Exhibit 3.1

              RESTATED CERTIFICATE OF INCORPORATION
                                OF
                     FLEMING COMPANIES, INC.


                           ARTICLE ONE

          The name of the corporation is:

                     FLEMING COMPANIES, INC.


                           ARTICLE TWO

          The address of its registered office in the State of
Oklahoma is 735 First National Building, Oklahoma City, Oklahoma
73102, and the name of its registered agent at such address is
The Corporation Company.


                          ARTICLE THREE

          The period of existence of the corporation shall be of
perpetual duration.


                           ARTICLE FOUR

          The purposes for which the corporation is formed are:

          To engage in the business of procuring and distributing
food and related products, and to purchase, buy, sell, exchange,
produce, manufacture, process, export, import, handle, store,
distribute, and otherwise generally deal in any and all articles
of food, food products, and food supplies of all kinds, both at
wholesale and retail, and acquire, construct, maintain, operate,
buy, sell, and deal with stores selling such goods, wares, and
merchandise; to acquire, construct, establish, maintain, operate,
or sell or dispose of factories, plants, warehouses, machinery
and equipment, markets, stores, and gathering and delivery routes
and systems for such purposes.

          To engage in any lawful act or activity and to pursue
any lawful purpose for which a corporation may be formed under
the Business Corporation Act of Oklahoma.

          To act in and conduct any lawful business for profit at
such places and in such manner as its directors shall determine,
and in so doing enter into any general, special or limited
partnership as a general, special or limited partner; or into any
association or arrangement for sharing profits, union of inter
est, reciprocal concessions or transactions capable of being
conducted so as to benefit, directly or indirectly, the corporation;

          To raise or procure funds from other individuals,
firms, associations or corporations to be invested in any business
in which this corporation might engage, for and on behalf of
the parties investing such funds as individual owners or in one
or more joint ventures, general partnerships, limited partner
ships, syndicates or other associations or other corporations,
whether the corporation is or is not a co-owner, joint venturer,
associate, partner or shareholder in the business in which such
funds are levied;

          To guarantee, co-sign and be surety for the debts, dues
and obligations of its subsidiaries, affiliates, parent corpora-
tions, shareholders, partners, whether general, special or
limited, joint co-adventurers, co-tenants, and any other persons,
firms or corporations, to obtain a loan commitment or contract
which will beneficially affect this corporation or its shareholders;
provided, it shall not be the purpose of this corporation to
transact a business of insurance or to do any act prohibited by
law to a business corporation;

          The objects and purposes specified in the foregoing
clauses shall, except where otherwise expressed, be in no wise
limited or restricted by reference to, or inference from the
terms of any other clause in this or any other article of this
Certificate of Incorporation, but the objects and purposes
specified in each of the foregoing clauses of this article shall
be regarded as independent powers as well as objects and purposes
and the enumeration of specific powers, objects and purposes is
in addition to and not in limitation of the powers conferred by
the provisions of the Oklahoma General Corporation Act.


                           ARTICLE FIVE

          The aggregate number of shares of all classes of stock
which the corporation shall have authority to issue is one
hundred two million shares (102,000,000) of which two million
(2,000,000) are to be Preferred Stock of a par value of $10.00
per share, and one hundred million shares (100,000,000) are to be
common stock with a par value of $2.50 per share. The designation
of each class, the number of shares of each class, and the par
value of each class are as follows:

                               Number         Par
          Class               of Shares      Value
          -----               ---------      -----

          Preferred Stock     2,000,000      $10.00
          Common Stock      100,000,000      $ 2.50

          The preferences, qualifications, limitations, restric-
tions and special or relative rights in respect of the shares of
each class are as follows:

          Division A - Preferred Stock.  Shares of the Preferred
Stock may be issued from time to time in one or more series,
shares of each series to have such voting powers, full or lim
ited, or no voting powers, and such designations, preferences and
relative, participating, option or other special rights, and
qualifications, limitations or restrictions thereof, as shall be
stated and expressed herein or in a resolution or resolutions
providing for the issue of such series adopted by the Board of
Directors of the Corporation.  The Board of Directors of the
Corporation is hereby expressly authorized, subject to the
limitations provided by law, to establish and designate series of
the Preferred Stock, to fix the number of shares constituting
each series, and to fix the designations of the relative powers,
rights, preferences and limitations of the shares of each series
and the variation and variations in the relative powers, rights,
preferences and limitations as between series, and to increase
and to decrease the number of shares constituting each series.
Subject to the limitations imposed herein and by law, the author
ity of the Board of Directors of the Corporation with respect to
each series shall include but not be limited to the authority to
determine the following: (i) the designation and number of shares
constituting each series; (ii) the dividend rate payable on each
series and whether such dividends are cumulative or
noncumulative; (iii) the voting rights, if any, with respect to
each series; (iv) the redemption rights, if any, with respect to
each series; (v) the creation, if any, of a sinking fund with
respect to each series: (vi) the conversion rights, if any, with
respect to each series; (vii) the preference rights upon
liquidation or dissolution; (viii) the relative priority of the
shares of each series to shares of other classes or series with
respect to dividends or other dissolution of or the distribution
of the assets of the corporation; and (ix) any other rights and
qualifications, preferences and limitations or restrictions of
the shares of each series.

          Division B - Common Stock.  Each share of Common Stock
of the Corporation shall be equal in all respects to each other
share. The holders of Common Stock shall be entitled to one vote
for each share of Common Stock held with respect to all matters
as to which the Common Stock is entitled to be voted. Except as
otherwise required by law, the holders of Common Stock shall vote
together with the holders of shares of Preferred Stock, if any
have been issued, and all series thereof who are entitled to
vote, and not separately by class.

          Subject to the preferential and other dividend rights,
if any, applicable to the shares of Preferred Stock, the holders
of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock or otherwise) as may be declared on the
Common Stock by the Board of Directors at any time or from time
to time out of any funds legally available therefor.

          In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, after
distribution in full of the preferential and/or other amounts to
be distributed to the holders of the shares of Preferred Stock,
if any shall have been issued, the holders of Common Stock shall
be entitled to receive all of the remaining assets of the
Corporation available for distribution to its shareholders,
ratably in proportion to the number of shares of Common Stock
held by them.  A liquidation, dissolution or winding up of the
Corporation, as such terms are used in this subparagraph, shall
not be deemed to be occasioned by or to include any consolidation
or merger of the Corporation with or into any other corporation
or corporations or a sale, lease, or conveyance of all or a part
of the assets of the Corporation or any liquidation, dissolution
and/or winding up of the Corporation in connection therewith.


                           ARTICLE SIX

          The amount of stated capital with which the corporation
will begin business is $500.00, which has been fully paid in.


                          ARTICLE SEVEN

          The number and class of shares to be allotted by the
corporation before it shall begin business and the consideration
to be received by the corporation therefor, are:

                                              Consideration to be
Class of Shares        Number of Shares        Received Therefor
---------------        ----------------        -----------------

Common                        200                 $500.00


                          ARTICLE EIGHT

          The business and affairs of the corporation shall be
managed by or under the direction of a board of directors
consisting of not less than three directors or more than twenty
directors, the exact number of directors to be determined from
time to time solely by resolution adopted by the board of
directors.  Until the annual meeting of shareholders in 2002, the
directors shall be divided into three classes, as nearly equal in
number as possible, consisting initially of three, three and
three directors.  Each director elected prior to the effective
date of this Article Eight shall serve for the full term for
which he or she was elected, such that the term of each director
elected at the 1997 annual meeting shall end at the annual
meeting in 2000, the term of each director elected at the 1998
annual meeting shall end at the annual meeting in 2001, and the
term of each director elected at the 1999 annual meeting shall
end at the annual meeting in 2002.  After the 1999 annual
meeting, directors chosen to fill vacancies in the board of
directors resulting from any increase in the number of directors
or from death, resignation, disqualification or removal shall
hold office for a term expiring at the annual meeting of
shareholders at which the term of office for which they have been
elected expires; provided that vacancies on the board of
directors resulting from any increase in the number of directors
shall be allocated among the remaining classes of directors at
the time such increase occurs.  Commencing with the annual
meeting in 2002, the foregoing classification of the board of
directors shall cease, and all directors shall be of one class
and serve for a term ending at the annual meeting following the
annual meeting at which the director was elected.  In no case
shall a decrease in the number of directors shorten the term of
any incumbent director.  Each director shall hold office after
the annual meeting at which his or her term is scheduled to end
until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, disqualification
or removal from office.  Any newly created directorship resulting
from an increase in the number of directors or any vacancy that
may occur before the next annual election of directors may be
filled by a majority of the directors then in office, even if
less than a quorum, or by a sole remaining director.


                           ARTICLE NINE

          For the regulation of the internal affairs of the
corporation, it is provided as follows:

          Authority to adopt, amend, alter, repeal or readopt
bylaws for the government of the corporation is, subject to the
right of the shareholders to alter or repeal such bylaws, hereby
vested in the board of directors.

          No right to dissent shall exist in behalf of any
shareholders as to all or any corporate action if such action be
approved by the vote or written consent of the holders of at
least ninety percent (90%) of all outstanding shares of the
corporation, or in behalf of the holders of the shares of any
class or classes if such corporation action be approved by the
written consent of the holders of at least ninety percent (90%)
of all outstanding shares and of at least three-fourths (3/4) of
the shares of such class or classes.


                           ARTICLE TEN

          Section 1.  Vote Required for Certain Business Combina-
tions.

          A.  Higher Vote for Certain Business Combinations.  In
addition to any affirmative vote required by law, this
Certificate of Incorporation or otherwise, and except as
otherwise expressly provided in Section 2 of this Article Ten:

              (i) any merger or consolidation of the Corporation
          or any Subsidiary (as hereinafter defined) with (a) any
          Interested Shareholder (as hereinafter defined) or (b)
          any other corporation (whether or not itself an
          Interested Shareholder) which is, or after such merger
          or consolidation would be, an Affiliate (as hereinafter
          defined) of an Interested Shareholder; or

              (ii) any sale, lease, exchange, mortgage, pledge,
          transfer or other disposition (in one transaction or a
          series of transactions) to or with any Interested
          Shareholder or any Affiliate of any Interested Share-
          holder of any assets of the Corporation or any
          Subsidiary having an aggregate Fair Market Value (as
          hereinafter defined) of $1,000,000 or more; or

              (iii) the issuance or transfer by the Corporation
          or any Subsidiary (in one transaction or a series of
          transactions) of any securities of the Corporation or
          any Subsidiary (other than pursuant to any stock option
          or similar plans now in effect or hereafter adopted by
          the Corporation and approved by vote of the
          shareholders of the Corporation solicited substantially
          in accordance with the rules and regulations then in
          effect under Section 14 of the Securities Exchange Act
          of 1934) to any Interested Shareholder or any Affiliate
          of any Interested Shareholder in exchange for cash,
          securities or other property (or a combination thereof)
          having an aggregate Fair Market Value of $2,000,000 or
          more; or

              (iv) the adoption of any plan or proposal for the
          liquidation or dissolution of the Corporation proposed
          by or on behalf of any Interested Shareholder or any
          Affiliate of any Interested Shareholder; or

              (v) 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 with any of its Subsidiaries or any other
          transaction (whether or not with or into or otherwise
          involving an Interested Shareholder) which has the
          effect, directly or indirectly, of increasing the
          proportionate share of the outstanding shares of any
          class of equity or convertible securities of the
          Corporation or any Subsidiary which is directly or
          indirectly owned by any Interested Shareholder or any
          Affiliate of any Interested Shareholder;

shall require the affirmative vote of the holders of at least 80%
of the voting power of the then outstanding shares of capital
stock of the Corporation entitled to vote generally in the
election of directors (the "Voting Stock"), including the holders
of at least 80% of the outstanding Common Stock not held by
Interested Shareholders, 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 in any agreement with any national
securities exchange or otherwise.

          B.  Definition of "Business Combination".  The term
"Business Combination" as used in this Article Ten shall mean any
transaction that is referred to in any one or more of clauses (i)
through (v) of paragraph A of this Section 1.

          Section 2.  When Higher Vote is Not Required.  The
provisions of Section 1 of this Article Ten 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 Certificate of
Incorporation, if all of the conditions specified in either of
the following paragraphs A and B are met:

          A.  Approval by Continuing Directors.  The Business
Combination shall have been approved by three-fourths (3/4) of
the Continuing Directors (as hereinafter defined).

          B.   Price and Procedure Requirements.  All of the
following conditions shall have been met:

               (i) The aggregate amount of cash and the Fair
          Market Value as of the date of the consummation of the
          Business Combination of consideration other than cash
          to be received per share by holders of Common Stock in
          such Business Combination shall be at least equal to
          the highest of the following:

                   (a) (if applicable) the highest per share
               price (including any brokerage commissions,
               transfer taxes and soliciting dealers' fees) paid
               by the Interested Shareholder for any shares of
               Common Stock acquired by it (1) within the
               two-year period immediately prior to the first
               public announcement of the proposal of the
               Business Combination (the "Announcement Date") or
               (2) in the transaction in which it became an
               Interested Shareholder (the date of such
               transaction being referred to herein as the
               "Determination Date"), whichever is higher; or

                    (b) the Fair Market Value per share of Common
               Stock on the Announcement Date or the
               Determination Date, whichever is higher.

               (ii) The aggregate amount of the cash and the Fair
          Market Value as of the date of the consummation of the
          Business Combination of consideration other than cash
          to be received per share by holders of shares of any
          other class of outstanding Voting Stock shall be at
          least equal to the highest of the following (it being
          intended that the requirements of this paragraph B(ii)
          shall be required to be met with respect to every class
          of outstanding Voting Stock, whether or not the
          Interested Shareholder has previously acquired any
          shares of a particular class of Voting Stock):

                   (a) (if applicable) the highest per share
               price (including any brokerage commissions,
               transfer taxes and soliciting dealers' fees) paid
               by the Interested Shareholder for any shares of
               such class of Voting Stock acquired by it (1)
               within the two-year period immediately prior to
               the Announcement Date or (2) in the transaction in
               which it became an Interested Shareholder, which-
               ever is higher;

                   (b) (if applicable) the highest preferential
               amount per share to which the holders of shares of
               such class of Voting Stock are entitled in the
               event of any voluntary or involuntary liquidation,
               dissolution or winding up of the Corporation; or

                   (c) the Fair Market Value per share of such
               class of Voting Stock on the Announcement Date or
               on the Determination Date, whichever is higher.

               (iii) The consideration to be received by holders
          of a particular class of outstanding Voting Stock
          (including Common Stock) shall be in cash or in the
          same form as the Interested Shareholder has previously
          paid for the largest number of shares of such class of
          Voting Stock.

               (iv) After such Interested Shareholder has become
          an Interested Shareholder and prior to the consummation
          of such Business Combination: (a) except as approved by
          three-fourths (3/4) of the Continuing Directors, there
          shall have been no failure to declare and pay at the
          regular date therefor any full quarterly dividends
          (whether or not cumulative) on any outstanding
          Preferred Stock; (b) there shall have been (1) no
          reduction in the annual rate of dividends, if any, paid
          on the Common Stock (except as necessary to reflect any
          subdivision of the Common Stock), except as approved by
          three-fourths (3/4) of the Continuing Directors, and
          (2) no failure to increase the annual rate of dividends
          as necessary to reflect any reclassification (including
          any reverse stock split), recapitalization,
          reorganization or any similar transaction which has the
          effect of reducing the number of outstanding shares of
          the Common Stock, unless the failure so to increase
          such annual rate is approved by three-fourths (3/4) of
          the Continuing Directors; and (c) such Interested
          Shareholder shall have not become the beneficial owner
          of any additional shares of Voting Stock except as part
          of the transaction which results in such Interested
          Shareholder becoming an Interested Shareholder.

                (v) After such Interested Shareholder has become
          an Interested Shareholder, such Interested Shareholder
          shall not have received the benefit, directly or
          indirectly (except proportionately as a shareholder),
          of any loans, advances, guarantees, pledges or other
          financial assistance or any tax credits or other tax
          advantages provided by the Corporation, whether in
          anticipation of or in connection with such Business
          Combination or otherwise.

               (vi) A proxy or information statement, describing
          the proposed Business Combination and complying with
          the requirements of the Securities Exchange Act of 1934
          and the rules and regulations thereunder (or any
          subsequent provisions replacing such Act, rules or
          regulations) shall be prepared and mailed by the
          Corporation, at the expense of the Interested
          Shareholder, to public shareholders of the Corporation
          at least 30 days prior to the meeting at which such
          Business Combination will be voted upon (whether or not
          such proxy or information statement is required to be
          mailed pursuant to such Act or subsequent provisions).

          If the conditions of paragraph B(i)-(v) of this Section
have been met, then the provisions of Section 1 of this Article
Ten shall not be applicable as to the approval of such Business
Combination.  If any of such conditions have not been met, then
Section 1 of this Article Ten shall be applicable.

          Section 3.  Certain Definitions.  For the purposes of
this Article Ten:

          A.  A "person" shall mean any individual, firm,
corporation or other entity.

          B.  "Interested Shareholder" shall mean any person
(other than the Corporation or any Subsidiary) who or which:

              (i) is the beneficial owner, directly or
          indirectly, of more than 10% of the voting power of the
          outstanding Voting Stock; or

              (ii) 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 voting power of
          the then outstanding Voting Stock; or

              (iii) is an assignee of or has otherwise succeeded
          to any shares of Voting Stock that were at any time
          within the two-year period immediately prior to the
          date in question owned beneficially by any Interested
          Shareholder, 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.  A person shall be a "beneficial owner" of any
Voting Stock:

              (i) which such person or any of its Affiliates or
          Associates (as hereinafter defined) owns beneficially,
          directly or indirectly; or

              (ii) 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
          pursuant to any agreement, arrangement or
          understanding; or

              (iii) which are owned beneficially, 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.

          D.  For the purposes of determining whether a person is
an Interested Shareholder pursuant to paragraph B of this Section
3, the number of shares of Voting Stock deemed to be outstanding
shall include shares deemed owned through application of
paragraph C of this Section 3 but shall not include any other
shares of Voting Stock which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of
conversion rights, warrants or options, or otherwise.

          E.  "Affiliate" or "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 December 31, 1984.

          F.  "Subsidiary" means any corporation of which a
majority of any class of equity security is owned, directly or
indirectly, by the Corporation; provided, however, that for the
purposes of the definition of Interested Shareholder set forth in
paragraph B of this Section 3, the term "Subsidiary" shall mean
only a corporation of which a majority of each class of equity
security is owned, directly or indirectly, by the Corporation.

          G.  "Continuing Director" means any member of the Board
of Directors of the Corporation (the "Board") who is unaffiliated
with the Interested Shareholder and was a member of the Board
prior to the time that the Interested Shareholder became an
Interested Shareholder, and any successor of a Continuing
Director who is unaffiliated with the Interested Shareholder and
is recommended to succeed a Continuing Director by a majority of
Continuing Directors then on the Board.

          H.  "Fair Market Value" means:  (i) in the case of
stock, the highest closing sale price during the 30-day period
ending on the date in question of a share of such stock on the
Composite Tape for New York Stock Exchange-Listed Stocks, 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 bid quotation with respect to a share of such
stock during the 30-day period ending on 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 the Board in
good faith; and (ii) in the case of property other than cash or
stock, the fair market value of such property on the date in
question as determined by the Board in good faith.

          I.  In the event of any Business Combination in which
the Corporation survives, the phrase "other consideration to be
received" as used in paragraphs B(i) and (ii) of Section 2 of
this Article Ten shall include the shares of Common Stock and/or
the shares of any other class of outstanding Voting Stock
retained by the holders of such shares.

          Section 4.  Powers of Continuing Directors.  The
Continuing Directors of the Corporation shall have the power and
duty to determine for the purposes of this Article Ten, on the
basis of information known to them after reasonable inquiry, (A)
whether a person is an Interested Shareholder, (B) the number of
shares of Voting Stock owned beneficially by any person, (C)
whether a person is an Affiliate or Associate of another and (D)
whether the assets that are the subject of any Business
Combination have an aggregate Fair Market Value of $1,000,000 or
more, or the consideration to be received for the issuance or
transfer of securities by the Corporation or any Subsidiary in
any Business Combination has an aggregate Fair Market Value of
$2,000,000 or more.


                          ARTICLE ELEVEN

          Section 1.  Prevention of "Greenmail".  Any direct or
indirect purchase or other acquisition by the Corporation of any
Equity Security (as hereinafter defined) of any class from any
Interested Securityholder (as hereinafter defined) who has
beneficially owned such securities for less than two years prior
to the date of such purchase or any agreement in respect thereof
shall, except as hereinafter expressly provided, require the
affirmative vote of the holders of at least a majority of the
voting power of the then outstanding shares of capital stock of
the Corporation entitled to vote generally in the election of
directors (the "Voting Stock"), voting together as a single class
(it being understood that for the purposes of this Article
Eleven, each share of the Voting Stock shall have the number of
votes granted to it pursuant to Article Five of this Certificate
of Incorporation). 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 any agreement of
any national securities exchange, or otherwise, but no such
affirmative vote shall be required with respect to any purchase
or other acquisition of securities made as part of a tender or
exchange offer by the Corporation to purchase securities of the
same class made on the same terms to all holders of such
securities and complying with the applicable requirements of the
Securities Exchange Act of 1934 and the rules and regulations
thereunder (or any subsequent provisions replacing such Act,
rules or regulations).

          Section 2.  Certain Definitions.  For the purposes of
this Article Eleven:

          A.  A "person" shall mean any individual, firm,
corporation or other entity.

          B.  "Interested Securityholder" shall mean any person
(other than the corporation or any Subsidiary) who or which:

              (i) is the beneficial owner, directly or
          indirectly, of 5% or more of the class of securities to
          be acquired; or

              (ii) 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 5% or more of the class of securities
          to be acquired; or

              (iii) is an assignee of or has otherwise succeeded
          to any shares of the class of securities to be acquired
          which were at any time within the two-year period
          immediately prior to the date in question beneficially
          owned by an Interested Security-holder, if such assign-
          ment or succession shall have occurred in the course of
          a transaction or transactions not involving a public
          offering within the meaning of the Securities Act of
          1933.

          C.  A person shall be a "beneficial owner" of any
security of any class of the Corporation:

              (i) which such person or any of its Affiliates or
          Associates (as hereinafter defined) beneficially owns,
          directly or indirectly; or

              (ii) 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) any right to vote
          pursuant to any agreement, arrangement or
          understanding; or

              (iii) 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
          security of any class of the Corporation.

          D.  For the purposes of determining whether a person is
an "Interested Securityholder" pursuant to paragraph B of this
Section 2, the relevant class of securities outstanding shall be
deemed to comprise all such securities deemed owned through
application of paragraph C of this Section 2, but shall not
include other securities of such class which may be issuable
pursuant to any agreement, arrangement or understanding, or upon
exercise of conversion rights, warrants or options, or otherwise.

          E.  "Affiliate" or "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 January 1, 1985.

          F.  "Equity Security" shall have the meaning ascribed
to such term in Section 3(a)(11) of the Securities Exchange Act
of 1934, as in effect on January 1, 1985.


                          ARTICLE TWELVE

          Notwithstanding any other provision of this Certificate
of Incorporation or the By-Laws of the Corporation (and notwith-
standing the fact that a lesser percentage may be specified by
law, this Certificate of Incorporation or the By-Laws of the
Corporation), the affirmative vote of the holders of 80% or more
of the voting power of the shares of the then outstanding Voting
Stock (as defined in Article Ten of this Certificate of
Incorporation), voting together as a single class, shall be
required to amend or repeal, or adopt any provisions inconsistent
with, Article Ten and Article Eleven of this Certificate of
Incorporation; provided, however, that if not less than
three-fourths (3/4) of the entire Board of Directors shall adopt
a resolution setting forth a proposed amendment hereto and
directing that it be submitted to a vote at a meeting of
shareholders, then such amendment shall be approved upon
receiving the affirmative vote of a majority of all of the votes
entitled to be cast by the outstanding capital stock of the
Corporation.


                         ARTICLE THIRTEEN

          No director of the Corporation shall be liable to the
Corporation or its shareholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or
its shareholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or which he knows to be a
violation of law, (iii) under Section 1053 of the Oklahoma
General Corporation Act, or (iv) for any transaction from which
the director derived an improper personal benefit.