Exhibit 3.1

                   CERTIFICATE OF INCORPORATION

                                OF

                  WESTCOTT PRODUCTS CORPORATION

                            ARTICLE I.

     The name of the corporation is Westcott Products Corporation.

                           ARTICLE II.

     The registered office of the corporation in the State of Delaware is
located at the Corporation Trust Center, 1209 Orange Street in the city of
Wilmington, County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

                           ARTICLE III.

     The corporation is to have perpetual existence.

                           ARTICLE IV.

     The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                            ARTICLE V.

     The total number of shares of all classes of capital stock which the
corporation shall have authority to issue shall be 100,000,000, which shall
consist of 50,000,000 shares of Common Stock of the par value of one mill
($.001) per share, and 50,000,000 shares of Preferred Stock of the par value
of one cent ($.01) per share.

     The following is a statement fixing certain of the designations and
powers, voting powers, preferences, and relative, participating, optional or
other rights of the Preferred Stock and the Common Stock of the corporation,
and the qualifications, limitations or restrictions thereof, and the authority
with respect thereto expressly granted to the Board of Directors of the
corporation to fix any such provisions not fixed by this Certificate of
Incorporation:

     A.   Preferred Stock

     The Board of Directors is hereby expressly vested with the authority to
adopt a resolution or resolutions providing for the issue of authorized but
unissued shares of Preferred Stock, which shares my be issued from time to
time in one or more series and in such amounts as may be determined by the
Board of Directors in such resolution or resolutions.  The powers, voting
powers, designations, preferences, and relative, participating, optional or
other rights, if any, of each series of Preferred Stock and the
qualifications, limitations or restrictions, if any, of such preferences
and/or rights (collectively, the "Series Terms"), shall be such as are stated
and expresses in a resolution or resolutions providing for the creation or
revision of such Series Terms (a "Preferred Stock Series Resolution") adopted
by the Board of Directors or a committee of the Board of Directors to which
such responsibility is specifically and lawfully delegated.  The powers of the
Board with respect to the Series Terms of a particular series (any of which
powers, other than voting powers, may by resolution of the Board of Directors
be specifically delegated to one or more of its committees, except as
prohibited by law) shall include, but not be limited to, determination of the
following:

     (1)  The number of shares constituting that series and the distinctive
          designation of that series, or any increase or decrease (but not
          below the number of shares thereof then outstanding) in such
          number;

     (2)  The dividend rate on the shares of that series, whether such
          dividends, if any, shall be cumulative, and, if so, the date or
          dates from which dividends payable on such shares shall
          accumulate, and the relative rights of priority, if any, of
          payment of dividends on shares of that series;

     (3)  Whether that series shall have voting rights, in addition to the
          voting rights provided by law and, if so, the terms of such voting
          rights;

     (4)  Whether that series shall have conversion privileges with respect
          to shares of any other class or classes of stock or of any other
          series of any class of stock, and, if so, the terms and conditions
          of such conversion, including provision for adjustment of the
          conversion rates upon occurrence of such events as the Board of
          Directors shall determine;

     (5)  Whether the shares of that series shall be redeemable, and, if so,
          the terms and conditions of such redemption, including their
          relative rights of priority, if any, of redemption, the ate or
          dates upon or after which they shall be redeemable, provisions
          regarding redemption notices, and the amount per share payable in
          case of redemption, which amount may vary under different
          conditions and at different redemption dates;

     (6)  Whether that series shall have a sinking fund for the redemption
          or purchase of shares of that series and, if so, the terms and
          amount of such sinking fund;

     (7)  The rights of the shares of that series in the event of voluntary
          or involuntary liquidation, dissolution, or winding up of the
          corporation, and the relative rights of priority, if any, of
          payment of shares of that series;

     (8)  The conditions or restrictions upon the creation of indebtedness
          of the corporation or upon the issuance of additional Preferred
          Stock or other capital stock ranking on a parity therewith, or
          prior thereto, with respect to dividends or distribution of assets
          upon liquidation;

     (9)  The conditions or restrictions with respect to the issuance of,
          payment of dividends upon, or the making of other distributions
          to, or the acquisition or redemption of, shares ranking junior to
          the Preferred Stock or to any series thereof with respect to
          dividends or distribution of assets upon liquidation; and

     (10) Any other designations, powers, preferences, and rights,
          including, without limitation, any qualifications, limitations, or
          restrictions thereof.

     Any of the Series Terms, including voting rights, of any series may be
made dependent upon facts ascertainable outside the Certificate of
Incorporation and the Preferred Stock Series Resolution, provided that the
manner in which such facts shall operate upon such Series Terms is clearly and
expressly set forth in the Certificate of Incorporation or in the Preferred
Stock Series Resolution.

     Subject to the provisions of this Article V, shares of one or more
series of Preferred Stock may be authorized or issued from time to time as
shall be determined by and for such consideration as shall be fixed by the
Board of Directors or a designated committee thereof, in an aggregate amount
not exceeding the total number of shares of Preferred Stock authorized by this
Certificate of Incorporation.  Except in respect of series particulars fixed
by the Board of Directors or its committee as permitted hereby, all shares of
Preferred Stock shall be of equal rank and shall be identical.  All shares of
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 shall
be cumulative.

     B.  Common Stock

     1.  Dividends.  Subject to the provisions of any Preferred Stock Series
Resolution, the Board of Directors may, in its discretion, out of funds
legally available for the payment of dividends and at such times and in such
manner as determined by the Board of Directors, declare and pay dividends on
the Common Stock of the corporation.

     No dividend (other than a dividend in capital stock ranking on a parity
with the Common Stock or cash in lieu of fractional shares with respect to
such stock dividend) shall be declared or paid on any share or shares of any
class of stock or series thereof ranking on a parity with the Common Stock in
respect of payment of dividends for any dividend period unless there shall
have been declared, for the same dividend period, like proportionate dividends
on all shares of Common Stock then outstanding.

     2.  Liquidation.  In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary of involuntary, after payment
or provision for payment of the debts and other liabilities of the corporation
and payment or setting aside for payment of any preferential amount due to the
holders of any other class or series of stock, the holders of the Common Stock
shall be entitled to receive ratably any or all assets remaining to be paid or
distributed.

     3. Voting Rights.  Subject to any special voting rights set forth in any
Preferred Stock Series Resolution, the holders of the Common Stock of the
corporation shall be entitled to all meetings of shareholders to one vote for
each share of such stock held by them.

     C.   Prior, Parity or Junior Stock

     Whenever reference is made in this Article V to shares "ranking prior
to" another class of stock or "on a parity with" another class of stock, such
reference shall mean and include all other shares of the corporation in
respect of which the rights of the holders thereof as to the payment of
dividends or as to distributions in the event of a voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation are
given preference over, or rank on an equality with, as the case may be, the
rights of the holders of such other class of stock.  Whenever reference is
made to shares "ranking junior to" another class of stock, such reference
shall mean and include all shares of the corporation in respect of which the
rights of the holders thereof as to the payment of dividends and as to
distributions in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the corporation are junior and
subordinate to the rights of the holders of such class of stock.

     Except as otherwise provided herein or in any Preferred Stock Series
Resolution, each series of Preferred Stock ranks on a parity with each other
and each ranks prior to the Common Stock.  Common Stock ranks junior to the
Preferred Stock.

     D.  Liquidation.

     For the purposes of Section 2 of Section B of this Article V and for the
purpose of the comparable sections of any Preferred Stock Series Resolution,
the merger or consolidation of the corporation into it, or the sale, lease, or
conveyance of all or substantially all the assets, property or business of the
corporation, shall not be deemed to be a liquidation, dissolution or winding
up of the corporation.

     E.  Reservation and Retirement of Shares

     The corporation shall at all times reserve and keep available, out of
its authorized but unissued shares of Common Stock or out of shares of Common
Stock held in its treasury, the full number of shares of Common Stock into
which all shares of any series of Preferred Stock having conversion privileges
from time to time outstanding are convertible.

     Unless otherwise provided in a Preferred Stock Series Resolution with
respect to a particular series of Preferred Stock, all shares of Preferred
Stock redeemed or acquired (as a result of conversion or otherwise) shall be
retired and restored to the status of authorized by unissued shares.

     F.  Repurchases of Capital Stock

     The corporation may, without shareholder approval, purchase, directly or
indirectly, its own shares to the extent of the aggregate of its unrestricted
capital surplus and unrestricted reduction surplus.

                           ARTICLE VI.

     Anything else in this Certificate of Incorporation to the contrary
notwithstanding, cumulative voting for the election of directors or for any
other purpose is prohibited.

                           ARTICLE VII.

     No stockholder of the corporation shall by reason of the holding shares
of any class of stock have any preemptive or preferential right to purchase or
subscribe to any shares of any class of stock 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 issuance
of any such shares, or such notes, debentures, bonds or voting rights of such
stockholder, other than such rights, if any, as the board of directors in its
discretion may fix.

                          ARTICLE VIII.

     (a)  The corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such action, suite or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.  The termination of any
action, suite or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.

     (b)  This corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only
to the extent that the Court of Chancery of the State of Delaware or the court
in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnify for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c)  To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceedings referred to in subsections (a) and (b), or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him
in connection therewith.

     (d)  Any indemnification under subsections (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has net
the applicable standard of conduct set forth in subsections (a) and (b).  Such
determination shall be made (1) by the board of directors by a majority vote
of a quorum consisting of directors who were not parties to such action, suit
or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable
a quorum of disinterested directors so directs, by independent legal counsel
in a written opinion, or (3) by the stockholders.

     (e)  Expenses incurred in defending a civil or criminal action, suite or
proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding only upon a vote of a majority of
disinterested directors after their receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount unless


class of stockholders of the corporation, as the case may be, and also on the
corporation.

                            ARTICLE X.

     The Board of Directors is expressly authorized to make, alter, or repeal
the Bylaws of the corporation or to adopt new Bylaws.

                           ARTICLE XI.

     The names and addresses of the persons who are to serve as directors
until the first annual meeting of the stockholders and until their successors
are elected and qualified are:

          Name                          Address

     James A. Lee             230 Westcott
                              Houston, Texas 77007

     N. W. Gilbreath               230 Westcott
                              Houston, Texas 77007

     Warren E. Clark               230 Westcott
                              Houston, Texas 77007

     Richard Parker           230 Westcott
                              Houston, Texas 77007

                           ARTICLE XII.

     The name and mailing address of the incorporator is:

          Name                          Address

     Lynne A. Townsend             4200 InterFirst Plaza
                              Houston, Texas 77002

     IN WITNESS WHEREOF, the undersigned, being the incorporatot hereinbefore
named, for the purpose of forming a corporation pursuant to the General
Corporation Law of Delaware, does hereunto set her hand this 19th day of June,
1986.


                         /s/Lynne A. Townsend
                         -----------------------------
                         Lynne A. Townsend

THE STATE OF TEXAS       S
                         S
COUNTY OF HARRIS         S

     BE IT REMEMBERED, that on this 19th day of June, 1986, personally came
before me, a Notary Public in and for Harris County, Texas, LYNNE A. TOWNSEND,
who being duly sworn, acknowledged that she is the person who signed the
foregoing Certificate of Incorporation as incorporator, and that the facts
therein stated are true.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE this 19th day of June, 1986



                              /S/Angela Troth
                              ---------------------------
                              Notary Public in and for the
                              State of Texas

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