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                                                                     EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION
                                (COMPOSITE COPY)

                                       OF

                       PUERTO RICAN CEMENT COMPANY, INC.

         We, the undersigned, for the purpose of associating to establish a
corporation for the transaction of the business hereinafter stated, under the
provisions and subject to the requirements of the laws of the Commonwealth of
Puerto Rico, and particularly an act entitled the "General Corporation Law for
the Commonwealth of Puerto Rico", approved January 9, 1956, as the same may be
amended from time to time, do make and file this certificate of incorporation
in writing and do hereby certify:

         FIRST: The name of the corporation (hereinafter called the
"Corporation") is

                       PUERTO RICAN CEMENT COMPANY, INC.

         SECOND: The principal office of the Corporation in the Commonwealth of
Puerto Rico is located at Amelia Industrial Park, Guaynabo, Puerto Rico. The
name of the resident agent of the Corporation is Hector del Valle.

         THIRD: The objects for which the Corporation is formed are the
establishment, maintenance and operation of a mercantile and industrial
enterprise for the manufacture, transportation and sale of cement, which
enterprise shall be operated and developed under all forms and within all licit
combinations which human intelligence and activity may suggest or permit,
without any other limitation than those imposed by the statutes of the United
States and the laws of Puerto Rico.

         In addition to the general powers conferred upon this Corporation by
the laws of Puerto Rico, all of which are hereby claimed, the Corporation shall
possess and exercise, subject to the restrictions and liabilities contained in
an act entitled the "General Corporation Law for the Commonwealth of Puerto
Rico", approved January 9, 1956, as amended, and in this Certificate of
Incorporation, all such powers as are necessary or convenient to the attainment
of the objects of this Corporation hereinabove set forth, including, but
without limitation of the generality of the foregoing, the following:

                  (a) To manufacture, store, transport, sell and deal in,
export and import, purchase for its own use or for resale, or to aid
financially or otherwise in the manufacture, storage, transportation, sale and
dealing in, exportation and importation of cement, Portland cement and all
other types and kinds of natural and artificial cement, by-products of cement
manufacture, and allied materials, such as masonry cement, cement tile, cement
block, bricks, lime, highgraded lime, limestone, artificial stone, calcined
gypsum, calcined and other plasters of artificial stone, plaster of Paris, dry
ice, chemicals, drugs, any of the raw materials necessary for the manufacture
of the various types and kinds of cement, by-products thereof, allied materials
and building materials hereinabove enumerated, and such other goods, wares and
merchandise of a like nature or as are usually manufactured and dealt in by
those engaged in a similar line of business.

                  (b) To design, construct, assemble, make, manufacture,
produce, market, distribute and sell paper bags, sacks, cartons, packages,
packaging and any and all other types or kinds of paper and paper products
whatsoever.

                  (c) To engage in research in, and to obtain patents on, and
grant licenses for, new and modified types of cement, by-products, allied
materials and building materials.

                  (d) Subject to the limitations contained in the Constitution
of Puerto Rico to hold, to acquire by purchase, lease, or otherwise, any real
property, improved or unimproved, and any and all personal property, necessary,


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suitable, proper, or convenient for, in connection with, or incidental to, the
accomplishment of any one or more of the objects, purposes, or powers herein
enumerated or described and to improve, develop, maintain and operate the same,
including, but without limitation of the generality of the foregoing, the
following real and personal property: land containing or capable of producing
any of the raw materials needed for the manufacture of the products of the
Corporation; factories, kilns, warehouses, plants, depots, power plants for the
generation of steam or electric power, railroads and other roads, oil, air,
water and gas pipe lines, electric, telephone and transmission lines, trucks,
steamboats, steam tugs, barges and other boats, and any and all equipment and
machinery necessary, for its plants and other buildings or otherwise.

                  (e) To sell, mortgage, lease, assign, pledge or otherwise
transfer or dispose of any and all real property, improved or unimproved, and
any and all personal property which it may now hold or may hereafter acquire.

                  (f) To borrow or raise monies for any of the purposes of the
Corporation, and, from time to time, to draw, make, execute, and issue bonds,
debentures, promissory notes, drafts, bills of exchange, and other negotiable
or non-negotiable instruments and evidences of indebtedness, and to secure the
payment of any thereof and of the interest thereon by mortgage upon, or pledge,
or conveyance, or assignment in trust of the whole or any part of the property
of the Corporation, real or personal, whether at the time owned or thereafter
acquired, and to sell, pledge, or otherwise dispose of such bonds or other
obligations of the Corporation for its corporate purposes.

                  (g) To enter into, make and perform contracts and agreements
of every kind and description with any person, firm, association, corporation,
municipality, body politic, government or any agency or agencies thereof,
pertaining to the objects, purposes and powers of this Corporation, or
necessary or convenient thereof or incidental thereto.

                  (h) To do any and all things necessary, suitable, proper, or
convenient for, in connection with, or incidental to, the accomplishment of any
one or more of the objects, purposes or powers herein enumerated or described,
or which shall appear at any time conducive or expedient for the protection or
benefit of the Corporation, provided that the same are not inappropriate to or
inconsistent with this Certificate of Incorporation, or with the provisions of
an act entitled the "General Corporation Law for the Commonwealth of Puerto
Rico", approved January 9, 1956, as amended.

                  (i) The foregoing clauses of this Article THIRD shall be
construed as objects, purposes, and powers and the matters expressed in each
clause shall not be limited in any way, except as otherwise expressly provided
by reference to or inference from the terms of any other clause (or any other
matter within the same clause), but shall be regarded as independent objects,
purposes and powers. The enumeration of specified objects, purposes and power
shall not be considered to exclude, limit or restrict in any manner any power,
right or privilege given to the Corporation by law or to limit or restrict the
meanings of the general terms of the general powers of the Corporation, nor
shall the expression of one thing be deemed to exclude another, although it be
of like nature, not expressed.

         FOURTH: The minimum amount of capital with which the Corporation will
commence business is $1,000.00, and the total number of shares for all classes
of stock which the corporation is authorized to issue is Twenty Two Million
(22,000,000) shares, divided in two classes, namely, Twenty Million
(20,000,000) shares of Common Stock of the par value of one dollar ($1.00) each
and Two Million (2,000,000) shares of Preferred Stock of the par value of five
dollars ($5.00) each.

         FIFTH: Voting powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications,
limitations or restrictions granted to or imposed upon the respective classes
of shares or the holders thereof are as follows:

                  (a) The holders of shares of Common Stock shall be entitled
to receive dividends, when and as declared by the Board of Directors, out of
any funds legally available therefor and, in the event of any voluntary or
involuntary liquidation, dissolution, or winding up of the Corporation, all the
assets of the Corporation remaining after


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payment or provision for payment of all debts and liabilities shall be
distributed to the holders of Common Stock pro rata according to the number of
shares held, subject to the provisions hereinafter set forth in paragraph (b)
of this Article FIFTH. The holders of the shares of Common Stock shall be
entitled to one vote, in person or by proxy, for each share held, and except as
otherwise specifically provided in the resolution or resolutions adopted by the
Board of Directors pursuant to the authority expressly vested in it by this
Article FIFTH with respect to any series of Preferred Stock, or as otherwise
provided by the laws of the Commonwealth of Puerto Rico, the holders of the
shares of Common Stock shall have the exclusive right to vote for the election
of directors and for all other purposes.

                  (b) The authority to determine the voting powers of the
Preferred Stock, the designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions granted to or imposed upon the Preferred Stock, the time or times
and prices at which the Preferred Stock is subject to redemption or conversion
and the classification or reclassification of any unissued shares of the
Preferred Stock into one or more series is expressly vested in the Board of
Directors, and any such determination by the Board of Directors shall be set
forth in resolutions providing for the issuance of such Preferred Stock duly
adopted in accordance with the Puerto Rico General Corporation Law. Each such
resolution shall be preceded by a determination by the Board of Directors that
the preferences and relative, participating, optional or other special rights,
and qualifications, limitations or restrictions of the Preferred Stock to be
issued are under the circumstances prevailing at the time of adopting such
resolution fair and equitable to all the existing stockholders. The Preferred
Stock shall rank prior to Common Stock with respect to payment of dividends and
with respect to distribution of the assets of the Corporation in the event of
the voluntary or involuntary liquidation, dissolution or winding up of the
Corporation. Neither the consolidation nor the merger of the Corporation with
or into any other corporation or corporations, nor a reorganization of the
Corporation alone, nor the sale, transfer or lease by the Corporation of all or
any parts of its assets, shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for the purpose of this paragraph.

                  (c) The amount of Common Stock or Preferred Stock authorized
may be increased or decreased by the affirmative vote of the holders of a
majority of the stock of the Corporation entitled to vote, and no consent or
affirmative vote of the stockholders shall be required in connection with a
resolution by the Board of Directors fixing the terms of any series of
Preferred Stock and authorizing the issuance of such Preferred Stock as
permitted by paragraph (b) of this Article FIFTH.

         SIXTH: No holder of stock of the Corporation shall be entitled, as
such, as a matter of right, to subscribe for or purchase any part of any new or
additional issue of stock of the Corporation of any class whatsoever, or of
warrants or rights of the Corporation, or of securities convertible into, or
carrying warrants or rights to subscribe for or purchase, stock of the
Corporation of any class whatsoever, whether now or hereafter authorized, or
whether issued for cash, property or services.

         SEVENTH: The names and addresses of each of the incorporators are as
follows:

                 Blanton Winship           La Fortaleza, San Juan, P.R.
                 Jose Enrique Colom        Intendencia Building, San Juan, P.R.
                 Antonio Lucchetti         Guayama, P.R.

         EIGHTH:  The Corporation is to have perpetual existence.

         NINTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further creation, definition, limitation and
regulation of the powers of the Corporation and of its directors and
stockholders, it is further provided:

                  1. Subject to any special right of the holders of any capital
stock of any class or series, the number of directors of the Corporation shall
be not less than three nor more than eighteen. The Directors need not be
stockholders. The Board of Directors shall, in the manner provided in the
By-Laws, determine from time to time the number of directors who shall
constitute the entire Board of Directors. Any such determination made by the
Board of


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Directors shall continue in effect unless and until changed by the Board of
Directors, but no such change shall affect the term of any director then in
office. Election of directors need not be by ballot unless the By-Laws so
require. Meetings of the Board of Directors may be held either within or
without the Commonwealth of Puerto Rico.

         Commencing at the annual meeting of stockholders held in 1987, the
terms of office of the Board of Directors shall be divided into three classes,
Class I, Class II and Class III, as shall be determined by the Board of
Directors. All classes shall be as nearly equal in number as possible, and no
class shall include less than one nor more than six directors. Any vacancy on
the Board of Directors that results from an increase in the number of directors
and any other vacancy on the Board of Directors may be filled only by the Board
of Directors, provided that a quorum is then present, or only by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director. Directors elected to fill a newly created directorship or other
vacancies shall be classified and hold office as provided by statute.

         The terms of office and the directors initially classified shall be as
follows: (1) that of Class I shall expire at the annual meeting of stockholders
to be held in 1988, (2) that of Class II shall expire at the annual meeting of
stockholders to be held in 1989, and (3) that of Class III shall expire at the
annual meeting of stockholders to be held in 1990. At each annual meeting of
stockholders after the aforementioned initial classification, the successors to
directors whose terms shall then expire shall be elected to serve from the time
of election and qualification until the third annual meeting following election
and until a successor shall have been elected and shall have qualified.

         Subject to any special right of the holders of any capital stock of
any class or series, the directors of any class of directors of the Corporation
may be removed without cause only by an affirmative vote of the holders of at
least eighty (80) per cent of the outstanding shares of Voting Stock of the
Corporation, at the annual meeting of stockholders, or at any special meeting
of stockholders called for this purpose.

         In addition to any requirements of law and any other provisions of
this Certificate of Incorporation, any By-Law or any resolution or resolutions
of the Board of Directors adopted pursuant to this Certificate of
Incorporation, the affirmative vote of the holders of at least eighty (80) per
cent of the outstanding shares of Voting Stock shall be required to amend,
alter or repeal, or adopt any provision inconsistent with, the requirements of
this Section of this Article, unless such amendment, alteration or repeal, or
adoption shall have been approved by a majority of the Disinterested Directors,
then the affirmative vote of a majority of the outstanding shares of Voting
Stock shall be required.

         Notwithstanding the foregoing, whenever the holders of any capital
stock of any class or series shall have the right, voting separately by class
or series, to elect directors at an annual or special meeting of stockholders,
the election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of this Certificate of
Incorporation or resolution or resolutions of the Board of Directors adopted
pursuant to this Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Section
of this Article unless expressly provided by such terms.

                  2. In furtherance and not in limitation of the powers
conferred by the laws of the Commonwealth of Puerto Rico, and subject at all
times to the provisions thereof, the Board of Directors is expressly authorized
and empowered:

                  (a) To make, alter, and repeal By-Laws of the Corporation,
subject to the power of the stock-holders to alter or repeal the By-Laws made
by the Board of Directors.

                  (b) To determine, from time to time, whether and to what
extent and at what times and places and under what conditions and regulations
the account and books and documents of the Corporation (other than the stock
ledger) or any of them, shall be open to inspection by the stockholders; and no
stockholder shall have any right to inspect any account or book or document of
the Corporation, except as conferred by the laws of the Commonwealth of Puerto
Rico, unless and until duly authorized to do so by resolution of the Board of
Directors.


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                  (c) To authorize and issue obligations of the Corporation,
secured or unsecured, to include therein such provisions as to redeemability,
convertibility or otherwise, as the Board of Directors in its sole discretion
may determine, and to authorize the mortgaging or pledging of, and to authorize
and cause to be executed mortgages and liens upon, any property of the
Corporation, real or personal, including after-acquired property.

                  (d) To determine whether any, and, if any, what part of, the
net assets of the Corporation in excess of its capital shall be declared in
dividends and paid to the stockholders entitled thereto, and to direct and
determine the use and disposition thereof.

                  (e) To set apart, out of any funds of the Corporation
available for dividends, a reserve or reserves, and to abolish any such reserve
or reserves, or to make such other provisions, if any, as the Board of
Directors may deem necessary or advisable for working capital, for additions,
improvements and betterments to plant and equipment, for expansion of the
business of the Corporation (including the acquisition of real and personal
property for that purpose) and for any other purpose of the Corporation.

                  (f) To establish bonus, profit-sharing, pension, thrift, and
other types of incentive, compensation or retirement plans for the officers and
employees (including officers and employees who are also directors) of the
Corporation, and to fix the amounts of profits to be distributed or shared or
contributed and the amounts of the Corporation's funds otherwise to be devoted
thereto and to determine the persons to participate in any such plans and the
amounts of their respective participations.

                  (g) To issue, or grant options for the purchase of, shares of
stock of the Corporation to officers and employees (including officers and
employees who are also directors) of the Corporation and its subsidiaries for
such consideration and on such terms and conditions as the Board of Directors
may from time to time determine.

                  (h) By resolution or resolutions passed by a majority of the
whole Board, to designate one or more committees, each committee to consist of
two or more of the directors of the Corporation, which to the extent provided
in such resolution or resolutions or in the By-Laws, shall have and may
exercise the powers of the Board of Directors (other than the power to remove
or elect officers) in the management of the business and affairs of the
Corporation and may authorize the seal of the Corporation to be affixed to all
papers which may require it, such committee or committees to have such name or
names as may be stated in the By-Laws or as may be determined from time to time
by resolution adopted by the Board of Directors.

                  (i) To exercise all the powers of the Corporation, except
such as are conferred by law, or by this Certificate of Incorporation or by the
By-Laws of the Corporation, upon the stockholders.

                  3. No contract or other transaction between the Corporation
and any other corporation, whether or not such other corporation is related to
the Corporation through the direct or indirect ownership by such other
corporation of a majority of the shares of the capital stock of the Corporation
or by the Corporation of a majority of the shares of the capital stock of such
other corporation, and no other act of the Corporation shall, in the absence of
fraud, in any way be affected or invalidated by the fact that any of the
directors of the Corporation are pecuniarily or otherwise interested in, or are
directors or officers of, such other corporation or by the fact that such other
corporation is so related to the Corporation. Any director of the Corporation
individually, or any firm or association of which any director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract or transaction of the Corporation, provided that the fact that he
individually, or such firm or association, is so interested shall be disclosed
or shall have been known to the Board of Directors or to a majority of such
members thereof as shall be present at any meeting of the Board of Directors at
which action upon any such contract or transaction shall be taken. Any director
of the Corporation who is also a director or officer of such other corporation
or who is so interested may be counted in determining the existence of a quorum
at any meeting of the Board of Directors which shall authorize any such
contract or transaction, with like force and effect as if he were not such
director or officer of such other corporation or not so


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interested.

                  4. The Corporation shall indemnify each person who served or
has served as a director, officer or agent of the Corporation, and each person
who, at the request of the Corporation, serves as a director or officer of
another corporation in which the Corporation owns shares of capital stock or of
which it is a creditor, and the legal representatives of each such person,
against all liabilities, expenses, counsel fees and costs incurred by such
person, or the estate of such person in connection with or arising out of any
action, suit, proceeding or claim, whether civil or criminal, to which such
person is made a party by reason of being, or having been, such director,
officer, or agent. In no case shall the Corporation indemnify any such person,
or the legal representatives of such person, with respect to any matters as to
which such person shall be finally adjudged in any such action, suit or
proceeding to be liable for negligence or misconduct in the performance of his
duties; provided, however, that an entry of judgment by consent as part of a
settlement shall not be deemed a final adjudication of liability for negligence
or misconduct in the performance of duty; and provided, further, that in the
event of a settlement (whether by agreement, entry of a judgment of consent, or
otherwise), indemnification shall be provided only in connection with such
matters covered by the settlement as to which the Corporation is advised by
counsel that such person was not negligent or guilty of misconduct in the
performance of his duties. The foregoing right of indemnification shall not be
exclusive of any of other rights to which any such person may be entitled under
law, by-law, agreement, vote of stockholders or otherwise.

         TENTH: The vote of the stockholders of the Corporation required to
approve any Business Combination shall be as set forth in this Article TENTH.
The term "Business Combination" shall have the meaning ascribed to it in
paragraph 1.(B) of this Article TENTH. Each other capitalized term shall have
the meaning ascribed to it in paragraph 3 of this Article TENTH.

                  1.(A) In addition to any affirmative vote required by law or
this Certificate of Incorporation and except as otherwise expressly provided in
paragraph 2 of this Article TENTH:

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

                           (2) any sale, lease, exchange, mortgage, pledge,
                  transfer or other disposition (in one transaction or a series
                  of transactions) to or with any Interested Stockholder or any
                  Affiliate of any Interested Stockholder of assets of the
                  Corporation or any Subsidiary having an aggregate Fair Market
                  Value of $1,000,000 or more; or

                           (3) the issuance or transfer by the Corporation or
                  any Subsidiary (in one transaction or a series of
                  transactions) of any securities of the Corporation or any
                  Subsidiary to any Interested Stockholder or any Affiliate of
                  any Interested Stockholder in exchange for cash, securities
                  or other property (or a combination thereof) having an
                  aggregate Fair Market Value of $1,000,000 or more, other than
                  the issuance of securities upon the conversion of convertible
                  securities of the Corporation or any Subsidiary which were
                  not acquired by such Interested Stockholder (or such
                  Affiliate) from the Corporation or a Subsidiary; or

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

                           (5) any transaction involving the Corporation or any
                  Subsidiary (whether or not with or into or otherwise
                  involving an Interested Stockholder), and including, without
                  limitation, any reclassification of securities (including any
                  reverse stock split), or recapitalization or reorganization
                  of the Corporation, or any merger or consolidation of the
                  Corporation with any of its Subsidiaries or


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                  any self tender offer for or repurchase of securities of the
                  Corporation by the Corporation or any Subsidiary or any other
                  transaction (whether or not with or into or otherwise
                  involving an Interested Stockholder), which in any such case
                  has the effect, directly or indirectly, of increasing the
                  proportionate share of the outstanding shares of any class of
                  equity securities or securities convertible into equity
                  securities of the Corporation or any Subsidiary which is
                  directly or indirectly beneficially owned by any Interested
                  Stockholder or any Affiliate of any Interested Stockholder;

shall require the greater of (i) the affirmative vote of the holders of at
least eighty (80) percent of the combined voting power of the then outstanding
shares of the Voting Stock, in each case voting together as a single class (it
being understood that for purposes of this Article TENTH each share of the
Voting Stock shall have the number of votes granted to it pursuant to Article
FIFTH of this Certificate of Incorporation or any resolution setting forth the
rights, powers and preferences of any class or series of Preferred Stock made
pursuant to said Article FIFTH (a "Preferred Stock Resolution"), or (ii) the
affirmative vote of the sum of (a) the number of shares of voting power of
Voting Stock then beneficially owned by the Interested Stockholder, plus (b) a
majority of the combined voting power of the outstanding shares of Voting Stock
held by stockholders other than the Interested Stockholder. Such affirmative
vote shall be required not withstanding any provision of law or any other
provision of this Certificate of Incorporation or any agreement with any
national securities exchange or otherwise which might permit a lesser vote or
no vote and in addition to any affirmative vote required of the holders of any
class or series of Voting Stock pursuant to law, this Certificate of
Incorporation or any Preferred Stock Resolution.

                  (B) The term "Business Combination" as used in this Article
TENTH shall mean any transaction that is referred to in any one or more clauses
(1) through (5) of paragraph 1.(A) of this Article TENTH.

                  2. The provisions of paragraph 1.(A) of this Article TENTH
shall not be applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as may be
required by law, any other provision of this Certificate of Incorporation, any
Preferred Stock Resolution and any agreement with any national securities
exchange, if, in the case of a Business Combination that does not involve any
cash or other consideration being received by the stockholders of the
Corporation, solely in their respective capacities as stockholders of the
Corporation, the condition specified in the following paragraph (A) is met, or,
in the case of any other Business Combination, the conditions specified in the
following paragraph (A) or the conditions specified in the following paragraph
(B) are met:

                           (A) such Business Combination shall have been
                  approved by a majority of the Disinterested Directors; or

                           (B) Each of the five conditions specified in the
                  following clauses (1) through (5) shall have been met:

                                    (1) the aggregate amount of the cash and
                           the Fair Market Value as of the Consummation Date of
                           any consideration other than cash to be received per
                           share by holders of Common Stock in such Business
                           Combination shall be at least equal to the highest
                           of the following (it being intended that the
                           requirements of this clause (B) (1) shall be
                           required to be met with respect to all shares of
                           Common Stock outstanding whether or not the
                           Interested Stockholder has acquired any shares of
                           the Common Stock):

                                            (i) if applicable, the highest per
                                    share price (including any brokerage
                                    commissions, transfer taxes and soliciting
                                    dealers' fees) paid in order to acquire any
                                    shares of Common Stock beneficially owned
                                    by the Interested Stockholder which were
                                    acquired beneficially by such Interested
                                    Stockholder (x) within the two-year period
                                    immediately prior to the Announcement Date
                                    or (y) in the transaction in which it
                                    became an Interested Stockholder, whichever
                                    is higher; or


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

                                            (iii) the amount which bears the
                                    same percentage relationship to the Fair
                                    Market Value of the Common Stock on the
                                    Announcement Date as the highest per share
                                    price determined in (B) (1) (i) above bears
                                    to the Fair Market Value of the Common
                                    Stock on the date of the commencement of
                                    the acquisition of the Common Stock by such
                                    Interested Stockholder; and

                                    (2) the aggregate amount of the cash and
                           the Fair Market Value as of the Consummation Date of
                           any consideration other than cash to be received per
                           share by holders of shares of any class or series of
                           Voting Stock (other than Common Stock) shall be at
                           least equal to the highest of the following (it
                           being intended that the requirements of this clause
                           (B) (2) shall be required to be met with respect to
                           every class and series of such outstanding Voting
                           Stock, whether or not the Interested Stockholder has
                           previously acquired any shares of a particular class
                           or series of Voting Stock):

                                            (i) if applicable, the highest per
                                    share price (including any brokerage
                                    commissions, transfer taxes and soliciting
                                    dealers' fees) paid in order to acquire any
                                    shares of each such class or series of
                                    Voting Stock beneficially owned by the
                                    Interested Stockholder which were acquired
                                    beneficially by such Interested Stockholder
                                    (x) within the two-year period immediately
                                    prior to the Announcement Date or (y) in
                                    the transaction in which it became an
                                    Interested Stockholder, whichever is
                                    higher; or

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

                                            (iii) The Fair Market Value per
                                    share of such class or series of Voting
                                    Stock on the Announcement Date or the
                                    Determination Date, whichever is higher; or

                                            (iv) the amount which bears the
                                    same percentage to the Fair Market Value of
                                    such class or series of Voting Stock of the
                                    Announcement Date as the highest per share
                                    price in (B) (2) (i) above bears to the
                                    Fair Market Value of such Voting Stock on
                                    the date of the commencement of the
                                    acquisition of such Voting Stock by such
                                    Interested Stockholder; and

                                    (3) the consideration to be received by
                           holders of a particular class or series of
                           outstanding Voting Stock (including Common Stock)
                           shall be in cash or in the same form as was
                           previously paid in order to acquire beneficially
                           shares of such class or series of Voting Stock that
                           are beneficially owned by the Interested Stockholder
                           and, if the Interested Stockholder beneficially owns
                           shares of any class or series of Voting Stock that
                           were acquired with varying forms of consideration,
                           the form of consideration to be received by each
                           holder of such class or series of Voting Stock shall
                           be, at the option of such holder, either cash or the
                           form used by the Interested Stockholder to acquire
                           beneficially the largest number of shares of such
                           class or series of Voting Stock beneficially
                           acquired by it prior to the Announcement Date; and


                                       8
<PAGE>   9
                                    (4) after such Interested Stockholder has
                           become an Interested Stockholder and prior to the
                           consummation of such Business Combination:

                                            (i) such Interested Stockholder
                                    shall not have become the beneficial owner
                                    of any additional shares of Voting Stock of
                                    the Corporation, except as part of the
                                    transaction in which it becomes an
                                    Interested Stockholder or upon conversion
                                    of convertible securities acquired by it
                                    prior to becoming an Interested Stockholder
                                    or as result of a pro rata stock dividend
                                    or stock split; and

                                            (ii) 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 tax credits
                                    or other tax advantages provided by the
                                    Corporation or any Subsidiary, whether in
                                    anticipation of or in connection with such
                                    Business Combination or otherwise; and

                                            (iii) such Interested Stockholder
                                    shall not have caused any material change
                                    in the Corporation's business or capital
                                    structure, including, without limitation,
                                    the issuance of shares of capital stock of
                                    the Corporation to any third party; and

                                            (iv) there shall have been (x) no
                                    failure to declare and pay at the regular
                                    date there of the full amount of dividends
                                    (whether or not cumulative) on any
                                    outstanding Preferred Stock except as
                                    approved by a majority of the Disinterested
                                    Directors, (y) no reduction in the annual
                                    rate of dividends paid on Common Stock
                                    (except as necessary to reflect any
                                    subdivision of the Common Stock), except as
                                    approved by a majority of the Disinterested
                                    Directors and (z) an increase in such
                                    annual rate of dividends (as necessary to
                                    prevent any such reduction) in the event of
                                    any reclassification (including any reverse
                                    stock split), recapitalization,
                                    reorganization, self tender offer or any
                                    similar transaction which has the effect of
                                    reducing the number of outstanding shares
                                    of the Common Stock, unless the failure so
                                    to increase such annual rate was approved
                                    by a majority of the Disinterested
                                    Directors; and

                                    (5) a proxy or information statement
                           describing the proposed Business Combination and
                           complying with the requirements of the Securities
                           Exchange Act of 1934 and the rules and regulations
                           thereunder (or any subsequent provisions replacing
                           such Act, rules and regulations), whether or not the
                           Corporation is then subject to such requirements,
                           shall be mailed by and at the expense of the
                           Interested Stockholder at least thirty days prior to
                           the Consummation Date of such Business Combination
                           to the public stockholders of the Corporation
                           (whether or not such proxy or information statement
                           is required to be mailed pursuant to such Act or
                           subsequent provisions), and shall contain at the
                           front thereof in a prominent place (i) any
                           recommendations as to the advisability (or
                           inadvisability) of the Business Combination which
                           the Disinterested Directors, if any, may choose to
                           state, and (ii) the opinion of a reputable national
                           investment banking firm as to the fairness (or not)
                           of such Business Combination from the point of view
                           of the remaining public stockholders of the
                           Corporation (such investment banking firm to be
                           engaged solely on behalf of the remaining public
                           stockholders, to be paid a reasonable fee for their
                           services by the Corporation upon receipt of such
                           opinion, to be unaffiliated with such Interested
                           Stockholder, and, if there are at the time any
                           Disinterested Directors, to be selected by a
                           majority of the Disinterested Directors).


                                       9
<PAGE>   10

                  3. For purposes of this Article TENTH:

                           (A) A "person" shall include, without limitation,
                  any individual, firm, corporation, group (as such term is
                  used in Regulation 13D-5 of the General Rules and Regulations
                  under the Securities Exchange Act of 1934, as in effect on
                  January 1, 1987) or other entity.

                           (B) "Interested Stockholder" shall mean any person
                  (other than the Corporation or any Subsidiary or any employee
                  benefit plan of the Corporation or any Subsidiary) who or
                  which:

                                    (1) is the beneficial owner, directly or
                           indirectly, of more than 20 percent of the combined
                           voting power of the then outstanding shares of
                           Voting Stock; or

                                    (2) is an Affiliate of the Corporation and
                           at any time within the two-year period immediately
                           prior to the date in question was the beneficial
                           owner, directly or indirectly, of 20 percent or more
                           of the combined voting power of the then outstanding
                           shares of Voting Stock; or

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

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

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

                                    (2) which such person or any of its
                           Affiliates or Associates has (a) the right to
                           acquire (whether or not such right is exercisable
                           immediately) pursuant to any agreement, arrangement
                           or understanding or upon the exercise of conversion
                           rights, exchange rights, warrants or options, or
                           otherwise, or (b) the right to vote or direct the
                           vote pursuant to any agreement, arrangement or
                           understanding; or

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

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

                           (E) "Affiliate" and "Associate" shall have the
                  respective meanings ascribed to the term "Affiliate" in Rule
                  12b-2 of the General Rules and Regulations under the
                  Securities Exchange Act


                                      10
<PAGE>   11

                  of 1934, as in effect on January 1, 1987.

                           (F) "Subsidiary" shall mean any Corporation more
                  than 50 percent of whose outstanding equity securities having
                  ordinary voting power in the election of directors is owned,
                  directly or indirectly, by the Corporation or by a Subsidiary
                  or by the Corporation and one or more Subsidiaries.

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

                           (H) "Fair Market Value" shall mean: (1) in the case
                  of stock, the highest closing sale price during the 30-day
                  period commencing on the 40th day preceding the date in
                  question of a share of such stock on the Composite Tape for
                  New York Stock Exchange-Listed Stock, or, if such stock is
                  not quoted on the New York Stock Exchange-Composite Tape, 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 sale price or bid quotation
                  with respect to a share of such stock during the 30-day
                  period commencing on the 40th day preceding the date in
                  question on the National Association of Securities Dealers,
                  Inc., Automated Quotations Systems or any systems then in
                  use, or if no such quotations are available, the fair market
                  value on the date in question of a share of such stock as
                  determined by a majority of the Disinterested Directors in
                  good faith; and (2) in the case of property other than cash
                  or stock, the fair market value of such property on the date
                  in question as determined by a majority of the Disinterested
                  Directors in good faith.

                           (1) In the event of any Business Combination in
                  which the Corporation survives, the phrase "any consideration
                  other than cash to be received" as used in paragraphs
                  2.(B)(1) and (2) of this Article TENTH shall include the
                  shares of Common Stock and/or the shares of any other class
                  or series of outstanding Voting Stock retained by the holders
                  of such shares.

                           (J) "Announcement Date" shall mean the date of first
                  public announcement of the proposed Business Combination.

                           (K) "Determination Date" shall mean the date on
                  which the Interested Stockholder became an Interested
                  Stockholder.

                           (L) "Consummation Date" shall mean the date of the
                  consummation of the Business Combination.

                           (M) The term "Voting Stock" shall mean all
                  outstanding shares of capital stock of all classes and series
                  of the Corporation entitled to vote generally in the election
                  of directors of the Corporation, in each case voting together
                  as a single class. The definition of "Voting Stock" in this
                  paragraph 3 shall apply to the term "Voting Stock" as used in
                  Article NINTH, Section 1 of this Certificate of
                  Incorporation.

                  4. A majority of the Disinterested Directors shall have the
         power and duty to determine, on the basis of information known to them
         after reasonable inquiry, all facts necessary to determine compliance
         with this


                                      11
<PAGE>   12

         Article TENTH including, without limitation:

                           (A) whether a person is an Interested Stockholder;

                           (B) the number of shares of Voting Stock
                  beneficially owned by any person;

                           (C) whether a person is an Affiliate or Associate of
                  another person;

                           (D) whether the requirements of paragraph 2.(B) of
                  this Article TENTH have been met with respect to any Business
                  Combination;

                           (E) whether the assets which are the subject of any
                  Business Combination have, or the consideration to be
                  received for the issuance or transfer of securities by the
                  Corporation or any Subsidiary in any Business Combination
                  has, an aggregate Fair Market Value of $1,000,000 or more;
                  and

                           (F) such other matters with respect to which a
                  determination is required under this Article TENTH.

         The good faith determination of a majority of the Disinterested
Directors on such matters shall be conclusive and binding for all purposes of
this Article TENTH.

                  5. Nothing contained in this Article TENTH shall be construed
         to relieve any Interested Stockholder from any fiduciary obligation
         imposed by law.

                  6. Notwithstanding anything contained in this Certificate of
         Incorporation to the contrary, the affirmative vote of the holders of
         at least eighty (80) percent of the combined voting power of the
         Voting Stock, voting together as a single class, shall be required to
         alter, amend or repeal this Article TENTH or to adopt any provision
         inconsistent therewith; provided, however, that if there is an
         Interested Stockholder on the record date for the meeting at which
         such action is submitted to the stockholders for their consideration,
         there shall be required the greater of (i) the affirmative vote of the
         holders of at least 80 percent of the combined voting power of such
         aforementioned Voting Stock, or (ii) the affirmative vote of the sum
         of (a) the number of shares of such Voting Stock then beneficially
         owned by the Interested Stockholder, plus (b) a majority of the
         combined voting power of the outstanding shares of Voting Stock held
         by stockholders other than the Interested Stockholder.

         ELEVENTH: The Corporation reserves the right to amend, alter or repeal
any of the provisions of this Certificate of Incorporation and to add other
provisions authorized by the laws of the Commonwealth of Puerto Rico at the
time in force, in the manner and at the time prescribed by said laws, and all
rights, powers and privileges at any time conferred upon the Board of Directors
and the stockholders are granted subject to the provisions of this Article
ELEVENTH.

         IN WITNESS WHEREOF, We the subscribers, being all the incorporators
named in the foregoing Certificate of Incorporation have hereunto set our hands
this 19th day of February, 1938.

                                                   Blanton Winship (Sgd.)

                                                   J. E. Colom (Sgd.)

                                                   A. Lucchetti (Sgd.)




                                      12
<PAGE>   13

                                 ACKNOWLEDGMENT


THE PEOPLE OF PUERTO RICO}
MUNICIPALITY OF SAN JUAN}   SS.:

         Be It Remembered that on this 19th day of February, A.D. 1938, before
me a Notary Public personally appeared Blanton Winship, Jose Enrique Colom and
Antonio Lucchetti, who I am satisfied are the persons named in and who executed
the foregoing Articles of Incorporation and I having first made known to them
the contents thereof, they, being severally duly sworn, on their oath did each
acknowledge that they executed and signed the same as their voluntary act and
deed.

         Subscribed and sworn to before me this 19th day of February, A.D. 1938.



                                                   Luis Venegas Cortes (Sgd.)
                                                       Notary Public



[Notarial Seal]


                                      13
<PAGE>   14

                       PUERTO RICAN CEMENT COMPANY, INC.




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                          CERTIFICATE OF INCORPORATION




                                AMENDMENTS UP TO

                               DECEMBER 31, 1999




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