RESTATED CERTIFICATE OF
                                  INCORPORATION
                                       OF
                            HARDING ASSOCIATES, INC.

         Harding Associates, Inc. a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         1. The name of the  corporation  is Harding  Associates,  Inc.  Harding
Associates,  Inc. was  originally  incorporated  under the name  Harding  Merger
Subsidiary,  Inc.,  and  the  original  Certificate  of  Incorporation  of  said
corporation  was filed with the  Secretary  of State of the State of Delaware on
July 9, 1987.

         2.  This  Restated  Certificate  of  Incorporation  only  restates  and
integrates  but does not further  amend the  provisions  of the  Certificate  of
Incorporation of this corporation, as heretofore amended or supplemented.

         3. Pursuant to Section 245 of the General  Corporation Law of the State
of Delaware, this Restated Certificate of Incorporation was adopted by the Board
of Directors of the  corporation at a meeting on July 30, 1987,  without of vote
of the stockholders.

         4. The text of the Certificate of Incorporation  as heretofore  amended
or supplemented is hereby restated to read in its entirety as follows:

         FIRST:   The name of this Corporation is HARDING ASSOCIATES, INC.

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


                                       -1-
<PAGE>

         THIRD:  The nature of the  business  or  purposes  to be  conducted  or
promoted is to engage in any lawful act or activity for which  corporations  may
be organized under the General Corporation Law of Delaware.

         FOURTH:  The  corporation is authorized to issue two classes of shares,
designated  respectively  `Common' and  `Preferred.'  The total number of Common
shares authorized is ten million (10,000,000), and the total number of Preferred
shares authorized is one million  (1,000,000).  Both Common and Preferred shares
shall have a par value of one cent ($0.01) per share. The Preferred shares shall
be issued in series,  and the Board of Directors  shall fix the  designation and
number of shares of each such  series and shall  determine  or alter the rights,
privileges,  preferences  and  restrictions  granted to or imposed on any wholly
unissued series of such shares. As to any such series, the Board may increase or
decrease  (but not below the number of shares of such series  then  outstanding)
the  number of shares of any such  series  subsequent  to the issue of shares of
that series.

         FIFTH:  The name and mailing address of the incorporator is as follows:

         Name                                Mailing Address
         ----                                ---------------
Philip S. Boone, Jr.                         555 Montgomery Street
                                             Fifteenth Floor
                                             San Francisco, California  94111

         SIXTH:   This Corporation is to have perpetual existence.

         SEVENTH:  Elections  of the  Directors  need not be by  written  ballot
unless the Bylaws of this Corporation shall so provide.

         EIGHTH: The Board of Directors of this Corporation shall have the power
to amend its Bylaws by vote of a majority  of the  Directors  of all  classes in
office.

         NINTH:  Meetings of the  stockholders  of this  Corporation may be held
within or without the State of Delaware, as the Bylaws may provide. The books 


                                      -2-
<PAGE>

of this  Corporation  may be kept  (subject to any  provisions  contained in any
applicable  statutes) outside the State of Delaware,  at such place or places as
may be designated from time to time by the Board of Directors.

         TENTH: No action shall be taken by the stockholders of this Corporation
except at an annual or special meeting of the  stockholders.  No action shall be
taken by stockholders by written consent.

         ELEVENTH:  Special meetings of the stockholders of this Corporation for
any purpose or purposes may be called at any time by (a) the Board of Directors,
(b) a committee of the Board of Directors  which has been duly designated by the
Board of Directors and whose powers and  authority,  as provided in a resolution
of the Board of  Directors  or in the Bylaws of this  Corporation,  include  the
power to call such  meetings,  or (c) the holder or holders of not less than ten
percent (10%) of the outstanding shares entitled to vote at such a meeting.

         TWELFTH:  Advance notice of stockholder nominations for the election of
Directors  shall  be  given  in the  manner  provided  in  the  Bylaws  of  this
Corporation.

         THIRTEENTH:  Section 1. Number of Directors. The number of Directors of
this Corporation shall not be less than five (5) nor more than eleven (11), with
the exact number  within that range to be  determined  by the Board of Directors
from time to time in accordance with the Bylaws.

         Section 2. Classification of Directors. The Board of Directors shall be
divided into three (3) classes,  which shall be  designated as Class I, Class II
and Class III, and which shall be as nearly  equal in number as  possible.  Each
class of Directors shall serve for a term of three (3) years, ending on the date
of the third annual  meeting of  stockholders  following  the annual  meeting at
which the  members of such  class were  elected;  provided,  however,  that each
initial  Director  in Class I shall  hold  office  until the  annual  meeting of
stockholders in 1988; each initial  Director in Class II shall hold office until
the annual 


                                      -3-
<PAGE>

meeting of  stockholders  in 1989; and each initial  Director in Class III shall
hold office until the annual meeting of  stockholders in 1990, so that after the
expiration  of each  such  initial  term,  the term of  office  of one  class of
Directors shall expire each year when their respective successors have been duly
elected  by  the  stockholders   and  qualified.   At  each  annual  meeting  of
stockholders held after 1987, the Directors elected to succeed those whose terms
then expired  shall be  identified  as being of the same class as the  Directors
they  succeed.  For the purpose of the annual  meeting of  stockholders  held in
1988,  Class I shall  have  three (3)  Directors,  Class II shall have three (3)
Directors and Class III shall have three (3) Directors.

         Section 3. Change in Number of Directors. Notwithstanding any provision
of the Bylaws to the contrary,  any amendment thereof relating to an increase or
decrease in the  authorized  number of  Directors  or to the manner in which the
number of Directors is  determined  shall  require the approval of a majority of
the entire Board of Directors, or, if the amendment is made by the stockholders,
by the affirmative vote of the  stockholders of the Corporation  representing at
leas two-thirds (66-2/3%) of the shares then entitled to vote thereon.

         Section 4. Effect of  Increase  or  Decrease  in Size of Board.  In the
event of any increase or decrease in the  authorized  number of  Directors,  (a)
each Director then serving as such shall nevertheless  continue as a Director of
the class of which he is a member until the  expiration  of his current term, or
his prior death, retirement,  resignation, or removal, and (b) the newly created
or eliminated  directorships  resulting  from such increase or decrease shall be
apportioned  by the Board of Directors  among the three (3) classes of

                                      -4-
<PAGE>

Directors so that such classes shall remain as nearly equal in size as possible.

         Section 5.  Term of Office and Removal of Directors; Vacancies.

                  (a)  Notwithstanding  any of the foregoing  provisions of this
Article THIRTEENTH, each Director shall serve until his successor is elected and
qualified or until his prior death, retirement, resignation, or removal.

                  (b)  No  Director  shall  be  removed  from  his  office  as a
Director, by vote or other action by stockholders or otherwise,  with or without
cause,  except by the affirmative vote of at least  two-thirds  (66-2/3%) of the
outstanding stock entitled to vote generally in the election of Directors.

                  (c)  Should a vacancy  occur or be  created,  whether  arising
through death,  resignation,  or removal of a Director or through an increase in
the number of Directors of any class, such vacancy shall be filled by a majority
vote of the remaining Directors of all classes. Stockholders shall have no right
to take action to fill such  vacancies.  A Director so elected to fill a vacancy
shall serve for the remainder of the then present term of office of the class to
which he is elected.

         FOURTEENTH: Section 1. Vote Required for Certain Business Combinations.
The affirmative vote of the holders of not less than two-thirds (66-2/3%) of the
outstanding shares of "Voting Stock" (as hereinafter  defined) shall be required
for the approval or authorization of any "Business  Combination" (as hereinafter
defined) of this  Corporation  or any  subsidiary of this  Corporation  with any
"Interested Stockholder" (as hereinafter defined), notwithstanding the fact that
no vote may be required or that a lesser  percentage may be specified by law, in
any agreement  with any national  securities  exchange or  otherwise;  provided,
however,  that this two-thirds  voting  requirement  shall not be applicable and
such  Business  Combination  shall  require  only  such  

                                      -5-

<PAGE>

affirmative  vote as is
required  by law,  any  agreement  with  any  national  securities  exchange  or
otherwise if:

         (a)  The  "Continuing  Directors"  (as  hereinafter  defined)  of  this
Corporation  by at least a majority vote have  expressly  approved such Business
Combination  either in advance of or subsequent to such  Interested  Stockholder
becoming an Interested Stockholder; or

         (b)      All of the following conditions are met:

                  (i) The cash or "Fair Market Value" (as  hereinafter  defined)
         as of the date of the  consummation  of the Business  Combination  (the
         "Combination Date") of the property,  securities or other consideration
         to be received (including,  without limitation,  capital stock retained
         by the  stockholders)  per share by  holders of a  particular  class or
         series of capital stock, as the case may be, of this Corporation in the
         Business Combination is not less than the highest of:

                                    (A) the highest  per share price  (including
                  brokerage commissions,  transfer taxes and soliciting dealers'
                  fees) paid by or on behalf of the  Interested  Stockholder  in
                  acquiring  beneficial ownership of any of its holdings of such
                  class or  series  of  capital  stock of this  Corporation  (i)
                  within  the   two-year   period   immediately   prior  to  the
                  Combination  Date or  (ii) in the  transaction  or  series  of
                  transactions in which in the Interested  Stockholder became an
                  Interested Stockholder, whichever is higher; or

                                    (B) the Fair  Market  Value per share of the
                  shares  of  capital  stock  being  acquired  in  the  Business
                  Combination as of (i) the Combination Date or (ii) the date on
                  which  the   Interested   Stockholder   became  an  Interested
                  Stockholder, whichever is higher; or

                                      -6-
<PAGE>

                                    (C) in the  case of  Common  Stock,  the per
                  share book value of the Common Stock as reported at the end of
                  the fiscal quarter  immediately prior to the Combination Date,
                  and in the case of Preferred Stock,  the highest  preferential
                  amount per share to which the  holders of shares of such class
                  or series of Preferred Stock would be entitled in the event of
                  any  voluntary  or  involuntary  liquidation,  dissolution  or
                  winding up of the affairs of the  Corporation,  regardless  of
                  whether the Business Combination to be consummated constitutes
                  such an event.  

                  The provisions of this sub-paragraph 1(b)(i) shall be required
         to be met with respect to every class or series of outstanding  capital
         stock,  whether  or  not  the  Interested  Stockholder  has  previously
         acquired any shares of a particular  class or series of capital  stock.
         In all of the above instances,  appropriate  adjustments  shall be made
         for  recapitalizations  and for stock dividends,  stock splits and like
         distributions; and

                  (ii)  The  consideration  to  be  received  by  holders  of  a
         particular  class or series of capital stock shall be in cash or in the
         same form as previously has been paid by or on behalf of the Interested
         Stockholder  in connection  with its direct or indirect  acquisition of
         beneficial ownership of shares of such class or series of stock. If the
         consideration  so paid for any such shares varies as to form,  the form
         of consideration  for such shares shall be either cash or the form used
         to acquire beneficial ownership of the largest number of shares of such
         class or series of capital stock previously  acquired by the Interested
         Stockholder; and

                  (iii)  After  such   Interested   Stockholder   as  become  an
         Interested  Stockholder and prior to the  consummation of such Business
         Combination:


                                      -7-
<PAGE>

                                    (A) except as  approved by a majority 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  the
                  outstanding Preferred Stock;

                                    (B) there  shall have been (i) no  reduction
                  in the  annual  rate of  dividends  paid on the  Common  Stock
                  (except as necessary to reflect any  subdivision of the Common
                  Stock),  except as approved  by a majority  of the  Continuing
                  Directors,  and  (ii)  an  increase  in  such  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 to so increase  such annual rate is
                  approved by a majority of the Continuing Directors; and

                                    (C) such  Interested  Stockholder  shall not
                  have become the beneficial  owner of any additional  shares of
                  Voting Stock since the date of the  transaction  which results
                  in  such   Interested   Stockholder   becoming  an  Interested
                  Stockholder;  and 

                  (iv)  After  such   Interested   Stockholder   has  become  an
         Interested  Stockholder,  such  Interested  Stockholder  shall not have
         received the benefit, directly or indirectly (except proportionately as
         a stockholder),  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; and

                  (v) 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 

                                      -8-
<PAGE>

         (or any subsequent provisions replacing such Act, rules or regulations)
         shall be mailed to public  stockholders  of the Corporation at least 30
         days prior to the consummation of such Business Combination (whether or
         not such  proxy or  information  statement  is  required  to be  mailed
         pursuant to such Act, rules,  regulations,  or subsequent  provisions).

          Section  2.  Certain   Definitions.   For  purposes  of  this  Article
FOURTEENTH:

         (a) The term "Business Combination" shall mean any:

                  (i)  merger  or   consolidation   of  this  Corporation  or  a
         "Subsidiary" (as hereinafter  defined) of this Corporation with or into
         an Interested  Stockholder or any other  corporation  which is or after
         such merger or consolidation would be an "Affiliate" or "Associate" (as
         hereinafter defined) of an Interested Stockholder, or

                  (ii) sale,  lease,  exchange,  mortgage,  pledge,  transfer or
         other disposition (in one transaction or a series of transactions) with
         any  Interested  Stockholder,  of  all or any  "Substantial  Part"  (as
         hereinafter  defined)  of  the  assets  of  this  Corporation  or  of a
         Subsidiary  of this  Corporation  to an Interested  Stockholder  or any
         Affiliate or Associate of any Interested Stockholder, or

                  (iii) adoption of any plan or proposal for the  liquidation or
         dissolution  of  this  Corporation  proposed  by  or  on  behalf  of an
         Interested  Stockholder or any Affiliate or Associate of any Interested
         Stockholder, or

                  (iv)  sale,  lease,  exchange  or  other  disposition  (in one
         transaction or a series of transactions),  including without limitation
         a mortgage or other security device,  of all or any Substantial Part of
         the assets of an Interested  Stockholder  or any Affiliate or Associate
         of any 

                                      -9-
<PAGE>

         Interested  Stockholder  to this  Corporation  or a Subsidiary  of this
         Corporation, or

                  (v)  issuance,  pledge,  or  transfer  of  securities  of this
         Corporation  or  a  Subsidiary  of  this  Corporation  to  or  with  an
         Interested  Stockholder or any affiliate or Associate of any Interested
         Stockholder, or

                  (vi)  reclassification  of securities  (including  any reverse
         stock split) or recapitalization of this Corporation,  or any merger or
         consolidation of this Corporation with any of its Subsidiaries,  or any
         other  transaction  that  would have the  effect,  either  directly  or
         indirectly,  of increasing the  proportionate  share of the outstanding
         shares  of any  class  of  equity  or  convertible  securities  of this
         Corporation or any Subsidiary of this Corporation  which is directly or
         indirectly  beneficially  owned by any  Interested  Stockholder  or any
         Affiliate or Associate of any Interested Stockholder, or

                  (vii) agreement,  contract or other arrangement  providing for
         any of the  transactions  described  in  this  definition  of  Business
         Combination.

         (b) The term "person" shall mean any individual,  firm,  corporation or
other entity and shall  include any group  comprised of any person and any other
person with whom such person or any  Affiliate  or  Associate of such person has
any agreement,  arrangement or  understanding,  directly or indirectly,  for the
purpose of  acquiring,  holding,  voting or  disposing  of Voting  Stock of this
Corporation.

         (c) The term "Interested Stockholder" shall mean any person (other than
this Corporation or any Subsidiary, and other than any profit-sharing,  employee
stock  ownership  or other  employee  benefit  plan of this  Corporation  or 


                                      -10-
<PAGE>

any Subsidiary or any trustee of or fiduciary with respect to any such plan when
acting in such capacity) who or which is:

                  (i) the  "Beneficial  Owner" (as  hereinafter  defined) of ten
         percent (10%) or more of the Voting Stock; or

                  (ii) an Affiliate or Associate of this  Corporation and at any
         time  within  the  two-year  period  immediately  prior  to the date in
         question was the  beneficial  owner of ten percent (10%) or more of the
         Voting Stock; or

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

         (d) For the  purposes of this  Article  FOURTEENTH,  a person  shall be
deemed to be a Beneficial Owner of any Voting Stock which:

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

                  (ii) such person or any of its  Affiliates or Associates  has,
         directly or indirectly, (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 is beneficially owned, directly or indirectly,  by
         any other  person  with which such person or any of its  Affiliates  or

                                      -11-
<PAGE>

         Associates has any  agreement,  arrangement  or  understanding  for the
         purpose of acquiring,  holding,  voting or disposition of any shares of
         Voting Stock.  

         (e) For the purposes of  determining  whether a person is an Interested
Stockholder pursuant to paragraph (c) of this Section 2, the number of shares of
Voting  Stock  deemed  to be  outstanding  shall  include  shares  deemed  to be
Beneficially  Owned through  application  of paragraph (d) of this Section 2 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.

         (f) The terms  "Affiliate"  and  "Associate"  shall have the respective
meaning  ascribed  to  such  terms  in  Rule  12b-2  of the  General  Rules  and
Regulations under the Securities Exchange Act of 1934, as such Rule is in effect
on June 1, 1987.

         (g) The term "Subsidiary"  means any corporation of which a majority of
any class of  equity  securities  is  owned,  directly  or  indirectly,  by this
Corporation;  provided,  however,  that for the  purposes of the  definition  of
"Interested  Stockholder" set forth in paragraph (c) of this Section 2, the term
"Subsidiary"  shall mean only a corporation of which a majority of each class of
equity securities is owned, directly or indirectly, by this Corporation.

         (h) The term  "Continuing  Director"  means any  member of the Board of
Directors,  while such person is a member of the Board of Directors,  who is not
an Affiliate,  an Associate or a  representative  of the Interested  Stockholder
involved  in a proposed  Business  Combination  and was a member of the Board of
Directors prior to the time that the Interested Stockholder became an Interested
Stockholder, and any successor of a Continuing Director, while such successor is
a member of the Board of  Directors,  who is not an  Affiliate,  an 

                                      -12-
<PAGE>


Associate or representative of the Interested  Stockholder and is recommended or
elected to succeed a Continuing Director by a majority of Continuing  Directors.
Each  director  elected  by the  Incorporator  of this  Corporation  shall  be a
Continuing Director for purposes of this Article FOURTEENTH.

         (i) The term  "Substantial  Part" shall mean more than  twenty  percent
(20%) of the Fair Market Value,  as  determined by a majority of the  Continuing
Directors,  of the  total  consolidated  assets  of  this  Corporation  and  its
Subsidiaries taken as a whole, or of the assets of an Interested Stockholder, as
of  the  end of its  most  recent  fiscal  year  ended  prior  to the  time  the
determination is being made.

         (j) The term "Voting Stock" shall mean all of the outstanding shares of
Common Stock and the  outstanding  shares of Preferred Stock entitled to vote on
each matter on which the holders of record of Common  Stock shall be entitled to
vote,  and each  reference to a proportion of shares of Voting Stock shall refer
to such proportion of the votes entitled to be cast by such shares voting as one
class.

         (k) The term "Fair Market Value" means:

                  (i) in case of capital stock,  the highest  closing sale price
         during the 30-day period immediately  preceding the date in question of
         a share of such  stock  on the  Composite  Tape for the New York  Stock
         Exchange Listed Stock, 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 preceding the date in question on the National
         Association of Securities Dealers,  Inc. Automated Quotations System or

                                      -13-
<PAGE>


         any successor  system 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 in good faith by a majority of the Continuing  Directors;
         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 in good faith by a majority of the Continuing Directors. 

         (l) An Interested  Stockholder shall be deemed to have acquired a share
of the  Voting  Stock of this  Corporation  at the  time  when  such  Interested
Stockholder became the Beneficial Owner thereof. If a majority of the Continuing
Directors is not able to determine the price at which an Interested  Stockholder
has  acquired a share of Voting Stock of this  Corporation,  such price shall be
deemed to be the Fair  Market  Value of the shares in  question at the time when
the Interested  Stockholder became the Beneficial Owner thereof. With respect to
shares owned by  Affiliates,  Associates  or other  persons  whose  ownership is
attributed to an Interested Stockholder, the price deemed to be paid therefor by
such Interested Stockholder shall be the price paid upon the acquisition thereof
by  such  Affiliate,  Associate  or  other  person,  or,  if such  price  is not
determinable by a majority of the Continuing Directors, the Fair Market Value of
the shares in question at the time when the  Affiliate,  Associate or other such
person became the Beneficial Owner thereof.

         Section  3. No  Fiduciary  Duty  Imposed.  The fact  that any  Business
Combination  complies  with the  provisions  of  paragraph  1(b) of this Article
FOURTEENTH  shall not be construed to impose any fiduciary  duty,  obligation or
responsibility on the Board of Directors, or any member thereof, to approve such
Business  Combination or recommend its adoption or approval to the  stockholders
of this  Corporation,  nor shall such  compliance  limit,  prohibit or otherwise
restrict  in any manner the Board of  Directors,  or any  member  

                                      -14-
<PAGE>


thereof,  with respect to  evaluations  of, or actions and responses  taken with
respect to, such Business Combination.

         Section 4.  Determinations by the Continuing  Directors.  A majority of
the Continuing  Directors of this  Corporation  shall have the power and duty to
determine  for  the  purposes  of  this  Article  FOURTEENTH,  on the  basis  of
information  known to them  after  reasonable  inquiry,  whether  a person is an
Interested Stockholder,  the number of shares of Voting Stock beneficially owned
by any person,  and whether a person is an Affiliate or Associate of another.  A
majority of the Continuing  Directors of the Corporation  shall have the further
power to interpret all of the terms and provisions of this Article FOURTEENTH.

         FIFTEENTH:  Section  1.  Limitations  on  Liability  of  Directors.  No
director of the Corporation shall be personally liable to the Corporation or its
stockholders  for monetary  damages for breach of his or her fiduciary duty as a
director,  except for  liability  (i) for any breach of the  director's  duty of
loyalty to the Corporation or its  stockholders,  (ii) for acts or omissions not
in good faith or which involved intentional misconduct or a knowing violation of
law,  (iii) under Section 174 of the Delaware  General  Corporation  Law, as the
same exists or hereafter may be amended,  or any successor provision thereto, or
(iv) for any transaction  from which the director  derived an improper  personal
benefit.

         Section 2.        Indemnification and Insurance.

         (a)  Right  to  Indemnification.  Every  person  who is or  has  been a
director  of this  Corporation  may be  indemnified  by the  Corporation  to the
fullest extent permitted by applicable law against expenses  reasonably incurred
by him or her in connection with any action,  suit, or proceeding to which he or
she may be a party  defendant,  or with  which he or she may be  threatened,  by
reason of being or having  been a director  or officer of the  


                                      -15-
<PAGE>

Corporation.  The term "expense," as used herein, shall include attorneys' fees,
judgments, fines, and amounts paid in settlement.

         (b) Insurance.  The Corporation may maintain  insurance at its expense,
to protect  itself and any  director or officer of the  Corporation  against any
such expense,  liability, or loss, whether or not the Corporation would have the
power to indemnify  such person  against any such  expense,  liability,  or loss
under the Delaware General Corporation Law.

         Section 3.  Non-Exclusivity  of Rights.  The rights  conferred  in this
Article FIFTEENTH shall not be exclusive of any other right which any person may
have or hereafter  acquire under any statute,  provision of this  Certificate of
Incorporation,   bylaw,   agreement,   vote  of  stockholders  or  disinterested
directors, or otherwise.

         Section 4.  Amendment  or Repeal.  Any repeal or  modification  of this
Article  FIFTEENTH by the  stockholders  of the  Corporation  hereafter shall be
prospective  only, and shall not adversely affect any limitation on the personal
liability of a director of the  Corporation  existing at the time of such repeal
or modification.

         SIXTEENTH:  This Corporation reserves the right to amend, alter, change
or repeal any provision  contained in this Certificate of Incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders herein are granted subject to this reservation. Notwithstanding the
foregoing,  the provisions  set forth in Articles  TENTH,  TWELFTH,  THIRTEENTH,
FOURTEENTH, FIFTEENTH, and this Article SIXTEENTH may not be repealed or amended
in any respect  unless such repeal or amendment  is approved by the  affirmative
vote of not less than  two-thirds  (66-2/3%)  of the total  voting  power of all
outstanding shares of stock in this Corporation entitled to vote thereon.

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<PAGE>

         IN WITNESS WHEREOF,  Harding Associates,  Inc. has caused this Restated
Certificate of Incorporation to be signed by Richard S. Harding,  its President,
and Julia H. Slater, its Assistant Secretary, this 11th day of August 1987.

                                     By  /s/ Richard S. Harding
                                         ---------------------------------------
                                         Richard S. Harding, President



Attest:



/s/ Julia H. Slater
---------------------------------------
Julia H. Slater
Assistant Secretary



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