State of Delaware



                      Office of the Secretary of State

  	I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF 
  DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
  COPY OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION
  OF POTLATCH CORPORATION FILED IN THIS OFFICE ON THE FIRST DAY OF
  MAY, A.D. 1987, AT 3:01 O'CLOCK P.M.























                                                  /s/ Michael Harkins
                                          Michael Harkins, Secretary of State
                                                                    :12219711

                                          AUTHENTICATION:

                                                    DATE: 	O5/04/1987


                                                              Exhibit (3)(a)

<PAGE>
                  RESTATED CERTIFICATE OF INCORPORATION
                                   OF
                          POTLATCH CORPORATION

                            Under Section 245
                                 of the
                    Delaware General Corporation Law

         	POTLATCH CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, hereby certifies
as follows:

         	First: The name of this corporation is Potlatch
Corporation. It was originally incorporated under the name
Potlatch Company.

         	Second: The original Certificate of Incorporation of
this corporation was filed with the Secretary of State, Dover,
Delaware, on the 10th day of August, 1955.

         	Third: This Restated Certificate of Incorporation
restates and integrates, without further amendment in any respect,
the Restated Certificate of Incorporation of this corporation as
heretofore amended or supplemented.

         	Fourth: This Restated Certificate of Incorporation was
duly adopted by the Board of Directors of this corporation
pursuant to Section 245 of the Delaware General Corporation Law.

         	Fifth: The text of the Restated Certificate of
Incorporation of said Potlatch Corporation as amended and
supplemented is hereby restated and integrated to read as herein
set forth in full:


<PAGE>
              RESTATED CERTIFICATE OF INCORPORATION
                               OF
                      POTLATCH CORPORATION

         	First: The name of the corporation is POTLATCH
CORPORATION.

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

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

         	To engage in, do and transact a lumber, plywood,
building materials, pulp, paper and forest products business in
any and all its branches; to buy, or otherwise acquire and sell or
otherwise dispose of, and in any manner deal in, with, and process
trees, logs, lumber, timber, wood, wood fibers, pulps, paper, bark
and products of the forests, of any and all kinds, and the
chemical components thereof in any and all states, in any form or
condition, whether felled, standing or growing, and in any and all
worked, built, manufactured or made shapes, articles or
structures, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.

         	Fourth: The total number of shares of stock which the
corporation shall have authority to issue is forty-four million
(44,000,000). Of said shares, forty million
(40,000,000) shall be common stock with a par value of one dollar
($1) per share and four million (4,000,000) shares shall be
preferred stock without par value.

          I.	AUTHORIZATION OF BOARD OF DIRECTORS 
             TO ESTABLISH SERIES OF PREFERRED
             STOCK AND FIX CONSIDERATION THEREFOR.

         	The Board of Directors is hereby expressly authorized,
within the limitations and restrictions stated herein from time to
time, by resolution:

         	(a)	to divide the preferred stock into series;

                               -1-

<PAGE>
         	(b)	to fix the consideration for which such preferred
stock shall be issued;

         	(c)	to determine the voting powers of each such
series;

         	(d)	to determine and fix the number of shares which
will constitute any such series and the distinctive
designation of each series;

         	(e)	to make any such series of stock subject to
redemption at such time or times and at such price or
prices as shall be stated and expressed in such
resolution;

         	(f)	to determine whether or not the shares of such
series shall be subject to the operation of a retirement
or sinking fund, and, if so subject, the extent to and the
manner in which it shall be applied to the purchase or
redemption of the shares of such series, and the terms and
provisions relative to the operation thereof;

         	(g)	to fix the rights of the holders of stock of each
series of preferred stock to receive dividends at such
rates, on such conditions and at such times as shall be
stated and expressed in the resolution and whether payable
in preference to, or in relation to, the dividends payable
on any other class or classes of stock or other series of
the same class and whether cumulative or noncumulative as
shall be so stated and expressed;

         	(h)	to fix the rights of the holders of the stock of
each series upon the dissolution of, or upon any
distribution of the assets of, the corporation;

         	(i)	to make any series of preferred stock convertible
or automatically converted into or exchangeable for,
shares of any other class or classes or of any other
series of the same or any other class or classes of the
stock of the corporation at such price or prices or at
such rates of exchange and with such adjustments as shall
be stated and expressed in such resolution;

         	(j)	to determine whether or not the shares of any
series shall be subject or entitled to any other
preferences, and relative, participating, optional or
other special rights and qualifications, limitations or
restrictions which shall be

                               -2-

<PAGE>
stated and expressed in such resolution and which shall
not be inconsistent with the terms and provisions of this
Section Fourth.

           II.	RANK.

           	Each series of preferred stock shall have such
preferences as to dividends and assets and amounts
distributable on liquidation, dissolution or winding up or
otherwise as shall be declared by such resolution or
resolutions establishing such series.

          III.	DIVIDENDS.

           	(a)	The holders of preferred stock shall be
entitled to receive cash dividends when and as declared by
the Board of Directors at such rate per share per annum,
cumulatively if so provided, and with such preferences, as
shall have been fixed by the Board of Directors, and not
more, before any dividends shall be declared or paid upon
or set apart for, the common stock or any other class of
stock ranking junior thereto and such dividends on each
series of preferred stock shall cumulate, if at all, from
and after the dates fixed by the Board of Directors with
respect to such cumulation. Unpaid cumulated dividends
shall bear no interest.

           	(b)	If dividends on any shares of preferred
stock are not declared in full, then such dividends as are
declared shall be declared ratably on all shares of stock
of each series of equal preference in proportion to the
respective unpaid cumulative dividends, if any, to the end
of the then current dividend period. No ratable
distribution shall be made with respect to any series
until cumulative dividends in full have been declared and
paid on any series standing senior in preference.

           	(c)	Unless dividends on all outstanding shares
of preferred stock having cumulative dividend rights shall
have been fully paid for all past quarterly dividend
periods, and the full dividends thereon for the quarterly
dividend period current at the time shall have been paid
or declared and funds set apart therefor, and unless all
required sinking fund payments, if any, shall have been
made or provided for, no dividend (except a dividend
payable in common stock) shall be paid upon or declared or
set apart for the common stock.



                               -3-

<PAGE>
	           (d) Subject to the foregoing provisions, the
Board of Directors may declare and pay dividends on the
common stock, to the extent permitted by law.

           IV.	LIQUIDATION OR DISSOLUTION.

           	(a) In the event of any liquidation or
dissolution or winding up of the corporation (hereafter
referred to as "liquidation") the holders of preferred
stock shall be entitled to receive in cash, out of the
assets of the corporation, full payment of the applicable
liquidation preference fixed for each series pursuant to
Section I above, together with unpaid cumulative dividends
thereon to the date of liquidation, and no more.

           	(b)	If upon liquidation the assets of the
corporation available for distribution to stockholders
shall be insufficient to permit the payment in full of the
preferential amounts payable to the holders of preferred
stock, then all such assets shall be distributed ratably
among the holders of all shares of stock of each series of
equal preference in proportion to the respective amounts
that would be payable per share if such assets were
sufficient to permit payment in full. No ratable
distribution shall be made with respect to any series
until distributions in full have been paid to the holders
of all series standing senior in preference.

           	(c)	After satisfaction of the preferential
requirements of the preferred stock upon any liquidation
of the corporation, the holders of common stock shall be
entitled to share ratably in the distribution of all
remaining assets of the corporation available for
distribution.

            (d)	A consolidation or merger of the corporation
with or into any other corporation or corporations or the
sale or conveyance (whether for cash, securities or other
property) of all or substantially all of the assets of the
corporation as an entirety, shall not be deemed or
construed to be a liquidation of the corporation for the
purpose of the foregoing provisions of this Section IV.

            V.	VOTING RIGHTS.

           	(a)	A holder of the common stock shall, except
as otherwise provided in paragraphs (b), (e) or (f)
hereof, be entitled to one (1) vote on each matter
submitted to a vote at a meeting of stockholders for each
share of the common stock held of record by such holder as
of the record date for such meeting.

                               -4-

<PAGE>
	           (b)	A holder of the common stock shall be
entitled to four (4) votes on each matter submitted to a
vote at a meeting of stockholders for each share of the
common stock held of record by such holder as of the
record date for such meeting which meets one or both of
the following criteria:

           	(1) such share of the common stock has had the same
beneficial owner or owners since December 12, 1985; or

           	(2)	such share of the common stock has had the same
beneficial owner or owners for at least 48 consecutive
calendar months (dating from the first day of the first
full month on or after the date the holder acquired
beneficial ownership of such share) prior to the record
date for such meeting;

subject, in the case of holders referred to in paragraph
(d) hereof, to the requirements set forth in such
paragraph.

           	(c)	For purposes of this Section V, no change in
beneficial ownership shall be deemed to have occurred with
respect to any share of common stock upon the occurrence
of any of the following events (each such event being
hereinafter referred to as an "Exempt Transfer"):

           	(i)	Upon the transfer of such share by gift; by
devise, bequest or otherwise through the laws of
inheritance or descent; or by a trustee to a trust
beneficiary or beneficiaries under the terms of the trust;
or

          	(ii) Upon the appointment of a successor trustee,
guardian or custodian with respect to such share; or

         	(iii)	Upon the addition, witharawa1 or demise of a
beneficiary or beneficiaries of a trust under the terms of
the trust and by reason of the birth, death, marriage or
divorce of any natural person; the adoption of any natural
person; the passage of a given period of time; the
attainment by any natural person of a specific age; or the
creation or termination of any guardianship or custodial
arrangement; or

           	(iv)	Upon the transfer of record or the transfer of a
beneficial interest or interests in such share where the
circumstances surrounding

                               -5-

<PAGE>
such transfer clearly demonstrate that no material change
in beneficial ownership has occurred;

provided, in each such case, that (A) the transferee or
the transferor shall have provided to the corporation, in
accordance with such procedures as shall be established by
the corporation as provided in paragraph (g) hereof,
satisfactory evidence that such change in beneficial
ownership qualifies as an Exempt Transfer and (B) such
change was not undertaken in order to circumvent the
provisions or purposes of this Section V.

           	(d)	Any share of the common stock held of record
on any record date for determining the holders entitled to
vote on any matter submitted to a vote by the stockholders
(a "Record Date") shall be presumed to be owned
beneficially by the record holder and for the period shown
by the stockholder records of the corporation.
Notwithstanding the preceding sentence of this paragraph
(d), any share of the common stock held of record on a
Record Date in "street" or "nominee" name or by a broker,
clearing agency, voting trustee, bank, trust company or
other nominee shall be presumed to have been acquired by
the beneficial owner subsequent to December 12, 1985 and
to have had the same beneficial owner for a period of less
than 48 consecutive calendar months prior to such Record
Date. These presumptions shall be rebuttable by
presentation to the corporation, in accordance with such
procedures as shall be established by the corporation as
provided in paragraph (g) hereof, of satisfactory
evidence.

           	(e)	Any share of the common atock acquired by
the beneficial owner as a direct result of a stock split,
stock dividend, reclassification or other distribution of
shares by the corporation with respect to existing shares
("dividend shares") will be deemed to have been acquired
and held continuously by such holder from the date on
which the original shares, with respect to which the
dividend shares were issued, were acquired.

           	(f)	A holder of any share of the common stock
acquired pursuant to the terms of certain plans of the
corporation as specified below, whether issued before or
after December 12, 1985, shall be entitled to four (4)
votes on each matter submitted to a vote at a meeting of
stockholders, provided such holder meets one of the
following requirements:

           	(i)	Such holder is an employee who holds such share
of the common stock beneficially by reason of
participation in any tax-qualified savings, thrift, stock
bonus, employee stock


                               -6-

<PAGE>
ownership, pension or other similar individual account employee
benefit plan or arrangement adopted by the corporation or such
holder is a trustee under any such plan; or

           	(ii)	Such holder is an employee or a former employee or a
beneficiary of either of them who holds such share of the common
stock beneficially by reason of a distribution from any plan
referred to in paragraph (f)(i) hereof; or

          	(iii)	Such holder has acquired and beneficially owns such
share of the common stock by reason of participation in a dividend
reinvestment plan approved by the corporation.

           	(g)	For purposes of this Section V, all determinations
concerning changes in beneficial ownership, or the absence of any
such change, shall be made by the Board of Directors or a transfer
agent acting on behalf of the Board of Directors and any such
determination shall be conclusive. Written procedures designed to
facilitate such determinations shall be established by the Board
of Directors from time to time. Such procedures shall provide,
among other things, the manner of proof of facts that will be
accepted and the frequency with which such proof may be required
to be renewed. The Board of Directors and any transfer agent shall
be entitled to rely on information concerning beneficial ownership
of the common stock coming to their attention from any source and
in any manner reasonably deemed by them to be reliable, but
neither the Board of Directors nor any transfer agent shall be
charged with any other information concerning the beneficial
ownership of the common stock. The powers conferred upon the Board
of Directors by this paragraph (g) are granted solely to enable
the Board of Directors to adopt procedures for the purpose of
making determinations of beneficial ownership under this Section V.


           	(h)	For purposes of this Section V, the terms
"beneficial owner" and "beneficially owned" shall be defined in
accordance with Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as
amended (or any subsequent provisions replacing such act or rule)
except as provided otherwise in this Section V. Notwithstanding
Rule 13d-3, shares of common stock acquired upon the exercise of a
stock option which was granted under an employee stock option plan
adopted by the corporation shall, with respect to the person who
exercises such option, be deemed to be beneficially owned
commencing from the date the option was exercised.

                               -7-

<PAGE>
            	(i)	Notwithstanding paragraphs (b), (e) and (f) hereof,
for purposes of any vote on a proposal submitted to the
stockholders solely under Articles Sixth, Eighth or Twelfth of
this Restated Certificate of Incorporation and for purposes of any
vote on a proposal to amend, alter or repeal such Article Twelfth,
a holder of common stock shall be entitled to one (1) vote for
each share of the common stock held of record by such holder as of
the record date for determining stockholders entitled to vote on
such proposal.

           	(j)	The holders of each series of preferred stock shall
have such voting rights, if any, as shall be provided for in the
resolution or resolutions of the Board of Directors establishing
such class or series.

           VI.	DESIGNATION, PREFERENCES AND RIGHTS 
               OF THE $3.75 SERIES B CONVERTIBLE
               EXCHANGEABLE PREFERRED STOCK (as 
               adopted by the Board of Directors).

           	(i)	Designation. The designation of said series of the
preferred stock shall be "$3.75 Series B Convertible Exchangeable
Preferred Stock, without par value" (the "Series B"). The number
of shares of Series B shall be 1,000,000. The liquidation value of
Series B shall be $50 per share.

          	(ii)	Dividends. Holders of shares of Series B will be
entitled to receive, when and as declared by the Board of
Directors out of funds legally available therefor, dividends from
the date of issue thereof at the annual rate of $3.75 per share,
payable quarterly, in arrears, on January 15, April 15, July 15
and October 15 (a "Dividend Payment Date") in each year,
commencing on July 15, 1986. Such dividends shall be cumulative
with respect to each share from the date of original issuance,
whether or not earned or declared. The holders of Series B will
not be entitled to any dividends other than the cash dividends
described in this Clause (ii).

           	If at any time the Corporation has failed to pay accrued
dividends on any shares of Series B or any other class of
preferred stock ranking on a parity with the Series B as to
dividends and upon liquidation at the time such dividends are
payable ("Parity Stock"), the Corporation will not (a) declare or
pay any dividend on the common stock, $1.00 par value (the "Common
Stock"), of the Corporation or on any other class of stock ranking
junior to the Series B as to dividends and upon liquidation (the
Common Stock and any such junior class being the "Junior

                               -8-

<PAGE>
Stock") or make any payment on account of, or set apart money for,
a sinking or other analogous fund for, the purchase, redemption or
other retirement of, any Junior Stock or make any distribution in
respect thereof, either directly or indirectly and whether in cash
or property or in obligations or shares of the Corporation (other
than in shares of Junior Stock), (b) purchase any shares of Series
B or Parity Stock (except for a consideration payable in Junior
Stock) or redeem fewer than all of the Series B and Parity Stock
then outstanding, or (c) permit any corporation or other entity
directly or indirectly controlled by the Corporation to purchase
any shares of Junior Stock, Series B or Parity Stock, unless all
accrued and payable but unpaid dividends on Series B and any
Parity Stock have been or contemporaneously are declared and paid
in full or declared and a sum sufficient for payment of such
dividends has been set aside. Unless and until all dividends
accrued and payable but unpaid on the Series B and any Parity
Stock at the time outstanding have been paid in full, all
dividends declared by the Corporation upon such Series B or Parity
Stock shall be declared pro rata with respect to all Series B and
Parity Stock then outstanding, so that the amounts of any
dividends declared on the Series B and such Parity Stock shall in
all cases bear to each other the same ratio that, at the time of
such declaration, all accrued and payable but unpaid dividends on
the Series B and such other Parity Stock, respectively, bear to
each other.

          	(iii) Optional Redemptions for Cash. Shares of Series B
shall be redeemable at the option of the Corporation at any time
on or after April 15, 1989 at the following redemption prices per
share, if redeemed during the 12-month period beginning April 15
in each of the following years:

          	Redemption                 Redemption
Year	        Price	         Year       	Price

1989	       $52.625	        1993	      $51.125
1990	        52.250	        1994	       50.750
1991	        51.875	        1995	       50.175
1992	        51.500

and on or after April 15, 1996 at $50 per share, plus, in each
case, any accrued and unpaid dividends to the redemption date. The
Corporation may not purchase or redeem less than all the Series B
and Parity Stock then outstanding if, as of such time, the
Corporation has failed to pay all accrued and unpaid dividends
thereon, whether or not earned or declared. The Series B is not
redeemable prior to April 15, 1989.

                               -9-

<PAGE>
           	The Corporation will mail notice of redemption to
each holder of record of Series B to be redeemed no less
than 30 nor more than 60 days prior to the redemption
date. Such notice shall specify the time and place of such
redemption and the number of shares to be redeemed and
shall be given by first class mail, postage prepaid, to
the holders of record of the shares of Series B to be
redeemed at their respective addresses as the same shall
appear on the books of the Corporation, but neither
failure to mail such notice, nor any defect therein or in
the mailing thereof, to any particular holder shall affect
the sufficiency of the notice or the validity of the
proceedings for redemption with respect to the other
holders. Any notice which was mailed in the manner herein
provided shall be conclusively presumed to have been duly
given whether or not the holder receives the notice.

           	If fewer than all of the shares of Series B are
to be redeemed, the shares to be redeemed shall be
selected by lot or pro rata or in some other equitable
manner determined by the Corporation.

           	If a notice of redemption has been given pursuant
to this Clause (iii) and if, on or before the date fixed
for redemption, the funds necessary for such redemption
shall have been set aside by the Corporation, separate and
apart from its other funds, in trust for the pro rata
benefit of the holders of the shares so called for
redemption, then on and after the redemption date,
notwithstanding that any certificates for such shares have
not been surrendered for cancellation, dividends shall
cease to accrue on the shares of Series B to be redeemed,
such shares shall no longer be deemed to be outstanding
and all rights of the holders of such shares as
stockholders of the Corporation shall cease except the
right to receive the moneys payable upon such redemption,
without interest, upon surrender of the certificates
evidencing such shares. Subject to applicable escheat
laws, any moneys so set aside by the Corporation and
unclaimed at the end of six years from the redemption date
shall revert to the general funds of the Corporation after
which reversion the holders of such shares so called for
redemption shall look only to the general funds of the
Corporation for the payment of the redemption price. Any
interest accrued on funds so deposited shall be paid to
the Corporation from time to time.

          	(iv)	 Optional Redemption Through Debenture
Exchange.

           	(A)	Shares of Series B ~hall be redeemable at
the option of the Corporation, in whole but not in part,
on any

                               -10-

<PAGE>
Dividend Payment Date beginning April 15, 1989, to and including
April 15, 2011, through the issuance of the Corporation's 7-1/2%
Convertible Subordinated Debentures due April 15, 2011
(hereinafter referred to as the "Debentures") described in
Amendment No. 1 to the Corporation's Registration Statement on
Form S-3 (Registration No. 33-4526), in redemption of and in
exchange for the shares of Series B, in the manner provided in
this Clause (iv).

           	(B) Holders of Series B will be entitled to receive $50
principal amount of the Debentures for each share of Series B held
by them on the Exchange Date (as hereinafter defined).

           	(C)	The Corporation will mail notice of its intention
to redeem through such an exchange to each holder of record of the
shares of Series B no less than 30 nor more than 60 days prior to
the redemption date. Such notice shall be given by first class
mail, postage prepaid to the holders of record of shares of Series
B at their respective addresses as the same shall appear on the
books of the Corporation, specifying the effective date of the
exchange (the "Exchange Date") and the place where certificates
for shares of Series B are to be surrendered for Debentures and
stating that dividends on shares of Series B will cease to accrue
on the Exchange Date, but neither failure to mail such notice, nor
any defect therein or in the mailing thereof, to any particular
holder shall affect the sufficiency of the notice or the validity
of the proceedings for redemption and exchange with respect to the
other holders. Any notice which was mailed in the manner herein
provided shall be conclusively presumed to have been duly given
whether or not the holder receives the notice.

           	If notice of redemption and exchange has been given
pursuant to this Clause (iv) then on or after the Exchange Date
(unless the Corporation shall default in issuing Debentures in
redemption of and in exchange for shares of Series B) and
notwithstanding that any certificates for shares of this series
have not been surrendered for exchange, the rights of the holders
of the Series B as stockholders of the Corporation shall cease
(except the right to receive accrued and unpaid dividends to the
date of redemption, whether or not earned or declared), and the
person or persons entitled to receive the Debentures issuable upon
such redemption and exchange shall be treated for all purposes as
the registered holder or holders of such Debentures. Upon the
surrender (and endorsement, if required by the Corporation) in
accordance with such notice of the certificates for shares of
Series B, such certificates shall be exchanged for Debentures and
such accrued dividends in accordance with this Clause (iv).

                               -11-

<PAGE>
          	(D)	Prior to issuance of the Debentures, the
Corporation will use reasonable efforts to list the
Debentures for trading on the New York Stock Exchange or,
if they cannot be so listed, the Corporation will use
reasonable efforts to list the Debentures on another
principal national securities exchange or include them on
a national quotations system.

           (v)	Liquidation.

          	(A)	In case of the voluntary or involuntary
liquidation, dissolution or winding-up of the Corporation,
the holders of any shares of Series B are entitled to
receive the liquidation price of $50 per share, plus an
amount equal to the dividends accrued and unpaid thereon
to the payment date, before any distribution is made to
the holders of Junior Stock.

          	(B)	The holders of shares of Series B and all
Parity Stock shall share ratably, in accordance with the
respective amounts payable thereon, in any such
distribution which is not sufficient to pay in full the
aggregate of the amounts payable thereon. After payment in
full of the liquidation price to which the holders of
shares of Series B are entitled the holders of shares of
Series B will not be entitled to any further participation
in any distribution of assets by the Corporation.

          	(C)	Neither a consolidation or merger of the
Corporation with or into any other corporation, nor a
merger of any other corporation with or into the
Corporation, nor a sale or transfer of all or
substantially all of the Corporation's assets for cash or
securities shall be considered a liquidation, dissolution
or winding-up of the Corporation within the meaning of
this Clause (v).

          (vi)	Conversion.

          	(A)	Subject to the provisions for adjustment
hereinafter set forth, each share of Series B shall be
convertible at the option of the holder thereof, in the
manner hereinafter set forth, into fully paid and
nonassessable shares of Common Stock at the conversion
price, determined as hereinafter provided, in effect on
the date of conversion, provided that if any of the Series
B is called for redemption (whether for cash or
Debentures), the conversion rights pertaining thereto will
terminate at the close of business on the tenth business
day preceding the redemption date. The price at which
shares of Common Stock shall be delivered upon conversion
(hereinafter referred to as the "Conversion Price") shall
be initially $53 per share of Common Stock. The Conversion
Price shall be adjusted in

                               -12-

<PAGE>
certain instances as provided in subclause (B) of this
Clause (vi).

           	Any holder of shares of Series B desiring to
convert the same into shares of Common Stock shall
surrender the certificate or certificates for the shares
of Series B being converted, duly endorsed or assigned to
the Corporation or in blank, at the principal office of
the Corporation or at a bank or trust company appointed by
the Corporation for that purpose, accompanied by a written
notice of conversion specifying the number (in whole
shares) of shares of Series B to be converted and the name
or names in which such holder wishes the certificate or
certificates for shares of Common Stock to be issued; in
case such notice shall specify a name or names other than
that of such holder, such notice shall be accompanied by
payment of all transfer taxes payable upon the issue of
shares of Common Stock in such name or names. In case less
than all of the shares of Series B represented by a
certificate are to be converted by a holder, upon such
conversion the Corporation shall issue and deliver, or
cause to be issued and delivered, to the holder a
certificate or certificates for the shares of Series B not
so converted. The holders of shares of Series B at the
close of business on a dividend payment record date shall
be entitled to receive the dividend payable on such shares
(except shares called for redemption on a redemption date
between such record date and the dividend payment date) on
the corresponding dividend payment date notwithstanding
the conversion thereof or the Corporation's default on
payment of the dividend due on such dividend payment date.
However, shares of Series B surrendered for conversion
during the period from the close of business on any
dividend payment record date for the Series B to the
opening of business on the corresponding Dividend Payment
Date (except shares called for redemption on a redemption
date during such period) must be accompanied by payment of
an amount equal to the dividend payable on such shares on
such Dividend Payment Date. A holder of shares of Series B
on a dividend payment record date who (or whose
transferee) converts shares of Series B on a dividend
payment date will receive the dividend payable on such
shares by the Corporation on such date, and the converting
holder need not include payment in the amount of such
dividend upon surrender of shares of Series B for
conversion. Except as provided above, no payment or
adjustment will be made on account of accrued or unpaid
dividends upon the conversion of shares of Series B.

           	(B)	The Conversion Price shall be adjusted from
time to time as follows:

           	(1)	In case the Corporation shall pay or
make a dividend or other distribution on any class

                               -13-

<PAGE>
of capital stock of the Corporation in shares of Common
Stock, the Conversion Price in effect at the opening of
business on the day following the date fixed for the
determination of stockholders entitled to receive such
dividend or other distribution shall be reduced by
multiplying such Conversion Price by a fraction of which
the numerator shall be the number of shares of Common
Stock outstanding at the close of business on the date
fixed for such determination and the denominator shall be
the sum of such number of shares and the total number of
shares constituting such dividend or other distribution,
such reduction to become effective immediately after the
opening of business on the day following the date fixed
for such determination.

           	(2) In case the Corporation shall issue rights or
warrants to all holders of its shares of Common Stock
entitling them to subscribe for or purchase Common Stock
at a price per share less than the current market price
per share (determined as provided in subclause (C) of the
Common Stock on the date fixed for the determination of
stockholders entitled to receive such rights or warrants,
the Conversion Price in effect at the opening of business
on the day following the date fixed for such determination
shall be reduced by multiplying such Conversion Price by a
fraction of which the numerator shall be the number of
shares of Common Stock outstanding at the close of
business on the date fixed for such determination plus the
number of shares of Common Stock which the aggregate of
the offering price of the total number of shares of Common
Stock so offered for subscription or purchase would
purchase at such current market price and the denominator
shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so
offered for subscription or purchase, such reduction to
become effective immediately after the opening of business
on the day following the date fixed for such
determination.

           	(3) 	In case the outstanding shares of Common Stock
shall be subdivided into a greater number of shares, the
Conversion Price in effect at the opening of business on
the day following the day upon which such subdivision
becomes effective shall be proportionately reduced, and,
conversely, in case outstanding shares of Common Stock shall


                               -14-

<PAGE>
each be combined into a smaller number of shares, the
Conversion Price in effect at the opening of business on
the day following the day upon which such combination
becomes effective shall be proportionately increased, such
reduction or increase, as the case may be, to become
effective immediately after the opening of business on the
day following the day upon which such subdivision or
combination becomes effective.

           	(4)	In case the Corporation shall, by dividend or
otherwise, distribute to all holders of shares of Common
Stock evidences of indebtedness or assets (including
securities, but excluding any rights or warrants referred
to in subclause (B)(2), any dividend or distribution paid
in cash out of the retained earnings of the Corporation
and any dividend or distribution referred to in subclause
(B)(1)), the Conversion Price shall be adjusted so that
the same shall equal the price determined by multiplying
the Conversion Price in effect immediately prior to the
close of business on the date fixed for the determination
of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current
market price per share (determined as provided in subclause
(C)) of the Common Stock on the date fixed for such
determination less the then fair market value (as
determined by the Board of Directors, whose determination
shall be conclusive) of the portion of the assets or
evidences of indebtedness so distributed allocable to one
share of Common Stock and the denominator shall be such
current market price per share of the Common Stock, such
adjustment to become effective immediately prior to the
opening of business on the day following the date fixed
for the determination of stockholders entitled to receive
such distribution.

           	(5)	In case the Common Stock issuable upon the
conversion of the Series B shall be changed into the same
or a different number of shares of any class or classes of
stock, whether by capital reorganization,reclassification, 
or otherwise (other than a subdivision or combination of 
shares or a stock dividend provided for in subclauses
(B)(l) or (B)(3), or a reorganization, merger,
consolidation or sale of assets provided for in subclause
(F)), then and in each such event the holders of shares of
Series B shall have the right thereafter to convert such
shares into the kind

                               -15-

<PAGE>
and amount of shares of stock and other securities and
property receivable upon such reorganization,
reclassification or other change, by holders of the number
of shares of Common Stock into which such shares of Series
B might have been converted immediately prior to such
reorganization, reclassification or change.

           	(C)	For the purpose of any computation under
this Clause (vi), the current market price per share of
Common Stock on any date shall be deemed to be the average
of the daily Closing Prices for 15 consecutive Business
Days selected by the Board of Directors commencing not
more than 30 and not less than 20 Business Days before the
date in question. The term "Closing Price" on any day
shall mean (i) the last reported sales price per share of
Common Stock on such day on the New York Stock Exchange,
or (ii) if the Common Stock is not listed or admitted to
trading on the New York Stock Exchange, the last reported
sales price on the principal national securities exchange
on which the Common Stock is admitted for trading, or
(iii) if the Common Stock is not listed or admitted for
trading on any national securities exchange, the last
reported sales or transaction price or the average of the
closing bid and asked quotations, as the case may be, with
respect to the Common Stock on the National Association of
Securities Dealers, Inc. Automated Quotation System, or
any similar system then in use, or (iv) if no such
quotations are available, the fair market value on the
date in question of a share of Common Stock as determined
in good faith by the Board of Directors; and the term
"Business Day" shall mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking
institutions in The City of New York are authorized or
obligated by law or executive order to close.

           	(D)	Notwithstanding the provisions of
subclause (B) above, no adjustment in the Conversion Price
shall be required unless such adjustment (plus any adjust-
ments not previously made by reason of this subalause (D))
would require an increase or decrease of at least 1% in 
such price; provided, however, that any adjustments which by
reason of this subclause (D) are not required to be made
shall be carried forward and taken into account in any sub-
sequent adjustment. All calculations under this Clause (vi)
shall be made to the nearest cent.

           	(E)	The Corporation may make such reductions in
the Conversion Price, in addition to those required by
this Clause (vi), as it considers to be advisable in order
to avoid or diminish any income tax to any holder of
shares of Common Stock resulting from any dividend or
distribution of stock or issuance of rights or warrants to
purchase or

                               -16-

<PAGE>
subscribe for stock or from any event treated as such for income
tax purposes or for any other reasons. The Corporation shall have
the power to resolve any ambiguity or correct any error in this
Clause (vi) and its actions in so doing shall be final and
conclusive.

           	(F)	 In case the Corporation shall effect any capital
reorganization of the Common Stock (other than a subdivision,
combination, capital reorganization or reclassification provided
for in subclauses (B)(3) or (5)) or shall consolidate or merge
with or into any other corporation (other than a consolidation or
merger in which the Corporation is the surviving corporation and
each share of Common Stock outstanding immediately prior to such
consolidation or merger is to remain outstanding immediately after
such consolidation or merger) or shall sell or transfer all or
substantially all its assets to any other corporation, lawful
provision shall be made as a part of the terms of such transaction
whereby the holders of shares of Series B shall receive upon
conversion thereof, in lieu of each share of Common Stock which
would have been issuable upon conversion of such shares if
converted immediately prior to the consummation of such
transaction, the same kind and amount of stock (or other
securities, cash or property, if any) as may be issuable or
distributable in connection with such transaction with respect to
each share of Common Stock outstanding at the effective time of
such transaction, subject to subsequent adjustments for subsequent
stock dividends and distributions, subdivisions or combinations of
shares, capital reorganizations, reclassifications, consolidations
or mergers as nearly equivalent as possible to the adjustments
provided for in this Clause (vi).

           	(G)	Whenever the Conversion Price is adjusted as herein
provided:

           	(1)	the Corporation shall compute the adjusted Conversion
Price and shall cause to be prepared a certificate signed by an
authorized officer of the Corporation setting forth the adjusted
Conversion Price and showing in reasonable detail the facts upon
which such adjustment is based and the computation thereof and
such certificate shall forthwith be filed with each transfer agent
for the shares of Series B; and

           	(2)	a notice stating that the Conversion Price has been
adjusted and setting forth the adjusted Conversion Price shall,
as soon as practicable, be mailed to the holders of record of
outstanding shares of Series B.

                               -17-

<PAGE>
           (H)	In case:

          	(1)	the Corporation shall declare a dividend or other
distribution on its shares of Common Stock otherwise than
in cash out of its earned surplus;

          	(2)	the Corporation shall authorize the granting to
the holders of its shares of Common Stock of rights or
warrants entitling them to subscribe for or purchase any
shares of capital stock of any class or of any other
rights;

          	(3)	of any reclassification of the shares of Common
Stock (other than a subdivision or combination of its
outstanding shares of Common Stock), or of any
consolidation or merger to which the Corporation is a
party and for which approval of any stockholders of the
Corporation is required, or of the sale or transfer of all
or substantially all the assets of the Corporation; or

          	(4)	of the voluntary or involuntary liquidation,
dissolution or winding-up of the Corporation;

then the Corporation shall cause to be mailed to each
transfer agent for the shares of Series B and to the
holders of record of the outstanding shares of Series B,
at least 20 days (or 10 days in any case specified in
subclauses (1) or (2) above) prior to the applicable
record or effective date hereinafter specified, a notice
stating (x) the date as of which the holders of record of
shares of Common Stock to be entitled to such dividend,
distribution, rights or warrants are to be determined, or
(y) the date on which such reclassification,
consolidation, merger, sale, transfer, liquidation,
dissolution or winding-up is expected to become effective
and the date as of which it is expected that holders of
record of shares of Common Stock shall be entitled to
exchange their shares for securities or other property, if
any, deliverable upon such reclassification,
consolidation, merger, sale, transfer, liquidation,
dissolution or winding-up. Such notice shall also state
whether such transaction will result in any adjustment in
the Conversion Price applicable to the shares of Series B
and, if so, shall state what the adjusted Conversion Price
will be and when it will become effective. Neither the
failure to give the notice required by this subclause (H),
nor any defect therein, to any particular holder shall
affect the sufficiency of the notice or the legality or
validity of any such dividend, distribution, right,
warrant, reclassification, consolidation, merger, sale,
transfer, liquidation,

                               -18-

<PAGE>
dissolution or winding-up, or the vote on any action
authorizing such with respect to the other holders.

           	(I)	The Corporation shall at all times reserve
and keep available out of its authorized shares of Common
Stock, for the purpose of delivery upon conversion of
shares of Series B, the full number of shares of Common
Stock then deliverable upon the conversion of all shares
of Series B then outstanding and shall take all action
necessary so that shares of Common Stock so issued will be
validly issued, fully paid and nonassessable.

           	(J)	The Corporation will pay any and all stamp
or similar taxes that may be payable in respect of the
issuance or delivery of shares of Common Stock on
conversion of shares of Series B. The Corporation shall
not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the
issuance and delivery of shares of Common Stock in a name
other than that in which the shares of Series B so
converted were registered, and no such issuance or
delivery shall be made unless and until the person
requesting such issuance has paid to the Corporation the
amount of any such tax or has established to the
satisfaction of the Corporation that such tax has been
paid.

           	(K)	No fractional shares or scrip representing
fractional shares shall be issued upon the conversion of
shares of Series B. If any such conversion would otherwise
require the issuance of a fractional share an amount equal
to such fraction multiplied by the Closing Price per share
of Common Stock (determined as provided in subclause (C)
above) on the day of conversion shall be paid to the
holder in cash by the Corporation.

           	(L)	The certificate of any independent firm of
public accountants of recognized standing selected by the
Board of Directors shall be presumptive evidence of the
correctness of any computation made under this Clause
(vi).

         	(vii)	Voting Rights. Except as otherwise required
by law, holders of shares of Series B shall have no voting
rights; provided, however, that:

            (A)	Dividend Defaults.

           	(1)	If at any time accrued dividends on the shares of
Series B or any Parity Stock shall not have been paid in
an aggregate amount equal to or greater than six quarterly
dividends on the shares of Series B or such Parity Stock
at the time outstanding, then, and in any such event, the
number of Directors then constituting the entire Board of

                               -19-

<PAGE>
Directors of the Corporation shall automatically be
increased by two Directors and the holders of shares of
Series B and the holders of shares of Parity Stock, voting
together as a single class, shall be entitled to fill such
newly created directorships. Such right to vote as a
single class to elect two Directors shall, when vested,
continue until all dividends in default on the shares of
Series B and such Parity Stock, as the case may be, shall
have been paid in full and, when so paid, such right to
elect two Directors separately as a class shall cease,
subject, always, to the same provisions for the vesting of
such right to elect two Directors separately as a class in
the case of future dividend defaults. At any time when
such right to elect two Directors separately as a class
shall have so vested the Corporation may, and upon the
written request of the holders of record of not less than
20% of the total number of shares of Series B and such
Parity Stock then outstanding shall, call a special
meeting of the holders of such shares to fill such newly
created directorships for the election of Directors. In
the case of such a written request, such special meeting
shall be held within 90 days after the delivery of such
request and in either case, at the place and upon the
notice provided by law and in the By-laws of the
Corporation, provided that the Corporation shall not be
required to call such a special meeting if such request is
received less than 120 days before the date fixed for the
next ensuing annual meeting of stockholders of the
Corporation, at which meeting such newly-created
directorships shall be filled by the holders of such
shares of Series B and such Parity Stock.

     	     (2)	So long as any shares of Series B are outstanding
the By-laws of the Corporation shall contain provisions
ensuring that the number of Directors of the Corporation
shall at all times be such that the exercise, by the
holders of shares of Series B and the holders of shares of
Parity Stock, of the right to elect Directors under the
circumstances provided in paragraph (1) of this subclause
(A) will not contravene any provisions of the Charter.

           	(3)	Directors elected pursuant to paragraph (1) of
this subclause (A) shall serve until the earlier of (x)
the next annual meeting of the stockholders of the
Corporation and the election

                               -20-

<PAGE>
(by the holders of shares of Series B and Parity Stock)
and qualification of their respective successors or (y)
the next annual meeting of the stockholders of the
Corporation following the date upon which all dividends in
default on the shares of Series B and such Parity Stock
shall have been paid in full. If, prior to the end of the
term of any Director elected as aforesaid, a vacancy in
the office of such Director shall occur during the
continuance of a default in dividends on the shares of
Series B or such Parity Stock by reason of death,
resignation or disability, such vacancy shall be filled
for the unexpired term by the appointment by the remaining
Director elected as aforesaid of a new Director for the
unexpired term of such former Director.

           	(B)	Miscellaneous. Without the affirmative vote
of the holders of at least two-thirds of the outstanding
shares of Series B and outstanding shares of Parity Stock,
voting as a single class, the Corporation may not:

           	(1)	amend any provision of the Charter or this
Certificate which would adversely affect the voting powers
(except as such voting powers may be affected by the
authorization of any new series of Parity Stock having the
same voting rights as Series B or by the authorization of
any other shares of any class which are not entitled to
vote together with Series B in any class vote) or other
rights or preferences of holders of the shares of Series
B; or

           	(2)	authorize or create any class of stock senior to
the Series B as to dividends and upon liquidation.

           	Fifth: Election of Directors need not be by
written ballot unless the By-Laws of the corporation shall
so provide.

           	Sixth: In furtherance and not in limitation of
the powers conferred by statute, the Board of Directors is
expressly authorized to make, alter, amend or repeal the
By-Laws of the corporation, without any action on the part
of the stockholders, by the affirmative vote of at least a
majority of the entire Board of Directors, which shall
include the affirmative vote of at least one director from
each class of the Board of Directors if the Board shall
then be divided into classes. The By-Laws may also be
altered, amended or repealed by the affirmative vote of
the holders of

                               -21-

<PAGE>
shares representing at least eighty percent (80%) of the
shares of the corporation entitled to vote in the election
of directors, voting as one class; provided, however, that
the affirmative vote of the holders of shares representing
only a majority of the shares of the corporation entitled
to vote in the election of directors, voting as one class,
shall be required if such alteration, amendment or repeal
of the By-Laws has been previously approved by the
affirmative vote of at least two thirds (2/3) of the
entire Board of Directors of the corporation.

           	Seventh: A. A director of the corporation shall
not be liable to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a
director except for liability which, by express provision
of the General Corporation Law of Delaware as in effect
from time to time (hereinafter the "Delaware Law"), cannot
be eliminated.

                    	B.	(i) The corporation shall, to the fullest
extent permitted by Delaware Law, indemnify any person
(the "Indemnitee") who is or was involved in any manner
(including, without limitation, as a party or a witness)
in any threatened, pending or completed investigation,
claim, action, suit or proceeding, whether civil,
criminal, administrative or investigative (including
without limitation, any action, suit or proceeding brought
by or in the right of the corporation to procure a
judgment in its favor) (a "Proceeding") by reason of the
fact that Indemnitee is or was a director, officer or
employee of the corporation, or is or was serving another
entity in such capacity at the request of the corporation,
against all expenses and liabilities actually and
reasonably incurred by Indemnitee in connection with such
Proceeding.

           	(ii)	The right to indemnification conferred by
this Article Seventh shall be presumed to have been relied
upon by Indemnitee and shall be enforceable as a contract
right. The corporation may enter into contracts to provide
individual Indemnitees with specific rights of
indemnification to the fullest extent permitted by
Delaware Law and may create trust funds, grant security
interests, obtain letters of credit or use other means to
ensure the payment of such amounts as may be necessary to
effect the rights provided in this Article Seventh or in
any such contract.

          	(iii)	Upon making a request for indemnification,
Indemnitee nhall be presumed to be entitled to

                               -22-

<PAGE>
indemnification under this Article Seventh and the corporation
shall have the burden of proof to overcome that presumption in
reaching any contrary determination. Such indemnification shall
include the right to receive payment in advance of any expenses
incurred by Indemnitee in connection with any Proceeding,
consistent with the provisions of Delaware Law.

           	C.	Any repeal or modification of the foregoing
provisions of this Article Seventh shall not adversely affect any
right or protection of any director or any Indemnitee existing at
the time of such repeal or modification.

           	D.	The amendment or repeal of this Article Seventh
shall require the approval of the holders of shares representing
at least eighty percent (80%) of the shares of the corporation
entitled to vote in the election of directors, voting as one
class.

           	Eighth: A. The affirmative vote of not less than eighty
percent (80%) of the outstanding shares of the corporation
entitled to vote shall be required, except as otherwise expressly
provided in paragraph B of this Article Eighth, in order for any
of the following actions or transactions to be effected by the
corporation, or approved by the corporation as stockholder of any
subsidiary of the corporation, if, as of the record date for the
determination of the stockholders entitled to vote thereon or
consent thereto, any Prior Holder (as hereinafter defined)
beneficially owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of the corporation
entitled to vote:

           	(i)	any merger or consolidation of the corporation or any of
its subsidiaries with or into such Prior Holder, or

          	(ii)	any sale, lease, exchange or other disposition of all or
any substantial part of the assets of the corporation or any of
its subsidiaries to or with such Prior Holder, or

         	(iii)	the issuance or delivery of any voting securities of the
corporation or any of its subsidiaries to such Prior Holder in
exchange for cash, other assets or securities, or a combination
thereof, or

          	(iv)	any dissolution or liquidation of the corporation.

                               -23-

<PAGE>
	          B.	The vote of stockholders specified in
paragraph A of this Article Eighth shall not apply to any
action or transaction described in such paragraph, if the
Board of Directors of the corporation shall have approved
the action or transaction before direct or indirect
beneficial ownership or control of five percent (5%) or
more of the outstanding shares of stock of the corporation
entitled to vote is acquired by the Prior Holder.

          	C.	For the purpose of this Article Eighth and
guidance to the Board of Directors for the purpose of para-
graph D hereof, (a) "Prior Holder" shall mean any corpora-
tion, person or entity other than the corporation or any 
of its subsidiaries; (b) a Prior Holder shall be deemed to 
own or control, directly or indirectly, any outstanding shares
of stock of this corporation (i) which it has the right to
acquire pursuant to any agreement, or upon exercise of con-
version rights, warrants or options, or otherwise, or
(ii) which are beneficially owned, directly or indirectly
(including shares deemed owned through application of
clause (i) above), by any other corporation, person or 
other entity (x) with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or under-
standing for the purpose of acquiring, holding, voting or
disposing of stock of the corporation or (y) which is its
"affiliate" or "associate" as those terms were defined on
January 31, 1978 in the General Rules and Regulations 
under the Securities Exchange Act of 1934; (c) "outstanding 
shares of the corporation entitled to vote" and "voting 
securities" shall mean such shares as are entitled to vote 
in the election of directors, considered as one class; and (d) "sub-
sidiary" or "subsidiaries" shall mean any corporation of
which the corporation owns, directly or indirectly, fifty
percent (50%) or more of the voting stock.

           	D.	 The Board of Directors of the corporation
shall have the power and duty to determine for the
purposes of this Article Eighth, on the basis of
information then known to the Board of Directors, (i) who
shall constitute a Prior Holder, (ii) whether any Prior
Holder beneficially owns or controls, directly or
indirectly, five percent (5%) or more of the outstanding
shares of the corporation entitled to vote, or is an
"affiliate" or an "associate" (as defined above) of
another, and (iii) whether any proposed sale, lease,
exchange or other disposition involves a substantial part
of the assets of the corporation or any of its
subsidiaries. Any such determination by the Board shall be
conclusive and binding for all purposes.

           	Ninth: A. The business and affairs of the
corporation shall be managed by a Board of Directors
consisting of not less than nine (9) nor more than twenty-
one (21)

                               -24-

<PAGE>
persons.	The exact number of directors within the minimum
and maximum limitations specified in the preceding sentence
shall be fixed from time to time by the Board of Directors
pursuant to a resolution adopted by the affirmative vote of
a majority of the entire Board of Directors. At the 1984
Annual Meeting of Stockholders, the directors shall be
divided into three classes, as nearly equal in number as
possible,	with the term of office of the first class to
expire at	the 1985 Annual Meeting of Stockholders, the term
of office	of the second class to expire at the 1986 Annual
Meeting of Stockholders and the term of office of the third
class to expire at the 1987 Annual Meeting of Stockholders.
At each Annual Meeting of Stockholders following such ini-
tial classification and election, directors elected to suc-
ceed those directors whose terms expire shall be elected for
a term of	office to expire at the third succeeding Annual
Meeting of Stockholders after their election.

           	B.	Subject to the rights of the holders of any series
of preferred stock then outstanding, newly created directorships
resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death,
resignation, retirement, disqualification, removal from office or
other cause shall be filled by a majority vote of the directors
then in office, although less than a quorum, or by a sole
remaining director. Directors chosen pursuant to any of the
foregoing provisions shall hold office for a term expiring at the
Annual Meeting of Stockholders at which the term of the class to
which they have been elected expires and until their successors
are duly elected and have qualified or until their earlier
resignation or removal. Additional directorships resulting from an
increase in the number of directors pursuant to paragraph A of
this Article Ninth shall be apportioned among the three classes as
equally as possible. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any
incumbent director.

           	C.	 Any director or the entire Board of Directors may
be removed only for cause.

           	Tenth: No action required or permitted to be taken at
any annual or special meeting of the stockholders of the
corporation may be taken without a meeting and the power of
stockholders to consent in writing, without a meeting, to the
taking of any action is specifically denied.

           	Eleventh: The Board of Directors of the corporation,
when evaluating any offer of another party to (a) make a tender or
exchange offer for any equity security of the corporation, (b)
merge or consolidate the corporation with

                               -25-

<PAGE>
another corporation, or (c) purchase or otherwise acquire all or
substantially all of the properties and assets of the corporation,
shall, in connection with the exercise of its judgment in
determining what is in the best interests of the corporation and
its stockholders, give due consideration to (i) all relevant
factors, including without limitation the social, legal,
environmental and economic effects on the employees, customers,
suppliers and other affected persons, firms and corporations and
on the communities and geographical areas in which the corporation
and its subsidiaries operate or are located and on any of the
businesses and properties of the corporation or any of its
subsidiaries, as well as such other factors as the directors deem
relevant, and (ii) not only the consideration being offered, in
relation to the then current market price for the corporation's
outstanding shares of capital stock, but also in relation to the
then current value of the corporation in a freely negotiated
transaction and in relation to the Board of Directors' estimate of
the future value of the corporation (including the unrealized
value of its properties and assets) as an independent going
concern.

           	Twelfth:	The amendment or repeal of Articles
Sixth, Eighth, Ninth, Tenth and Eleventh of this Restated
Certificate of Incorporation shall require the approval of
the holders of shares representing at least eighty percent
(80%) of the shares of the corporation entitled to vote in the
election of directors, voting as one class.

           IN WITNESS WHEREOF,	said POTLATCH CORPORATION has
caused this certificate to be signed by Richard B. Madden,
its Chairman of the Board of Directors and Chief Executive
Officer, and attested by Sandra T. Powell, its Secretary,
this 1st day of May, 1987.

                                      POTLATCH CORPORATION

                                      By /s/Richard B. Madden

                                           Richard B. Madden
                                       Chairman of the Board of
                                          Directors and Chief
                                           Executive Officer

Attest:

/s/Sandra T. Powell

Sandra T. Powell
	Secretary

                               -26-