CERTIFICATE OF AMENDMENT

                                OF

                   CERTIFICATE OF INCORPORATION

                                OF

                 COMMERCIAL PROPERTY CORPORATION

              -----------------------------------------
              Adopted in accordance with the provisions
              of Section 242 of the General Corporation
                    Law of the State of Delaware
              -----------------------------------------

          We, Cosmo J. Caterino, President and Robert J. Patten, Secretary of
Commercial Property Corporation, do hereby certify as follows:

          FIRST:  That the Certificate of Incorporation of said corporation
has been amended as follows:

         By striking out the whole of Article Fourth thereof as it now exists
and inserting in lieu and instead thereof a new Article Fourth, reading as
follows:

          "The total number of shares of stock which the corporation shall
          have authority to issue is three million (3,000,000), of which
          stock all shares shall be common stock only, having a par value of
          one cent ($.01) each, amounting in the aggregate to Thirty
          Thousand ($30,000.00) Dollars.

          Authority is hereby expressly granted the Board of Directors to
          fix, subject to the provisions herein set forth, before the
          issuance of any shares of a particular series, the number of
          shares to be included in such series, the voting rights, if any,
          the dividend rate per annum, the redemption price or prices, if
          any, and the terms and conditions of the redemption, any sinking-
          fund provisions for the redemption or purchase of the shares of
          the series, the terms and conditions on which the shares are
          convertible, if they are convertible, the rights of the shares
          upon dissolution or upon any distribution of the assets of the
          Corporation, and any other rights, preferences and limitations
          pertaining to such series.

          No shareholder of this Corporation shall have a preemptive right
          because of his shareholdings to have first offered to him any part
          of any of the presently authorized shares of any class of the
          Corporation, or any part of any stock of any class of this
          Corporation hereafter authorized or issued, optioned or sold, or
          any part of any debentures, bonds, notes or securities of this
          Corporation convertible into shares hereafter issued, optioned or
          sold by the Corporation.  Thus, any and all of the shares of this
          Corporation which may be hereafter authorized may at any time be
          issued, optioned and contracted for sale and/or sold and disposed
          of by direction of the Board of Directors of this Corporation to
          such persons, and upon such terms and conditions as may to the
          Board of Directors seem proper and advisable, without first
          offering the said shares or securities or any part thereof to
          existing shareholders."

          SECOND: That said amendments have been duly adopted in accordance
with the provisions of the General Corporation Law of the State of Delaware by

          (a)  the affirmative vote of the holders of a majority of the
stock entitled to vote at a meeting of the stockholders.

          IN WITNESS WHEREOF, we have signed this certificate this 23rd day of
September 1982.

                         /s/Cosmo J. Caterino
                         President


                 Attest: /s/Robert J. Patten
                         Secretary