EXHIBIT 4.15
                                 Quebec




                        CERTIFICAT DE MODIFICATION


                     Loi sur les compagnies, Partie IA
                           (L.R.Q., chap. C-38)


               J'atteste par les presentes que la compagnie


               SOCIETE CANADIENNE DE METAUX
               REYNOLDS, LTEE


               et sa version


               CANADIAN REYNOLDS METALS COMPANY, LTD.


               a modifie ses statuts le 1ER JANVIER 1996, sous l'autorite de la

               partie IA de la Loi sur les compagnies, tel qu'indique dans les

               statuts de modification ci-joints.




               Deposes au registre le 15 decembre 1995
               sous le matricule 1140329104


Gouvernement
du Quebec
L'Inspecteur
general des         Alfred Vaillancourt
institutions        Inspecteur general des institutions financieres par interim
financieres


[IMAGE OF SEAL OMITTED]



                              APPENDIX 2

(1)  The number of its shareholders is limited to fifty (50), exclusive of
     present or former employees of the Company or of a subsidiary.

(2)  The directors may, when they deem it expedient:

     (a)  borrow money upon the credit of the Company;


     (b)  issue debentures or other securities of the Company, and pledge or
          sell the same for such sums and at such prices as may be deemed
          expedient;

     (c)  hypothecate the immovable and movable property or otherwise affect
          the movable property of the Company.


<PAGE>
                                Quebec


                       CERTIFICAT DE CONSTITUTION


                    Loi sur les compagnies, Partie IA
                          (L.R.Q., chap. C-38)


           J'atteste par les presentes que la compagnie


           SYSTEMES GRAPHIQUES SOUTHERN-CANADA,
           LTEE


           et sa version


           SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.


           a ete constituee le 31 MARS  1994, sous l'autorite de la

           partie IA de la Loi sur les compagnies, tel qu'indique dans les

           statuts de constitution ci-joints.


           Deposes au registre le 12 avril 1994
           sous le matricule 1140329104



Gouvernement
du Quebec
L'Inspecteur
general des                     Jean Marie Blandchard
institutions                    Inspecteur general des institutions financieres
financieres

S110S14G01S93MA

[IMAGE OF SEAL OMITTED]


<PAGE>
     Gouvernement du Quebec                                 A-110220-J9401
     L'Inspecteur general
     des institutions financieres
                                            Form 1
                                            ARTICLES OF INCORPORATION
                                            The Companies Act, R.S.Q., c. C-38
                                            Part 1A

1  Corporate name
   SYSTEMES GRAPHIQUES SOUTHERN-CANADA, LTEE
   SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.


2  Quebec judicial district   3  Precise number or      4  Effective date if
   wherein company is            minimum and maximum       after filing date
   setting up its head           number of directors
   office

   Montreal                      Minimum: 3  Maximum: 10    N/A

5  Description of share capital

   The annexed Appendix 1 is incorporated in this form

6  Restrictions (if any) on transfer of shares
   No shares of the Company shall be transferred without the approval of the
   directors evidenced by a resolution duly adopted by them

7  Limitations (if any) on company activity

   None

8  Other provisions

   The annexed Appendix 2 is incorporated in this form

9  Incorporators

   Name and surname   Address and postal code    Signature of each incorporator
                      (if a corporation, give     (if a corporation, signature
                      head office address and         of authorized person)
                        incorporation act)

   Bertrand, Maryse   3123 Daulac Road           Maryse Bertrand
                      Montreal, Quebec
                      H3Y 2A1


______________________________________________________________________________
If space is insufficient, attach an appendix in two (2) copies

------------------------------------------------------------------------------
For departmental use only                                   CA-211(REV.12-93)

       Gouvernement
       du Quebec
       Depose le
       31 MARS 1994
     L'Inspecteur general des
     Institutions financieres

<PAGE>
                              APPENDIX 1
                              ----------


Unlimited number of class A common shares without par value;
Unlimited number of class B common shares without par value;
Unlimited number of class A preferred shares without par value;
Unlimited number of class B preferred shares without par value;
Unlimited number of class C preferred shares without par value; and
Unlimited number of class D preferred shares without par value.


I.   The class A common shares and the class B common shares shall have
     attached thereto the following rights, privileges, restrictions and
     conditions:

     (a)  Each class A common share shall entitle the holder thereof to one (1)
          vote at all meetings of the shareholders of the Company (except
          meetings at which only holders of another specified class of shares
          are entitled to vote pursuant to the provisions hereof or pursuant to
          the provisions of the Companies Act (hereinafter referred to as the
          "Act")).  The holders of the class B common shares shall not be
          entitled to receive notice of, nor to attend or vote at meetings of
          the shareholders of the Company (except as required by the provisions
          hereof or by the Act).

     (b)  In the event of the liquidation, dissolution or winding-up of the
          Company, whether voluntary or involuntary, or other distribution of
          assets of the Company among shareholders for the purpose of
          winding-up its affairs, subject to the rights, privileges,
          restrictions and conditions attaching to the class A preferred
          shares, the class B preferred shares, the class C preferred shares,
          the class D preferred shares and to any other class of shares ranking
          prior to the class A common shares or the class B common shares, the
          holders of the class A common shares and the holders of the class B
          common shares shall be entitled to receive the remaining property of
          the Company; the class A common shares and the class B common shares
          shall rank equally with respect to the payment of dividends and to
          the distribution of assets in the event of the liquidation,
          dissolution or winding-up of the Company, whether voluntary or
          involuntary, or any other distribution of the assets of the Company
          among shareholders for the purpose of winding-up its affairs.


II.  The class A preferred shares shall have attached thereto the following
     rights, privileges, restrictions and conditions:

     (a)  Each class A preferred share shall entitle the holder thereof to one
          (1) vote at all meetings of the shareholders of the Company (except
          meetings at which only holders of another specified class of shares
          are entitled to vote pursuant to the provisions of the Act).

     (b)  The holders of the class A preferred shares shall be entitled to
          receive during each month, as and when declared by the board of
          directors, but always in preference and priority to any payment of
          dividends on the other shares of the Company, non-cumulative
          dividends at a fixed rate of one percent (1%) per month calculated on
          the class A preferred redemption price (as hereinafter in paragraph
          II. (g) defined) of each such share payable in money, property or by
          the issue of fully paid shares of any class of the Company.  The
          holders of the class A preferred shares shall not be entitled to any
          dividend in excess of the dividend hereinbefore provided for.  

     (c)  In the event of the liquidation, dissolution or winding-up of the
          Company, whether voluntary or involuntary, or other distribution of
          assets of the Company among shareholders for the purpose of
          winding-up its affairs, the holders of the class A preferred shares
          shall be entitled to receive for each class A preferred share, in
          preference and priority to any distribution of the property or assets
          of the Company to the holders of the other shares of the Company, an
          amount equal to the class A preferred redemption price plus all
          declared and unpaid dividends thereon, but shall not be entitled to
          share any further in the distribution of the property or assets of
          the Company.

     (d)  The Company may, in the manner hereinafter provided, redeem at any
          time all, or from time to time any part, of the outstanding class A
          preferred shares on payment for each class A preferred share to be
          redeemed of the class A preferred redemption price plus all declared
          and unpaid dividends thereon (in paragraphs II. (e) and (f) called
          the "redemption price").

     (e)  Before redeeming any class A preferred shares, the Company shall mail
          or deliver to each person who, at the date of such mailing or
          delivery, shall be a registered holder of class A preferred shares to
          be redeemed, notice of the intention of the Company to redeem such
          shares held by such registered holder; such notice shall be delivered
          to, or mailed by ordinary prepaid post addressed to, the last address
          of such holder as it appears on the records of the Company, or in the
          event of the address of any such holder not appearing on the records
          of the Company, then to the last address of such holder known to the
          Company, at least one (1) day before the date specified for
          redemption;  such notice shall set out the redemption price, the date
          on which the redemption is to take place and, if part only of the
          class A preferred shares held by the person to whom it is addressed
          is to be redeemed, the number thereof so to be redeemed;  on or after
          the date so specified for redemption the Company shall pay or cause
          to be paid the redemption price to the registered holders of the
          class A preferred shares to be redeemed on presentation and surrender
          of the certificates for the class A preferred shares so called for
          redemption at the registered office of the Company or at such other
          place or places as may be specified in such notice, and the
          certificates for such class A preferred shares shall thereupon be
          cancelled, and the class A preferred shares represented thereby shall
          thereupon be redeemed;  from and after the date specified for
          redemption in such notice, the holders of the class A preferred
          shares called for redemption shall cease to be entitled to dividends
          in respect of such shares and shall not be entitled to exercise any
          of the rights of the holders thereof, except the right to receive the
          redemption price, unless payment of the redemption price shall not be
          made by the Company in accordance with the foregoing provisions, in
          which case the rights of the holders of such shares shall remain
          unaffected;  on or before the date specified for redemption, the
          Company shall have the right to deposit the redemption price of the
          class A preferred shares called for redemption in a special account
          with any chartered bank or trust company in Canada named in the
          notice of redemption, to be paid, without interest, to or to the
          order of the respective holders of such class A preferred shares
          called for redemption, upon presentation and surrender of the
          certificates representing the same and, upon such deposit being made
          or upon the date specified for redemption, whichever is later, the
          class A preferred shares in respect whereof such deposit shall have
          been made, shall be deemed to be redeemed and the rights of the
          respective holders thereof, after such deposit or after such
          redemption date, as the case may be, shall be limited to receiving,
          out of the moneys so deposited, without interest, the redemption
          price applicable to their respective class A preferred shares against
          presentation and surrender of the certificates representing such
          class A preferred shares.  If less than all the class A preferred
          shares are to be redeemed, the shares to be redeemed shall be
          redeemed pro rata, disregarding fractions, unless the holders of the
          class A preferred shares unanimously agree to the adoption of
          another method of selection of the class A preferred shares to be
          redeemed.  If less than all the class A preferred shares represented
          by any certificate be redeemed, a new certificate for the balance
          shall be issued.

     (f)  The Company may purchase for cancellation at any time all, or from
          time to time any part, of the class A preferred shares outstanding,
          by private contract at any price, with the unanimous consent of the
          holders of the class A preferred shares then outstanding, or by
          invitation for tenders addressed to all the holders of the class A
          preferred shares at the lowest price at which, in the opinion of the
          directors, such shares are obtainable but not exceeding the
          redemption price thereof.  If less than all the class A preferred
          shares represented by any certificate be purchased for cancellation,
          a new certificate for the balance shall be issued.

     (g)  For the purposes of the foregoing paragraphs II. (b), (c) and (d),
          the "class A preferred redemption price" of each class A preferred
          share shall be an amount equal to (i) the monetary consideration
          received by the Company upon the issuance of such share (denominated
          in the currency in which such consideration was paid to the Company),
          if such share has been issued for money;  or (ii) the fair market
          value of the consideration received by the Company (including,
          without limitation, shares of another class of the Company) upon the
          issuance of such share, if such share has been issued for a
          consideration other than money.  Subject to the provisions of the
          following sub-paragraph, such fair market value is to be determined
          by the directors on the basis of generally accepted accounting and
          valuation principles.

          The fair market value determined as hereinabove provided for shall be
          subject to revision in accordance with any binding agreement with, or
          decision by, the appropriate taxation authorities, or any judgment of
          a court of competent jurisdiction.  In the event that any such
          agreement, decision or judgment shall result in a final determination
          under the provisions of the appropriate taxation legislation and the
          amount thereby determined is an amount other than the amount for
          which such share was originally issued as determined by the directors
          in accordance with the preceding sub-paragraph, such finally
          determined amount for the purpose of the appropriate taxation
          legislation shall then be deemed to be the fair market value of the
          consideration received by the Company upon the issuance of such class
          A preferred share.

     (h)  In the event that only part of the amount of the consideration
          received by the Company for any class A preferred share issued by the
          Company is added to the issued and paid up capital account for the
          class of shares of which such class A preferred share forms part,
          such class A preferred share shall be deemed to have been issued for
          the full amount of the consideration received, for all purposes of
          these articles (except only the issued and paid up capital of such
          shares) including, but without limiting the generality of the
          foregoing, dividend rights, redemption rights and rights upon
          liquidation and dissolution.

     (i)  No change to any of the provisions of paragraphs II. (a) to (h) or of
          this paragraph (i) shall have any force or effect until it has been
          approved by a majority of not less than two-thirds (2/3) of the votes
          cast by the holders of the class A preferred shares, voting
          separately as a class at a meeting of such holders specially called
          for that purpose, or by a resolution in writing signed by all the
          holders of the class A preferred shares, in addition to any other
          approval required by the Act.

III.  The class B preferred shares shall have attached thereto the following
      rights, privileges, restrictions and conditions:

      (a)  Subject to the provisions of the Act or as otherwise expressly
           provided herein, the holders of the class B preferred shares shall
           not be entitled to receive notice of, nor to attend or vote at
           meetings of the shareholders of the Company.

      (b)  The holders of the class B preferred shares shall be entitled to
           receive during each month, as and when declared by the board of
           directors, but always in preference and priority to any payment of
           dividends on the class C preferred shares, the class D preferred
           shares, the class A common shares and the class B common shares or
           any other shares ranking junior to the class B preferred shares,
           non-cumulative dividends at a fixed rate of one percent (1%) per
           month calculated on the class B preferred redemption price (as
           hereinafter in paragraph III. (g) defined) of each such share
           payable in money, property or by the issue of fully paid shares of
           any class of the Company.  The holders of the class B preferred
           shares shall not be entitled to any dividend in excess of the
           dividend hereinbefore provided for.

      (c)  In the event of the liquidation, dissolution or winding-up of the
           Company, whether voluntary or involuntary, or other distribution of
           assets of the Company among shareholders for the purpose of
           winding-up its affairs, the holders of the class B preferred shares
           shall be entitled to receive for each class B preferred share, in
           preference and priority to any distribution of the property or
           assets of the Company to the holders of the class C preferred
           shares, the class D preferred shares, the class A and the class B
           common shares or any other shares ranking junior to the class B
           preferred shares, an amount equal to the class B preferred
           redemption price plus all declared and unpaid dividends thereon, but
           shall not be entitled to share any further in the distribution of
           the property or assets of the Company.

      (d)  The Company may, in the manner hereinafter provided, redeem at any
           time all, or from time to time any part, of the outstanding class B
           preferred shares on payment for each class B preferred share to be
           redeemed of the class B preferred redemption price plus all declared
           and unpaid dividends thereon (in paragraphs III. (e) and (f) called
           the "redemption price").

      (e)  Before redeeming any class B preferred shares, the Company shall
           mail or deliver to each person who, at the date of such mailing or
           delivery, shall be a registered holder of class B preferred shares
           to be redeemed, notice of the intention of the Company to redeem
           such shares held by such registered holder; such notice shall be
           delivered to, or mailed by ordinary prepaid post addressed to, the
           last address of such holder as it appears on the records of the
           Company, or in the event of the address of any such holder not
           appearing on the records of the Company, then to the last address of
           such holder known to the Company, at least one (1) day before the
           date specified for redemption;  such notice shall set out the
           redemption price, the date on which the redemption is to take place
           and, if part only of the class B preferred shares held by the person
           to whom it is addressed is to be redeemed, the number thereof so to
           be redeemed;  on or after the date so specified for redemption the
           Company shall pay or cause to be paid the redemption price to the
           registered holders of the class B preferred shares to be redeemed on
           presentation and surrender of the certificates for the class B
           preferred shares so called for redemption at the head office of the
           Company or at such other place or places as may be specified in such
           notice, and the certificates for such class B preferred shares shall
           thereupon be cancelled, and the class B preferred shares represented
           thereby shall thereupon be redeemed; from and after the date
           specified for redemption in such notice, the holders of the class B
           preferred shares called for redemption shall cease to be entitled to
           dividends in respect of such shares and shall not be entitled to
           exercise any of the rights of the holders thereof, except the right
           to receive the redemption price, unless payment of the redemption
           price shall not be made by the Company in accordance with the
           foregoing provisions, in which case the rights of the holders of
           such shares shall remain unaffected;  on or before the date
           specified for redemption, the Company shall have the right to
           deposit the redemption price of the class B preferred shares called
           for redemption in a special account with any chartered bank or trust
           company in Canada named in the notice of redemption, to be paid,
           without interest, to or to the order of the respective holders of
           such class B preferred shares called for redemption, upon
           presentation and surrender of the certificates representing the same
           and, upon such deposit being made or upon the date specified for
           redemption, whichever is later, the class B preferred shares in
           respect whereof such deposit shall have been made, shall be deemed
           to be redeemed and the rights of the respective holders hereof,
           after such deposit or after such redemption date, as the case may
           be, shall be limited to receiving, out of the moneys so deposited,
           without interest, the redemption price applicable to their
           respective class B preferred shares against presentation and
           surrender of the certificates representing such class B preferred
           shares.  If less than all the class B preferred shares are to be
           redeemed, the shares to be redeemed shall be redeemed pro rata,
           disregarding fractions, unless the holders of the class B preferred
           shares unanimously agree to the adoption of another method of
           selection of the class B preferred shares to be redeemed.  If less
           than all the class B preferred shares represented by any certificate
           be redeemed, a new certificate for the balance shall be issued.

      (f)  The Company may purchase for cancellation at any time all, or from
           time to time any part, of the class B preferred shares outstanding,
           by private contract at any price, with the unanimous consent of the
           holders of the class B preferred shares then outstanding, or by
           invitation for tenders addressed to all the holders of the class B
           preferred shares at the lowest price at which, in the opinion of the
           directors, such shares are obtainable but not exceeding the
           redemption price thereof.  If less than all the class B preferred
           shares represented by any certificate be purchased for cancellation,
           a new certificate for the balance shall be issued.

      (g)  For the purposes of the foregoing paragraphs III. (b), (c) and (d),
           the "class B preferred redemption price" of each class B preferred
           share shall be an amount equal to (i) the monetary consideration
           received by the Company upon the issuance of such share (denominated
           in the currency in which such consideration was paid to the
           Company), if such share has been issued for money; or (ii) the fair
           market value of the consideration received by the Company
           (including, without limitation, shares of another class of the
           Company) upon the issuance of such share, if such share has been
           issued for a consideration other than money.  Subject to the
           provisions of the following sub-paragraph, such fair market value is
           to be determined by the directors on the basis of generally accepted
           accounting and valuation principles.

           The fair market value determined as hereinabove provided for shall
           be subject to revision in accordance with any binding agreement
           with, or decision by, the appropriate taxation authorities, or any
           judgment of a court of competent jurisdiction.  In the event that
           any such agreement, decision or judgment shall result in a final
           determination under the provisions of the appropriate taxation
           legislation and the amount thereby determined is an amount other
           than the amount for which such share was originally issued as
           determined by the directors in accordance with the preceding
           subparagraph, such finally determined amount for the purpose of the
           appropriate taxation legislation shall then be deemed to be the fair
           market value of the consideration received by the Company upon the
           issuance of such class B preferred share.

      (h)  In the event that only part of the amount of the consideration
           received by the Company for any class B preferred share issued by
           the Company is added to the issued and paid up capital account for
           the class of shares of which such class B preferred share forms
           part, such class B preferred share shall be deemed to have been
           issued for the full amount of the consideration received, for all
           purposes of these articles (except only the issued and paid up
           capital of such shares) including, but without limiting the
           generality of the foregoing, dividend rights, redemption rights and
           rights upon liquidation and dissolution.

      (i)  No change to any of the provisions of paragraphs III. (a) to (h) or
           of this paragraph (i) shall have any force or effect until a by-law
           has been approved by a majority of not less than two-thirds (2/3) of
           the votes cast by the holders of the class B preferred shares,
           voting separately as a class at a meeting of such holders specially
           called for that purpose, or by a resolution in writing signed by all
           the holders of the class B preferred shares, in addition to any
           other approval required by the Act.

IV.   The class C preferred shares shall have attached thereto the following
      rights, privileges, restrictions and conditions:

      (a)  Each class C preferred share shall entitle the holder thereof to one
           (1) vote at all meetings of the shareholders of the Company (except
           meetings at which only holders of another specified class of shares
           are entitled to vote pursuant to the provisions hereof or pursuant
           to the Act).


      (b)  The holders of the class C preferred shares shall be entitled to
           receive during each month, as and when declared by the board of
           directors, but always in preference and priority to any payment of
           dividends on the class D preferred shares, the class A and the class
           B common shares or any other shares ranking junior to the class C
           preferred shares, non-cumulative dividends at a fixed rate of one
           percent (1%) per month calculated on the class C preferred
           redemption price (as hereinafter in paragraph IV. (h) defined) of
           each such share payable in money, property or by the issue of fully
           paid shares of any class of the Company.  The holders of the class C
           preferred shares shall not be entitled to any dividend in excess of
           the dividend hereinbefore provided for.

      (c)  In the event of the liquidation, dissolution or winding-up of the
           Company, whether voluntary or involuntary, or other distribution of
           assets of the Company among shareholders for the purpose of
           winding-up its affairs, the holders of the class C preferred shares
           shall be entitled to receive for each class C preferred share, in
           preference and priority to any distribution of the property or
           assets of the Company to the holders of the class D preferred
           shares, the class A and the class B common shares or any other
           shares ranking junior to the class C preferred shares, an amount
           equal to the class C preferred redemption price plus all declared
           and unpaid dividends thereon, but shall not be entitled to share any
           further in the distribution of the property or assets of the
           Company.

      (d)  The Company may, in the manner hereinafter provided, redeem at any
           time all, or from time to time any part, of the outstanding class C
           preferred shares on payment for each class C preferred share to be
           redeemed of the class C preferred redemption price plus all declared
           and unpaid dividends thereon (in paragraphs IV. (e), (f) and (g)
           called the "redemption price").

      (e)  Before redeeming any class C preferred shares, the Company shall
           mail or deliver to each person who, at the date of such mailing or
           delivery, shall be a registered holder of class C preferred shares
           to be redeemed, notice of the intention of the Company to redeem
           such shares held by such registered holder; such notice shall be
           delivered to, or mailed by ordinary prepaid post addressed to, the
           last address of such holder as it appears on the records of the
           Company, or in the event of the address of any such holder not
           appearing on the records of the Company, then to the last address of
           such holder known to the Company, at least one (1) day before the
           date specified for redemption;  such notice shall set out the
           redemption price, the date on which the redemption is to take place
           and, if part only of the class C preferred shares held by the person
           to whom it is addressed is to be redeemed, the number thereof so to
           be redeemed;  on or after the date so specified for redemption the
           Company shall pay or cause to be paid the redemption price to the
           registered holders of the class C preferred shares to be redeemed on
           presentation and surrender of the certificates for the class C
           preferred shares so called for redemption at the head office of the
           Company or at such other place or places as may be specified in such
           notice, and the certificates for such class C preferred shares shall
           thereupon be cancelled, and the class C preferred shares represented
           thereby shall thereupon be redeemed;  from and after the date
           specified for redemption in such notice, the holders of the class C
           preferred shares called for redemption shall cease to be entitled to
           dividends in respect of such shares and shall not be entitled to
           exercise any of the rights of the holders thereof, except the right
           to receive the redemption price, unless payment of the redemption
           price shall not be made by the Company in accordance with the
           foregoing provisions, in which case the rights of the holders of
           such shares shall remain unaffected; on or before the date specified
           for redemption, the Company shall have the right to deposit the
           redemption price of the class C preferred shares called for
           redemption in a special account with any chartered bank or trust
           company in Canada named in the notice of redemption, to be paid,
           without interest, to or to the order of the respective holders of
           such class C preferred shares called for redemption, upon
           presentation and surrender of the certificates representing the same
           and, upon such deposit being made or upon the date specified for
           redemption, whichever is later, the class C preferred shares in
           respect whereof such deposit shall have been made, shall be deemed
           to be redeemed and the rights of the respective holders thereof,
           after such deposit or after such redemption date, as the case may
           be, shall be limited to receiving, out of the moneys so deposited,
           without interest, the redemption price applicable to their
           respective class C preferred shares against presentation and
           surrender of the certificates representing such class C preferred
           shares.  If less than all the class C preferred shares are to be
           redeemed, the shares to be redeemed shall be redeemed pro rata,
           disregarding fractions, unless the holders of the class C preferred
           shares unanimously agree to the adoption of another method of
           selection of the class C preferred shares to be redeemed.  If less
           than all the class C preferred shares represented by any certificate
           be redeemed, a new certificate for the balance shall be issued.

      (f)  A holder of class C preferred shares shall be entitled to require
           the Company to redeem at any time all, or from time to time any
           part, of the class C preferred shares registered in the name of such
           holder by tendering to the Company at its head office the share
           certificate(s) representing the class C preferred shares which the
           registered holder desires to have the Company redeem together with a
           request in writing specifying (i) the number of class C preferred
           shares which the registered holder desires to have redeemed by the
           Company and (ii) the business day (in this paragraph referred to as
           the "redemption date") on which the holder desires to have the
           Company redeem such class C preferred shares, which redemption date
           shall not be less than five (5) days after the day on which the
           request in writing is given to the Company.  Upon receipt of the
           share certificate(s) representing the class C preferred shares which
           the registered holder desires to have the Company redeem together
           with such a request, the Company shall on, or at its option, before,
           the redemption date redeem such class C preferred shares by paying
           to the registered holder thereof, for each share to be redeemed, an
           amount equal to the redemption price in respect thereof;  such
           payment shall be made by cheque payable at par at any branch of the
           Company's bankers for the time being in Canada.  The said class C
           preferred shares shall be deemed to be redeemed on the date of
           payment of the redemption price and from and after such date such
           class C preferred shares shall cease to be entitled to dividends and
           the holders thereof shall not be entitled to exercise any of the
           rights of the holders of class C preferred shares in respect
           thereof.  Notwithstanding the foregoing, the Company shall only be
           obliged to redeem class C preferred shares so tendered for
           redemption to the extent that such redemption would not be contrary
           to any applicable law, and if such redemption of any such class C
           preferred shares would be contrary to any applicable law, the
           Company shall only be obliged to redeem such class C preferred
           shares to the extent that the moneys applied thereto shall be such
           amount (rounded to the next lower multiple of one hundred dollars
           ($100.00)) as would not be contrary to such law, in which case the
           Company shall pay to each holder his pro rata share of the purchase
           moneys allocable.  If less than all the class C preferred shares
           represented by any certificate be redeemed, a new certificate for
           the balance shall be issued.

      (g)  The Company may purchase for cancellation at any time all, or from
           time to time any part, of the class C preferred shares outstanding,
           by private contract at any price, with the unanimous consent of the
           holders of the class C preferred shares then outstanding, or by
           invitation for tenders addressed to all the holders of the class C
           preferred shares at the lowest price at which, in the opinion of the
           directors, such shares are obtainable but not exceeding the
           redemption price thereof.  If less than all the class C preferred
           shares represented by any certificate be purchased for cancellation,
           a new certificate for the balance shall be issued.

      (h)  For the purposes of the foregoing paragraphs IV. (b), (c) and (d),
           the "class C preferred redemption price" of each class C preferred
           share shall be an amount equal to (i) the monetary consideration
           received by the Company upon the issuance of such share (denominated
           in the currency in which such consideration was paid to the
           Company), if such share has been issued for money;  or (ii) the fair
           market value of the consideration received by the Company
           (including, without limitation, shares of another class of the
           Company) upon the issuance of such share, if such share has been
           issued for a consideration other than money.  Subject to the
           provisions of the following sub-paragraph, such fair market value is
           to be determined by the directors on the basis of generally accepted
           accounting and valuation principles.

           The fair market value determined as hereinabove provided for shall
           be subject to revision in accordance with any binding agreement
           with, or decision by, the appropriate taxation authorities, or any
           judgment of a court of competent jurisdiction.  In the event that
           any such agreement, decision or judgment shall result in a final
           determination under the provisions of the appropriate taxation
           legislation and the amount thereby determined is an amount other
           than the amount for which such share was originally issued as
           determined by the directors in accordance with the preceding
           sub-paragraph, such finally determined amount for the purpose of the
           appropriate taxation legislation shall then be deemed to be the fair
           market value of the consideration received by the Company upon the
           issuance of such class C preferred share.

      (i)  In the event that only part of the amount of the consideration
           received by the Company for any class C preferred share issued by
           the Company is added to the issued and paid up capital account for
           the class of shares of which such class C preferred share forms
           part, such class C preferred share shall be deemed to have been
           issued for the full amount of the consideration received, for all
           purposes of these articles (except only the issued and paid up
           capital of such class C preferred shares) including, but without
           limiting the generality of the foregoing, dividend rights,
           redemption rights and rights upon liquidation and dissolution.

      (j)  No change to any of the provisions of paragraphs IV. (a) to (i) or
           of this paragraph (j) shall have any force or effect until a by-law
           has been approved by a majority of not less than two-thirds (2/3) of
           the votes cast by the holders of the class C preferred shares,
           voting separately as a class at a meeting of such holders specially
           called for that purpose, or by a resolution in writing signed by all
           the holders of the class C preferred shares, in addition to any
           other approval required by the Act.


V.    The class D preferred shares shall have attached thereto the following
      rights, privileges, restrictions and conditions:

      (a)  Subject to the provisions of the Act or as otherwise expressly
           provided herein, the holders of the class D preferred shares shall
           not be entitled to receive notice of, nor to attend or vote at
           meetings of the shareholders of the Company.

      (b)  The holders of the class D preferred shares shall be entitled to
           receive during each month, as and when declared by the board of
           directors, but always in preference and priority to any payment of
           dividends on the class A and the class B common shares or any other
           shares ranking junior to the class D preferred shares,
           non-cumulative dividends at a fixed rate of one percent (1%) per
           month calculated on the class D preferred redemption price (as
           hereinafter in paragraph V. (h) defined) of each such share payable
           in money, property or by the issue of fully paid shares of any class
           of the Company.  The holders of the class D preferred shares shall
           not be entitled to any dividend in excess of the dividend
           hereinbefore provided for.

      (c)  In the event of the liquidation, dissolution or winding-up of the
           Company, whether voluntary or involuntary, or other distribution of
           assets of the Company among shareholders for the purpose of
           winding-up its affairs, the holders of the class D preferred shares
           shall be entitled to receive for each class D preferred share, in
           preference and priority to any distribution of the property or
           assets of the Company to the holders of the class A and the class B
           common shares or any other shares ranking junior to the class D
           preferred shares, an amount equal to the class D preferred
           redemption price plus all declared and unpaid dividends thereon, but
           shall not be entitled to share any further in the distribution of
           the property or assets of the Company.

      (d)  The Company may, in the manner hereinafter provided, redeem at any
           time all, or from time to time any part, of the outstanding class D
           preferred shares on payment for each class D preferred share to be
           redeemed of the class D preferred redemption price plus all declared
           and unpaid dividends thereon (in paragraphs V. (e), (f) and (g)
           called the "redemption price").

      (e)  Before redeeming any class D preferred shares, the Company shall
           mail or deliver to each person who, at the date of such mailing or
           delivery, shall be a registered holder of class D preferred shares
           to be redeemed, notice of the intention of the Company to redeem
           such shares held by such registered holder; such notice shall be
           delivered to, or mailed by ordinary prepaid post addressed to, the
           last address of such holder as it appears on the records of the
           Company, or in the event of the address of any such holder not
           appearing on the records of the Company, then to the last address of
           such holder known to the Company, at least one (1) day before the
           date specified for redemption;  such notice shall set out the
           redemption price, the date on which the redemption is to take place
           and, if part only of the class D preferred shares held by the person
           to whom it is addressed is to be redeemed, the number thereof so to
           be redeemed;  on or after the date so specified for redemption the
           Company shall pay or cause to be paid the redemption price to the
           registered holders of the class D preferred shares to be redeemed on
           presentation and surrender of the certificates for the class D
           preferred shares so called for redemption at the registered office
           of the Company or at such other place or places as may be specified
           in such notice, and the certificates for such class D preferred
           shares shall thereupon be cancelled, and the class D preferred
           shares represented thereby shall thereupon be redeemed;  from and
           after the date specified for redemption in such notice, the holders
           of the class D preferred shares called for redemption shall cease to
           be entitled to dividends in respect of such shares and shall not be
           entitled to exercise any of the rights of the holders thereof,
           except the right to receive the redemption price, unless payment of
           the redemption price shall not be made by the Company in accordance
           with the foregoing provisions, in which case the rights of the
           holders of such shares shall remain unaffected;  on or before the
           date specified for redemption, the Company shall have the right to
           deposit the redemption price of the class D preferred shares called
           for redemption in a special account with any chartered bank or trust
           company in Canada named in the notice of redemption, to be paid,
           without interest, to or to the order of the respective holders of
           such class D preferred shares called for redemption, upon
           presentation and surrender of the certificates representing the same
           and, upon such deposit being made or upon the date specified for
           redemption, whichever is later, the class D preferred shares in
           respect whereof such deposit shall have been made, shall be deemed
           to be redeemed and the rights of the respective holders thereof,
           after such deposit or after such redemption date, as the case may
           be, shall be limited to receiving, out of the moneys so deposited,
           without interest, the redemption price applicable to their
           respective class D preferred shares against presentation and
           surrender of the certificates representing such class D preferred
           shares.  If less than all the class D preferred shares are to be
           redeemed, the shares to be redeemed shall be redeemed pro rata,
           disregarding fractions, unless the holders of the class D preferred
           shares unanimously agree to the adoption of another method of
           selection of the class D preferred shares to be redeemed.  If less
           than all the class D preferred shares represented by any certificate
           be redeemed, a new certificate for the balance shall be issued.

      (f)  A holder of class D preferred shares shall be entitled to require
           the Company to redeem at any time all, or from time to time any
           part, of the class D preferred shares registered in the name of such
           holder by tendering to the Company at its head office the share
           certificate(s) representing the class D preferred shares which the
           registered holder desires to have the Company redeem together with a
           request in writing specifying (i) the number of class D preferred
           shares which the registered holder desires to have redeemed by the
           Company and (ii) the business day (in this paragraph referred to as
           the "redemption date") on which the holder desires to have the
           Company redeem such class D preferred shares, which redemption date
           shall not be less than five (5) days after the day on which the
           request in writing is given to the Company.  Upon receipt of the
           share certificate(s) representing the class D preferred shares which
           the registered holder desires to have the Company redeem together
           with such a request, the Company shall on, or at its option, before,
           the redemption date redeem such class D preferred shares by paying
           to the registered holder thereof, for each share to be redeemed, an
           amount equal to the redemption price in respect thereof; such
           payment shall be made by cheque payable at par at any branch of the
           Company's bankers for the time being in Canada.  The said class D
           preferred shares shall be deemed to be redeemed on the date of
           payment of the redemption price and from and after such date such
           class D preferred shares shall cease to be entitled to dividends and
           the holders thereof shall not be entitled to exercise any of the
           rights of the holders of class D preferred shares in respect
           thereof.  Notwithstanding the foregoing, the Company shall only be
           obliged to redeem class D preferred shares so tendered for
           redemption to the extent that such redemption would not be contrary
           to any applicable law, and if such redemption of any such class D
           preferred shares would be contrary to any applicable law, the
           Company shall only be obliged to redeem such class D preferred
           shares to the extent that the moneys applied thereto shall be such
           amount (rounded to the next lower multiple of one hundred dollars
           ($100.00)) as would not be contrary to such law, in which case the
           Company shall pay to each holder his pro rata share of the purchase
           moneys allocable.  If less than all the class D preferred shares
           represented by any certificate be redeemed, a new certificate for
           the balance shall be issued.

      (g)  The Company may purchase for cancellation at any time all, or from
           time to time any part, of the class D preferred shares outstanding,
           by private contract at any price, with the unanimous consent of the
           holders of the class D preferred shares then outstanding, or by
           invitation for tenders addressed to all the holders of the class D
           preferred shares at the lowest price at which, in the opinion of the
           directors, such shares are obtainable but not exceeding the
           redemption price thereof.  If less than all the class D preferred
           shares represented by any certificate be purchased for cancellation,
           a new certificate for the balance shall be issued.

      (h)  For the purposes of the foregoing paragraphs V. (b), (c) and (d),
           the "class D preferred redemption price" of each class D preferred
           share shall be an amount equal to (i) the monetary consideration
           received by the Company upon the issuance of such share (denominated
           in the currency in which such consideration was paid to the
           Company), if such share has been issued for money;  or (ii) the fair
           market value of the consideration received by the Company
           (including, without limitation, shares of another class of the
           Company) upon the issuance of such share, if such share has been
           issued for a consideration other than money.  Subject to the
           provisions of the following sub-paragraph, such fair market value is
           to be determined by the directors on the basis of generally accepted
           accounting and valuation principles.

           The fair market value determined as hereinabove provided for shall
           be subject to revision in accordance with any binding agreement
           with, or decision by, the appropriate taxation authorities, or any
           judgment of a court of competent jurisdiction.  In the event that
           any such agreement, decision or judgment shall result in a final
           determination under the provisions of the appropriate taxation
           legislation and the amount thereby determined is an amount other
           than the amount for which such share was originally issued as
           determined by the directors in accordance with the preceding
           sub-paragraph, such finally determined amount for the purpose of the
           appropriate taxation legislation shall then be deemed to be the fair
           market value of the consideration received by the Company upon the
           issuance of such class D preferred share.

      (i)  In the event that only part of the amount of the consideration
           received by the Company for any class D preferred share issued by
           the Company is added to the issued and paid up capital account for
           the class of shares of which such class D preferred share forms
           part, such class D preferred share shall be deemed to have been
           issued for the full amount of the consideration received, for all
           purposes of these articles (except only the issued and paid up
           capital of such shares) including, but without limiting the
           generality of the foregoing, dividend rights, redemption rights and
           rights upon liquidation and dissolution.

      (j)  No change to any of the provisions of paragraphs V. (a) to (i) or of
           this paragraph (j) shall have any force or effect until a by-law has
           been approved by a majority of not less than two-thirds (2/3) of the
           votes cast by the holders of the class D preferred shares, voting
           separately as a class at a meeting of such holders specially called
           for that purpose, or by a resolution in writing signed by all the
           holders of the class D preferred shares, in addition to any other
           approval required by the Act.


                                 APPENDIX 2

     (1)   The number of its shareholders is limited to fifty (50), exclusive
           of present or former employees of the Company or of a subsidiary.

     (2)   The Company shall not make a distribution to the public of any of
           its securities.

     (3)   The directors may, when they deem it expedient:

           (a)   borrow money upon the credit of the Company;

           (b)   issue debentures or other securities of the Company, and
                 pledge or sell the same for such sums and at such prices as
                 may be deemed expedient;

           (c)   hypothecate the immovable and movable property or otherwise
                 affect the movable property of the Company.

<PAGE>
Gouvernement du Quebec                                        A-110220-J9401
L'Inspecteur general
des institutions financieres

                                          Form 4
                                          NOTICE CONCERNING COMPOSITION
                                          OF THE BOARD OF DIRECTORS
                                          The Companies Act, R.S.Q., c. C-38
                                          Part 1A

1  Corporate name

   SYSTEMES GRAPHIQUES SOUTHERN-CANADA, LTEE
   SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.


2  Present address of the company:

   1420        Sherbrooke Street West, Suite 802
    No                   Street name

   Montreal
        Municipality

     Quebec                                  H3G 1K9
        Province                             Postal code


                                        Full residential address
         Name and surname               (including postal code)

3  The directors of the Company are:

   Christino, Thomas P.     6601 West Broad Street, Richmond, Virginia, U.S.A.
                            23230

   Taylor, Julian H.        6601 West Broad Street, Richmond, Virginia, U.S.A.
                            23230

   Jones, D. Michael        6601 West Broad Street, Richmond, Virginia, U.S.A.
                            23230

   Hammond, T.L.            2929 South Floyd Street, Louisville, Kentucky,
                            U.S.A. 40213

______________________________________________________________________________
If space is insufficient, attach an appendix in two (2) copies


The Company


                           Post occupied
  Maryse Bertrand          by signatory      Incorporator
    (signature)
______________________________________________________________________________
For departmental use only                                   CA214REV.12-93)



     Gouvernement
     du Quebec
     Depose le
     31 MARS 1994
   L'Inspecteur general des
   Institutions financieres

<PAGE>
Gouvernement du Quebec                                         A-110220-J9401
L'Inspecteur general
des institutions financieres

                                           Form 2
                                           NOTICE OF ADDRESS OF HEAD OFFICE
                                           The Companies Act, R.S.Q., c. C-38
                                           Part 1A


1  Corporate name

   SYSTEMES GRAPHIQUES SOUTHERN-CANADA, LTEE
   SOUTHERN GRAPHIC SYSTEMS-CANADA, LTD.

2  Notice is hereby given that the address of the head office of the company,
   within the limits of the judicial district indicated in the articles, is as
   follows:

   1420                     Sherbrooke Street West, Suite 802
     No                               Street name

   Montreal
     Municipality

   Quebec                                    H3G 1K9
     Province                                Postal code


The Company


                             Post occupied
  Maryse Bertrand            by signatory     Incorporator
    (signature)



_______________________________________________________________________________
For departmental use only                                 CA-212(REV.12-93)

     Gouvernement
     du Quebec
     Depose le
     31 MARS 1994
   L'Inspecteur general des
   Institutions financieres