EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                      OF
                           AMCON DISTRIBUTING COMPANY,
                           AS AMENDED MAY 12, 2004


    AMCON Distributing Company, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation") hereby certifies as
follows:

    1.   The Corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on June 17, 1986.

    2.   On June 2, 1994, the Board of Directors of the Corporation
unanimously adopted a resolution authorizing the amendment and restatement
of the Corporation's Certificate of Incorporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the
State of Delaware.  On July 5, 1994, the Stockholders of the Corporation
approved the amendment and restatement of the Certificate of Incorporation
and the taking of the actions contemplated thereby by written consent
given in accordance with the provisions of Section 228 of the General
Corporation Law of the State of Delaware, and such consent has been filed
with the minutes of the proceedings of stockholders of the Corporation.
Written notice of such action has been given to all stockholders who have
not consented in writing in accordance with the provisions of Section 228
of the General Corporation Law of the State of Delaware.

    3.   Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, this Restated Certificate of Incorporation
amends and restates the provisions of the Certificate of Incorporation of
the Corporation.  The amendments have the effect of (i) increasing the
authorized shares of Common Stock to 5,000,000; (ii) authorizing the
issuance of 1,000,000 shares of Preferred Stock; (iii) classifying the
Board of Directors; and (iv) making such other changes as are proper under
Delaware Law and deemed necessary or appropriate by the Board of
Directors.

    4.   Accordingly, the text of the Certificate of Incorporation is
hereby amended and restated in its entirety to read as follows:


                               ARTICLE I

    The name of the Corporation is AMCON Distributing Company.

                               ARTICLE II

    The address of the registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle, Delaware 19805, and the name of its
registered agent at the address of the Corporation's registered office is
The Corporation Trust Company.

                               ARTICLE III

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

                               ARTICLE IV

    Section 1.  The total number of shares of capital stock which the
Corporation shall have the authority to issue is 16,000,000, consisting of
(a) 15,000,000 shares of Common Stock, par value $.01 per share and (b)
1,000,000 shares of Preferred Stock, par value $.01 per share.

    Section 2.  Each holder of Common Stock shall be entitled to one vote
for each share of Common Stock held of record by such holder and shall be
entitled to vote with respect to all matters as to which a stockholder of
a Delaware corporation would be entitled to vote.

    Section 3.  The Preferred Stock may be issued at any time and from
time to time in one or more series.  The Board of Directors is hereby
authorized to provide for the issuance of shares of Preferred Stock in
series and, by filing a certificate of designation pursuant to the
applicable provisions of the General Corporation Law of the State of
Delaware (hereinafter referred to as a "Preferred Stock Certificate of
Designation"), to establish from time to time the number of shares to be
included in each such series and to fix the designation, powers,
preferences and rights of shares of each such series and the
qualifications, limitations and restrictions thereof.  The authority of
the Board of Directors with respect to each series shall include, but not
be limited to, determination of the following:

        (a)  The designation of the series, which may be by distinguishing
number, letter or title;

        (b)  The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the
applicable Preferred Stock Certificate of Designation) increase or
decrease (but not below the number of shares thereof then outstanding);

        (c)  Whether dividends, if any, shall be cumulative or
noncumulative and the dividend rate of the series;

        (d)  The dates on which dividends, if any, shall be payable;

        (e)  The redemption rights and price or prices, if any, for shares
of the series;

        (f)  The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;

        (g)  The amounts payable on shares of the series in the event of
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;

        (h)  Whether the shares of the series shall be convertible or
exchangeable into shares of any other class or series, or any other
security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series or such other security, the
conversion or exchange price or prices or rate or rates, any adjustments
thereof, the date or dates as of which such shares shall be convertible or
exchangeable and all other terms and conditions upon which such conversion
or exchange may be made;

        (i)  Restrictions on the issuance of shares of the same series or
of any other class or series; and

        (j) The voting rights, if any, of the holders of shares of the
series.

    Section 4.  The Common Stock shall be subject to the express terms of
the Preferred Stock and any series thereof.

    Section 5.  Except as may be provided in this Restated Certificate of
Incorporation or in a Preferred Stock Certificate of Designation, the
Common Stock shall have the exclusive right to vote for the election of
directors and for all other purposes, and holders of Preferred Stock shall
not be entitled to receive notice of any meeting of stockholders at which
they are not entitled to vote.

    Section 6.  The Corporation shall be entitled to treat the person in
whose name any share of its stock is registered as the owner thereof for
all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person,
whether or not the Corporation shall have notice thereof, except as
expressly provided by applicable law.

    Section 7.  At 8:00 p.m. (central standard time) on the effective date
of the certificate of amendment adding these paragraphs to Article IV,
Section 7 (the "Effective Date"), each share of the Corporation's common
stock, $.01 par value ("Common Stock"), held of record as of 8:00 p.m.
(central standard time) on the Effective Date shall be and hereby is
automatically reclassified and converted, without further action, into
one-sixth (1/6) of a share of the Common Stock ("Reclassification and
Conversion").  No fractions of shares shall be issued to any fractional
holder, and in lieu of receiving such fractions of shares shall be
entitled to receive, upon surrender of the certificate or certificates
representing shares of Common Stock held of record by such fractional
holder, an amount equal to the fair value of such fractions of share as
determined by the Board of Directors of the Corporation.  From and after
8:00 p.m. (central standard time) on the Effective Date, each fractional
holder shall have no further interest as a stockholder in respect of such
fractional shares.


                               ARTICLE V

    The Board of Directors is hereby authorized to create and issue,
whether or not in connection with the issuance and sale of any of its
stock or other securities or property, rights entitling the holders
thereof to purchase from the Corporation shares of stock or other
securities of the Corporation or any other corporation.  The times at
which and the terms upon which such rights are to be issued will be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence such rights.  The authority of the Board of
Directors with respect to such rights shall include, but not be limited
to, determination of the following:

    (a)  the initial purchase price per share or other unit of the stock
or other securities or property to be purchased upon exercise of such
rights;

    (b)  Provisions relating to the times at which and the circumstances
under which such rights may be exercised or sold or otherwise transferred,
either together with or separately from any other stock or other
securities of the Corporation;

    (c)  Provisions which adjust the number or exercise price of such
rights, or amount or nature of the stock or other securities or property
receivable upon exercise of such rights, in the event of a combination,
split or recapitalization of any stock of the Corporation, a change in
ownership of the Corporation's stock or other securities or a
reorganization, merger, consolidation, sale of assets or other occurrence
relating to the Corporation or any stock of the Corporation and provisions
restricting the ability of the Corporation to enter into any such
transaction absent an assumption by the other party or parties thereto of
the obligations of the Corporation under such rights;

    (d)  Provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation the right to
exercise such rights and/or cause the rights held by such holder to become
void;

    (e)  Provisions which permit the Corporation to redeem such rights;
and

    (f)  The appointment of a rights agent with respect to such rights.

                               ARTICLE VI

    In furtherance and not in limitation of the powers conferred upon it
by law, the Board of Directors is expressly authorized to adopt, repeal,
alter or amend the By-laws of the Corporation by the vote of a majority of
the entire Board of Directors.  In addition to any requirements of law and
any other provision of this Restated Certificate of Incorporation, the
stockholders of the Corporation may adopt, repeal, alter or amend any
provision of the By-laws upon the affirmative vote of the holders of 75%
or more of the combined voting power of the then outstanding stock of the
Corporation entitled to vote generally in the election of directors.

                               ARTICLE VII

    Section 1.  The business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors, which may
exercise all such powers of the Corporation and do all such lawful acts
and things as are not by law or by this Restated Certificate of
Incorporation directed or required to be exercised or done by the
stockholders.

    Section 2.  The number of directors constituting the initial Board of
Directors shall be five, and thereafter the number of directors shall be
fixed from time to time by resolution of the Board of Directors pursuant
to the By-laws of the Corporation, but shall not be more than fifteen.
The Board of Directors shall be divided into three classes, designated
Classes I, II and III, which shall be as nearly equal in number as
possible.  Directors of Class I shall be elected to hold office for a term
expiring at the annual meeting of stockholders to be held in 1995;
directors of Class II shall be elected to hold office for a term expiring
at the annual meeting of stockholders to be held in 1996; and directors of
Class III shall be elected to hold office for a term expiring at the
annual meeting of stockholders to be held in 1997.  At each succeeding
annual meeting of stockholders following such initial classification and
election, the respective successors of each class shall be elected for
three-year terms.  The holders of a majority of the shares then entitled
to vote at an election of directors may remove any director or the entire
Board of Directors, but only for cause.

    Section 3.  Advance notice of nominations for elections for the
election of directors shall be given in the manner and to the extent
provided in the By-laws of the Corporation.



                               ARTICLE VIII

    Section 1.  A director shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (i) for any breach of his
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware or (iv) for any transaction from
which the director derives an improper personal benefit.  If the General
Corporation Law of the State of Delaware is amended after the filing of
this Restated Certificate of Incorporation to authorize corporate action
further eliminating or limiting the personal liability of directors, then
the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law of
the State of Delaware, as so amended.

    Section 2.  Any repeal or modification of the foregoing paragraph by
the stockholders of the Corporation shall not adversely affect any right
or protection of a director or the Corporation existing at the time of
such repeal or modification.

                               ARTICLE IX

    Section 1.  Each person who was or is made a party or is threatened to
be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director
or officer of the Corporation or is or was serving at the request of the
Corporation as a director or officer of another corporation or of a
partnership, joint venture, trust or other enterprise, including service
with respect to an employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action or omission in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless
by the Corporation to the fullest extent authorized by the General
Corporation Law of the State of Delaware, as the same exists or may
hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto), against all expense,
liability and loss (including, without limitation, attorneys' fees,
judgments, fines, excise taxes or penalties and amounts paid or to be paid
in settlement) incurred or suffered by such indemnitee in connection
therewith, and such indemnification shall continue with respect to an
indemnitee who has ceased to be a director or officer and shall inure to
the benefit of the indemnitee's heirs, executors and administrators;
provided, however, that, except as provided in Section 2 of this
Article IX with respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such indemnitee in
connection with a proceeding initiated by such indemnitee only if such
proceeding was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article IX shall be a
contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
further, that, if required by the General Corporation Law of the State of
Delaware, an advancement of expenses incurred by an indemnitee shall be
made only upon delivery to the Corporation of an undertaking (hereinafter,
an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final judicial
decision from which there is no further right to appeal (hereinafter, a
"final adjudication") that such indemnitee is not entitled to be
indemnified for such expenses under this Article IX or otherwise.

    Section 2.  If a claim under Section 1 of this Article IX is not paid
in full by the Corporation within 60 days after a written claim has been
received by the Corporation (except in the case of a claim for an
advancement of expenses, in which case the applicable period shall be 20
days), the indemnitee may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim.  If successful in
whole or in part in any such suit, the indemnitee shall also be entitled
to be paid the expense of prosecuting or defending such suit.  In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right
to an advancement of expenses), it shall be a defense that, and (ii) in
any suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the Corporation shall be entitled
to recover such expenses upon a final adjudication that, the indemnitee
has not met the applicable standard of conduct set forth in the General
Corporation Law of the State of Delaware.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel
or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the General Corporation Law of the State
of Delaware nor an actual determination by the Corporation (including its
Board of Directors, independent legal counsel, or its stockholders) that
the indemnitee has not met the applicable standard of conduct shall create
a presumption that the indemnitee has not met the applicable standard of
conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit.  In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder or by
the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled under this Article IX or otherwise to be indemnified, or to such
advancement of expenses, shall be on the Corporation.

    Section 3.  The rights to indemnification and to the advancement of
expenses conferred in this Article IX shall not be exclusive of any other
right which any person may have or hereafter acquire under this Restated
Certificate of Incorporation or any bylaw, contract, agreement, vote of
stockholders or disinterested directors or otherwise.

    Section 4.  The Corporation may maintain insurance, at its expense, to
protect itself and any indemnitee against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.

    Section 5.  The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article IX or as otherwise
permitted under the General Corporation Law of the State of Delaware with
respect to the indemnification and advancement of expenses of directors
and officers of the Corporation.

                               ARTICLE X

    A director of the Corporation, in determining what he reasonably
believes to be in the best interests of the Corporation, shall consider
the interests of the Corporation's stockholders and, in his discretion,
may consider any of the following:

    (a)  The interests of the Corporation's employees, independent
contractors, agents, suppliers, creditors and customers;

    (b)  The economy of the nation;

    (c)  Community and societal interests; and

    (d)  The long-term as well as short-term interests of the Corporation
and its stockholders, including the possibility that these interests may
be best served by the continued independence of the Corporation.

                               ARTICLE XI

    Election of directors at an annual or special meeting of stockholders
need not be by written ballot unless the By-laws of the Corporation shall
so provide.

                               ARTICLE XII

    Cumulative voting for the election of directors shall not be
permitted.

                               ARTICLE XIII

    Any action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or special
meeting of stockholders of the Corporation, and the ability of the
stockholders to consent in writing to the taking of any action is hereby
specifically denied.  The foregoing sentence shall take effect on the day
following the date on which the Corporation first has more than twenty-
five stockholders of record.  Except as otherwise required by law, special
meetings of stockholders of the Corporation may be called only by the
Chairman of the Board, the Board of Directors pursuant to a resolution
approved by a majority of the entire Board of Directors, by the President
or as otherwise provided in the By-laws of the Corporation.

                               ARTICLE XIV

    The vote of stockholders of the Corporation required to approve
Business Combinations (as hereinafter defined) shall be as set forth in
this Article XIV.

    Section 1.  In addition to any affirmative vote required by law or by
this Restated Certificate of Incorporation, and except as otherwise
expressly provided in Section 3 of this Article XIV:

        (a)  any merger or consolidation of the Corporation with (i) any
Interested Stockholder or (ii) any other corporation (whether or not
itself an Interested Stockholder) which is, or after such merger or
consolidation would be, an Affiliate or Associate of an Interested
Stockholder;

        (b)  any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or
with any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder of (i) all or substantially all the assets of the
Corporation or (ii) assets of the Corporation or any of its Subsidiaries
representing in the aggregate more than 75% of the total value of the
assets of the Corporation and its consolidated Subsidiaries as reflected
on the most recent consolidated balance sheet of the Corporation and its
consolidated Subsidiaries prepared in accordance with generally accepted
accounting principles then in effect;

        (c)  any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of transactions) to or
with any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder of any assets of the Corporation or of any
Subsidiary having an aggregate Fair Market Value of $10,000,000 or more,
but less than the amount referred to in clause (ii) of paragraph (b) of
this Section 1 or (ii) any merger or consolidation of any Subsidiary of
the Corporation having assets with an aggregate Fair Market Value of
$10,000,000 or more in a transaction not covered by paragraph (b) of this
Section 1 with (x) any Interested Stockholder or (y) any other corporation
(whether or not itself an Interested Stockholder) which is, or after such
merger or consolidation would be, an Affiliate or Associate of an
Interested Stockholder;

        (d)  the issuance or transfer by the Corporation or any Subsidiary
(in one transaction or a series of transactions) to any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder of
any securities of the Corporation or any Subsidiary in exchange for cash,
securities or other property (or a combination thereof) having an
aggregate Fair Market Value of $10,000,000 or more, other than the
issuance of securities upon the conversion of convertible securities of
the Corporation or any Subsidiary which were not acquired by such
Interested Stockholder (or such Affiliate or Associate) from the
Corporation or a Subsidiary;

        (e)  The adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder;
or

        (f)  any reclassification of securities (including any reverse
stock split) or recapitalization of the Corporation, or any merger or
consolidation of the Corporation with any of its Subsidiaries or any other
transaction (whether or not with or into or otherwise involving any
Interested Stockholder), which in any such case has the effect, directly
or indirectly, of increasing the proportionate share of the outstanding
shares of any class or series of stock or securities convertible into
stock of the Corporation or any Subsidiary which is directly or indirectly
beneficially owned by any Interested Stockholder or any Affiliate or
Associate of any Interested Stockholder shall not be consummated without
(i) the affirmative vote of the holders of at least 75% of the combined
voting power of the then outstanding shares of stock of all classes and
series of the Corporation entitled to vote generally in the election of
directors (the "Voting Stock") and (ii) the affirmative vote of a majority
of the combined voting power of the then outstanding shares of Voting
Stock held by Disinterested Stockholders, in each case voting together as
a single class.  Such affirmative vote shall be required notwithstanding
the fact that no vote may be required, or that a lesser percentage may be
specified, by law or by this Restated Certificate of Incorporation or by a
registered securities association or in any agreement with any national
securities exchange or otherwise.

    Section 2.  The term "Business Combination" as used in this
Article XIV shall mean any transaction which is referred to in any one or
more of paragraphs (a) through (f) of Section 1 of this Article XIV.

    Section 3.  The provisions of Section 1 of this Article XIV shall not
be applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law
and any other provision of this Restated Certificate of Incorporation, if
all the conditions specified in any of the following paragraphs (a), (b)
or (c) are met:

        (a)  such Business Combination shall have been approved by a
majority of the Disinterested Directors and (ii) the Interested
Stockholder involved in such Business Combination (x) acquired such status
as an Interested Stockholder in a manner substantially consistent with an
agreement or memorandum of understanding approved by the Board of
Directors (including a majority of the Disinterested Directors) prior to
the time such Interested Stockholder became an Interested Stockholder and
(y) has complied with all requirements imposed by such agreement or
memorandum of understanding; or

        (b)  in the case of any Business Combination described in
paragraph (a) or (f) of Section 1 of this Article XIV, (i) such Business
Combination shall have been approved by a majority of the Disinterested
Directors, (ii) such Business Combination shall not have resulted,
directly or indirectly, in an increase of more than 10% in the total
amount of shares of any class or series of stock or securities convertible
into stock of the Corporation or any Subsidiary which was directly or
indirectly beneficially owned by an Interested Stockholder and all
Affiliates and Associates of such Interested Stockholder at the time of
the approval of such Business Combination by a majority of the
Disinterested Directors and (iii) such Business Combination shall not have
been consummated within a period of two years after the consummation of
any other Business Combination described in paragraph (a), (b), (c), (d),
(e) or (f) of Section 1 of this Article XIV (whether or not such other
Business Combination shall have been approved by a majority of the
Disinterested Directors) which had the effect, directly or indirectly, of
increasing the proportionate share of the outstanding shares of any class
or series of stock or securities convertible into stock of the Corporation
or any Subsidiary which was directly or indirectly beneficially owned by
such Interested Stockholder or any Affiliate or Associate of such
Interested Stockholder; or

        (c)  in the case of any Business Combination described in
paragraph (c) or (d) of Section 1 of this Article XIV, such Business
Combination shall have been approved by a majority of the Disinterested
Directors.

    Section 4.  For the purposes of this Article XIV:

        (a)  A "person" shall mean any individual, group, firm,
corporation, partnership, trust or other entity.

        (b) "Interested Stockholder" shall mean any person (other than the
Corporation, any Subsidiary and other than any group consisting of the
directors and officers of the Corporation which may be deemed to be a
group solely by reason of each of them being directors or officers of the
Corporation or members of a slate proposed by the Corporation as
directors) who or which:

            (1)  is the beneficial owner, directly or indirectly, of 10%
or more of the combined voting power of the then outstanding shares of
Voting Stock; or

            (2)  is an Affiliate of the Corporation and at any time within
the two-year period immediately prior to the date in question was the
beneficial owner, directly or indirectly, of 10% or more of the combined
voting power of the then outstanding shares of Voting Stock; or

            (3)  is an assignee of or has otherwise succeeded to the
beneficial ownership of any shares of Voting Stock which were at any time
within the two-year period immediately prior to the date in question
beneficially owned by any Interested Stockholder, if such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933.
        (c)  "Disinterested Stockholder" shall mean a stockholder of the
Corporation who is not an Interested Stockholder or an Affiliate or an
Associate of an Interested Stockholder.

        (d)  a person shall be a "beneficial owner" of any Voting Stock:

            (1)  which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or

            (2)  which such person or any of its Affiliates or Associates
has (a) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any agreement,
arrangement or understanding or upon the exercise of conversion rights,
exchange rights, warrants or options, or otherwise or (b) the right to
vote or to direct the vote pursuant to any agreement, arrangement or
understanding; or

            (3)  which are beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose
of acquiring, holding, voting or disposing of any shares of Voting Stock.

        (e)  For the purposes of determining whether a person is an
Interested Stockholder pursuant to paragraph (b) of this Section 4, the
number of shares of Voting Stock deemed to be outstanding shall include
shares deemed owned by such person through application of paragraph (d) of
this Section 4 but shall not include any other shares of Voting Stock
which may be issuable to other persons pursuant to any agreement,
arrangement or understanding or upon exercise of conversion rights,
exchange rights, warrants or options or otherwise.

        (f) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on February 1,
1993.

        (g) "Subsidiary" shall mean any Corporation more than 50% of whose
outstanding stock having ordinary voting power in the election of
directors is owned by the Corporation, by a Subsidiary or by the
Corporation and one or more Subsidiaries; provided, however, that for the
purposes of the definition of Interested Stockholder set forth in
paragraph (b) of this Section 4, the term "Subsidiary" shall mean only a
corporation of which a majority of each class of equity security is owned
by the Corporation, by a Subsidiary or by the Corporation and one or more
Subsidiaries.

        (h) "Disinterested Director" means any member of the Board of
Directors of the Corporation who is unaffiliated with, and not a nominee
of, the Interested Stockholder and was a member of the Board of Directors
prior to the time that the Interested Stockholder became an Interested
Stockholder, and any successor of a Disinterested Director who is
unaffiliated with, and not a nominee of, the Interested Stockholder and
who is recommended to succeed a Disinterested Director by a majority of
Disinterested Directors then on the Board of Directors.

        (i) "Fair Market Value" means: (1) in the case of stock, the
highest closing sale price during the 30-day period immediately preceding
the date in question of a share of such stock on the New York Stock
Exchange Composite Tape or, if such stock is not quoted on the Composite
Tape, on the New York Stock Exchange or, if such stock is not listed on
such Exchange, on the principal United States securities exchange
registered under the Securities Exchange Act of 1934 on which such stock
is listed or, if such stock is not listed on any such exchange, the
highest closing sales price or bid quotation with respect to a share of
such stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations
System or any system then in use or, if no such quotations are available,
the fair market value on the date in question of a share of such stock as
determined by a majority of the Disinterested Directors in good faith; and
(2) in the case of stock of any class or series which is not traded on any
securities exchange or in the over-the-counter market or in the case of
property other than cash or stock, the fair market value of such stock or
property, as the case may be, on the date in question as determined by a
majority of the Disinterested Directors in good faith.

    Section 5.  A majority of the Disinterested Directors of the
Corporation shall have the power and duty to determine, on the basis of
information known to them after reasonable inquiry, all facts necessary to
determine compliance with this Article XIV, including, without limitation,
(a) whether a person is an Interested Stockholder, (b) the number of
shares of Voting Stock beneficially owned by any person, (c) whether a
person is an Affiliate or Associate of another person, (d) whether the
requirements of Section 3 of this Article XIV have been met with respect
to any Business Combination and (e) whether the assets which are the
subject of any Business Combination have, or the consideration to be
received for the issuance or transfer of securities by the Corporation or
any Subsidiary in any Business Combination has, (i) an aggregate Fair
Market Value of $10,000,000 or more or (ii) represent in the aggregate
more than 75% of the total value of the assets of the Corporation and its
consolidated Subsidiaries prepared in accordance with generally accepted
accounting principles then in effect; and the good faith determination of
a majority of the Disinterested Directors on such matters shall be
conclusive and binding for all purposes of this Article XIV.

    Section 6.  Nothing contained in this Article XIV shall be construed
to relieve an Interested Stockholder from any fiduciary obligation imposed
by law.

                               ARTICLE XV

    The Corporation reserves the right at any time and from time to time
to amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and any other provisions authorized by the
laws of the State of Delaware at the time in force may be added or
inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever
nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Restated Certificate of Incorporation
in its present form or as hereafter amended are granted subject to the
right reserved in this Article XV; provided, however, that any amendment
or repeal of Article VIII or Article IX of this Restated Certificate of
Incorporation shall not adversely affect any right or protection existing
hereunder immediately prior to such amendment or repeal; and provided,
further, that Articles V, VI, VII, VIII, IX, X, XII, XIII, XIV and XV of
this Restated Certificate of Incorporation shall not be amended, altered,
changed or repealed without the affirmative vote of the holders of at
least 75% of the then outstanding stock of the Corporation entitled to
vote generally in the election of directors.

<PAGE>
    IN WITNESS WHEREOF, said Board of Directors has caused this
certificate to be signed by Michael D. James, an Authorized Officer, this
12th day of May, 2004.


                        By: /s/ Michael D. James
                           -----------------------
                           Name:  Michael D. James
                           Title: Chief Financial Officer, Secretary and
                                  Treasurer