<PAGE>52                                                          EXHIBIT 3.1


                          CERTIFICATE OF INCORPORATION
                                       OF
                      THE BUREAU OF NATIONAL AFFAIRS, INC.
                              ------------------
                                    ARTICLE I
                                      NAME
            The name of this Corporation is THE BUREAU OF NATIONAL AFFAIRS, INC.
                                   ARTICLE II
                        PRINCIPAL OFFICE; RESIDENT AGENT
            The principal  office of the Corporation in the State of Delaware is
located  at 100 West  Tenth  Street,  in the city of  Wilmington,  County of New
Castle.  Its resident agent is the  CORPORATION  TRUST  COMPANY,  100 West Tenth
Street, Wilmington, Delaware.*<F12>

                                   ARTICLE III
                   NATURE OF BUSINESS; OBJECTS AND PURPOSES
            The nature of the  business  of the  Corporation,  and the objects
and purposes to be transacted,  promoted and carried on, are to do any or all of
the things hereinafter mentioned, as principal,  agent,  contractor,  trustee or
otherwise,  within or without  the State of  Delaware,  as fully and to the same
extent as natural persons might or could do, and in any part of the world, viz:
            SECTION 1. To purchase and otherwise acquire,  own, print,  publish,
circulate,  manage, control and operate newspapers,  news bulletins,  magazines,
trade,   business  and  professional   journals,   and  other  publications  and
periodicals.
            SECTION 2. To gather,  assemble,  prepare, edit, and disseminate (by
publication,  telegraph,  telephone, radio, mail, messenger, or otherwise) news,
editorials,   news   editorials,   special  and  feature   articles,   cartoons,
illustrations,  newspaper  correspondence,  reports,  opinions,  special written
material of industry, labor and the legal profession,  and other reading matter.
            SECTION 3.To purchase,lease and otherwise acquire, to own, hold deal
in, mortgage  or  otherwise lien, and to sell, let,  exchange, convey, or in any
manner whatever dispose of any real and personal property,  franchises and other
rights  and  property of every  class and  description; to pay for any property,
rights or privileges acquired by  the  Corporation  in  cash,  services,  stock,
bonds, debentures or notes of the Corporation or otherwise.
            SECTION 4. To acquire the good will,  rights,  business and real and
personal  property,  and to  undertake  the whole or any part of the  assets and
liabilities,  of any person,  firm,  association or corporation;  to pay for the
same in cash, services,  stock, bonds, debentures, or notes of this Corporation,
or otherwise; to hold, use and in any matter dispose of the whole or any part of
the property so purchased; to conduct in any lawful manner the whole or any part
of any business or businesses so acquired;  and to exercise all powers necessary
or convenient in and about the conduct and management of such business.
            SECTION 5. To guarantee,  purchase or otherwise acquire, hold, sell,
assign,  mortgage,  pledge or otherwise dispose of, shares of the capital stock,
bonds  or  other  evidences  of  indebtedness,  and  other  securities  of other
corporations, and while the holder of such securities to exercise all the rights
and  privileges of ownership,  including the right to vote thereon,  to the same
extent as a natural person might or could do.
            SECTION 6. To purchase,  hold, cancel, sell, reissue,  transfer, and
otherwise  acquire and dispose of, and, in general,  trade and deal in and with,
the capital stock of this Corporation from time to time, to such extent, in such
manner and upon such terms as the Board of Directors may determine.
            SECTION  7. To  apply  for,  obtain,  register,  purchase,  lease or
otherwise  acquire,  and to own, use, sell or in any manner  dispose of, any and
all  trade-marks,   distinctive  marks,   patents,   inventions,   improvements,
processes,  formulas,  copyrights,  know-how,  and other  rights;  and to grant,
acquire,  use,  exercise and otherwise turn to account licenses under any of the
foregoing.
            SECTION 8. To enter into,  make and perform  contracts of every kind
for any lawful purpose, with any person, firm, association or corporation,  body
politic or governmental  agency;  and with any officer,  director or employee of
this Corporation.
            SECTION  9.  To  borrow  money  for  any  of  the  purposes  of  the
Corporation,  and to draw, make,  accept,  endorse,  discount,  execute,  issue,
negotiate,  sell, pledge or otherwise dispose of promissory notes, drafts, bills
of exchange, warrants, bonds, debentures and other negotiable or non-negotiable,
transferable or non-transferable instruments and evidences of indebtedness;  and
to secure the payment  thereof and the  interest  thereon by mortgage or pledge,
conveyance  or  assignment  in trust,  of the  whole or any part of the  income,
profits,  tangible or intangible property, or other assets of the Corporation at
the time owned or thereafter acquired.
            SECTION  10.  To have one or more  offices, to conduct any or all of
its operations and  business, and to promote its  objects, within or without the
State of Delaware, without restrictions as to place or amount.
<PAGE>53
            SECTION  11. To merge,  amalgamate  and  consolidate  with any other
corporation  having  objects in whole or in part  similar to the objects of this
Corporation; and to organize, promote, manage, control maintain and to dissolve,
marge, or consolidate one or more subsidiary corporations.
            SECTION  12. In general to have and  exercise  all of the powers and
privileges  conferred  by the laws of the State of  Delaware  upon  corporations
formed  under the General  Corporation  Law of  Delaware,  and to exercise  such
incidental  powers as shall be  necessary  to the  exercise of any of the powers
conferred upon this Corporation herein or by any provision of law.
      The objects and purposes specified herein shall be regarded as independent
objects and purposes and, except where otherwise  expressed,  shall be in no way
limited or restricted  by reference to or inference  from the terms of any other
clause or paragraph of this Certificate of Incorporation.
     The  provisions  of this  Article  shall be  construed  both as objects and
powers;  and the  foregoing  enumeration  thereof  shall not be held to limit or
restrict in any manner the general powers  conferred on this  Corporation by the
laws of the State of Delaware.
                                   ARTICLE IV
                                  CAPITAL STOCK
            SECTION 1. The total number of shares of stock which the Corporation
is  authorized to issue is sixty-five  million  (65,000,000)  divided into three
classes:  One class  designated as Class A common shares shall consist of thirty
million  (30,000,000)  shares, $1.00 par value per share and with voting rights,
another  class  designated  as Class B common  shares  shall  consist  of thirty
million  (30,000,000)  shares,  $1.00 par value  per  share and  without  voting
rights,  and a third class  designated as Class C common shares shall consist of
five million  (5,000,000)  shares,  $1.00 par value per share and without voting
rights.
      Each share of issued  Class A common stock of the  Corporation,  including
treasury  stock,  as of September  23, 2001,  shall be and hereby is, as of that
date,  changed into and  reclassified  as five (5) shares of such Class A common
stock,  and  each  share of  issued  Class B  common  stock of the  Corporation,
including  treasury stock, as of September 23, 2001,  shall be and hereby is, as
of that date,  changed into and  reclassified as five (5) shares of such Class B
common stock,  and each share of issued Class C common stock of the Corporation,
including  treasury stock, as of September 23, 2001,  shall be and hereby is, as
of that date, changed into and reclassified as five (5) shares of Class C common
stock. The aggregate amount of capital represented by the issued shares of stock
of the Corporation after this change and reclassification shall be the aggregate
par value of all  issued  shares of the  stock of the  Corporation.  In order to
effectuate this change and reclassification, holders of issued shares of Class A
common  stock shall be entitled to receive  four (4)  additional  shares of such
Class A common  stock for every one (1) share of such Class A common  stock held
by them,  and holders of issued shares of Class B common stock shall be entitled
to receive four (4) additional shares of such Class B common stock for every one
(1) share of such Class B common stock held by them, and holder of issued shares
of Class C common stock shall be entitled to receive four (4) additional  shares
of such Class C common stock for every one (1) of such Class C common stock held
by them.<F40>
            SECTION  1A.<F14> The  capital stock of the  Corporation  shall have
the powers, preferences and  rights  and  be  subject  to  the   qualifications,
limitations, and restrictions set forth below:
            1. The Class A stock of the  Corporation  shall be  issued,  at such
price as the Board of Directors shall from time to time prescribe by resolution,
only to persons who are  officers or employees  of the  Corporation  and possess
such  other  qualifications  as the Board of  Directors  shall from time to time
prescribe by  resolution or to trustees  designated  or appointed  under a stock
bonus plan of the  Corporation:  Provided,  however,  that said shares  shall be
issued for money only,  except as issued  pursuant to the  provisions of a stock
bonus plan of the Corporation.
            2. The Class B common stock of the Corporation  shall be issued only
in exchange for Class A stock:  (a) to officers or employees of the  Corporation
upon retirement because of age or disability,  or (b) upon the death of officers
or employees of the  Corporation,  to the estates of such officers or employees,
to the dependents of such officers or employees:  Provided that death occurs (i)
while the  officers or  employees  are in the service of the  Corporation  or on
military or disability leave, or (ii) within 90 days after retirement because of
age or disability.
            The  exchange of Class A stock for Class B stock shall be on a share
for share basis.
            An election to exercise  such right of exchange  shall be made by so
notifying the Secretary of the Corporation in writing at the following times:
                        (a)  In  the  case  of an  officer  or  employee  of the
                  Corporation  entitled  to  exchange  Class A stock for Class B
                  stock  upon   retirement,   within   ninety  (90)  days  after
<PAGE>54
                  retirement,  and in the case of anyone  entitled  to  exchange
                  Class A stock  for  Class B stock  upon the death of a retired
                  officer or  employee,  within one  hundred  eighty  (180) days
                  after death of such officer or employee.
                        (b) In the case of anyone  entitled to exchange  Class A
                  stock  for  Class B stock  upon  the  death of an  officer  or
                  employee  of  the  Corporation  while  in the  service  of the
                  Corporation  or on military or  disability  leave,  within one
                  hundred eighty (180) days after such death.
Where the exchange  involves  stock  distributed  to a qualified  person under a
stock bonus plan of the  Corporation,  the aforesaid  90-day and 180-day periods
for notification shall begin to run upon distribution.
                  In the event that a holder of Class A stock elects to exercise
a right to  exchange  such  stock  for  Class B stock  and that at such time the
Corporation  does not have  available  authorized  Class B stock  with  which to
effectuate  such exchange,  said holder of Class A stock shall be so informed by
the  Corporation  and such Class A stock may be retained  by the holder  thereof
until  receipt  of  notification  for the  Corporation  that Class B stock is so
available. Upon receipt of such notification from the Corporation,  the exchange
shall be  promptly  effected;  Provided  that  nothing  contained  herein  shall
preclude such holder of Class A stock prior to receipt of such notification from
the Corporation from tendering any or all of such shares of Class A stock (a) to
the  Corporation  for  purchase  by it in  accordance  with  Paragraph 4 of this
Article or (b) for  purchase  in  accordance  with the  provisions  of the Stock
Purchase and Transfer Plan of the Corporation.<F16>
            3. No fractional  shares of stock may be subscribed  for,  issued or
exchanged,  except as the Board of Directors may by  resolution  determine to be
necessary  or  advisable  in the  effectuation  of a  stock  bonus  plan  of the
Corporation.  The Board of  Directors  may, in its  discretion,  provide for the
payment of a sum of money to cover fractional interest arising from an exchange,
redemption, or acquisition of stock by the Corporation.
            4. Any holder of Class A stock may at any time, by written notice to
the Secretary of the Corporation,  tender any or all his shares of such stock to
the  Corporation for purchase by it. The Board of Directors may accept or reject
such  tender,  in whole or in part;  and if it  accepts  the  tender or any part
thereof,  the  Corporation  shall  purchase the shares of stock so accepted at a
price per share  determined  in accordance  with the  provisions of Paragraph 10
hereof,  as of the  date  of  tender.  Where  shares  are  tendered  by  several
stockholders,  the Board of Directors may accept all or any part thereof,  as it
deems proper,  either in the  chronological  order of tender,  or according to a
percentage of all shares  tendered,  or by any combination of these methods,  at
its  discretion.  If the Board of  Directors  rejects such tender in whole or in
part, the shares may be transferred to any person whatsoever,  subject, however,
to the provision of Paragraph 6 hereof.
            5. In the event of (i) the  resignation,  retirement,  dismissal  or
death of any officer or employee of the  Corporation who owns any share of Class
A stock or the  distribution  of shares of Class A stock of the Corporation by a
trustee under any stock bonus plan of the  Corporation,  the  Corporation  shall
have the exclusive  right (subject to the provisions of Paragraph 2 hereof,  the
Stock Purchase and Transfer Plan of the Corporation, and any applicable Optional
Agreement  executed  pursuant to the By-Laws of the Corporation) for a period of
ninety (90) days from the  occurrence  of such event to purchase any or all such
stock so owned or distributed. If the Board of Directors elects to exercise such
right of purchase,  it shall so notify the stockholder or his  representative or
the said  distributee  under a stock bonus plan of the  Corporation  within said
period of ninety  (90) days by written  notice  sent to the  stockholder  or his
representative at the address of the stockholder as it appears on the records of
the Administrative Committee established  under the stock  bonus  plan,<F17> and
within not more than one (1) year after such  exercise of its right to purchase,
the Corporation shall pay the said stockholder or his representative or the said
distributee a price per share  determined in accordance  with the  provisions of
Paragraph 10 hereof,  as of the date of such separation or such distribution and
with interest at the rate of six percentum  (6%) per annum from the date of such
purchase until the date of payment.  Upon the exercise by the Corporation of its
right to purchase any such shares of common stock,  the said  stockholder or his
representative or the said distributee shall have no further rights, privileges,
or powers in respect of such stock.  If payment of the  purchase  price for such
shares  is not  made  by the  Corporation  at the  time of  such  purchase,  the
Corporation  shall within a reasonable time thereafter  issue to the stockholder
or  his   representative  or  the  distributee  a  note  or  other  evidence  of
indebtedness  fixing  the  amount  to be paid  by the  Corporation  pursuant  to
Paragraph 10 hereof and bearing  interest at the rate of six percentum  (6%) per
annum  from  the  date of  purchase  to the  date of  payment.  If the  Board of
Directors  elects not to exercise such right of purchase  within the said period
of ninety (90) days,  the shares may be retained  or  transferred  to any person
whatsoever, subject, however, to the provisions of Paragraph 6 hereof.
<PAGE>55
            6. The  transfer  of shares of Class A stock to any person  shall be
subject to a continuing  right of the Corporation to purchase any or all of said
shares in the event  that,  and at such times as, any or all of such  shares are
presented  for  transfer,  and the price  payable  by the  Corporation  shall be
determined in accordance  with the provisions of Paragraph 10 hereof,  as of the
date of presentation for transfer.
            7. Any holder of Class B stock may at any time, by written notice to
the Secretary of the Corporation,  tender any or all his shares of such stock to
the  Corporation for purchase by it. The Board of Directors may accept or reject
such  tender,  in whole or in part;  and if it  accepts  the  tender or any part
thereof,  the  Corporation  shall  purchase the shares of stock so accepted at a
price per share  determined  in accordance  with the  provisions of Paragraph 11
hereof,  as of the  date  of  tender.  Where  shares  are  tendered  by  several
stockholders,  the Board of Directors may accept all or any part thereof,  as it
deems proper,  either in the  chronological  order of tender,  or according to a
percentage of all shares  tendered,  or by any combination of these methods,  at
its  discretion.  If the Board of Directors  rejects such tender or in part, the
shares may be transferred or any person  whatsoever,  subject,  however,  to the
provisions of Paragraph 8 hereof.
            8. Except in the case of a transfer  upon death of shares of Class B
stock to the estate,  dependents or persons that are the natural  objects of the
bounty of a retired  officer or  employee  who  exchanged  his Class A stock for
Class B stock,<F18> the transfer of shares of Class B  stock to any person shall
be subject to a continuing  right of  the  Corporation to purchase any or all of
said shares in the event that, and at such  times as, any or all of such  shares
are presented for transfer, and the price payable by the Corporation  shall be a
price per share  determined  in accordance  with the  provisions of Paragraph 12
hereof, as of the date of presentation for transfer.
            9. The  Corporation  shall  have the right at any time (a) after the
expiration  of eight (8) years  from the date of  retirement  of an  officer  or
employee or one (1) year after the death of such  retired  officer or  employee,
whichever of the two periods is longer, to redeem from the holder thereof all or
any part of the  outstanding  shares  of Class B stock  issued  to such  retired
officer or  employee,  and (b) after the  expiration  of with (8) years from the
date of death  of an  officer  or  employee  (i)  while  in the  service  of the
Corporation  or on military or  disability  leave or (ii) who died within ninety
(90) days after retirement, to redeem from the holder thereof all or any part of
the outstanding  shares of Class B stock issued in exchange for Class A stock to
the estate,  dependents, or persons who are the natural objects of the bounty of
such employee or officer.  If the  Corporation  elects to exercise such right of
redemption, it shall so notify the holder of the Class B stock by written notice
sent to the  address  of such  holder as it  appears  on the stock  books of the
Corporation  and, upon such exercise by the  Corporation  of its right to redeem
any of such  shares of Class B stock,  the said  holder  shall  have no  further
rights,  privileges,  or powers in respect of such stock. The Corporation  shall
make  payment  for the  shares  redeemed  at a price  per  share  determined  in
accordance  with  the  provisions  of  Paragraph  13  hereof,  as of the date of
redemption.<F19>
            10. The price to be paid by the  Corporation for any shares of Class
A stock acquired by it under Paragraphs 4, 5 or 6 hereof shall be the book value
per  outstanding  share at the close of the next  preceding  calendar  year,  as
determined  by  independent  auditors:  Provided  that  if the  book  value  per
outstanding  share,  as so determined,  exceeds ten times the average annual net
earnings  per  outstanding  share,  if any,  of the  Corporation  (after  taxes,
including  income  taxes),  for the next  preceding  three  calendar  years,  as
determined by independent auditors,  then the price shall be the average of such
two figures  (book value and ten times  average net  earnings)  per  outstanding
share.
            11. The price to be paid by the  Corporation for any shares of Class
B stock acquired by it pursuant to tender under Paragraph 7 hereof shall be:
                  (a) the price in  effect  for  purchase  and sale of shares of
Class A stock of the  Corporation  under the Stock Purchase and Transfer Plan of
the Corporation,  if tender is made prior to the time that the Corporation shall
first have the right under  Paragraph 9 hereof to redeem such Class B stock from
the holder thereof; or
                  (b) the price  determined for the purchase of Class A stock in
            accordance with the provisions of Paragraph 10 hereof,  if tender is
            made at a time  when the  Corporation  shall  have the  right  under
            Paragraph  9 hereof to redeem  such  Class B stock  from the  holder
            thereof.<F20>
            12.  Except as provided for in  Paragraph 14 hereof, the price to be
paid by the  Corporation  for any share of  Class  B  stock acquired by it under
Paragraph 8 hereof shall be:
                  (a) the price in effect for the purchase and sale of shares of
            Class A stock  of the  Corporation  under  the  Stock  Purchase  and
            Transfer  Plan of the  Corporation,  if the stock is  presented  for
<PAGE>56
            transfer at a time when the  Corporation  shall have the right under
            Paragraph  9 hereof to redeem  such  Class B stock  from the  holder
            thereof; or
                  (b) the price  determined for the purchase of Class A stock in
            accordance with the provisions of Paragraph 10 hereof,  if the stock
            is presented for transfer at a time when the Corporation  shall have
            the right under Paragraph 9 hereof to redeem such Class B stock from
            the holder  thereof.<F21>
            13.  Except as provided  for in Paragraph 14 hereof, the price to be
paid  by  the  Corporation  for any share of Class B  stock acquired by it under
Paragraph 9 hereof shall be a price determined for the purchase of Class A stock
in accordance with the provisions of Paragraph 10 hereof.
            14. If the  Corporation  shall refuse a tender of Class B stock made
pursuant to the  provisions of Paragraph 7 hereof within six months prior to the
time at which the  Corporation  shall  first have the right  under  Paragraph  9
hereof to redeem  such Class B stock from the  holder  thereof,  the price to be
paid by the Corporation upon acquisition thereafter of such Class B stock either
under the  provisions of Paragraph 8 or Paragraph 9 hereof shall be the price in
effect at the time of  acquisition  for the purchase and sale of a Class A stock
under the Stock Purchase and Transfer Plan of the Corporation.<F22>
            15. Except as provided in this Article IV,<F23>in the Stock Purchase
and Transfer Plan of the Corporation,  or in any applicable  Optional  Agreement
executed  pursuant to the By-Laws of the  Corporation,  no share of stock may be
transferred or pledged without the written consent or authorization of the Board
of Directors or of such officer as may be designated by it to grant such consent
or authorization.
            16. All transfers of stock of the Corporation shall be made upon its
books by the person  named in the  certificate  or by his  lawfully  constituted
representative, and upon surrender of the certificate for cancellation.
            17. The Corporation  shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof,  and shall not be
bound to recognize  any  equitable or other claims to or interest in such shares
on the part of any other  person,  whether or not it shall have express or other
notice thereof, save as expressly provided by the laws of Delaware.
            18. At each meeting of stockholders,  each stockholder entitled to a
vote thereat  shall have one vote for each share of Class A stock  registered in
his name on the books of the Corporation.
            19. The registered owner of each share of stock shall be entitled to
dividends  as declared by the Board of  Directors.  The holders of Class A stock
and Class B stock  shall be entitled to  participate  ratably,  share for share,
without  preference of either class over the other in all dividends  when and as
declared by the Corporation.
            20. The holders of Class A stock and Class B stock shall be entitled
to participate ratably,  share for share, and without preference of either class
over the other in the event of dissolution of, or any distribution of the assets
of, the Corporation.
            21.  The  authorized  stock of the  Corporation  shall  be  offered,
subscribed for, issued, sold or exchanged in the District of Columbia and may be
offered,  subscribed for,  issued,  sold or exchanged in such State or States as
Counsel for the Corporation, by written opinion to the Board of Directors, shall
declare to be legally open to such  offering,  subscription,  issuance,  sale or
exchange.<F14>
            22. The words "officers or employees of the  Corporation" as used in
this  Section  1A shall mean  officers  or  employees  of this  Corporation  and
officers or employees of any subsidiary  corporation eighty (80) percent or more
of whose stock is owned by this Corporation.<F25>
            23. The Class C common stock of the  Corporation  may be issued only
in  exchange  for  Class A stock to  officers  or  employees  of any  subsidiary
corporation,  eighty  (80)  percent  or more of  whose  stock  is  owned  by the
Corporation, or to the officers or employees of the Corporation assigned to such
a  subsidiary  corporation,  upon the  disposition  of that  subsidiary  or upon
reduction of the Corporation's stock ownership to less than eighty (80) percent.
The  exchange  of Class A stock for Class C stock shall be at the option of such
officer and  employee  and shall be on a share for share  basis.  An election to
exercise  such right of exchange  shall be made by so notifying the Secretary of
the  Corporation  in writing by the later of July 19, 1986,  or ninety (90) days
after the disposition or reduction.
      Any  holder  of Class C stock may at any time,  by  written  notice to the
Secretary  of the  Corporation,  tender  any or all  shares of such stock to the
Corporation for purchase by it. The Board of Directors may accept or reject such
tender,  in whole or in part;  and if it accepts the tender or any part thereof,
the  Corporation  shall purchase the shares of Class A stock of the  Corporation
under the Stock Purchase and Transfer Plan of the  Corporation.  If the Board of
Directors rejects such tender in whole or in part, the shares may be transferred
to any  person  whomsoever,  subject,  however,  to a  continuing  right  of the
Corporation  to purchase  any and all of said  shares in the event that,  and at
<PAGE>57
such times as any or all of such  shares are  presented  for  transfer,  and the
price payable by the  Corporation  shall be the price in effect for the purchase
and  sale of Class A stock of the  Corporation  under  the  Stock  Purchase  and
Transfer Plan of the Corporation.
      The Corporation shall have the right to redeem from the holder thereof all
or any part of the  outstanding  shares of Class C stock (a) one (1) year  after
the death of the officer or employee,  or (b) ninety (90) days after the officer
or  employee  has held the Class C stock for the number of years equal to his or
her years of  service  as an  officer  or  employee  of the  Corporation  or the
subsidiary  company while the  subsidiary was owned at least eighty (80) percent
by the Corporation,  whichever shall first occur. Prior to exercising such right
of redemption,  the Corporation  shall notify the holder of the Class C stock by
written notice to the address of such holder as it appears on the stock books of
the Corporation in accordance with the previous  paragraph.  If the holder fails
to tender the  shares,  the  Corporation  may  exercise  the right to redeem the
outstanding shares of Class C stock at a price per share equal to the book value
per  outstanding  share at the close of the next  preceding  calendar  year,  as
determined by  independent  auditors,  and the said holder shall have no further
rights, privileges, or powers in respect of such stock.
            Notwithstanding   any  other   provision  in  this   Certificate  of
Incorporation,  the holders of Class C stock  shall be  entitled to  participate
ratably,  share for share, and without  preference of one class over the others,
in all  dividends  when and as declared by the  Corporation.  Holders of Class C
stock shall be entitled to  participate  ratably with the holders of Class A and
Class B stock,  share for share,  and without  preference  of one class over the
others,  in the event of dissolution  of, or any  distribution of the assets of,
the Corporation.<F37>
            SECTION  2.  No  stockholder  of  the  Corporation  shall  have  any
pre-emptive,  preferential  or other special right of subscription to any shares
of its capital stock now or hereafter authorized, nor to any shares acquired and
reissued by the Corporation.
            SECTION 3. The Board of  Directors  is hereby  authorized  to fix by
resolution or  resolutions  the  designations  and powers,  preferences  and the
rights of the stock of the Corporation, and the qualifications,  limitations, or
restrictions  in respect  thereof,  to the extent that the same are not fixed in
the Certificate of Incorporation.<F9>
                                   ARTICLE V<F1>
                                 INITIAL CAPITAL
            The minimum amount of capital with which the Corporation shall begin
business is One Thousand Dollars ($1,000.00).
                                   ARTICLE VI<F2>
                                  INCORPORATION
The name and place of residence of each of the Incorporators are as follows:
            NAME                                      RESIDENCE
            ----                                      ---------
      Charles B. Bishop       ....              Wilmington, Delaware
      E. G. Boyle             ....              Wilmington, Delaware
      E. P. Clark             ....              Wilmington, Delaware
                                  ARTICLE VII<F3>
                                    DURATION
            The Corporation is to have perpetual existence.
                                  ARTICLE VIII<F4>
                            LIABILITY OF STOCKHOLDERS
            The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatever.
                                   ARTICLE IX<F5>
                          POWERS OF BOARD OF DIRECTORS
            In furtherance and not in limitation of powers conferred by statute,
the Board of Directors is expressly authorized and empowered:
            SECTION 1.  To make, alter, amend and repeal the By-Laws.
            SECTION 2. To fix the amount to be  reserved  as working  capital;
to set  apart out of any of the  funds  available  for  dividends  a reserve  or
reserves for any proper  purpose,  and to alter or abolish any such reserve;  to
authorize  and cause to be executed  mortgages  and liens upon the  property and
franchises of this Corporation.
            SECTION 3. From time to time, to fix the consideration for which the
stock of the  Corporation  may be issued,  repurchased by the  Corporation,  and
reissued.
            SECTION  4.  From time to time,  to  determine  whether  and to what
extent and at what times and places and under what  conditions  and  regulations
the accounts and books of this Corporation  (other than the stock ledger) 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 this
Corporation  except as  conferred  by law or  authorized  by  resolution  of the
stockholders or the Board of Directors.
<PAGE>58
            SECTION 5. To designate,  by resolution  passed by a majority of the
whole Board of  Directors,  an Executive  Committee and other  committees,  each
consisting  of two or more  directors,  which  to the  extent  provided  in such
resolution  or in the  By-Laws,  shall have and may  exercise  any or all of the
powers of the Board of Directors in the  management  of the business and affairs
of this  Corporation,  and  shall  have  power  to  authorize  the  seal of this
Corporation to be affixed to all papers which may require it.
            SECTION 6. To  designate  two or more  officers or  employees of the
Corporation to constitute an Executive Board to serve in an advisory capacity to
the Board of Directors or the Executive Committee,  and to do such things as the
Board of Directors may by resolution authorize, subject to approval by the Board
of Directors or the Executive Committee.
            SECTION 7. With the consent or approval of the holders of at least a
majority of the stock issued and outstanding,  to sell, lease or exchange all of
the  property  and assets of the  Corporation,  including  its good will and its
corporate franchise.
            SECTION  8. In  addition  to the powers  and  authorities  expressly
conferred  upon them herein or by law, to exercise such powers as may be granted
to them in the By-Laws.
            SECTION 9. If the By-Laws so  provide,  to hold their  meetings,  to
have one or more offices,  and to keep the books of the Corporation  (subject to
the provisions of the statutes)  outside of the State of Delaware at such places
as may from time to time be  designated  by the By-Laws or by  resolution of the
Board of Directors.
                                   ARTICLE X<F6>
                 REORGANIZATION; COMPROMISES AND ARRANGEMENTS
            Whenever a  compromise  or  arrangement  is proposed  between this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any creditor or stockholder  thereof,  or on the
application of any receiver or receivers  appointed for this  Corporation  under
the provisions of Section 3883 of the Revised Code of 1915 of said State,  or on
the  application  of trustees  in  dissolution  or of an  receiver or  receivers
appointed for this Corporation under the provisions of Section 43 of the General
Corporation  Law of the State of Delaware,  order a meeting of the  creditors or
class of creditors,  and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said Court
directs.  If a  majority  in number  representing  three-fourth  in value of the
creditors  or  class  of  creditors,  and/or  of the  stockholders  or  class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise  or  arrangement,  the said  compromise or  arrangement  and the said
reorganization  shall, if sanctioned by the Court to which the said  application
has been made, be binding on all the creditors or class of creditors,  and/or on
all the stockholders or class of stockholders,  of this Corporation, as the case
may be, and also on this Corporation.

                                   ARTICLE XI<F7>
                                   AMENDMENTS
            SECTION 1.<F34>This Corporation reserves the right to amend,  change
or repeal any provision contained in this Certificate of  Incorporation,  in the
manner  now or  hereafter  prescribed  by law,  and all  rights  conferred  upon
officers,  directors  and  stockholders  herein  are  granted  subject  to  this
reservation.
            SECTION 2. 1. No amendment to this  Certificate of  Incorporation or
the  Corporation's  By-Laws,  nor any other action taken by, or on behalf of the
Corporation,  that would  permit the  purchase  of voting  stock,  or that would
remove any  restriction  against the purchase of voting stock by any nonemployee
entity shall be of any effect,  except upon an  affirmative  vote of at least 90
percent of the Corporation's issued and outstanding voting stock.
            2. The  preceding  subsection  1.  shall not apply in the case of an
amendment or other action taken  pursuant to a  contractually  binding  offer to
purchase,  for cash, all the Corporation's  issued and outstanding common stock,
at an  equal  price  per  share,  made  by a  nonemployee  entity  that  further
contractually  binds  itself  for a period  of not  less  than  two  years  next
following its acquisition of a majority of the Corporation's  voting stock, also
to purchase,  for cash,  any  remaining  issued and  outstanding  common  stock,
regardless of class, at the same price per share it paid to acquire the majority
of the Corporation's voting stock.
            3. This  section may be altered,  repealed,  or amended,  only by an
affirmative  vote of not less than 90  percent  of the  issued  and  outstanding
shares of each class of the Corporation's common stock.<F35>
<PAGE>59
                                    FOOTNOTES
                                       FOR
                          CERTIFICATE OF INCORPORATION
                                       OF
                      THE BUREAU OF NATIONAL AFFAIRS, INC.

<F1>        1. Article V, entitled "Cumulative Voting", deleted by stockholders'
resolution  of 3/27/48  and  Article  VI  renumbered  as  Article  V.  Article V
originally  read as follows:  "At all elections of directors by  stockholders of
the Corporation,  each  stockholder  shall be entitled to as many votes as shall
equal the number of his shares of stock multiplied by the number of directors to
be  elected,  and he may cast all of such  votes  for a single  director  or may
distribute  them among the number to be voted for, or nay two or more of them as
he may see fit."
<F2>        2.  Renumbered  as shown by  stockholders'  resolution  of  3/27/48.
Originally numbered VII.
<F3>        3.  Renumbered  as shown by  stockholders'  resolution  of  3/27/48.
Originally numbered VIII.
<F4>        4.  Renumbered  as shown by  stockholders'  resolution  of  3/27/48.
Originally numbered IX.
<F5>        5.  Renumbered  as shown by  stockholders'  resolution  of  3/27/48.
Originally numbered X.
<F6>        6.  Renumbered  as shown by  stockholders'  resolution  of  3/27/48.
Originally numbered XI.
<F7>        7.  Renumbered  as shown by  stockholders'  resolution  of  3/27/48.
Originally numbered XII.
<F8>        8.  Section  1A  inserted by  stockholders'  resolution  of 5/13/50.
<F9>        9.  Section  3  as  amended by  stockholders' resolution of 5/13/50.
Originally read as follows:  "The Board of Directors is hereby authorized to fix
by resolution or resolutions the designations and powers, preferences and rights
of the  stock  of the  Corporation,  and  the  qualifications,  limitations,  or
restrictions in respect thereof."
<F10>       10.  Section 1 as amended by  stockholders'  resolution of 10/25/58.
Originally  read as  follows:  "The  total  number of shares of stock  which the
Corporation is authorized to issue is thirty  thousand  (30,000)  shares without
par value."
<F11>       11.  Section 1A deleted by stockholders' resolution of 10/25/58.  It
read as  follows:  "The  Corporation  is  further  authorized  to issue  fifteen
thousand  (15,000)  shares of preferred stock with par value of $10.00 per share
and without voting rights.<F8>"
<F12>       12. By separate filing,  as permitted by statute,  amended 1/3/48 to
make  Corporation  Guarantee and Trust Company,  927 Market Street,  Wilmington,
Delaware,  resident  agent in place of  Delaware  Charter  Company,  900  Market
Street, Wilmington,  Delaware; and 1/3/59 to make the Corporation Trust Company,
100 West Tenth Street, Wilmington, Delaware, resident agent.
<F13>       13.  Section 1 as amended  by  stockholders'  resolution  of 3/4/59.
Previously read as follow:
            "SECTION  1.  The  total   number  of  shares  of  stock  which  the
Corporation  is  authorized to issue is  thirty-five  thousand  (35,000)  shares
divided into two classes:  one class  designated  as Class A common shares shall
consist of thirty  thousand  (30,000)  shares  without par value and with voting
rights, and the other class designated as Class B common shares shall consist of
five thousand  (5,000) shares  without par value and without voting rights.  The
holders of Class A common  stock and Class B common  stock  shall be entitled to
participate  ratably,  share for share,  and without  preference of either class
over the other (a) in all dividends when and as declared by the  Corporation and
<PAGE>60
b) in the event of dissolution  of, or any  distribution  of the assets of, the
Corporation.
            "Each of the shares of capital stock of the  Corporation  now issued
having no par value shall be equal to and is hereby  changed  into one full paid
and non-assessable  Class A common share of this Corporation having no par value
authorized  to be  issued  under  the  Certificate  of  Incorporation  as hereby
amended.  Certificates  for Class A common  shares  having no par value shall be
issued in place and upon  surrender  of  certificates  for shares  having no par
value now issued,  on the aforesaid  basis;  provided,  however,  that upon this
amendment  becoming  effective,  the  holders of said  shares  now issued  shall
thereupon  cease to be holders of said shares and shall be and become holders of
the  herein  authorized  Class A common  shares  upon  the  basis  herein  above
specified, whether or not certificates representing said herein authorized Class
A common shares are then issued and delivered.<F10><F11>"
<F14>       14.  Section 1A re-inserted by  stockholders'  resolution of 3/4/59.
See footnotes 8 and 11.
<F15>       15.  Second  paragraph  of  Section  1  deleted  by    stockholders'
resolution of 10/21/67. It read as follows:
            "Each  share  of  issued  Class A common  stock of the  Corporation,
including  treasury  stock,  as of April 6, 1959,  shall be and hereby is, as of
that  date,  changed  into and  reclassified  as four (4) shares of such Class A
common stock,  and each share of issued Class B common stock of the Corporation,
including  treasury  stock,  as of April 6, 1959,  shall be and hereby is, as of
that  date,  changed  into and  reclassified  as four (4) shares of such Class B
common stock. The aggregate  amount of capital  represented by the issued shares
of the stock of the Corporation after this change and reclassification  shall be
the same as the aggregate amount of capital  represented by the issued shares of
the stock of the Corporation before this change and  reclassification.  In order
to  effectuate  this change and  reclassification,  holders of issued  shares of
Class A common stock shall be entitled to receive three (3) shares of such Class
A common  stock for every one (1)  share of such  Class A common  stock  held by
them,  and holders of issued shares of Class B common stock shall be entitled to
receive three (3) shares of such Class B common stock for every one (1) share of
such Class B common stock held by them.<F13>"
<F16>       16. Paragraph 2 as amended by stockholders' resolution of  10/21/67.
Originally read as follows:
      "2.  The Class B common  stock of the  Corporation shall be issued only in
exchange for Class A stock: (a) to officers or employees of the Corporation upon
retirement  because of  age or disability,  or (b) upon the death of officers or
employees of the Corporation, to the  estates of such  officers or employees, to
the dependents of such officers or employees,  or to persons who are the natural
objects of the bounty of such officers or employees:  Provided that death occurs
(i) while the officers or employees are in the service of the  Corporation or on
military or  disability  leave,  or (ii)  within  three years less 30 days after
retirement because of age or disability of officers or employees who executed an
Optional  Agreement  pursuant to the By-Laws of the Corporation for the transfer
of  stock  upon  termination  of  employment,  or  (iii)  within  60 days  after
retirement  because of age or  disability  of officers or employees  who did not
execute such an Optional Agreement.
      "The  exchange  of Class B stock for Class A stock shall be on a share for
share basis: Provided, however, that after 800 shares of Class B stock have been
exchanged for a like number of shares of Class A stock by (a) any or all persons
who received the Class A stock from any one deceased  officer or employee,  such
person or persons may there after exchange Class B stock only in an amount equal
to one-third of the remaining Class A stock held by such person or persons;  and
Provided,  further,  that no more than  2,000  shares of Class B stock  shall be
issued in  exchange  for Class A stock to any one  officer  or  employee  of the
Corporation  or to any or all persons who have  received  Class A stock from any
one deceased officer or employee.
<PAGE>61
      "An  election  to  exercise  such  right of  exchange  shall be made by so
notifying the Secretary of the Corporation in writing at the following times:
            "(a) In the  case  of an  officer  or  employee  of the  Corporation
entitled to exchange Class A stock for Class B stock upon retirement, and in the
case of anyone  entitled  to  exchange  Class A stock for Class B stock upon the
death of a retired officer or employee,  within sixty (60) days after retirement
of the  officer or  employee,  or, in the event such  officer  or  employee  has
executed an Optional  Agreement  pursuant to the By-Laws of the  Corporation for
the transfer of stock upon  termination  of  employment,  within three (3) years
less thirty (30) days after retirement of the officer or employee;
            "(b) In the case of anyone  entitled to  exchange  Class A stock for
      Class B stock upon the death of an officer or employee of the  Corporation
      while in the  service of the  Corporation  or on  military  or  disability
      leave,  within  sixty (60) says after  such  death,  or, in the event such
      officer or employee  has  executed an Optional  Agreement  pursuant to the
      By-Laws of the Corporation  for the transfer of stock upon  termination of
      employment,  within  three (3) years less thirty (30) days after the death
      of such officer or employee.
"Where the exchange  involves stock  distributed  to a qualified  person under a
stock bonus plan of the Corporation,  the 60-day periods for notification  shall
begin to run upon distribution."
<F17>       17.  Words  "by  written  notice  sent  to the  stockholders  or his
representative  at the  address  of the  stockholder  as it appears on the stock
books of the Corporation and by written notice to the distributee at his address
as it appears on the records of the Administrative  Committee  established under
the stock bonus plan" inserted by stockholders' resolution of 10/21/67.
<F18>       18. Words  "Except in the case of a transfer upon death of shares of
Class B stock to the estate,  dependents or persons that are the natural objects
of the bounty of a retired  officer or employee who  exchanged his Class A stock
for Class B stock," inserted by stockholders' resolution of 10/21/67.
<F19>       19. Paragraph 9 as amended by stockholders'  resolution of 10/21/67.
Originally read as follows:
            "9.  The  Corporation  shall  have the  right at any time  after the
expiration  of eight (8) years from the date of (a)  retirement of an officer or
employee  or (b) death of an officer  or  employee  while in the  service of the
Corporation  or on  military  or  disability  leave,  to redeem  from the holder
thereof  all or any part of the  outstanding  share of Class B stock  issued  in
exchange  for Class A stock to the  estate,  dependents,  or persons who are the
natural objects of the bounty of such employee or officer. The Corporation shall
make  payment  for the  shares  redeemed  at a price  per  share  determined  in
accordance  with  the  provisions  of  Paragraph  13  hereof,  as of the date of
redemption."
<F20>       20. Paragraph 11 as amended by stockholders' resolution of 10/21/67.
Orginally read as follows:
            "11. The price to be paid by the Corporation for any shares of Class
B stock acquired by it pursuant to tender under Paragraph 7 hereof shall be:
                  "(a) the price in effect  for  purchase  and sale of shares of
Class A stock of the  Corporation  under the Stock Purchase and Transfer Plan of
the  Corporation,  if  tender  is made  eight  (8)  years  after the date of the
retirement or death which gave rise to the right to obtain Class B stock; or
                  "(b) the price determined for the purchase of Class A stock in
            accordance with the provisions of Paragraph 10 hereof,  if tender is
            made eight (8) or more years  after the  retirement  or death  which
            gave rise to the right to obtain Class B stock."
<F21>       21. Paragraph 12 as amended by stockholders' resolution of 10/21/67.
Originally read as follows:
            "12. Except as provided for in Paragraph 14 hereof,  the price to be
paid by the  Corporation  for any  share of Class B stock  acquired  by it under
Paragraph 8 hereof shall be:
                  "(a) the price in effect for the  purchase  and sale of shares
            of Class A stock of the  Corporation  under the Stock  Purchase  and
            Transfer  Plan of the  Corporation,  if the stock is  presented  for
            transfer within eight (8) years after retirement or death which gave
            rise to the right to obtain Class B stock; or
                  "(b) the price determined for the purchase of Class A stock in
            accordance with the provisions of Paragraph 10 hereof,  if the stock
            is presented for transfer  eight (8) or more years after the date of
            the retirement or death which gave rise to the right to obtain Class
            B stock."
<PAGE>62
<F22>       22. Paragraph 14 as amended by stockholders' resolution of 10/21/67.
Originally read as follows:
            "14. If the Corporation  shall refuse a tender of Class B stock made
pursuant to the  provisions of Paragraph 7 hereof within six months prior to the
expiration of the  eight-year  period after the date of the  retirement or death
which gave rise to the right to obtain Class B stock either under the provisions
of  Paragraph  8 or  Paragraph  9 shall be the  price in  effect  at the time of
acquisition  for the  purchase  and  sale of a Class  A stock  under  the  Stock
Purchase and Transfer Plan of the Corporation."
<F23>       23.  Words  "Article  IV"  substituted  for  word   "Resolution"  by
stockholders' resolution of 10/21/67.
<F24>       24.  Section 1 as amended by  stockholders'  resolution of 12/27/67.
Previously read as follows:
            "SECTION  1.  The  total   number  of  shares  of  stock  which  the
Corporation  is  authorized  to issue is one hundred  forty  thousand  (140,000)
shares divided into two classes:  One class  designated as Class A common shares
shall consist of one hundred twenty thousand  (120,000) shares without par value
and with voting rights,  and the other class designated as Class B common shares
shall consist of twenty  thousand  (20,000) shares without par value and without
voting rights.<F15>"
<F25>       25. Paragraph 22 inserted by  stockholders'  resolution of 12/27/67.
<F26>       26. Words and figure "five hundred fifty thousand (550,000)"
substituted   for  words  and  figure  "six  hundred   thousand   (600,000)"  by
stockholders' resolution of 4/18/70.
<F27>       27.  Words  and  figure  "one  hundred  fifty  thousand   (150,000)"
>bstituted   for  words  and  figure  "one  hundred   thousand   (100,000)"  by
stockholders' resolution of 4/18/70.
<F28>       28.  Words and figure "five hundred thousand (500,000)"  substituted
for word  and  figure  "five  hundred  fifty   thousand   (550,000)"26<F26>   by
stockholders' resolution of 4/21/73.
<F29>       29.Words and figure "two hundred thousand (200,000)" substituted for
words and figure "one hundred fifty thousand (150,000)"27 <F27> by stockholders'
resolution of 4/21/73.
<F30>       30.  Section 1 as amended by  stockholders'  resolution  of 4/19/75.
Previously read as follows:
            "SECTION  1.  The  total   number  of  shares  of  stock  which  the
Corporation is authorized to issue is seven hundred thousand  (700,000)  divided
into two classes: One class designated as Class A common shares shall consist of
five  hundred  thousand  (500,000)28  shares  without  par value and with voting
rights, and the other class designated as Class B common shares shall consist of
two hundred  thousand  (200,000)29  shares  without par value and without voting
rights.
      "Each share of issued Class A common stock of the  Corporation,  including
treasury  stock,  as of April 7, 1968,  shall be and hereby is, as of that date,
changed into and  reclassified as three (3) shares of such Class A common stock,
and each  share of issued  Class B common  stock of the  Corporation,  including
treasury  stock,  as of April 7, 1968,  shall be and hereby is, as of that date,
changed into and  reclassified as three (3) shared of such Class B common stock.
The aggregate amount of capital represented by the issued shares of stock of the
Corporation  after  this  change  and  reclassification  shall  be  same  as the
aggregate amount of capital represented by the issued shares of the stock of the
Corporation before this change and reclassification. In order to effectuate this
change and  reclassification,  holders of issued  shares of Class A common stock
shall be entitled to receive  two (2)  additional  shares of such Class A common
stock for every one (1) share of such  Class A common  stock  held by them,  and
holders of issued  shares of Class B common  stock  shall be entitled to receive
two (2)  additional  shares of such Class B common stock for every one (1) share
of such Class B common stock held by them.
<F31>       31.  Words  and  figures  "one  million   eight   hundred   thousand
(1,800,000)"  substituted for words and figures "two million (2,000,000,000)" by
stockholders' resolution of 4/16/77.
<PAGE>63
<F32>       32. Words and figures "one million  (100,000,000)"  substituted  for
words and figure "eight hundred thousand (800,000)" by stockholders'  resolution
of 4/16/77.
<F33>       33.   First   paragraph   of  Article  IV,   Section  1  amended  by
stockholders' resolution of 4/21/84. Previously read as follows:
            "SECTION  1.  The  total   number  of  shares  of  stock  which  the
Corporation  is  authorized  to  issue is two  million  eight  hundred  thousand
(2,800,000)  divided into two classes:  One class  designated  as Class A common
shares  shall consist of one million eight hundred thousand  (1,800,000)31 <F31>
shares without par value and with voting  rights, and the other class designated
as  Class B common  shares shall  consist of one million (1,000,000,000)32 <F32>
shares without par value and without voting rights."
<F34>       34.  Words and  figures  "SECTION  1." added to first  paragraph  by
stockholders' resolution of 4/21/84.
<F35>       35.  Section 2 added by  stockholders'  resolution  of 4/21/84.
<F36>       36.First paragraph of Article IV, Section 1 amended by stockholders'
consent of 6/9/86. Previously read as follows:
            "SECTION 1.The total number of shares of stock which the Corporation
is  authorized  to issue is three  million (3,000,000) divided into two classes:
One class designated as Class A common shares shall consist of one million eight
hundred  thousand  (1,800,000)31  <F31> shares without par value and with voting
rights, and the other class designated as Class B common shares shall consist of
one million two hundred  thousand  (1,200,000,000)  shares without par value and
without voting rights.<F33>"
<F37>       37.  Paragraph  23,  Article IV,  Section 1A added by  stockholders'
consent of 6/9/86.
<F38>       38.  Section 1 of Article IV  amended  by  stockholders'  consent of
4/18/87. Previously read as follows:
            "SECTION  1.  The  total   number  of  shares  of  stock  which  the
Corporation  is authorized to issue is three million two hundred fifty  thousand
(3,250,000)  divided into three classes:  One class designated as Class A common
shares shall consist of one million eight hundred  thousand  (1,800,000)  shares
without par value and with voting  rights,  another class  designated as Class B
common  shares  shall  consist of one million two hundred  thousand  (1,200,000)
shares without par value and without voting rights, and a third class designated
as Class C common shares shall consist of two hundred fifty  thousand  (250,000)
shares without par value and without voting rights.<F36>
      "Each share of issued Class A common stock of the  Corporation,  including
treasury  stock,  as of September  21, 1975,  shall be and hereby is, as of that
date,  changed into and  reclassified  as four (4) shares of such Class A common
stock,  and  each  share of  issued  Class B  common  stock of the  Corporation,
including  treasury stock, as of September 21, 1975,  shall be and hereby is, as
of that date,  changed into and  reclassified as four (4) shared of such Class B
common stock. The aggregate  amount of capital  represented by the issued shares
of stock of the Corporation after this change and reclassification shall be same
as the aggregate amount of capital represented by the issued shares of the stock
of the  Corporation  before  this  change  and  reclassification.  In  order  to
effectuate this change and reclassification, holders of issued shares of Class A
common stock shall be entitled to receive  three (3)  additional  shares of such
Class A common  stock for every one (1) share of such Class A common  stock held
by them,  and holders of issued shares of Class B common stock shall be entitled
to receive  three (3)  additional  shares of such Class B common stock for every
one (1) share of such Class B common stock held by them.<F30>"
<F39>39 Section 1, paragraph 1, of Article IV amended by  stockholders'  written
consent of 10/29/93. Previously read as follows:
      SECTION 1. The total number of shares of stock which the  Corporation  is
authorized to issue is thirteen million (13,000,000) divided into three classes:
One class designated as Class A common shares shall consist of seven million two
hundred thousand  (7,200,000) shares,  $1.00 par value per share and with voting
rights,  another class designated as Class B common shares shall consist of four
million eight hundred thousand (4,800,000) shares, $1.00 par value per share and
without  voting  rights,  and a third class  designated as Class C common shares
shall consist of one million (1,000,000)  shares,  $1.00 par value per share and
without voting rights.
<PAGE>64
<F40>40 Section 1 of Article  IV amended by  stockholders'  consent of April 21,
2001. Previously read as follows:
            SECTION 1. The total number of shares of stock which the Corporation
is  authorized  to issue is thirteen  million  (13,000,000)  divided  into three
classes:  One class  designated  as Class A common shares shall consist of seven
million two hundred thousand  (7,200,000) shares,  $1.00 par value per share and
with voting  rights,  another  class  designated  as Class B common shares shall
consist of four million eight hundred  thousand  (4,800,000)  shares,  $1.00 par
value per share and without voting rights, and a third class designated as Class
C common shares shall consist of one million (1,000,000) shares, $1.00 par value
per share and without voting rights.
      Each share of issued  Class A common stock of the  Corporation,  including
treasury  stock,  as of September  27, 1987,  shall be and hereby is, as of that
date,  changed into and  reclassified  as four (4) shares of such Class A common
stock,  and  each  share of  issued  Class B  common  stock of the  Corporation,
including  treasury stock, as of September 27, 1987,  shall be and hereby is, as
of that date,  changed into and  reclassified as four (4) shared of such Class B
common stock,  and each share of issued Class C common stock of the Corporation,
including  treasury stock, as of September 27, 1987,  shall be and hereby is, as
of that date, changed into and reclassified as four (4) shares of Class C common
stock. The aggregate amount of capital represented by the issued shares of stock
of the Corporation after this change and reclassification shall be the aggregate
par value of all  issued  shares of the  stock of the  Corporation.  In order to
effectuate this change and reclassification, holders of issued shares of Class A
common stock shall be entitled to receive  three (3)  additional  shares of such
Class A common  stock for every one (1) share of such Class A common  stock held
by them,  and holders of issued shares of Class B common stock shall be entitled
to receive  three (3)  additional  shares of such Class B common stock for every
one (1) share of such Class B common  stock  held by them,  and holder of issued
shares of Class C common stock shall be entitled to receive three (3) additional
shares of such  Class C common  stock  for every one (1) of such  Class C common
stock held by them.<F38>





     *Footnotes  appear  at end  of  Certificate  in  chronological  order  of
changes in the original Certificate.