EXHIBIT NO. 3.1
                                                                 
                                                                 

             RESTATED CERTIFICATE OF INCORPORATION
      (with amendment approved by shareholders on 9/12/97)


      FIRST:  That the name of the corporation is

                    Gerber Scientific, Inc.

      SECOND:  That said Corporation is to be located in the Town
of South Windsor, in the State of Connecticut.

       THIRD:   That the nature of the business to be  transacted
and   the  purposes  to  be  promoted  or  carried  out  by  said
Corporation are as follows:

       1.  To manufacture, fabricate, assemble, sell, distribute,
license,  export, and import and deal in all kinds and  forms  of
scientific  and  drawing instruments and appliances,  and  parts,
goods, wares, merchandise, and personal property of every nature,
kind and description whatsoever.

       2.   To engage in any mercantile, manufacturing or trading
business  of  any  kind  or character whatsoever  throughout  the
world, and to do all things incidental to any such business.

       3.   To  adopt,  purchase or otherwise  acquire  and  own,
control  and  operate under letters patent issued by  the  United
States  or  by  the  government of any other  country  whatsoever
securing  any invention or improvement or any license  or  rights
under  any  such  letters patent which may be  deemed  necessary,
convenient,  expedient  or  useful  in  the  prosecution  of  its
business  and to sell such patents or patent rights, or to  grant
licenses  or  rights  thereunder to others and  to  sue  for  any
infringement upon the right of said Corporation.

       4.   To  apply for, obtain, register, purchase,  lease  or
otherwise  acquire and to hold, use, pledge, lease, sell,  assign
or  otherwise dispose of formulas, secret processes,  distinctive
marks,   improvements,  processes,  trade  names,  trade   marks,
copyrights, patents, licenses, concessions and the like,  whether
used  in  connection with or secured under Letters Patent  of  or
issued  by  any  country or authority; and  to  issue,  exercise,
develop  and grant licenses in respect thereof or otherwise  turn
the same to account.

       5.   To purchase or otherwise acquire, hold, sell, pledge,
transfer  or  otherwise dispose of and to reissue or  cancel  the
share  of  its  own  capital stock or  any  securities  or  other
obligations  of the Corporation in the manner and to  the  extent
now  or  hereafter permitted by the laws of the  jurisdiction  of
incorporation of this  Corporation.

       6.   To  acquire, purchase, hold, operate, develop, lease,
mortgage, pledge, exchange, sell, transfer, or otherwise  invest,
trade  or deal in, any manner permitted by law, real and personal
property of every kind and description or any interest therein.

       7.   To borrow or raise monies for any of the purposes  of
the  Corporation  and  from time to time,  without  limit  as  to
amount,  to  draw, make, accept, endorse, guarantee, execute  and
issue  promissory  notes, drafts, bills  of  exchange,  warrants,
bonds,   debentures   and  other  negotiable  or   non-negotiable
instruments  and  evidences of indebtedness, and  to  secure  the
payment  thereof, and of the interest thereon by mortgage  on  or
pledge, conveyance, or assignment in trust of, the whole  or  any
part of the assets of the Corporation, real or personal or mixed,
including  contract  rights,  whether  at  the  time   owned   or
thereafter acquired, and to sell, pledge, or otherwise dispose of
such  securities or other obligations of the Corporation for  its
corporate purposes.

       8.   The  foregoing  enumerated powers  shall  not  be  in
limitation  of  the  rights,  powers,  and  privileges  of   this
Corporation,  it  being  the  intention  of  the  Corporation  to
exercise  all  the  rights,  powers, and  privileges  granted  to
corporations  under the General Laws of the State of Connecticut,
which powers and privileges are not expressly prohibited thereby,
and  to  conduct  in  any  manner  whatsoever  any  business   or
businesses necessary, incidental or connected with the  foregoing
purposes.

       9.  The foregoing clauses shall be construed as powers  as
well  as objects and purposes, and the matters expressed in  each
clause shall, unless herein otherwise expressly provided,  be  in
no  wise  limited by reference to or inference from the terms  of
any  other clause, but shall be regarded as independent  objects,
purposes  and  powers  and the enumeration of  specific  objects,
purposes  and powers shall not be construed to limit or  restrict
in  any manner the meaning of general terms or the general powers
of  the  corporation, nor shall the expression of  one  thing  be
deemed  to exclude another not expressed, although it be of  like
nature.
      10.   To  do  everything necessary, proper,  advisable,  or
convenient for the accomplishment of any of the purposes  or  the
attainment of any of the objects of the furtherance of any of the
powers  herein  set  forth and to do every other  act  and  thing
incidental thereto or connected therewith, provided the  same  to
be not forbidden by the laws of the jurisdiction of incorporation
of this Corporation.

      FOURTH:  The total number of shares of all classes of stock
which  the Corporation shall have authority to issue is  seventy-
five   million   (75,000,000),  of   which   sixty-five   million
(65,000,000) shall be Common Stock, par value one dollar  ($1.00)
per share, and ten million (10,000,000) shall be Preferred Stock,
without par value.

       Except  as  otherwise  provided  in  this  Certificate  of
Incorporation,  the Board of Directors shall  have  authority  to
authorize  the issuance, from time to time, without any  vote  or
other  action by the shareholders, of any or all shares of  stock
of the Corporation of any class or series at any time authorized,
and  any securities convertible into or exchangeable for any such
shares,  and  any  options, rights, or warrants  to  purchase  or
acquire any such shares, in each case to such persons and on such
terms (including as a dividend or distribution on or with respect
to,  or  in  connection  with  a split  or  combination  of,  the
outstanding  shares of stock of the same or any  other  class  or
series)  as  the  Board of Directors from time  to  time  in  its
discretion  lawfully may determine.  Shares so  issued  shall  be
fully  paid  stock, and the holders of such stock  shall  not  be
liable to any further call or assessments thereon.

      A  description  of the different classes of  stock  of  the
Corporation  and  the manner of determining the designations  and
number  of  series of Preferred Stock and the terms,  limitations
and  relative voting, dividend, liquidation and other rights  and
preferences of each such series are as follows:


                        PREFERRED STOCK

      The  Board  of Directors is hereby empowered to  cause  the
Preferred  Stock  to  be  issued  from  time  to  time  for  such
consideration as it may from time to time fix, and to cause  such
Preferred  Stock  to be issued in one or more series,  with  such
voting  powers,  full or limited, or no voting powers,  and  such
designations,  preferences and relative, participating,  optional
or  other  special  rights,  and qualifications,  limitations  or
restrictions  thereof, as shall be stated and  expressed  in  the
resolution  or resolutions providing for the issue of such  stock
adopted by the Board of Directors.  Each such series of Preferred
Stock  shall be distinctly designated.  Except in respect of  the
particulars  fixed by the Board of Directors for each  series  as
permitted hereby, all shares of Preferred Stock shall be of equal
rank  and  shall be identical.  All shares of any one  series  of
Preferred Stock so designated by the Board of Directors shall  be
alike  in every particular, except that shares of any one  series
issued  at different times may differ as to the dates from  which
dividends thereon may be cumulative.  The voting rights, if  any,
of   each   such   series  and  the  preferences  and   relative,
participating,  optional and other special rights  of  each  such
series  and  the  qualifications,  limitations  and  restrictions
thereof,  if  any,  may differ from those of any  and  all  other
series at any time outstanding; and the Board of Directors of the
Corporation  is  hereby expressly granted authority  to  fix,  by
resolutions duly adopted prior to the issuance of any shares of a
particular series of Preferred stock so designated by  the  Board
of  Directors, the voting powers of such series, if any, and  the
designations,  preferences and relative, participating,  optional
and  other special rights and the qualifications, limitations and
restrictions thereof, if any, for such series, including  without
limitation the following:

      1.  The distinctive designation of and the number of shares
of  Preferred Stock which shall constitute such series;  provided
that  such  number  may  be  increased  (except  where  otherwise
provided by the Board of Directors and in any case not above  the
number  of  authorized  but  then  unissued  shares  thereof)  or
decreased  (but  not  below the number  of  shares  thereof  then
outstanding)  from time to time by like action of  the  Board  of
Directors;

       2.   The  rate  and  time  at which,  and  the  terms  and
conditions upon which, dividends, if any, on Preferred  Stock  of
such  series  shall  be  paid, the extent of  the  preference  or
relation,  if any, of such dividends to the dividends payable  on
any  other series of Preferred Stock or any other class of  stock
of the Corporation and whether such dividends shall be cumulative
or noncumulative;

      3.  The right, if any, of the holders of Preferred Stock of
such  series to convert the same into, or exchange the same  for,
shares of any other class of stock or any series of any class  of
stock  of  the Corporation and the terms and conditions  of  such
conversion or exchange;

       4.  Whether or not Preferred Stock of such series shall be
subject to redemption, and the redemption price or prices and the
time  or times at which, and the terms and conditions upon which,
Preferred Stock of such series may be redeemed;

       5.   The rights, if any, of the holders of Preferred Stock
of  such  series  upon the voluntary or involuntary  liquidation,
dissolution or winding up of the Corporation.

      6.  The terms of the sinking fund or redemption or purchase
account, if any, to be provided for the Preferred Stock  of  such
series; and

      7.  The voting powers if any, of the holders of such series
of  Preferred Stock which may, without limiting the generality of
the foregoing, include the right, voting as a series by itself or
together with any other series of the Preferred Stock as a class,
(i)  to  vote more or less than one vote per share on any or  all
matters voted upon by the shareholders, and (ii) to elect one  or
more directors of the Corporation if there has been a default  in
the  payment  of  dividends on any one  or  more  series  of  the
Preferred  Stock or under such other circumstances and upon  such
other conditions as the Board of Directors may fix.


                          COMMON STOCK

     The Common Stock shall be subject to the prior rights of the
holders  of  the Preferred Stock as set forth above  and  in  the
resolutions of the Board of Directors pursuant to which any  such
Preferred Stock may be issued.

     At every meeting of the shareholders, every holder of Common
Stock  shall  be entitled to one vote in person or by  proxy  for
each  share  of Common Stock standing in his or her name  on  the
books of the Corporation.

      Whenever  there shall have been paid, or declared  and  set
aside  for  payment, to the holders of the outstanding shares  of
Preferred Stock and to the holders of outstanding shares  of  any
other  class of stock having preference over the Common Stock  as
to  the payment of dividends, the full amount of dividends and of
sinking  fund  or purchase fund or other retirement payments,  if
any,   to  which  such  holders  are  respectively  entitled   in
preference to the Common Stock, then dividends may be paid on the
Common  Stock  and  on any class or series of stock  entitled  to
participate therewith as to dividends, out of any assets  legally
available  for  the payment of dividends, but only  when  and  as
declared by the Board of Directors.

      In the event of any liquidation, dissolution or winding  up
of  the  Corporation, after there shall have been paid to or  set
aside  for the holders of the shares of Preferred Stock  and  any
other  class having preference over the Common Stock in the event
of  liquidation, dissolution or winding up the full  preferential
amounts  to which they are respectively entitled, the holders  of
the Common Stock, and of any class or series of stock entitled to
participate  therewith, in whole or part, as to distributions  of
assets, shall be entitled to receive the remaining assets of  the
Corporation available for distribution, in cash or in kind.

      Each  share  of Common Stock shall have the  same  relative
rights  as  and be identical in all respects with all  the  other
shares of Common Stock.

      FIFTH:   That the amount of capital stock with  which  this
Corporation  shall  commence business  is  Six  Thousand  Dollars
($6,000).

     SIXTH:  That the duration of said Corporation is unlimited.

     SEVENTH:  That no stockholder of said Corporation shall have
any  preemptive or other right of subscription to any  shares  of
any class of stock of said Corporation, issued or to be issued or
sold,  whether now or hereafter authorized, or to any  securities
convertible  into stock of said Corporation of any class,  or  to
receive  any such shares or securities by way of dividend,  other
than such right or rights, if any, as the Board of Directors  may
determine,  but  any  shares of stock or  convertible  securities
which  the  Board  of  Directors  may  determine  to  offer   for
subscription to stockholders may, at the discretion of the  Board
of  Directors, be offered in such proportions and to the  holders
of  any  one  or more or all classes of stock of said Corporation
then  outstanding, and at such price or prices as  the  Board  of
Directors may determine.

      EIGHTH:   The  following provisions are  inserted  for  the
regulation and management of the affairs of the Corporation,  and
it  is  expressly provided that the same are intended  to  be  in
furtherance  and  not in limitation or exclusion  of  the  powers
conferred by statute:

     1.  Amendments

      The  Corporation  may amend, alter, change  or  repeal  any
provisions contained in this Certificate of Incorporation  or  in
any  amendment thereto, in the manner now or hereafter prescribed
by  law.  The Board of Directors shall have the power, concurrent
with  the  power of the shareholders, to make, alter,  amend  and
repeal  the By-Laws of the Corporation.  Any By-Laws made by  the
directors  under  the  powers conferred hereby  may  be  altered,
amended  or  repealed  by the directors or by  the  shareholders.
Notwithstanding  the  foregoing and anything  contained  in  this
Certificate  of  Incorporation to the contrary,  the  affirmative
vote  of  the  holders of at least eighty percent  (80%)  of  the
outstanding  shares of capital stock of the Corporation  entitled
to  vote  thereon, voting together as a single  class,  shall  be
required  to  alter,  amend or repeal,  or  adopt  any  provision
inconsistent with, Article III, Sections 1, 2, 3, 4 and 5 of  the
By-Laws   or   this  Article  EIGHTH  of  this   CERTIFICATE   OF
INCORPORATION.
     2.  Board of Directors

      (a)   Number, Term of Office, Classification--The  business
and  affairs of the Corporation shall be managed by or under  the
direction  of  the Board of Directors.  The number  of  directors
(exclusive of directors, if any, elected by the holders of one or
more  series  of  Preferred  Stock, which  may  at  any  time  be
outstanding,  voting  separately  as  a  class  pursuant  to  the
provisions   of  the  Certificate  of  Incorporation   applicable
thereto)  shall not be fewer than three (3) nor more than  eleven
(11), the exact number of directors to be determined from time to
time  by resolution adopted by affirmative vote of a majority  of
the  Directors  then  in office, or, in the  absence  of  such  a
determination,  shall  be  the  number  of  directors  in  office
immediately  after  the election of directors  at  the  preceding
annual  meeting  of  shareholders.  The directors  (exclusive  of
directors,  if any, elected by the holders of one or more  series
of Preferred Stock voting separately as a class) shall be divided
into  three classes, designated Class I, Class II and Class  III.
Each  class shall be as nearly equal in number as possible.   The
term of the initial Class I directors shall terminate on the date
of  the  1988  annual meeting of shareholders, the  term  of  the
initial  Class II directors shall terminate on the  date  of  the
1989  annual meeting of shareholders and the term of the  initial
Class  III  directors shall terminate on the  date  of  the  1990
annual  meeting  of  shareholders.  At  each  annual  meeting  of
shareholders  beginning in 1988, successors  to  directors  whose
terms expire at that annual meeting shall be of the same class as
the  directors they succeed, and shall be elected for  three-year
terms.  A director shall hold office until the annual meeting for
the  year in which his or her term expires and until his  or  her
successor  shall be elected and shall qualify, subject,  however,
to  prior death, resignation, retirement or removal from  office.
If  the number of directors is changed by resolution of the Board
of  Directors  pursuant  to this paragraph  2,  any  increase  or
decrease shall be apportioned among the classes so as to maintain
the  number  of  directors  in each  class  as  nearly  equal  as
possible,  but  in  no case shall a decrease  in  the  number  of
directors shorten the term of any incumbent director.

     (b)  Vacancy, Resignation, Removal, Nomination -- Subject to
the  rights of the holders of any series of Preferred Stock  then
outstanding with respect to directors elected by the  holders  of
such Preferred Stock, any directorship to be filled by reason  of
an increase in the number of directorships shall be filled by the
concurring   vote  of  directors  holding  a  majority   of   the
directorships in existence prior to such increase in  the  number
of directorships and any other vacancy on the Board of Directors,
however  caused, shall be filled for the unexpired  term  by  the
concurring  vote of a majority of the directors then  in  office,
although  less  than  a quorum, or by a sole remaining  director.
Any director so elected to fill a vacancy shall hold office until
the next election of the class for which such director shall have
been  chosen  and  until  his or her successor  shall  have  been
elected  and  qualified.  No decrease in the number of  directors
constituting the Board of Directors shall shorten the term of any
incumbent director.

      Any director may resign his or her office at any time, such
resignation to be in writing and to take effect from the time  of
its receipt by the Corporation or at such other time as shall  be
fixed  therein  and acceptance thereof shall not be  required  to
make  it effective.  Subject to the rights of the holders of  any
series  of  Preferred  Stock  then outstanding  with  respect  to
directors elected by the holders of such Preferred Stock, one  or
more  or  all of the directors of the Corporation may be  removed
only  for  cause  and only by the affirmative  vote  of  (i)  the
holders  of  at  least eighty percent (80%)  of  the  outstanding
shares  of capital stock of the Corporation entitled to  vote  in
the  election  of  such  directors or (ii)  directors  holding  a
majority of the directorships.

      No  person shall be eligible for election as a director  at
any  annual or special meeting of shareholders unless such person
was  nominated  by  action of the Board of Directors  or  by  any
shareholder of the Corporation entitled to vote for the  election
of  directors  at  the meeting who complies  with  the  following
notice  procedures.  Such shareholder nominations shall  be  made
pursuant  to  timely notice in writing to the  Secretary  of  the
Corporation.   To  be  timely,  a shareholder's  notice  must  be
received by the Secretary of the Corporation not less than  sixty
days  nor  more than ninety days prior to the meeting;  provided,
however, that in the event that less than seventy days' notice or
prior  public disclosure of the date of the meeting is  given  or
made to shareholders, notice by the shareholder to be timely must
be  received by the Secretary of the Corporation not  later  than
the close of business on the tenth day following the day on which
such  notice of the date of the meeting was mailed or such public
disclosure was made.  Such shareholder's notice shall  set  forth
(a)  as  to each person whom the shareholder proposes to nominate
for  election  or re-election as a director, (i) the  name,  age,
business  address and residence address of such person, (ii)  the
principal  occupation  or employment of such  person,  (iii)  the
class  and  number of shares of capital stock of the  corporation
which  are  beneficially owned by such person and (iv) any  other
information  relating  to such person  that  is  required  to  be
disclosed  in solicitations of proxies for election of directors,
or is otherwise required, in each case pursuant to Regulation 14A
under  the Securities Exchange Act of 1934, as amended (including
without  limitation such person's written consent to being  named
in  the proxy statement as a nominee and to serving as a director
if  elected) and (b) as to the shareholder giving the notice  (i)
the  name and address, as they appear on the Corporation's books,
of  such shareholder and, (ii) the class and number of shares  of
capital stock of the Corporation which are beneficially owned  by
such  shareholder.  At the request of the Board of Directors  any
person  nominated  by the Board of Directors for  election  as  a
director  shall furnish to the Secretary of the Corporation  that
information required to be set forth in a shareholder's notice of
nomination  which pertains to the nominee.  The Chairman  of  the
meeting shall, if the facts warrant, determine and declare to the
meeting  that  a nomination was not made in accordance  with  the
procedures  herein  prescribed and, if  the  Chairman  should  so
determine, the Chairman shall so declare to the meeting  and  the
defective nomination shall be disregarded.

      Notwithstanding the foregoing, whenever the holders of  any
one  or  more classes or series of Preferred Stock issued by  the
Corporation shall have the right, voting separately by  class  or
series,  to  elect directors at an annual or special  meeting  of
shareholders, the election, term of office, filling of  vacancies
and other features of such directorships shall be governed by the
terms  of the Certificate of Incorporation and the resolution  or
resolutions applicable thereto adopted by the Board of  Directors
pursuant  to Article FOURTH thereof.  Directors so elected  shall
not  be  divided into classes unless expressly provided  by  such
terms,  and,  during  the  prescribed terms  of  office  of  such
directors, the Board of Directors shall consist of such directors
in  addition to the number of directors determined as provided in
subparagraph (a) of this paragraph 2.

      NINTH:  1.  In addition to any affirmative vote required by
law  or  this Certificate of Incorporation or the By-Laws of  the
Corporation, and except as otherwise provided in paragraph  2  of
this  Article  NINTH,  a  Business  Combination  (as  hereinafter
defined)  shall be approved by the Board of Directors  and  shall
then  be  approved by the affirmative vote of not less  than  (A)
eighty  percent  (80%) of the votes entitled to be  cast  by  the
holders  of all the then outstanding shares of Voting  Stock  (as
hereinafter defined), voting together as a single class  and  (B)
two-thirds of the votes entitled to be cast by the holders of all
the then outstanding shares of Voting Stock, voting together as a
single  class,  other than shares of Voting  Stock  held  by  any
Interested  Shareholder (as hereinafter defined) with respect  to
such  Business  Combination.   Such  affirmative  vote  shall  be
required  notwithstanding the fact that no vote may be  required,
or  that  a  lesser  percentage or separate  class  vote  may  be
specified,  by  law  or  in  any  agreement  with  any   national
securities exchange or otherwise.

      2.   The  provisions of paragraph 1 of this  Article  NINTH
shall  not  be applicable to any particular Business Combination,
and  such  Business  Combination need be approved  by  only  such
affirmative vote, if any, as is required by law or by  any  other
provision  of the Certificate of Incorporation or the By-Laws  of
the  Corporation,  or any agreement with any national  securities
exchange,  if  all of the conditions specified in either  of  the
following subparagraphs (a) and (b) are met or, in the case of  a
Business  Combination not involving the payment of  consideration
to the holders of the Corporation's outstanding Capital Stock (as
hereinafter defined), if the condition specified in the following
subparagraph (a) is met:

      (a)  The  Business  Combination shall  have  been  approved
(whether  such  approval is made prior to or  subsequent  to  the
acquisition  of  beneficial ownership of the  Voting  Stock  that
caused   the  Interested  Shareholder  to  become  an  Interested
Shareholder)  by  a  majority  of the  Continuing  Directors  (as
hereinafter  defined) (even if the Continuing  Directors  do  not
constitute a quorum of the entire Board of Directors).

     (b) All of the following conditions shall have been met:

      (1)  The aggregate amount of cash and the Fair Market Value
(as   hereinafter  defined),  as  of  the  Valuation   Date   (as
hereinafter  defined), of consideration other  than  cash  to  be
received  per  share by holders of Common Stock in such  Business
Combination  shall  be  at  least equal  to  the  highest  amount
determined under clauses (i), (ii), or (iii) below:

      (i)  (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by or on behalf of the Interested Shareholder for  any
share  of Common Stock in connection with the acquisition by  the
Interested  Shareholder  of beneficial  ownership  of  shares  of
Common Stock (x) within the two-year period immediately prior  to
the   first   public   announcement  of  the  proposed   Business
Combination  or its first communication generally to shareholders
of  the  Corporation,  whichever is  earlier  (the  "Announcement
Date") or (y) in the transaction in which it became an Interested
Shareholder, whichever is higher, in either case as adjusted  for
any  subsequent  stock  split,  stock  dividend,  subdivision  or
reclassification with respect to Common Stock; or

     (ii)  the Fair Market Value per share of Common Stock on the
Announcement  Date  or  on  the  date  on  which  the  Interested
Shareholder  became an Interested Shareholder (the "Determination
Date"),  whichever is higher, in either case as adjusted for  any
subsequent   stock   split,   stock  dividend,   subdivision   or
reclassification with respect to Common Stock; or

      (iii)   the price per share equal to the Fair Market  Value
per  share of Common Stock determined pursuant to paragraph  (ii)
above, multiplied by the fraction of:  (x)  the highest per share
price
(including   any  brokerage  commissions,  transfer   taxes   and
soliciting  dealers' fees) paid by or on behalf of the Interested
Shareholder for any share of Common Stock in connection with  the
acquisition by the Interested Shareholder of beneficial ownership
of  shares of Common Stock within the two-year period immediately
prior  to the Announcement Date, over (y)  the Fair Market  Value
per  share  of  Common Stock on the first day  in  such  two-year
period  on which the Interested Shareholder or any person  acting
on  its  behalf  acquired beneficial ownership of any  shares  of
Common  Stock, as adjusted for any subsequent stock split,  stock
dividend, subdivision or reclassification with respect to  Common
Stock.

     (2)  The aggregate amount of cash and the Fair Market Value,
as  of the Valuation Date, of consideration other than cash to be
received per share by holders of shares of any class or series of
outstanding Capital Stock, other than Common Stock, shall  be  at
least  equal to the highest amount determined under clauses  (i),
(ii), (iii) or (iv) below:

      (i)  (if applicable) the highest per share price (including
any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by or on behalf of the Interested Shareholder for  any
share of such class or series of Capital Stock in connection with
the  acquisition  by  the  Interested Shareholder  of  beneficial
ownership of shares of such class or series of Capital Stock  (x)
within  the two-year period immediately prior to the Announcement
Date  or  (y) in the transaction in which it became an Interested
Shareholder, whichever is higher, in either case as adjusted  for
any  subsequent  stock  split,  stock  dividend,  subdivision  or
reclassification with respect to such class or series of  Capital
Stock; or

      (ii)   the  Fair Market Value per share of  such  class  or
series  of  Capital  Stock on the Announcement  Date  or  on  the
Determination  Date,  whichever is  higher,  in  either  case  as
adjusted   for  any  subsequent  stock  split,  stock   dividend,
subdivision  or reclassification with respect to  such  class  or
series of Capital Stock; or

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

     (iv)  the price per share equal to the Fair Market Value per
share  of  such  class  or  series of  Capital  Stock  determined
pursuant to paragraph (ii) above, multiplied by the fraction  of:
(x)   the  highest  per  share  price  (including  any  brokerage
commissions,
transfer taxes and soliciting dealers' fees) paid by or on behalf
of  the  Interested Shareholder for any share of  such  class  or
series of Capital Stock in connection with the acquisition by the
Interested Shareholder of beneficial ownership of shares of  such
class  or  series  of  Capital Stock within the  two-year  period
immediately  prior to the Announcement Date, over  (y)  the  Fair
Market  Value per share of such class or series of Capital  Stock
on  the first day in such two-year period on which the Interested
Shareholder   or  any  person  acting  on  its  behalf   acquired
beneficial  ownership of any share of such  class  or  series  of
Capital Stock, as adjusted for any subsequent stock split,  stock
dividend,  subdivision or reclassification with respect  to  such
class or series of Capital Stock.

      (3)   The  consideration to be received  by  holders  of  a
particular class or series of outstanding Capital Stock shall  be
in cash or in the same form as previously paid by or on behalf of
the  Interested  Shareholder in connection  with  its  direct  or
indirect  acquisition of beneficial ownership of shares  of  such
class  or series or Capital Stock.  If the consideration so  paid
for  shares of any class or series of Capital Stock varied as  to
form,  the  form  of consideration for such class  or  series  of
Capital  Stock shall be either cash or the form used  to  acquire
beneficial  ownership of the largest number  of  shares  of  such
class  or  series  of Capital Stock previously  acquired  by  the
Interested  Shareholder,  as adjusted for  any  subsequent  stock
split,  stock  dividend,  subdivision  or  reclassification  with
respect to such class or series of Capital Stock.

       (4)   After  the  Determination  Date  and  prior  to  the
consummation  of  such  Business  Combination:   (i)  except   as
approved  by a majority of the Continuing Directors, there  shall
have  been  no  failure to declare and pay at  the  regular  date
therefor  any full periodic dividends (whether or not cumulative)
payable  in accordance with the terms of any outstanding  Capital
Stock; (ii) there shall have been no reduction in the annual rate
of  dividends  paid on the Common Stock except  as  necessary  to
reflect  any  stock split, stock dividend or subdivision  of  the
Common  Stock  and  except  as approved  by  a  majority  of  the
Continuing Directors; (iii) there shall have been an increase  in
the  annual  rate  of  dividends paid  on  the  Common  Stock  as
necessary to reflect any recapitalization, reorganization or  any
similar transaction that has the effect of reducing the number of
outstanding  shares of Common Stock, unless  the  failure  so  to
increase  such  annual  rate is approved by  a  majority  of  the
Continuing Directors; and (iv) such Interested Shareholder  shall
not have become the beneficial owner of any additional shares  of
Capital Stock except as part of the transaction that resulted  in
such  Interested  Shareholder becoming an Interested  Shareholder
and           except           in          a          transaction
that,  after  giving  effect thereto, would  not  result  in  any
increase  in  the Interested Shareholder's percentage  beneficial
ownership of any class or series of Capital Stock.

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

      (6)   A  proxy  or  information  statement  describing  the
proposed Business Combination and complying with the requirements
of  the  Securities  Exchange Act  of  1934  and  the  rules  and
regulations thereunder (the "Act") (or any subsequent  provisions
replacing  such  Act, rules or regulations) shall  be  mailed  to
shareholders of the Corporation at least thirty (30)  days  prior
to  the consummation of such Business Combination (whether or not
such  proxy  or information statement is required  to  be  mailed
pursuant  to  such Act or subsequent provisions).  The  proxy  or
information  statement shall contain, in a prominent  place,  any
legally   permissible  statement  as  to  the  advisability   (or
inadvisability) of the Business Combination that  the  Continuing
Directors,  or  any  of them, may choose to  make  and,  if  such
opinion  is  deemed appropriate by a majority of  the  Continuing
Directors,  shall  contain the opinion of an  investment  banking
firm selected by a majority of the Continuing Directors as to the
fairness (or not) of the terms of the Business Combination from a
financial point of view to the holders of the outstanding  shares
of  Capital Stock other than the Interested Shareholder  and  its
Affiliates   or   Associates  (as  hereinafter   defined),   such
investment  banking  firm to be paid a  reasonable  fee  for  its
services by the Corporation.

      (7)   Such Interested Shareholder shall not have  made  any
major  change  in  the Corporation's business or  equity  capital
structure  without the approval of a majority of  the  Continuing
Directors.

     The provisions of this subparagraph (b) shall be required to
be  met  with  respect  to every class or series  of  outstanding
Capital  Stock,  whether  or not the Interested  Shareholder  has
previously  acquired beneficial ownership  of  any  shares  of  a
particular class or series of Capital Stock.

      3.   The  following  definitions and interpretations  shall
apply with respect to this Article NINTH.

     (a)  The term "Business Combination" shall mean:
      (1)  any  merger, consolidation or share  exchange  of  the
Corporation or any Subsidiary (as hereinafter defined)  with  (i)
any Interested Shareholder or (ii) any other company (whether  or
not  itself  an  Interested Shareholder) which is or  after  such
merger, consolidation or share exchange would be an Affiliate  or
Associate  (as hereinafter defined) of an Interested Shareholder;
or

      (2)   any sale, lease, exchange, mortgage, pledge, transfer
or  other disposition or security arrangement, investment,  loan,
advance,  guarantee,  agreement to purchase,  agreement  to  pay,
extension  of  credit,  joint  venture  participation  or   other
agreement  (in one transaction or a series of transactions)  with
or for the benefit of any Interested Shareholder or any Affiliate
or  Associate of an Interested Shareholder involving any  assets,
securities,  or commitments of the Corporation or any Subsidiary,
any  Interested  Shareholder, any Subsidiary  of  any  Interested
Shareholder  or  any  Affiliate or Associate  of  any  Interested
Shareholder  having,  measured at the  time  the  transaction  or
transactions  are  approved  by the Board  of  Directors  of  the
Corporation,  an  aggregate Fair Market  Value  and/or  involving
aggregate commitments in an amount which is ten percent (10%)  or
more  of  the  lesser  of  (i)  the  Fair  Market  Value  of  the
outstanding shares of Capital Stock of the Corporation as of such
time   or  (ii)  the  net  worth  of  the  Corporation  and   its
consolidated Subsidiaries as of the end of the Corporation's most
recent fiscal quarter (the "Corporation's Net Worth"); or

      (3)   the adoption of any resolution, plan or proposal  for
the  liquidation or dissolution, or any spin-off or split-off  of
any  kind,  of the Corporation or any Subsidiary which  is  voted
for, approved or consented to by any Interested Shareholder; or

      (4)   the  issuance or transfer by the Corporation  or  any
Subsidiary,  in  one transaction or a series of transactions,  of
any  Capital  Stock of any class or series of the Corporation  or
any  Subsidiary which has an aggregate Fair Market Value of  five
percent  (5%)  or  more of the total Fair  Market  Value  of  the
outstanding  shares of such class or series of Capital  Stock  of
the Corporation to any Interested Shareholder or any Affiliate or
Associate   of  any  Interested  Shareholder,  other   than   the
Corporation  or any of its Subsidiaries, except pursuant  to  the
exercise  of  warrants,  rights or options  to  subscribe  to  or
purchase shares of Capital Stock of such class or series offered,
issued or granted pro rata to all holders of the Capital Stock of
the  Corporation  of  such class or series or  any  other  method
affording substantially proportionate treatment to the holders of
Capital     Stock    of    such    class    or     series;     or
      (5)   any  reclassification  of securities  (including  any
reverse stock split), or recapitalization of the Corporation,  or
any  merger,  consolidation or share exchange of the  Corporation
with any of its Subsidiaries or any other transaction (whether or
not  with or otherwise involving an Interested Shareholder)  that
has  the  effect,  directly  or  indirectly,  of  increasing  the
proportionate share of any class or series of Capital  Stock,  or
any  securities  convertible into Capital Stock  or  into  equity
securities  of,  the  Corporation  or  any  Subsidiary,  that  is
beneficially owned by an Interested Shareholder or any  Affiliate
or Associate of any Interested Shareholder; or

      (6)  any agreement, contract or other arrangement providing
for  any  one  or more of the actions specified in the  foregoing
clauses (1) to (5).

      (b)   The term "Capital Stock" shall mean all capital stock
of  the  Corporation, and the term "Voting Stock" shall mean  all
Capital  Stock  which by its terms may be voted  on  all  matters
submitted to shareholders of the Corporation generally.

      (c)   The  term  "person" shall mean any individual,  firm,
company or other entity and shall include any group comprised  of
any  person  and any other person with whom such  person  or  any
Affiliate   or  Associate  of  such  person  has  any  agreement,
arrangement  or  understanding, directly or indirectly,  for  the
purpose  of  acquiring, holding, voting or disposing  of  Capital
Stock.

     (d)  The term "Interested Shareholder" shall mean any person
(other  than the Corporation or any Subsidiary of the Corporation
and  other  than any profit sharing, employee stock ownership  or
other employee benefit plan for the Corporation or any Subsidiary
or any trustee of or fiduciary with respect to any such plan when
acting  in  such  capacity) who (i) is the  beneficial  owner  of
Voting Stock representing ten percent (10%) or more of the  votes
entitled to be cast by the holders of all then outstanding shares
of  Voting  Stock;  or (ii) is an Affiliate or Associate  of  the
Corporation   and   at  any  time  within  the  two-year   period
immediately  prior  to the date in question  was  the  beneficial
owner  of Voting Stock representing ten percent (10%) or more  of
the  votes  entitled  to  be cast by  the  holders  of  all  then
outstanding shares of Voting Stock.

      (e)   A person shall be a "beneficial owner" of any Capital
Stock  (i)  which  such  person  or  any  of  its  Affiliates  or
Associates beneficially owns, directly or indirectly; (ii)  which
such  person or any of its Affiliates or Associates has, directly
or  indirectly, (A) the right to acquire (whether such  right  is
exercisable immediately or subject only to the passage of  time),
pursuant to any agreement, arrangement or understanding  or  upon
the  exercise of conversion rights, exchange rights, warrants  or
options  or otherwise, or (B) the right to vote pursuant  to  any
agreement,  arrangement or understanding, or  (C)  the  right  to
dispose  of  or  to  direct the disposition of  pursuant  to  any
agreement,  arrangement or understanding;  or  (iii)  which  such
person  or  any  of  its  Affiliates or Associates,  directly  or
indirectly,  has any agreement, arrangement or understanding  for
the  purpose of acquiring holding, voting or disposing, with  any
other  person  that  beneficially owns  or  whose  Affiliates  or
Associates  beneficially  own,  such  Capital  Stock.   For   the
purposes  of  determining  whether  a  person  is  an  Interested
Shareholder pursuant to subparagraph (d) of this paragraph 3, the
number of shares of Capital Stock deemed to be outstanding  shall
include  shares deemed beneficially owned by such person  through
application  of this subparagraph (e) of paragraph 3,  but  shall
not  include  any  other  shares of Capital  Stock  that  may  be
issuable pursuant to any agreement, arrangement or understanding,
or  upon  the exercise of conversion rights, warrants or options,
or   otherwise   to   any  person  other  than  such   Interested
Shareholder.

      (f)   The terms "Affiliate" and "Associate" shall have  the
respective  meanings ascribed to such terms in Rule  12b-2  under
the  Securities Exchange Act of 1934 (the "Act") as in effect  on
the  date  that this Article NINTH is approved by  the  Board  of
Directors  (the term "registrant" in such Rule 12b-2  meaning  in
this case the Corporation).

      (g)   The  term "Subsidiary" means any company of  which  a
majority of any class of equity security is beneficially owned by
the  Corporation; provided, however, that for the purposes of the
definition  of  Interested Shareholder set forth in  subparagraph
(d) of this paragraph 3, the term "Subsidiary" shall mean only  a
company  of which a majority of each class of equity security  is
beneficially owned by the Corporation.

      (h)  The term "Continuing Director" means any member of the
Board of Directors, while such person is a member of the Board of
Directors, who is not the Interested Shareholder with respect  to
a particular Business Combination or an Affiliate or Associate or
representative of such Interested Shareholder and was a member of
the  Board  of  Directors prior to the time that such  Interested
Shareholder  became an Interested Shareholder, and any  successor
of  a Continuing Director while such successor is a member of the
Board  of  Directors,  who is not an Affiliate  or  Associate  or
representative of such Interested Shareholder and is  recommended
or  elected  to succeed the Continuing Director by a majority  of
Continuing Directors.
      (i)  The term "Fair Market Value" means (i) in the case  of
cash,  the  amount of such cash; (ii) in the case of  stock,  the
highest  closing sale price during the 30-day period  immediately
preceding  the date in question of a share of such stock  on  the
Composite Tape for New York Stock Exchange Listed Stocks, or,  if
such  stock  is  not listed on such exchange,  on  the  principal
United  States securities exchange registered under  the  Act  on
which  such stock is listed, or, if such stock is not  listed  on
any such exchange, the highest closing bid quotation with respect
to  a share of such stock during the 30-day period preceding  the
date  in  question  on  the  National Association  of  Securities
Dealers,  Inc. Automated Quotations System or any similar  system
then  in  use, or if no such quotations are available,  the  fair
market value on the date in question of a share of such stock  as
determined  by  a  majority of the Continuing Directors  in  good
faith,  in each case as adjusted to reflect any applicable  stock
split,  stock  dividend,  subdivision  or  reclassification  with
respect  to  such stock; and (iii) in the case of property  other
than stock, the fair market value of such property on the date in
question  as  determined  in good faith  by  a  majority  of  the
Continuing Directors.

      (j)   The  term "Valuation Date" means: (i) for a  Business
Combination  voted upon by the shareholders of  the  Corporation,
the later of the day prior to the date of the shareholder vote or
the  date  twenty  (20)  days prior to the  consummation  of  the
Business  Combination;  and (ii) for a Business  Combination  not
voted  upon by shareholders, the date of the consummation of  the
Business Combination.

      (k)  In the event of any Business Combination in which  the
Corporation survives, the phrase "consideration other  than  cash
to  be  received" as used in subparagraphs (b)(1) and  (b)(2)  of
paragraph  2  of this Article NINTH shall include the  shares  of
Common  Stock and/or the shares of any other class or  series  of
Capital Stock retained by the holders of such shares.

      4.   A majority of the Continuing Directors shall have  the
power  and  duty  to determine for the purposes of  this  Article
NINTH, on the basis of information known to them after reasonable
inquiry,  (a) whether a person is an Interested Shareholder,  (b)
the  number  of  shares  of  Capital Stock  or  other  securities
beneficially  owned by any person, (c) whether  a  person  is  an
Affiliate  or Associate of another, (d) whether the  assets  that
are  the  subject  of  any  Business  Combination  have,  or  the
consideration  to  be received for the issuance  or  transfer  of
securities by the Corporation or any  Subsidiary in any  Business
Combination  has,  an aggregate Fair Market Value  in  an  amount
which is ten percent (10%) or more of the lesser of (i) the  Fair
Market  Value of the outstanding shares of Capital Stock  of  the
Corporation               as               of                such
time  or  (ii)  the Corporation's Net Worth and  (e)  such  other
matters  as  are  delegated  to the decision  of  the  Continuing
Directors  pursuant to any provision of this Article NINTH.   Any
such  determination  made  in good faith  shall  be  binding  and
conclusive on all parties.

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

     6.  The fact that any Business Combination complies with the
provisions  of  paragraph 2 of this Article NINTH  shall  not  be
construed   to   impose   any  fiduciary  duty,   obligation   or
responsibility on the Board of Directors, or any member  thereof,
to approve such Business Combination or recommend its adoption or
approval  to the shareholders of the Corporation, nor shall  such
compliance  limit, prohibit or otherwise restrict in  any  manner
the  Board  of Directors, or any member thereof, with respect  to
evaluations  of  or actions and responses taken with  respect  to
such Business Combination.

     7.  Notwithstanding any other provisions of this Certificate
of   Incorporation  or  the  By-Laws  of  the  Corporation   (and
notwithstanding  the  fact that a lesser percentage  or  separate
class  vote  may  be  specified  by  law,  this  Certificate   of
Incorporation or the By-Laws of the Corporation), the affirmative
vote of the holders of not less than eighty percent (80%) of  the
votes  entitled to be cast by the holders of all then outstanding
shares of Voting Stock, voting together as a single class,  shall
be  required  to  alter, amend or repeal any  provision  of  this
Article  NINTH or to adopt any other provision inconsistent  with
this Article NINTH.

      TENTH:   The  personal liability of  any  Director  to  the
Corporation or its shareholders for monetary damages  for  breach
of  duty  as  a Director is hereby limited to the amount  of  the
compensation received by the Director for serving the Corporation
during  the  year  of the violation if such breach  did  not  (a)
involve  a knowing and culpable violation of law by the Director,
(b)   enable  the  Director  or  an  associate,  as  defined   in
subdivision  (3)  of  Section 33-374d of the Connecticut  General
Statutes, to receive an improper personal economic gain, (c) show
a  lack  of good faith and a conscious disregard for the duty  of
the  Director to the Corporation under circumstances in which the
Director was aware that his or her conduct or omission created an
unjustifiable  risk  of serious injury to  the  Corporation,  (d)
constitute a sustained and unexcused pattern of inattention  that
amounted  to  an  abdication  of  the  Director's  duty  to   the
Corporation, or (e) create liability under Section 33-321 of  the
Connecticut General Statutes.  This provision shall not limit  or
preclude                                                      the
liability  of a Director for any act or omission occurring  prior
to  the  later  of  (i) October 1, 1989, or (ii)  the  date  this
provision  becomes  effective  by the  filing  of  a  certificate
amending the Certificate of Incorporation of the Corporation with
the  Secretary  of  the State of the State of  Connecticut.   Any
lawful   repeal  or  modification  of  this  provision   by   the
shareholders and the Board of Directors of the Corporation  shall
not  adversely  affect  any  right or protection  of  a  Director
existing at or prior to the time of such repeal or modification.