to one (1) vote in person or by proxy for each
share of Common Stock standing in his name on the transfer books of the
corporation and every holder  of Class B  Stock shall be  entitled to one  (1)
vote in person  or by proxy for  each share of Class  B Stock standing in  his
name on  the transfer  books of  the corporation, except  that each  holder of
Class B Stock shall be entitled to ten (10) votes per share on the election of
any directors at any stockholders' meeting  if more than 20% of the  shares of
Common  Stock outstanding on the record date for such meeting are beneficially
owned by, or  if more than 20% of  the total voting power attributable  to the
shares of the Common Stock outstanding on the record date for such meeting are
voted  either directly or by  proxy for a  person or persons  other than those
nominated by the Board of Directors by, a person or group of persons acting in
concert  (unless  such person  or  group is  also  the beneficial  owner  of a
majority of the shares of Class B Stock on such record date).

   (b)   The provisions  of this  Restated Certificate of  Incorporation shall
not be modified, revised, altered  or amended, repealed or rescinded in  whole
or  in part, without the affirmative vote of  the holders of a majority of the
shares of the Common Stock and of a voting majority of the shares of the Class
B stock each voting separately as a class.

   (c)   The corporation may not effect or consummate: 

      (1)    any merger or consolidation of the corporation with or into any
          other corporation;

      (2)   any sale, lease, exchange or other disposition of all or
         substantially all of the assets of the corporation to or with any    
            other person; or

      (3)   any dissolution of the corporation; 

unless and  until such transaction is authorized by the vote, if any, required
by  Article  Eighth  of this  Restated  Certificate  of  Incorporation and  by

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Delaware  law;  and  unless and  until  such transaction  is  authorized  by a
majority  of the  voting power of  the shares of  Common Stock and  of Class B
Stock entitled to vote, each  voting separately as a class, but  the foregoing
shall not apply to any merger or other transaction described  in the preceding
subparagraphs  (1)  and  (2)  if  the  other party  to  the  merger  or  other
transaction is a Subsidiary of the corporation.

   For purposes of this paragraph (c)  a "Subsidiary" is any corporation  more
than 50% of the voting securities of which are owned directly or indirectly by
the corporation; and a "person" is any individual, partnership, corporation or
entity.

   (d)   Following the initial issuance of shares of Class B Stock, the
corporation may  not effect the issuance  of any additional shares  of Class B
Stock (except in connection with stock  splits and stock dividends) unless and
until such issuance is  authorized by the holders of a majority  of the voting
power of  the shares of Common  Stock and of  Class B Stock entitled  to vote,
each voting separately as a class.

   (e)   Every reference in this Restated Certificate of Incorporation to a
majority or other proportion of  shares of stock shall refer to  such majority
or other proportion of the votes of such shares of stock.

   (f)   Except as may be otherwise required by law or by this Article Fourth,
the holders of Common Stock and Class B Stock shall vote together as a single
class,  subject to  any  voting rights  which  may be  granted  to holders  of
Preferred Stock.

   III.  Transfer.

   (a)    No person holding  shares of  Class B Stock  of record  (hereinafter
called  a  "Class B  Holder")  may  transfer, and  the  corporation  shall not
register  the transfer  of, such  shares of  Class B  Stock, whether  by sale,
assignment, gift,  bequest, appointment  or otherwise,  except to a  Permitted
Transferee. A Permitted  Transferee shall  mean, with respect  to each  person
from time to time shown as the record holder of shares of Class B Stock:

      (i)    In the case of a Class B Holder who is a natural person; 

      (A)   The spouse of such Class B Holder, any lineal descendant of a
grandparent of such Class B Holder, and any spouse of such lineal descendant
(which lineal descendants, their spouses, the Class B Holder, and his or her
spouse  are  herein  collectively referred  to  as  "Class  B Holder's  Family
Members");

      (B)   The trustee of a trust (including a voting trust) principally for
the benefit of such Class B Holder and/or one or more of his or her Permitted
Transferees described in each subclause of this clause (i) other than this
subclause (B),  provided that such trust  may also grant a  general or special
power of  appointment to one or  more of such Class B  Holder's Family Members
and  may permit  trust assets  to be  used to  pay taxes,  legacies and  other
obligations of the  trust or of  the estates of  one or more  of such Class  B
Holder's Family  Members payable  by reason  of the death  of any  such Family

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Members;

      (C)   Any organization contributions to which are deductible for federal
income, estate or gift tax purposes of any split-interest trust described in
Section  4947 of the  Internal Revenue Code,  as it may  from time to  time be
amended (hereinafter called a "Charitable Organization");

      (D)   A  corporation   a  majority   of  the  beneficial   ownership  of
outstanding capital stock of which entitled to vote for the election of
directors is owned by, or a partnership a majority of the beneficial ownership
of the partnership interests of which entitled to participate in the management
of the partnership are held by, the Class B Holder or  his  or her  Permitted
Transferees determined under this clause (i), provided that if by reason of any
change in  the ownership  of such  stock or  partnership interests,  such
corporation  or partnership would no longer qualify as a Permitted Transferee,
all  shares of  Class B  Stock then  held by  such corporation  or partnership
shall, upon  the election of the  corporation given by written  notice to such
corporation or partnership, without further act on anyone's part, be converted
into shares of  Common Stock  effective upon the  date of the  giving of  such
notice,  and stock certificates formerly  representing such shares  of Class B
Stock shall thereupon and thereafter be deemed to represent the like number of
shares of Common Stock; and

      (E)   The estate of such Class B Holder. 

      (ii)  In the case of a Class B Holder holding the shares of Class
Stock  in question  as trustee pursuant  to a  trust (other  than a Charitable
Organization  or   a  trust  described  in  clause  (iii)  below),  "Permitted
Transferee" means  (A) any person transferring Class B Stock to such trust and
(B) any Permitted  Transferee of  any such transferor  determined pursuant  to
clause (i) above.

      (iii) In the case of a Class B Holder holding the shares of Class B
Stock in  question as  trustee pursuant  to a trust  (other than  a Charitable
Organization)  which was irrevocable on  the record date  (hereinafter in this
Section III called the "Record Date") for determining the persons  to whom the
Class B Stock is first issued by the corporation, "Permitted Transferee" means
(A)  any person  to whom  or for  whose benefit  principal may  be distributed
either during or  at the end  of the term  of such trust  whether by power  of
appointment or otherwise and (B) any  Permitted Transferee of any such  person
determined pursuant to clause (i) above.

      (iv)  In the case of a Class B Holder which is a Charitable Organization
holding record and beneficial ownership of the shares of Class B Stock in
question, "Permitted Transferee" means any Class B Holder.

      (v)   In the case of a Class B Holder which is a corporation or
partnership (other than a Charitable Organization) acquiring record and
beneficial  ownership of  the shares  of Class  B Stock  in question  upon its
initial  issuance by  the corporation,  "Permitted  Transferee" means  (A) any
partner of such partnership, or stockholder of such corporation, on the Record
Date,  (B) any  person  transferring such  shares  of Class  B  Stock to  such

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corporation  or  partnership, and  (C) any  Permitted  Transferee of  any such
person, partner, or stockholder referred to  in subclauses (A) and (B) of this
clause (v), determined under clause (i) above.

      (vi)  In the case of a Class B Holder which is a corporation or
partnership  (other  than  a  Charitable  Organization  or  a  corporation  or
partnership  described  in clause  (v)  above) holding  record  and beneficial
ownership of the shares of Class  B Stock in question, "Permitted  Transferee"
means (A)  any  person transferring  such  shares of  Class  B Stock  to  such
corporation  or partnership  and  (B) any  Permitted  Transferee of  any  such
transferor determined under clause (i) above.

      (vii)  In the case of a Class B Holder which is the estate of a deceased
Class  B Holder, or  which is the  estate of  a bankrupt or  insolvent Class B
Holder, which holds record and  beneficial ownership of the shares of  Class B
Stock in question, "Permitted Transferee" means a Permitted Transferee of such
deceased,  bankrupt  or insolvent  Class B  Holder  as determined  pursuant to
clause (i), (ii), (iii), (iv), (v) or (vi) above, as the case may be.

   (b)   Notwithstanding anything  to the contrary set forth herein, any Class
B  Holder  may pledge  such Holder's  shares  of Class  B Stock  to  a pledgee
pursuant  to a  bona fide  pledge of  such shares  as collateral  security for
indebtedness due  to  the pledgee,  provided  that such  shares  shall not  be
transferred  to or  registered in  the name  of the  pledgee and  shall remain
subject to the provisions of this Section  III. In the event of foreclosure or
other similar action by the pledgee, such pledged shares of Class B  Stock may
only be transferred to a Permitted Transferee of the pledgor or converted into
shares of Common Stock, as the pledgee may elect.

   (c)   For purposes of this Section III: 

      (i)   The relationship of any person that is derived by or through legal
         adoption shall be considered a natural one.

      (ii)  Each joint owner of shares of Class B Stock shall be considered a
         "Class B Holder" of such shares.

      (iii) A minor for whom shares of Class B Stock are held pursuant to a 
          Uniform Gifts to Minors Act or similar law shall be considered a
            Class Holder of such shares.

      (iv)  Unless otherwise specified, the term "person" means both natural
         persons and legal entities.

      (v)   Without derogating from the election conferred upon the
         corporation pursuant to subclause (D) of clause (i) above, each   
         reference to a corporation shall include any successor corporation
         resulting from merger or consolidation; and each reference to a   
         partnership shall include any successor partnership resulting from
         the death or withdrawal of a partner.

   (d)   Any transfer of shares of Class B Stock not permitted hereunder shall
result in  the conversion  of the  transferee's shares of  Class B  Stock into

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shares  of Common Stock, effective the date on which certificates representing
such shares are presented for transfer on the books of the corporation. The
corporation  may, in connection with preparing a list of stockholders entitled
to  vote at any meeting of stockholders, or  as a condition to the transfer or
the registration  of  shares of  Class  B Stock  on the  corporation's  books,
require the furnishing of such affidavits or other proof as it deems necessary
to establish that  any person  is the beneficial  owner of shares  of Class  B
Stock or is a Permitted Transferee.

   (e)   At any time when the number of outstanding shares of Class B Stock as
reflected on the stock transfer books of the corporation falls below 12 1/2% of
the aggregate number of the issued and outstanding shares of the Common Stock,
Class B Stock and Series A Stock of the corporation, or the Board of Directors
and  the holders  of a  majority of  the outstanding  shares of Class  B Stock
approve the conversion of all  of the Class B  Stock into Common Stock,  then,
immediately upon the occurrence of either such event the outstanding shares of
Class B Stock shall be converted into  shares of Common Stock. In the event of
such a  conversion, certificates  formerly representing outstanding  shares of
Class  B Stock shall thereupon and thereafter  be deemed to represent the like
number of shares of Common Stock.

   (f)   Shares of Class B Stock shall be registered in the names of the
beneficial owners thereof and not in "street" or "nominee" name. For this
purpose, a  "beneficial owner" of  any shares  of Class B  Stock shall  mean a
person who, or an entity which, possesses the power, either singly or jointly,
to direct the voting or disposition of such shares. The corporation shall note
on the certificates for shares  of Class B Stock the restrictions  on transfer
and registration of transfer imposed by this Section III.

   IV. Conversion Rights.

   (a)   Subject to the terms and conditions of this Section IV, each share of
Class B Stock shall be convertible at any time or from time to time, at the
option  of the respective holder thereof, at  the office of any transfer agent
for Class B Stock, and at such other place or places, if any, as the Board of
Directors may designate, or, if the Board of Directors shall fail so to
designate,  at the  principal  office of  the  corporation (attention  of  the
Secretary of the corporation), into one (1) fully paid and nonassessable share
of Common Stock.  Upon conversion, the  corporation shall make  no payment  or
adjustment  on account  of dividends accrued  or in  arrears on  Class B Stock
surrendered for conversion or on account  of any dividends on the Common Stock
issuable  on such  conversion. Before  any holder  of Class  B Stock  shall be
entitled  to  convert the  same  into  Common Stock,  he  shall  surrender the
certificate  or certificates  for such  Class B  Stock at  the office  of said
transfer  agent (or  other  place as  provided  above), which  certificate  or
certificates, if the corporation shall  so request, shall be duly  endorsed to
the  corporation or in blank or accompanied  by proper instruments of transfer
to the corporation  or in blank (such endorsements or  instruments of transfer
to be in form satisfactory to the corporation), and shall  give written notice
to the corporation at  said office that he elects  so to convert said  Class B
Stock  in accordance  with the  terms of  this Section  IV, andshall  state in
writing therein  the name  or  names in  which he  wishes  the certificate  or
certificates for Common  Stock to be issued. Every such  notice of election to

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convert shall constitute a contract between the holder of such Class
B Stock and the corporation, whereby the holder of such Class B Stock shall be
deemed  to subscribe for the amount of Common Stock which he shall be entitled
to receive upon such conversion, and, in satisfaction of such subscription, to
deposit the Class B Stock to be converted and to release  the corporation from
all liability thereunder, and thereby the corporation shall be deemed to agree
that  the  surrender  of the  certificate  or  certificates  therefor and  the
extinguishment  of liability  thereon shall  constitute full  payment of  such
subscription  for  Common  Stock  to  be  issued  upon  such  conversion.  The
corporation will as soon as practicable after such deposit of a certificate or
certificates for  Class B Stock,  accompanied by  the written  notice and  the
statement above prescribed,  issue and deliver at the  office of said transfer
agent (or other place as provided above) to the person for whose  account such
Class B Stock was so surrendered, or to his nominee or nominees, a certificate
or  certificates for the  number of  full shares of  Common Stock to  which he
shall be entitled as aforesaid. Subject to the provisions of subsection (c) of
this Section IV, such  conversion shall be deemed to have been  made as of the
date of such surrender of the Class B Stock to be converted; and the person or
persons entitled to  receive the Common Stock issuable upon conversion of such
Class  B  Stock shall  be treated  for all  purposes as  the record  holder or
holders of such Common Stock on such date.

   (b)   The  issuance  of  certificates  for  shares  of  Common  Stock  upon
conversion of shares of  Class B Stock  shall be made  without charge for  any
stamp or other similar  tax in respect of such issuance.  However, if any such
certificate  is to be issued  in a name  other than that of  the holder of the
share or shares of Class  B Stock converted, the person or  persons requesting
the issuance thereof shall pay to the corporation the  amount of any tax which
may be payable in  respect of any transfer involved in such  issuance or shall
establish to the satisfaction of the corporation that such tax has been paid.

   (c)   The corporation shall not  be required to convert Class B  Stock, and
no surrender of Class B  Stock shall be effective for that  purpose, while the
stock transfer  books of the corporation  are closed for any  purpose; but the
surrender of Class  B Stock for conversion during any  period while such books
are  so  closed shall  become effective  for  conversion immediately  upon the
reopening of such books, as if the  conversion had been made on the date  such
Class B Stock was surrendered.

   (d)   The corporation covenants that it will at all times reserve and keep
available, solely for the purpose of issue upon conversion of the outstanding
shares of Class B Stock, such number of shares of Common Stock as shall be
issuable upon the conversion of all such outstanding shares, provided that
nothing contained herein shall be construed to preclude the corporation from
satisfying its obligations  in respect  of the conversion  of the  outstanding
shares  of Class B Stock by delivery of  shares of Common Stock which are held
in the  treasury of  the corporation.  The corporation  covenants that if  any
shares of  Common Stock, required  to be  reserved for purposes  of conversion
hereunder, require registration with or approval of any governmental authority
under  any federal  or state  law before  such shares of  Common Stock  may be
issued upon  conversion, the corporation  will use its  best efforts to  cause
such  shares to  be duly  registered  or approved,  as the  case  may be.  The
corporation will  endeavor to list the  shares of Common Stock  required to be

                                        - 8 - 





delivered upon conversion prior to such delivery upon each national securities
exchange, if  any, upon which  the outstanding Common  Stock is listed  at the
time of such  delivery. The  corporation covenants that  all shares of  Common
Stock which shall  be issued upon conversion  of the shares of  Class B Stock,
will, upon  issue, be  fully paid  and nonassessable and  not entitled  to any
preemptive rights. 

   V. Liquidation Rights.  In the event of any dissolution, liquidation or
winding  up  of  the   affairs  of  the  corporation,  whether   voluntary  or
involuntary, after payment  or provision for  payment of  the debts and  other
liabilities of the corporation, the holders of each series  of Preferred Stock
shall be  entitled to receive,  out of the net  assets of the  corporation, an
amount for each share equal to the amount fixed and determined by the Board of
Directors  in any resolution or resolutions providing  for the issuance of any
particular series  of Preferred Stock, plus  an amount equal to  all dividends
accrued  and  unpaid  on  shares  of  such  series  to  the   date  fixed  for
distribution, and no  more, before any of the assets  of the corporation shall
be  distributed or paid over to the holders  of Common Stock. After payment in
full  of said amounts to  the holders of  Preferred Stock of  all series other
than the corporation's Series A Cumulative Convertible stock,
$1.00 par value (hereinafter the  "Series A Stock"), and after payment  of the
full amount provided for the  holders of Series A Stock in accordance with the
first sentence of Section  B.3. of this  Article Fourth, the remaining  assets
and funds  of the corporation shall  be divided among and paid  ratably to the
holders  of Common Stock (including those persons  who shall become holders of
Common Stock  by reason  of converting their  shares of  Class B  Stock) in  a
manner  not inconsistent with  the provisions of Section  B.3. of this Article
Fourth  regarding the rights  of the  holders of  Series A  Stock in  any such
liquidation, dissolution or winding up. If, upon such dissolution, liquidation
or winding up,  the assets of the corporation distributable as aforesaid among
the  holders of Preferred Stock of all  series shall be insufficient to permit
full payment to  them of said preferential amounts, then  such assets shall be
distributed  among  such  holders, first  in  the  order  of their  respective
preferences,  and second,  as to such  holders who  are next  entitled to such
assets and who rank equally with  regard to such assets, ratably in proportion
to  the respective total  amounts which they  shall be entitled  to receive as
provided in this Section V. A merger or consolidation of  the corporation with
or into any other  corporation or a sale or  conveyance of all or any  part of
the  assets  of  the  corporation  (which shall  not  in  fact  result  in the
liquidation of the corporation and the distribution of assets to stockholders)
shall  not  be  deemed  to  be  a  voluntary  or  involuntary  liquidation  or
dissolution  or winding  up  of the  corporation within  the  meaning of  this
Section V.

B. Preferred Stock.

   The Board of Directors is hereby authorized from time to time to provide by
resolution for the issuance of shares of Preferred Stock in one or more series
not exceeding the aggregate number of shares of Preferred Stock authorized by
this Restated Certificate of Incorporation, as amended from time to  time; and
to determine with respect to each such series the voting powers, if any (which
voting  powers if granted may  be full or  limited), designations, preferences
and  relative,  participating,  optional  or  other  special  rights  and  the

                                        - 9 - 





qualifications,  limitations or  restrictions appertaining  thereto, including
without  limiting  the  generality   of  the  foregoing,  the  voting   rights
appertaining to shares of Preferred Stock of any series (which may be one vote
per  share or  a fraction of  a vote  per share,  and which may  be applicable
generally or  only  upon the  happening and  continuance of  stated events  or
conditions), the rate of dividend  to which holders of Preferred Stock  of any
series  may be entitled (which may be cumulative or noncumulative), the rights
of  holders of  Preferred Stock  of any  series in  the event  of liquidation,
dissolution or  winding up of the  affairs of the corporation,  and the rights
(if  any) of holders of Preferred  Stock of any series  to convert or exchange
such shares of Preferred Stock of such series for shares of any other class of
capital stock  (including the determination of the price or prices or the rate
or  rates applicable to such rights to  convert or exchange and the adjustment
thereof, the time or times during which the right to convert or exchange shall
be applicable and the time  or times during which  a particular price or  rate
shall be applicable).

   Before the corporation shall issue any shares of Preferred Stock of any
series, a certificate setting forth a copy of the resolution or resolutions of
the Board of Directors,  fixing the voting powers, designations,  preferences,
the relative, participating, optional or other rights, if any, and the
qualifications,  limitations and  restrictions,  if any,  appertaining to  the
shares  of  Preferred Stock  of  such  series, and  the  number  of shares  of
Preferred Stock  of such series  authorized by  the Board of  Directors to  be
issued shall be made under seal of the corporation and signed by the president
or  vice president  and by  the  secretary or  an assistant  secretary of  the
corporation and acknowledged by  such president or vice president  as provided
by the laws  of the State of  Delaware and shall be  filed and a copy  thereof
recorded in the manner prescribed by the laws of the State of Delaware.

   The powers, preferences and the relative, participating, optional and other
rights, and the qualifications, limitations and restrictions thereof of the
series of Preferred Stock of the corporation designated Series A Stock are as
follows:

   1. Designation and Number of Shares.  The distinctive serial designation of
the series  shall be Series A  Cumulative Convertible Stock, $1.00  par value.
The number of shares of Series A  Stock which the corporation is authorized to
issue is initially  established at 10,000,000,  which number of shares  may be
increased  (if,  and  to   the  extent  that,  the  Restated   Certificate  of
Incorporation  shall be further amended  to increase the  authorized number of
shares of Preferred Stock) or decreased (but not below the number of shares of
Series A Stock then  outstanding) from time to time by  the Board of Directors
of the corporation.  

   2. Dividends.

   (a)   Subject to full dividends accrued on the outstanding shares of any
Preferred Stock ranking senior to the Series A Stock in respect of the payment
of dividends for all past dividend periods and for the then current dividend
period having been paid or declared and set apart for payment, holders of the
Series A Stock shall be entitled to  receive, but only when and as declared by
the Board of Directors out of  funds legally available for the declaration and

                                       - 10 -





payment of dividends, cumulative dividends as fixed by the provisions of  this
paragraph, and  no more,  payable in  cash quarterly on  October 29,  1982 and
thereafter on the last  day of January, April, July and October  in each year,
to holders  of record of the Series  A Stock on the  respective dates fixed in
advance for this  purpose by the  Board of Directors  prior to the payment  of
each such dividend.  The quarterly dividend to be paid on each share of Series
A Stock shall be  the sum of (x)  $.03 (adjusted, if necessary,  in accordance
with  Section 2(f) and (y)  the product of  (i) the amount of  the dividend or
dividends (including special dividends, if  any) paid or to be paid in cash on
each share of Common Stock during the  quarter ending on the date on which the
Series A Stock  dividend is payable, and (ii) the  conversion rate (as defined
in Section 4 below). 

   (b)   Such  dividends  shall accrue  and be  cumulative  as follows:  as to
shares issued  prior to the record  date for the first  dividend payment, from
the date  of  issuance; as  to  shares  issued during  the  period  commencing
immediately after the record date for  a dividend and terminating at the close
of business  on the payment date for such dividend, from such dividend payment
date; and otherwise, from the quarterly  payment date next preceding the  date
of issue of such shares.

   (c)   Accumulations  of dividends  accrued on  any shares  of the  Series A
Stock shall not bear interest.

   (d)   No dividend (other than a dividend in Common Stock, in  Class B Stock
or in any other class of stock of the corporation ranking junior to the Series
A Stock  in respect of the payment of dividends)  shall be declared or paid or
set aside  for payment, nor shall  any other distribution be  declared or made
upon the Common Stock, upon the Class B Stock or upon any other  stock ranking
junior to the Series A Stock in respect of the payment of dividends, nor shall
any Common Stock, Class B Stock or any other class of stock of the corporation
ranking junior to the Series A Stock in respect of the payment of dividends be
redeemed, purchased  or  otherwise  acquired  for  any  consideration  by  the
corporation or  by  any corporation  more  than fifty  percent  of the  voting
securities of which  are owned,  directly or indirectly,  by the  corporation,
while any  of the Series  A Stock  is outstanding, unless,  in each case,  all
dividends accrued on all outstanding shares of the Series A Stock for all past
dividend periods shall have been paid or declared and set apart for payment.

   (e)   As used in this certificate, accrued dividends shall mean the sum of
amounts in respect of shares of  Series A Stock then outstanding which,  as to
each  share, shall be an amount computed from the date from which dividends on
such  share  become  cumulative  to  the  date with  reference  to  which  the
expression is  used, irrespective of  whether such amount or  any part thereof
shall have  been declared as dividends  or there shall have  existed any funds
legally available for the  declaration or payment thereof, less  the aggregate
of all dividends paid on such share.

   (f)   If the corporation shall declare a dividend on its Common Stock in
shares of  its Common Stock, the Board of Directors may in its discretion, and
in lieu  of any  adjustment in the  conversion rate (as  defined in  Section 4
below), declare  a dividend on the  Series A Stock  in shares of its  Series A
Stock and  provide for  the issuance  of said shares  in accordance  with this

                                       - 11 -





Article Fourth such that the number of shares of Series A Stock distributed on
each share of Series A Stock then outstanding shall equal the number of shares
of Common Stock distributed on each share of Common Stock then outstanding. In
the event a  dividend payable in Series  A Stock is declared  pursuant to this
paragraph  (f), the amount of $.03 set forth in clause (x) of Section 2(a), or
such other amount as shall have resulted from any previous adjustments made in
accordance  with this  paragraph (f),  shall be  adjusted by  multiplying such
amount by a  fraction the numerator of which shall be  the number of shares of
Series  A  Stock outstanding  on the  record date  for  such dividend  and the
denominator of  which shall be  the sum  of the number  of shares of  Series A
Stock  outstanding on  the record  date for  such dividend  and the  number of
shares of Series A Stock  payable thereon pursuant to the declaration  of such
dividend.  In such event, the  amount of $20 set forth  in the first and third
sentences  of Section 3, or such other  amount as shall have resulted from any
previous  adjustments made  in accordance  with this  paragraph (f),  shall be
adjusted  by multiplying such  amount by the same  fraction used in accordance
with the immediately preceding sentence. 

   3. Liquidation Rights.

   In  the  event  of any  liquidation,  dissolution  or  winding up  (whether
voluntary or  involuntary) of the  corporation, holders of the  Series A Stock
shall be entitled  to be paid in cash  from the net assets of  the corporation
available  for distribution  (after the  prior claims  of  the holders  of any
Preferred  Stock  ranking  senior to  the  Series  A  Stock  shall  have  been
satisfied) the  sum of $20  per share  (adjusted, if necessary,  in accordance
with Section 2(f)) plus  dividends accrued on each share to the date fixed for
payment  thereof, before  any amount shall  be paid  to holders  of the Common
Stock. If  the net assets  of the corporation  available for distribution  are
insufficient to allow  payment in full to be made to the holders of the Series
A Stock as provided in the immediately foregoing sentence, the  holders of the
Series A Stock shall be paid,  ratably, in proportion to the full distributive
amounts to  which they are  respectively entitled.  If the net  assets of  the
corporation available for distribution are sufficient to allow payment in full
to be made  to the  holders of the  Series A  Stock as provided  in the  first
sentence of this Section 3, the holders of the Common  Stock shall be entitled
to be paid in cash out of the net assets, if any, remaining for distribution a
sum  per share  equal to  the amount  obtained by  dividing $20  (adjusted, if
necessary, in accordance with Section 2(f)) by the conversion rate (as defined
in Section 4,  below), or, if  such remaining net  assets are insufficient  to
allow payment of such amount per share, then that  amount per share derived by
dividing the total amount of such remaining net assets by the number of shares
of  Common Stock  then outstanding.  After giving  effect to  the distributive
amounts payable to  holders of the Series A  Stock and of the Common  Stock as
aforesaid, all  such holders shall  be entitled  to share ratably  in the  net
assets, if any, remaining for  distribution, each share of Common  Stock being
valued  as one share,  and each share  of Series A  Stock being valued  as the
number of shares equal to the product of one share and the conversion rate (as
defined in  Section  4, below),  for  this purpose.  Neither the  purchase  or
redemption by the corporation of stock of any class, in any manner
permitted by law, nor the  consolidation or merger of the corporation  with or
into any other corporation or corporations, nor the sale or transfer by the
corporation of all or any part of its properties or assets, shall be deemed to

                                       - 12 -





be  a  liquidation,  dissolution or  winding  up of  the  corporation  for the
purposes of this Section 3. No holder  of Series A Stock shall be entitled  to
receive  any amounts with respect thereto upon any liquidation, dissolution or
winding  up of  the corporation other  than the  amounts provided  for in this
Section 3.

4. Conversion Rights.

   (a)   Conversion Rate and Procedures. 

      (i)   Subject to the terms and conditions of this Section 4, the shares
of Series A Stock  shall be convertible at any  time or from time to  time, at
the option  of the respective holders  thereof, at the office  of any transfer
agent for Series A  Stock, and at such other  place or places, if any,  as the
Board of Directors may designate, or, if the Board  of Directors shall fail so
to  designate, at the  principal office of  the corporation  (attention of the
Secretary  of  the corporation),  into  fully  paid and  nonassessable  shares
(calculated as to each conversion to the nearest 1/100th of a share) of Common
Stock at the rate of one share of Common Stock for each one share of Series  A
Stock  surrendered  for conversion,  subject  to  the adjustments  hereinafter
specified.  The term "conversion  rate" as used  herein shall mean,  as of any
time,  the number of shares  or fraction of shares  of Common Stock into which
one full  share of Series  A Stock  shall be  entitled to  be converted.  Upon
conversion, the  corporation shall make no payment or adjustment on account of
dividends  accrued or in arrears on Series  A Stock surrendered for conversion
or  on  account  of  any  dividends  on the  Common  Stock  issuable  on  such
conversion. Before any holder of Series A Stock shall be
entitled to convert the same into Common Stock, he shall surrender the
certificate or certificates for such Series A Stock at the office of said
transfer agent (or other place as provided above), which certificate or
certificates, if the  corporation shall so request, shall be  duly endorsed to
the corporation or in  blank or accompanied by proper instruments  of transfer
to  the corporation or in blank  (such endorsements or instruments of transfer
to be in form satisfactory to the corporation), and shall  give written notice
to the corporation at said office  that he elects so to convert said  Series A
Stock in  accordance with the  terms of  this Section  4, and  shall state  in
writing therein  the name  or  names in  which he  wishes  the certificate  or
certificates for Common  Stock to be issued. Every such  notice of election to
convert shall  constitute a contract between the holder of such Series A Stock
and the corporation, whereby the holder of such Series A Stock shall be deemed
to  subscribe for the  amount of  Common Stock which  he shall be  entitled to
receive  upon such conversion, and,  in satisfaction of  such subscription, to
deposit the Series A Stock to be converted and to release the corporation from
all liability thereunder, and thereby the corporation shall be deemed to agree
that  the  surrender  of the  certificate  or  certificates  therefor and  the
extinguishment  of liability  thereon, shall constitute  full payment  of such
subscription  for  Common  Stock  to  be  issued  upon  such  conversion.  The
corporation will as soon as practicable after such deposit of a certificate or
certificates  for Series A  Stock, accompanied by  the written  notice and the
statement above  prescribed, issue and deliver at  the office of said transfer
agent (or other place as provided above)  to the person for whose account such
Series  A  Stock  was  so  surrendered,  or  to  his  nominee  or nominees,  a
certificate or certificates for the number of full shares of Common Stock to

                                       - 13 -





which  he  shall  be  entitled  as  aforesaid,  and  if  the  certificate   or
certificates surrendered evidence a  greater number of shares than  the number
of shares to be converted,  one or more certificates evidencing the  shares of
Series A Stock not to be converted, and together with a cash adjustment of any
fraction of a share as hereinafter stated, if  not evenly convertible. Subject
to  the provisions  of paragraph (ii)  of this  Section 4(a),  such conversion
shall be deemed  to have been  made as of  the date of  such surrender of  the
Series A Stock to be converted; and the person or persons entitled to  receive
the Common  Stock issuable upon  conversion of  such Series A  Stock shall  be
treated for all purposes as the record holder or holders  of such Common Stock
on such date.

      (ii)  The corporation shall not be required to convert Series A Stock,
and no surrender of  Series A Stock shall be effective for that purpose, while
the stock  transfer books of the  corporation are closed for  any purpose; but
the surrender  of Series A Stock  for conversion during any  period while such
books are  so closed shall,  subject to the  provisions of paragraph  (iii) of
this  subsection 4(a), become  effective for  conversion immediately  upon the
reopening of such books, as  if the conversion had been made on  the date such
Series A Stock was  surrendered, and at the  conversion rate in effect  at the
date of such surrender.

      (iii) The right of each holder of Series A Stock to convert shall be
limited as follows:

      (A)   For purposes of this paragraph (iii), the term "Conversion Year"
shall  mean each  twelve-month  period commencing  March  1 (except  that  the
initial period commencing October 29, 1982 and ending February 28,  1983 shall
also be deemed  to be a "Conversion Year"), the  term "Proration Period" shall
mean the first fifteen days  of the Conversion Year, and the  term "Conversion
Limit" shall be a number equal to ten percent of the total number of shares of
Series A  Stock which  shall have  been issued  by the corporation  as of  the
beginning of  the relevant Conversion  Year. The total number  of shares which
shall  have been  issued  by  the  corporation  as of  the  beginning  of  any
Conversion Year, for  purposes of  calculating the Conversion  Limit for  such
Conversion Year in accordance with  the immediately preceding sentence,  shall
mean  the  aggregate  number  of  shares  of  Series  A  Stock  issued by  the
corporation,  without  reduction  for  shares reacquired  by  the  corporation
through  conversion, purchase or otherwise (whether or not any such reacquired
shares shall have been  cancelled); provided, however, that  reacquired shares
which  are reissued  by the  corporation shall  not again  be counted  for the
purpose of  determining the total number  of shares issued by  the corporation
hereunder.

      (B)   Shares of Series A Stock surrendered for conversion during any
Proration Period shall not be converted during such Proration Period, but,
subject to the following limitation, shall be converted promptly after the
expiration of such  Proration Period.  If, during such  Proration Period,  the
number of shares of Series A Stock surrendered for conversion shall exceed the
Conversion Limit, conversions  shall be made on a pro  rata basis, each holder
having  surrendered shares being deemed to have surrendered that percentage of
such shares which is  equal to the ratio of the Conversion  Limit to the total
number of shares of Series A  Stock actually surrendered for conversion during

                                       - 14 -





such Proration Period.

      (C)   During the period of a Conversion Year following the Proration
Period of such Conversion Year, shares of Series A Stock surrendered for
conversion shall not be converted if, prior to the date of such surrender (but
during such Conversion Year), a number of shares of Series A Stock equal to or
greater than the Conversion Limit has been surrendered for conversion.

      (D)   If, on any day during the period of a Conversion Year following
the Proration Period of such Conversion Year, the number of shares of Series A
Stock  surrendered, when  taken  together  with  the  number  of  such  shares
previously surrendered for conversion during such Conversion Year, exceeds the
Conversion Limit (the Conversion Limit  as to such Conversion Year  not having
been exceeded prior  to such  day), then each  holder having surrendered  such
shares  for conversion on  such day shall  be deemed to  have surrendered that
percentage  of such shares so  surrendered which is equal to  the ratio of (x)
the  difference between  the Conversion Limit  and the  number of  such shares
surrendered  for conversion during such Conversion Year but prior to such day,
to (y) the number of such shares surrendered for conversion on such day.

      (E)   If the implementation of the proration provisions of this
paragraph (iii) should result in any fractional shares of Series A Stock, such
fractional shares shall  be ignored for the purpose  of conversion pursuant to
this  Section  4, and,  although fewer  shares than  the  number equal  to the
Conversion Limit may as a result of ignoring such fractional  shares have been
converted during any Conversion Year, no further conversions of Series A Stock
shall be effected until the following Conversion Year.

      (F)   All shares of Series A Stock surrendered for conversion and not
converted by reason of the limitations  imposed by this paragraph (iii)  shall
be returned to the holder together with the Common Stock, if any, issued upon
conversion of the Series A Stock surrendered with such unconverted shares.

      (G)   Notwithstanding the foregoing provisions of this paragraph (iii),
no  limitations  on the  number  of  shares of  Series  A Stock  which  may be
converted shall apply if the Board of Directors shall approve a transaction in
which the corporation is to  be consolidated or merged with or into  any other
corporation or  corporations, and one of  the other corporations is  to be the
surviving  entity (or, if  the corporation is  to be the  surviving entity, at
least a  majority of  the shares  of Common  Stock of  the  corporation to  be
outstanding  immediately following such transaction shall  as a result thereof
be owned by one person or by a  group of persons acting in concert), or all or
substantially all  of the properties and  assets of the corporation  are to be
sold or  transferred, or if  the Board of  Directors shall recommend  a tender
offer  for at  least a  majority of  the  Common Stock  as being  in the  best
interests of the  holders of the  Common Stock, or if  the Board of  Directors
shall direct that notice be given to all holders of shares of Common Stock and
Preferred Stock of the corporation that the Conversion Limit applicable to the
Series A Stock is suspended until a specified date or eliminated altogether.

   (b)   Adjustments.

      (i)   In case the corporation shall (A) declare a dividend on its Common

                                       - 15 -





Stock in shares of  its capital stock except in  any case where a  dividend on
its Series A Stock also shall have been declared pursuant to Section 2(f), (B)
subdivide  outstanding shares  of its  Common Stock,  (C) combine  outstanding
shares of its Common Stock into a smaller number of shares, or (D) issue by
reclassification of its shares of Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
corporation is the continuing  corporation) any shares of capital  stock, then
the conversion rate in effect at the time of the record date for such dividend
or  of the effective date of such subdivision, combination or reclassification
shall be proportionately  adjusted so that  the holder of  any Series A  Stock
surrendered for  conversion after such  time shall be entitled  to receive the
number and kind of shares  which he would have owned or have  been entitled to
receive had such Series A Stock been converted immediately prior to such time.
Such adjustment shall  be made  successively whenever any  event listed  above
shall occur.

      (ii)  In case the corporation shall fix a record date for the issuance
of rights, warrants or options to all holders of its Common Stock and/or Class
B Stock entitling  them to subscribe  for or purchase  shares of Common  Stock
and/or Class  B Stock at a price per share  less than the current market price
per share of  Common Stock (as defined in paragraph (v)  below) on such record
date,  the conversion  rate  after such  record  date shall  be determined  by
multiplying the conversion  rate in  effect immediately prior  to such  record
date by a  fraction, of which the  numerator shall be the number  of shares of
Common Stock and Class B Stock outstanding on such record date plus the number
of additional shares  of Common Stock and/or Class  B Stock to be  offered for
subscription or  purchase, and of which the denominator shall be the number of
shares of Common Stock and Class B Stock outstanding  on such record date plus
the  number of shares of Common Stock and/or Class B Stock which the aggregate
offering price of the  total number of shares so to  be offered would purchase
at  such  current market  price. Such  adjustment  shall be  made successively
whenever such a  record date is fixed. In the event that such rights, warrants
or options are not so  issued, the conversion rate shall again  be adjusted to
be the  conversion rate which would then be in  effect if such record date had
not been  fixed. To the  extent that such  rights, warrants or  options expire
unexercised,  the conversion rate shall  be readjusted to  the conversion rate
which would then be in effect had  the adjustments made as of the record  date
for the issuance of such rights, warrants  or options been made upon the basis
of the  issuance of rights, warrants  or options to subscribe  for or purchase
only the number  of shares of Common  Stock and/or Class  B Stock as to  which
such rights,  warrants or options were  actually exercised. In the  case of an
issuance  by the corporation to all holders of its Common Stock and/or Class B
Stock  of  rights, warrants  or  options entitling  them to  subscribe  for or
purchase  securities convertible into, exchangeable for or carrying a right to
purchase  shares  of  Common  Stock   and/or  Class  B  Stock   (collectively,
"Convertible Securities"), for purposes of this paragraph (ii), such  issuance
shall  be deemed  to be  an issuance of  rights, warrants  or options  to such
holders entitling them to subscribe for  or purchase Common Stock and/or Class
B  Stock at an aggregate offering price  equal to the aggregate offering price
of  the  Convertible Securities  plus the  minimum  aggregate amount  (if any)
payable  upon conversion of such shares or securities into Common Stock and/or
Class B Stock.


                                       - 16 -





      (iii) In case the corporation shall fix a record date for the making of
a  distribution to  all  holders of  its  Common Stock  and/or  Class B  Stock
(including  any such distribution made  in connection with  a consolidation or
merger in which the corporation is the continuing corporation) of evidences of
its  indebtedness or assets (excluding dividends paid in, or distributions of,
cash to  the extent  permitted  by law)  or subscription  rights, warrants  or
options  (excluding those referred to in paragraph (ii) above), the conversion
rate after such  record date shall be determined by multiplying the conversion
rate in  effect immediately prior to such record  date by a fraction, of which
the numerator shall be the current market price per share  of Common Stock (as
defined  in  paragraph (v)  below)  on  such record  date,  and  of which  the
denominator shall be such current market price per share of Common Stock, less
the  fair  market  value  (as determined  by  the  Board  of Directors,  whose
determination shall be  conclusive in the absence of fraud)  of the portion of
the  assets or  evidences of  indebtedness so  to be  distributed, or  of such
subscription  rights, warrants or options  applicable, to one  share of Common
Stock. Such adjustment shall be made successively whenever such a  record date
is  fixed;  and in  the  event that  such  distribution is  not  so  made, the
conversion rate shall again be adjusted to be the conversion  rate which would
then be in effect if such record date had not been fixed.

      (iv)  In case of any reclassification or change of outstanding Common
Stock and/or Class B Stock, or in  case of any consolidation or merger of  the
corporation with or into another corporation, or in case of any sale or
conveyance to another corporation or entity (other than by mortgage or pledge)
of all or  substantially all of the properties and  assets of the corporation,
the  corporation (or its  successor in  such consolidation  or merger,  or the
purchaser of such properties  and assets) shall make appropriate  provision so
that  the holder of each  share of Series A Stock  then outstanding shall have
the right thereafter to convert such share  into the kind and amount of shares
of   stock   and  other   securities   and  property   receivable   upon  such
reclassification,  change, consolidation,  merger,  sale or  conveyance, by  a
holder  of the number of shares of Common Stock into which such Series A Stock
might have been  converted immediately prior to such reclassification, change,
consolidation,  merger, sale or conveyance, and shall have no other conversion
rights  under these provisions;  provided, that  effective provision  shall be
made, in  the Articles  or Certificate  of Incorporation  of the  resulting or
surviving  corporation or otherwise, so  that the provisions  set forth herein
for the protection of the conversion rights of Series A Stock shall thereafter
be applicable,  as nearly as reasonably  may be, to  any such other  shares of
stock and other  securities and  property deliverable upon  conversion of  the
Series A Stock remaining  outstanding or other convertible preferred  stock or
other  securities received by the holders of  Series A Stock in place thereof;
and  provided, further, that any such resulting or surviving corporation shall
expressly  assume  the  obligation  to  deliver,  upon  the  exercise  of  the
conversion  privilege, such shares, securities  or property as  the holders of
the Series A Stock remaining outstanding, or other convertible preferred stock
received  by the  holders  in  place thereof,  shall  be  entitled to  receive
pursuant to the provisions hereof,  and to make provisions for the  protection
of  the conversion  right as above  provided. In  case securities  or property
other  than Common Stock shall  be issuable or  deliverable upon conversion as
aforesaid, then all reference in this paragraph (iv) shall be deemed to apply,
so far as  appropriate and as  nearly as may be,  to such other  securities or

                                       - 17 -





property.  The subdivision or  combination of the  number of shares  of Common
Stock  at any time  outstanding into a  greater or lesser number  of shares of
Common Stock (whether with  or without par value) shall not be  deemed to be a
reclassification of  the Common Stock of  the corporation for the  purposes of
this paragraph (iv).

      (v)   For the purpose of any computation under paragraphs (ii) and (iii)
of this subsection 4(b), the current market price per share of Common Stock on
any record date  shall be deemed to be the average of the daily closing prices
for the  thirty consecutive business days commencing  forty-five business days
before such date. The closing price for each day shall be  the last sale price
(regular way) or, in case no such sale takes place on such day, the average of
the  closing  bid and  asked  prices  (regular way),  in  either  case on  the
composite  tape, or, if the Common Stock  is not quoted on the composite tape,
on  the  principal United  States  securities  exchange  registered under  the
Securities  Exchange  Act of  1934  on which  the  Common Stock  is  listed or
admitted to trading, or if it is not listed or admitted to trading on any such
securities  exchange, the  average  of the  closing  bid and  asked  prices as
furnished by any  member of  the National Association  of Securities  Dealers,
Inc. selected from time to time by the corporation for that purpose.

      (vi)  No adjustment in the conversion rate shall be required unless such
adjustment  (plus  any  adjustments not  previously  made  by  reason of  this
paragraph (vi),  would require an increase or decrease of at least one percent
in such rate; provided, however, that any adjustments which by  reason of this
paragraph (vi) are not required to be made shall be carried forward  and taken
into account in any subsequent adjustment. All calculations under this Section
4 shall be made  to the nearest cent or to the nearest  1/100th of a share, as
the case may be.

      (vii) Upon occurrence of any of the events described in paragraphs (i)
through (iv) above, the corporation shall promptly (A) file with the transfer
agent  or agents for the Series A Stock a statement signed by the President or
one  of  the Vice  Presidents  of  the corporation  and  by  its Treasurer  or
Assistant  Treasurer, disclosing the nature of such event, the conversion rate
in  effect immediately thereafter  and the kind  and amount of  stock or other
securities or  property into which Series  A Stock shall be  convertible after
such event, and (B) cause a notice containing a summary of the information set
forth in said  statement to be  mailed to the  holders of  record of Series  A
Stock. Where appropriate, such notice may be given in advance  and included as
a part of a notice  required to be mailed  under the provisions of  subsection
4(c) hereof.

      (viii) In any case in which this subsection 4(b) shall require that an
adjustment  shall  become effective  immediately after  a  record date  for an
event, the  corporation may  defer  until the  occurrence  of such  event  (A)
issuing to the  holder of Series A Stock converted after  such record date and
before the  occurrence of  such event  the additional  shares of  Common Stock
issuable  upon such conversion  by reason of  the adjustment  required by such
event over and  above the shares  issuable upon such conversion  before giving
effect to such adjustment and (B) paying  to such holder an amount in cash  in
lieu  of  a fractional  share pursuant  to  subsection 4(f)  hereof; provided,
however, the  corporation shall  deliver to  such holder a  due bill  or other

                                       - 18 -





appropriate  instrument  evidencing  such   holder's  right  to  receive  such
additional  shares of  Common Stock (or  other securities or  property, as the
case may be), and  such cash, upon the occurrence of the  event requiring such
adjustment.

      (ix)  Except as otherwise expressly provided in this subsection 4(b), no
adjustment in the conversion rate shall be made by reason of the issuance or
sale, in exchange for cash, property or services, of shares of Common Stock
and/or Class B Stock, or any securities convertible into or exchangeable for
shares of Common Stock and/or Class B Stock, or securities  carrying the right
to purchase any of the foregoing.

      (x)   Any determination as to fair market value or as to whether an
adjustment in the conversion rate in effect hereunder is required pursuant to
paragraphs (i) through (iv) of  this subsection 4(b), or  as to the amount  of
any such adjustment, if required, shall be binding upon the  holders of Series
A Stock and the corporation if made in good faith by the Board of Directors.

      (xi)  In the event that at any time, as a result of an adjustment made
pursuant  to paragraph  (i) or  paragraph (iv)  of this  subsection 4(b),  the
holder of any shares  of Series A Stock thereafter surrendered  for conversion
shall  become  entitled  to  receive  any  shares  of  capital  stock  of  the
corporation other than  shares of Common Stock, thereafter  the number of such
other  shares so receivable  upon conversion of  any shares of  Series A Stock
shall be subject to adjustment  from time to time in a manner and  on terms as
nearly equivalent as practicable to the  provisions with respect to the Common
Stock  contained in paragraphs  (i) through (x)  above, and  the provisions of
subsections  (a) and (c)  through (h)  of this Section  4 with respect  to the
Common Stock shall apply on like terms to any such other shares.

   (c)   Advance Notice of Certain Events.

      In case at any time: 

      (i)   the corporation shall authorize the issuance to all holders of its
Common  Stock of  rights, warrants  or options  to subscribe  for  or purchase
shares of  its Common Stock or  of any other subscription  rights, warrants or
options; or

      (ii)  the corporation shall authorize the distribution to all holders of
its  Common Stock  of evidences  of  its indebtedness  or  assets (other  than
dividends paid  in, or distributions of, cash to the extent permitted by law);
or

      (iii) there is any consolidation or merger to which the corporation is a
party  and for  which  approval  of any  shareholders  of the  corporation  is
required,  or a  conveyance or  transfer of  all or  substantially all  of the
properties and assets  of the corporation, or  a tender offer  for at least  a
majority of  the Common  Stock  which has  been recommended  by  the Board  of
Directors as being in the  best interests of the holders of the  Common Stock;
or

      (iv)  there is a total voluntary or involuntary dissolution, liquidation

                                       - 19 -





or winding up of the corporation; or

      (v)   the corporation proposes to take any action (other than actions of
the character described in paragraph (i) of subsection 4(b) above) which would
require  an  adjustment of  the conversion  rate  pursuant to  subsection 4(b)
above;

then the corporation shall cause to be filed with the transfer agent or agents
for the Series A  Stock, and shall cause to be mailed to the holders of record
of
the outstanding Series A Stock, at least twenty days (or ten days in any case
specified in clause (i) or (ii) above or in the case of a recommended tender
offer as specified in clause (iii) above) prior to the  applicable record date
(or
effective date  if there  shall be  no record  date) hereinafter  specified, a
notice stating (A)  the date as of which the holders of Common Stock of record
to be  entitled to receive any such  rights, warrants, options or distribution
are to be determined, or (B) the date on which any such consolidation, merger,
conveyance, transfer, tender offer, 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  or other property,  if any,  deliverable upon
such distribution, right, warrant, option, consolidation, merger,  conveyance,
transfer, tender offer, dissolution, liquidation or winding up. The failure to
give  the notice required by this subsection  4(c) or any defect therein shall
not  affect  the legality  or validity  of  any distribution,  right, warrant,
option,   consolidation,   merger,   conveyance,   transfer,   tender   offer,
dissolution, liquidation, or winding up, or the vote upon any such action.

   (d)   Status of Stock Converted.

   All  shares  of  Series A  Stock  which  shall  have  been surrendered  for
conversion as  herein provided shall no longer be deemed to be outstanding and
all rights  with respect  to  such shares,  including the  right,  if any,  to
receive notices and to vote,  shall forthwith cease and terminate  except only
the right of the holders thereof to receive Common Stock in exchange therefor.

   (e)   Shares Reserved for Conversion.

   The corporation shall at all times reserve and keep available, out of its
authorized  and  unissued  stock, solely  for  the  purpose  of effecting  the
conversion of Series A  Stock, such number of shares of Common  Stock as shall
from time  to time  be sufficient to  effect the conversion  of all  shares of
Series A Stock from time to time outstanding.

   (f)   Fractions Upon Conversion.

   No fractional  shares of Common Stock are to be issued upon conversion, but
in lieu thereof the corporation will pay therefor  a cash adjustment (computed
to the nearest  cent) in an amount equal to such  fraction of the market price
per share  of Common  Stock computed on  the basis of  the last  reported sale
price (regular  way) on  the  business day  which next  precedes  the date  of
conversion,  or, in case no such sale takes  place on such day, the average of

                                       - 20 -





the closing bid and asked prices (regular way) of Common Stock, in either case
on the composite  tape, or, if the Common Stock is not quoted on the composite
tape,  on the principal United States securities exchange registered under the
Securities  Exchange  Act of  1934  on which  the  Common Stock  is  listed or
admitted  to trading,  or if the  Common Stock  is not  listed or  admitted to
trading on  any such securities exchange,  the average of the  closing bid and
asked  prices  on said  last trading  day as  furnished by  any member  of the
National Association of Securities Dealers, Inc. selected from time to time by
the corporation for that purpose.

   (g)   Taxes Upon Conversion.

   The corporation  will pay  any and all  issue and  other taxes that  may be
payable  in respect  of any  issue or  delivery of  shares of Common  Stock on
conversion of Series A Stock pursuant to this Section 4. The corporation shall
not, however, be  required to pay any tax  which may be payable in  respect of
any transfer  involved in  the issue and  delivery of Common  Stock in  a name
other  than that in which the Series A  Stock so converted was registered, and
no such issue or delivery shall be made unless and until the person requesting
such issue 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. 

   (h)   Affidavit of Mailing.

   An affidavit  of the  transfer agent  or transfer agents  for the  Series A
Stock or  of the Secretary of  the corporation to  the effect that  any notice
provided for in this Section 4 has been mailed shall, in the absence of fraud,
be prima facie evidence of the facts stated therein.

5. Voting Rights.

   (a)   Except as set forth in  this Section 5 and as required  by applicable
law, the holders of Series A Stock shall not be entitled to vote.

   (b)   If and whenever accrued  dividends on Series A  Stock shall not  have
been paid  or declared and a sum sufficient for the payment thereof set aside,
in an amount equivalent  to six quarterly dividends on all  shares of Series A
Stock at the time outstanding, then and in such event the  holders of Series A
Stock  and each other series of Preferred  Stock now or hereafter issued which
shall be accorded such class voting right by the  Board of Directors and which
shall  have the  right to  elect two  directors as  the result  of a  prior or
subsequent default in  payment of dividends  on such  series (each such  other
series being  hereinafter called  "Other Series  of Preferred  Stock"), voting
separately as a class without regard to series, shall be entitled to elect two
directors, and  the holders  of  all shares  otherwise  entitled to  vote  for
directors,  voting  separately as  a class,  shall  be entitled  to  elect the
remaining members of the Board of Directors. Such special voting rights of the
holders of Series A Stock may be  exercised until all dividends in default  on
the  Series  A  Stock shall  have  been paid  in  full or  declared  and funds
sufficient therefor set aside, and  when so paid or provided for  such special
voting rights of the holders of Series A Stock shall cease, but subject always
to the same provisions  for the vesting of  such special voting rights in  the

                                       - 21 -





case  of any such future dividend default  or defaults. At any time after such
special voting rights shall have so  vested in the holders of Series  A Stock,
the Secretary  of the corporation  may, and  upon the written  request of  the
holders of record of ten percent or more in number of shares of Series A Stock
and each Other Series of Preferred  Stock then outstanding addressed to him at
the  principal executive  office  of the  corporation  shall, call  a  special
meeting  of  the holders  of  Preferred Stock  so  entitled to  vote,  for the
election of the directors to be elected by them as herein provided,
to be held within fifty days after such call and at such place and upon such
notice provided by law and in the bylaws for the holding of meetings of
shareholders; provided, however, that  the Secretary shall not be  required to
call such special meeting  in the case of any such  request received less than
ninety days before the date fixed for any annual meeting  of shareholders, and
if  in such case such special meeting  is not called, the holders of Preferred
Stock  so entitled to  vote shall be  entitled to exercise  the special voting
rights provided in this paragraph at such annual meeting. If  any such special
meeting required  to be called  as above provided shall  not be called  by the
Secretary within  thirty days  after receipt  of  any such  request, then  the
holders of record of ten percent or more in number of shares of Series A Stock
and each  Other Series of  Preferred Stock  then outstanding may  designate in
writing one of their number to call such meeting, and the person so designated
may, at the expense  of the corporation, call such  meeting to be held  at the
place and  upon the  notice above  provided, and for  that purpose  shall have
access to the stock books  of the corporation. No such special meeting  and no
adjournment thereof shall be held on a  date later than thirty days before the
annual meeting of the shareholders or  a special meeting held in place thereof
next succeeding the time when the holders of Series A Stock become entitled to
elect  directors as above  provided. If,  at any meeting  so called or  at any
annual meeting held  while the holders  of shares of  Series A Stock  have the
special voting  rights provided for in this paragraph, the holders of not less
than forty percent of the then outstanding shares of Series A Stock
and each Other  Series of Preferred Stock  are present in person or  by proxy,
which  percentage shall be sufficient to  constitute a quorum for the election
of  additional directors  as herein  provided, the  then authorized  number of
directors of the corporation shall be increased by two, as of the time of such
special meeting or the time of the  first such annual meeting held while  such
holders have  said special voting rights  and such quorum is  present, and the
holders of the Series A Stock and each Other Series of Preferred Stock, voting
as a  class, shall be entitled  to elect the additional  directors so provided
for.  If the directors of the corporation  are then divided into classes under
provisions  of the Restated Certificate  of Incorporation, as  amended, or the
bylaws,  the two  additional directors  shall be  members of  those respective
classes  of directors  in which  a  vacancy is  created  as a  result of  such
increase in  the authorized number  of directors.  Upon the  election at  such
meeting by the holders  of the shares of Series A Stock  and each Other Series
of Preferred Stock, voting as a class for  the two directors they are entitled
so to elect, the persons  so elected, together with such persons as  may be or
may have  been elected as  directors by  the holders of  all shares  otherwise
entitled to vote for directors, shall constitute the duly elected directors of
the corporation. The  additional directors so  elected by holders of  Series A
Stock and each Other Series of Preferred Stock, voting as a class, shall serve
until the next  annual meeting or until  their respective successors  shall be
elected  and qualified,  or if any  such director  is a  member of a  class of

                                       - 22 -





directors under provisions dividing the directors into classes as
aforesaid, each  such director shall serve  until the annual  meeting at which
the term of office  of his class shall expire or until  his successor shall be
elected and shall  qualify, and at each subsequent meeting  of shareholders at
which  the directorship  of any  director elected  by the  vote of  holders of
Series A  Stock and each  Other Series  of Preferred Stock  under the  special
voting  rights set  forth in this  paragraph is  up for  election said special
voting  rights shall  apply in  the  re-election of  such director  or in  the
election of his  successor, provided,  however, that whenever  the holders  of
Series A Stock and each Other Series  of Preferred Stock shall be divested  of
the special  rights to  elect two  directors as above  provided, the  terms of
office of all  persons elected as directors  by the holders of  Series A Stock
and  each Other Series  of Preferred Stock,  voting as a  class, or elected to
fill  any vacancies  resulting  from the  death,  resignation, or  removal  of
directors so elected by the holders of Series A Stock and each
Other Series of Preferred Stock, shall forthwith terminate and the authorized
number of  directors shall  be reduced  accordingly. If, at  any time  after a
special  meeting of shareholders or an annual meeting of shareholders at which
the holders of  Series A Stock and  each Other Series of Preferred  Stock have
elected  additional  directors as  provided above,  and  while the  holders of
Series A Stock  and each Other Series of Preferred Stock  shall be entitled to
elect  two directors,  the number of  directors who  have been  elected by the
holders of Series  A Stock and each Other Series of Preferred Stock (or who by
reason of  one or  more resignations,  deaths or removals  have succeeded  any
directors so elected) shall by reason of resignation, death or removal be less
than two but at least one, the vacancy in the directors elected by the holders
of the  Series A Stock and each Other Series  of Preferred Stock may be filled
by the  remaining director elected by such  holders, and failing such election
within  thirty days  after  such vacancy  arises,  or if  there  shall not  be
incumbent at  least one director elected by such holders, the Secretary of the
corporation may, and upon the written request of the holders of  record of ten
percent or more in number of shares of Series A Stock and each Other Series of
Preferred  Stock then outstanding addressed to  him at the principal office of
the corporation  shall, call  a special meeting  of the  holders of  Preferred
Stock so entitled to vote,  for an election to fill such vacancy or vacancies,
to be  held within fifty days  after such call and  at the place  and upon the
notice provided  by law  and in  the bylaws  for  the holding  of meetings  of
shareholders; provided, however, that  the Secretary shall not be  required to
call such  special meeting in the case of any  such request received less than
ninety days before the date fixed for any annual meeting  of shareholders, and
if in such case such special  meeting is not called, the holders  of Preferred
Stock  so entitled to vote shall be entitled to fill such vacancy or vacancies
at such annual meeting.  If any such special meeting required  to be called as
above provided shall  not be called by the Secretary  within thirty days after
receipt of any such request, then the holders of record of ten percent or
more in number of shares of Series A Stock and each Other Series of Preferred
Stock then  outstanding may designate in  writing one of their  number to call
such  meeting,  and the  person  so  designated may,  at  the  expense of  the
corporation, call  such meeting to  be held at  the place and upon  the notice
above provided, and for that  purpose shall have access to the stock  books of
the corporation; no such  special meeting and no adjournment  thereof shall be
held  on a  date later  than  thirty days  before the  annual  meeting of  the
shareholders or  a special meeting held  in place thereof next  succeeding the

                                       - 23 -





time when  the holders of Series  A Stock and  each Other Series  of Preferred
Stock become entitled to elect directors as above provided.

   (c)   So long as any shares of Series A Stock shall be outstanding, the
corporation shall not, without the affirmative vote or written consent of the
holders of a majority  of the number of shares  of Series A Stock at  the time
outstanding, amend the Restated Certificate of Incorporation to increase the
authorized number of shares of Preferred Stock.

   (d)   So long as any shares of Series A Stock shall be outstanding, the
corporation shall not, without the affirmative vote or written consent of the
holders of two-thirds of the number of shares of Series A Stock at the time
outstanding, amend the Restated Certificate of Incorporation to:

      (i)   change   the  designations,  preferences,   limitations  or  other
         relevant rights of the Series A Stock;

      (ii)  effect  an exchange,  reclassification or  cancellation of  all or
         part of the Series A Stock;

      (iii) effect an exchange or create a right  of exchange of another class
         or series into Series A Stock;

      (iv)  change the Series A Stock into the same or a different number of
         shares of the same or another class or series; or

      (v)   cancel or otherwise  affect dividends  on the shares  of Series  A
         Stock which have accrued but have not been declared.

C. Authorized Shares of Capital Stock.

   Except as may be provided in the terms and conditions fixed by the Board of
Directors  for any series of Preferred  Stock, the number of authorized shares
of any  class or  classes of  stock  of the  corporation may  be increased  or
decreased  by  the affirmative  vote  of  the holders  of  a  majority of  the
outstanding shares of stock of the corporation entitled to vote.

D. Preemptive or Preferential Rights of Stockholders.

   No  stockholder  of   this  corporation  shall   have  any  preemptive   or
preferential right to purchase or subscribe to any shares of any class of this
corporation now or hereafter to be authorized, or any notes, debentures, bonds
or  other securities  convertible  into or  carrying  options or  warrants  to
purchase shares  of any class, now  or hereafter to be  authorized, whether or
not the issue  of any such shares,  or such notes, debentures, bonds  or other
securities,  would  adversely affect  the dividend  or  voting rights  of such
stockholder, other than such rights, if any, as the Board of Directors in  its
discretion from time  to time  may grant, and  at such price  as the Board  of
Directors  in its  discretion may fix;  and the  Board of  Directors may issue
shares of  any class of this  corporation, or any notes,  debentures, bonds or
other  securities convertible into or carrying options or warrants to purchase
shares of any class, without offering any such shares or securities, either in
whole or in part, to the existing stockholders of any class.

                                       - 24 -





   FIFTH:   The minimum amount of capital with which the corporation will
commence business is One Thousand Dollars ($1,000.00).

   SIXTH:   The corporation is to have perpetual existence.
 
   SEVENTH:   The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

   EIGHTH:    The  following provisions  are inserted  for the  regulation and
conduct  of the affairs of the corporation,  and it is expressly provided that
they are intended to be  in furtherance and not in limitation or  exclusion of
the powers elsewhere conferred herein or in the by-laws or conferred by law:

      (a)   The Board of Directors may at any time set apart out of any of the
funds of the corporation available for dividends a reserve or reserves for any
proper purpose and may at any time reduce or abolish any such reserve.

      (b)   Except as may be otherwise expressly required by law or by other
provisions of this Restated Certificate of Incorporation or the by-laws, the
Board of Directors shall have and may exercise, transact, manage, promote and
carry on all of  the powers, authorities, businesses, objects and  purposes of
the  corporation,  provided, however,  that the  directors  may not  effect or
consummate:

      (1)   any merger or consolidation of the corporation or any Subsidiary
with or into any other corporation;

      (2)   any sale, lease, exchange or other disposition of all or
substantially  all of  the assets  of  the corporation  to or  with any  other
person; or 

      (3)   any issuance or transfer by the corporation or any Subsidiary of
any voting securities of the corporation or any Subsidiary to any other person
except  for voting securities issued pursuant to stock option, purchase, bonus
or other plans for  natural persons who are directors,  employees, consultants
and/or agents of the corporation and its Subsidiaries;

   unless and until such transaction is authorized by the affirmative vote of
the holders of at least 66 2/3% of the outstanding stock of the corporation
entitled to vote generally in the election of directors considered for the
purposes of this  Article Eighth as one  class, but the  foregoing requirement
shall not apply, and the provisions of Delaware law relating to the percentage
of stockholder approval, if any, shall apply to

      (i)   any merger or other transaction described in the preceding
subparagraphs (1), (2) and (3) if the other party to the merger or other
transaction is a Subsidiary of the corporation, or

      (ii)  any merger or other transaction described in the preceding
subparagraphs (1), (2) and (3) if at any time prior to its consummation the
transaction has  been approved by a  resolution adopted by not  less than two-
thirds of all of the directors then in office.


                                       - 25 -





      For purposes of this Article Eighth a "Subsidiary" is any corporation
more  than  50% of  the  voting  securities of  which  are  owned directly  or
indirectly  by the corporation; and a "person" is any individual, partnership,
corporation or entity.

      (c)   The election of directors need not be by ballot unless the by-laws
so require and no director need be a stockholder.

      (d)   By-laws not inconsistent with the Certificate of Incorporation may
be made, and by-laws may be altered, amended or repealed in the manner therein
specified provided (1) that no inconsistency with the Certificate of
Incorporation results from such alteration or repeal, (2) that the Board of
Directors shall not alter, amend or repeal Sections 3.1 to 3.4 inclusive and
Section  13  of  the  by-laws  as  amended  at  the  1978  Annual  Meeting  of
Stockholders without the approval of  the holders of at  least 66 2/3% of  the
outstanding  stock  of  the corporation  entitled  to  vote  generally in  the
election of directors,  considered for the  purposes of this paragraph  (d) as
one class, and (3) that no change of  the time or place of the meeting for the
election of directors  shall be made  within 60  days next before  the day  on
which such meeting is to be held, and  that in case of any change of such time
or place, notice thereof  shall be given to each  stockholder in person or  by
letter mailed  to his last known  post-office address at least  20 days before
the meeting is held.

      (e)   The Board of Directors may from time to time determine whether and
to what extent and at what times and places and under what conditions and
regulations the  accounts and books and  papers of the corporation,  or any of
them, shall be open to the inspection of the stockholders,  and no stockholder
shall  have  any  right to  inspect  any  account,  book  or document  of  the
corporation,  except as  and to  the  extent expressly  provided  by law  with
reference to  the right of stockholders  to examine the original  or duplicate
stock ledger, or otherwise  expressly provided by law, or except  as expressly
authorized by resolution of the Board of Directors.

      (f)   A director of this corporation shall not, in the absence of fraud,
be  disqualified  by  his   office  from  dealing  or  contracting   with  the
corporation, either  as vendor,  vendee or  otherwise, nor  in the  absence of
fraud, shall any  contract or other transaction of the  corporation be void or
voidable or otherwise affected by reason of the fact that any director, or any
firm  or association in which any director  is a member, or any corporation of
which any  director is an  officer, director or  stockholder, or any  trust of
which any  director is a  trustee or  beneficiary, is in  any way  pecuniarily
interested in such  contract or transaction, provided  that at the meeting  of
the Board  of Directors or  of any committee  thereof having authority  in the
premises, authorizing or confirming said contract or transaction, the interest
of such director, firm, association, corporation, or trust and in  the case of
a  firm, association,  corporation, or  trust, the  relation of  such director
thereto, is disclosed or made  known to the meeting; nor shall any director be
liable  to account to the corporation  for any profit realized  by him from or
through any such contract or transaction of this corporation, by reason of the
fact that  he or  any firm  or association  of which  he is a  member, or  any
corporation of which he is an officer, director or
stockholder, or any trust of which he is a trustee or beneficiary, was

                                       - 26 -





pecuniarily  interested   in  such  transaction  or   contract.  Directors  so
interested may be  counted when present at meetings of  the Board of Directors
or of any  such committee for  the purpose of  determining the existence  of a
quorum. No  such interested director  shall vote  to authorize or  confirm any
such contract  or transaction,  and  if he  does so  vote  his vote  shall  be
disregarded; but in  respect of any  contract or transaction with  any wholly-
owned subsidiary  of the corporation,  or with any  corporation in which  such
director is interested only by virtue of being a director or officer or  both,
and not as a stockholder, such director  may vote and act as freely as  though
his interests in such corporation did not  exist. Any contract, transaction or
act of  the corporation  or of  the Board  of  Directors or  of any  committee
thereof, or of any officer, which shall  be ratified by a majority in interest
of stockholders having  voting power, at  any annual meeting  or at a  special
meeting called  for the purpose, shall  be as valid  and as binding  as though
ratified by  every stockholder of the corporation. In any situation in which a
director should disclose his  pecuniary interest in a contract  or transaction
as provided for in this section, it shall not be necessary for him to disclose
the extent or the details of such pecuniary interest.

      (g)   The Board of Directors may issue all or any part of the authorized
stock of the corporation at such times and on such lawful conditions as it may
from time  to time determine;  and no stockholders  shall have  any preemptive
right  to subscribe for any issue  of the corporation's stock  or of any other
securities.

      (h)   To the fullest extent permitted by the Delaware General
Corporation Law as the  same exists or may hereafter be amended, a director of
the corporation shall not be liable to the corporation or its stockholders for
monetary damages  for breach of  fiduciary duty as  a director. Any  repeal or
modification  of the foregoing sentence by the stockholders of the corporation
shall not  adversely affect  any  right or  protection of  a  director of  the
corporation existing at the time of such repeal or modification.

   NINTH:   Meetings may  be held without the State of Delaware if the by-laws
so  provide.  The  books of  the  corporation  may  be  kept (subject  to  any
provisions contained  in the statute) outside of the State of Delaware at such
place  or places  as  may be  from time  to time  designated  by the  Board of
Directors  or  in  the  by-laws of  the  corporation.  No  action  required or
permitted to  be taken by  the stockholders  of the corporation  may be  taken
except at the annual  meeting of the stockholders  or at a special meeting  of
the  stockholders  duly   called  for  as  provided  by  the  by-laws  of  the
corporation.  The stockholders entitled to  vote generally in  the election of
directors, considered for  the purposes of  this Article  Ninth as one  class,
shall have  the authority to  remove any director  of the corporation  with or
without cause as provided in the by-laws of the corporation.

   TENTH:     The corporation  reserves the  right to  modify,  revise, alter,
amend, change, repeal,  or rescind  any provision contained  in this  Restated
Certificate of Incorporation,  in the  manner now or  hereafter prescribed  by
statute, and all  rights conferred  upon the stockholders  herein are  granted
subject to  this  reservation,  provided,  however,  that  the  provisions  of
Paragraphs (b), (c) and (d) of Article Eighth, and the  provisions of Articles
Ninth and  Tenth of this  Restated Certificate  of Incorporation shall  not be

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modified, revised, altered  or amended, repealed or rescinded,  in whole or in
part, except by the affirmative vote of  the holders of not less than 66  2/3%
of  the  outstanding  stock entitled  to  vote  generally in  the  election of
directors considered for the purposes of this Article Tenth as one class.

   IN WITNESS WHEREOF, this Restated Certificate of Incorporation, having been
duly adopted by the Board of Directors and the stockholders of the corporation
in  accordance with  the provisions  of Section  242 and  245 of  the Delaware
General Corporation Law, has been executed on this 18th day of December, 1984.




                                          HARCOURT GENERAL, INC.

                                          By    /s/ RICHARD A. SMITH        
                                                RICHARD A. SMITH
                                                     President


Attest:     /s/ SAMUEL FRANKENHEIM
            SAMUEL FRANKENHEIM
            Assistant Secretary






Incorporates amendments and other charter documents dated:

March 14, 1986
March 13, 1987
March 15, 1993
March 14, 1997



















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