Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               RECOTON CORPORATION

                            Under Section 807 of the
                            Business Corporation Law


          We, Robert L. Borchardt and Stuart Mont, being respectively the
President and the Secretary of Recoton Corporation, in accordance with Section
807 of the Business Corporation Law do hereby certify:

          FIRST: The name of the Corporation is Recoton Corporation. The name
under which the corporation was formed is Recotone Co., Inc.

          SECOND: The Certificate of Incorporation of the Corporation was filed
by the Department of State on December 30, 1936.

          THIRD: The text of the Certificate of Incorporation as amended
theretofore is hereby restated without further amendment or change to read as
herein set forth in full:

          1. The name of the Corporation is Recoton Corporation.

          2. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the Business Corporation
Law of the State of New York. Notwithstanding the foregoing sentence, the
Corporation will not engage in any act or activity requiring the consent or
approval of any official, department, board or body of the State of New York
without first obtaining such consent or approval.

          3. The aggregate number of shares which the Corporation shall have the
authority to issue is thirty five million (35,000,000), which are divided into
ten million (10,000,000) Preferred Shares of a par value of $1.00 per share and
twenty five million (25,000,000) Common Shares of a par value of $.20 per share.
The relative rights, preferences and limitations of the shares of each class are
as follows:

                    (a) The Preferred Shares authorized hereby may be
         issued (i) in such series and with such voting powers, full or limited,
         or no voting powers, and such designations, preferences and relative
         participating, optional or other special rights, and with such
         qualifications, limitations or restrictions thereon, as the Board of
         Directors shall fix by resolution, and (ii) in such number of shares in
         each series as the Board of Directors shall fix by resolution provided
         that the aggregate number of all Preferred Shares issued does not
         exceed the number of Preferred Shares authorized hereby.

                    (b) Holders of Common Shares shall be entitled to
         such dividend, liqui dation and voting rights and privileges as are
         provided by the Business Corporation Law, subject to the rights of
         holders of Preferred Shares issued pursuant to paragraph (a) above.

          4. The capital of the Corporation shall be at least equal to the sum
of the aggregate in value of all issued shares having par value plus the
aggregate amount of consideration received by the Corporation for the issuance
of shares without par value plus such amounts as, from time to time, by
resolution of the Board of Directors may be transferred thereto.

          5. The Corporation may issue and may sell its authorized shares
without par value whether now or hereafter authorized from time to time, for
such consideration as shall be the fair market value of such shares, and in the
absence of fraud in the transaction, the judgment of the Board of Directors, as
to the value received therefore, shall be conclusive, or in the absence of fraud
in the transaction for such consideration as, from time to time, may be fixed by
the Board of Directors or shall be consented to by a majority of the
stockholders entitled to vote thereon at a meeting called for that purpose in
accordance with the By-laws; and any and all shares so issued shall be fully
paid and non-assessable.

          6. The Secretary of the State of the State of New York is hereby
designated as the agent of the Corporation upon whom process in any action or
proceeding against it may be served; the office of the Corporation shall be
located in the County of New York, City and State of New York and the address to
which the Secretary of State shall mail a copy of process in any action or
proceeding against the Corporation shall be Recoton Corporation, 145 East 57th
Street, New York, NY 10022; Attn.: Secretary.

          7. The duration of the Corporation is to be perpetual.

          8. Board of Directors

                  (a) Number, election and terms. The number of directors
         constituting the entire Board of Directors shall be not less than nine
         nor more than fifteen persons. The exact number of directors within the
         minimum and maximum limitations specified in the preceding sentence and
         the initial term of office of such directors shall be fixed from time
         to time by the Board of Directors pursuant to a resolution adopted by a
         majority of the entire Board of Directors. At the 1985 Annual Meeting
         of Shareholders, the directors shall be divided into three classes, as
         nearly equal in number as possible, with the term of office of the
         first class to expire at the 1986 Annual Meeting of Shareholders, the
         term of office of the second class to expire at the 1987 Annual Meeting
         of Shareholders and the term of office of the third class to expire at
         the 1988 Annual Meeting of Shareholders. At each Annual Meeting of
         Shareholders following such initial classification and election,
         directors elected to succeed those whose terms expire shall be elected
         for a term of office to expire at the third succeeding Annual Meeting
         of Shareholders after their election.

                  (b) Newly created directorships and vacancies. Newly created
         directorships resulting from any increase in the authorized number of
         directors or any vacancies in the Board of Directors resulting from
         death, resignation, retirement, disqualification, removal from office
         or other cause shall be filled by a majority vote of the directors then
         in office, and directors so chosen shall hold office for a term
         expiring at the Annual Meeting of Shareholder at which the term of the
         class to which they have been elected expires.

                  (c) Removal. A director may be removed from office only for
         cause and only by the affirmative vote of the holders of at least 80%
         of the voting power of all of the shares of the Corporation entitled to
         vote for the election of directors.

                  (d) Amendment, repeal, etc. Notwithstanding anything contained
         in this Certificate of Incorporation to the contrary, the affirmative
         vote of the holders of at least 80% of the voting power of all of the
         shares of the Corporation entitled to vote for the election of
         directors shall be required to amend or repeal, or to adopt any
         provision inconsistent with, this Article 8.

          9. No holder of shares of the Corporation of any class now or
hereafter authorized shall have any preferential or preemptive right to
subscribe for, purchase or receive any shares of the Corporation of any class,
now or hereafter authorized, or any options or warrants for such shares, or any
rights to subscribe to or purchase such shares or any securities convertible
into or exchangeable for such shares, which may at any time be issued, sold or
offered for sale by the Corporation.

          10. Certain Business Combinations.

          Section 1. Vote Required for Certain Business Combinations.

               A. Higher Vote for Certain Business Combinations. In addition to
          any affirmative vote required by law or this Certificate of
          Incorporation, and except as otherwise expressly provided in Section 2
          of this Article 10:

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

               (ii) any plan of exchange for all outstanding shares of the
          Corporation or any Subsidiary or for any class of shares of the
          Corporation or any Subsidiary with (a) any Interested Shareholder or
          (b) any other person (whether or not itself an Interested Shareholder)
          which is, or after such plan of exchange would be, an Affiliate of an
          Interested Shareholder; or

               (iii) any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition (in one transaction or a series of transactions) to
          or with any Interested Shareholder or any Affiliate of any Interested
          Shareholder of any assets of the Corporation or any Subsidiary,
          constituting more than 20% of the Fair Market Value (as hereinafter
          defined) of 20% or more of the total assets of the entity involved; or

               (iv) the issuance or transfer by the Corporation or any
          Subsidiary (in one transaction or a series of transactions) or any
          securities of the Corporation or any Subsidiary to any Interested
          Shareholder or any Affiliate of any Interested Shareholder in exchange
          for cash, securities or other property (or a combination thereof)
          having an aggregate Fair Market Value of $1,000,000 or more; or

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

               (vi) any reclassification of securities (including any reverse
          stock split), or recapitalization of the Corporation, or any merger or
          consolidation of the Corporation with any of its Subsidiaries or any
          other transaction (whether or not with or into or otherwise involving
          an Interested Shareholder) which has the effect, directly or
          indirectly, of increasing the proportionate share of the outstanding
          shares of any class of equity securities of the Corporation or any
          Subsidiary which is directly or indirectly owned by any Interested
          Shareholder or any Affiliate of any Interested Shareholder;

shall require the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class. Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a lesser
percentage may be specified, by law or otherwise.

              B. Definition of "Business Combination". The term "Business
Combination" as used in this Article 10 shall mean any transaction which is
referred to in any one or more of clauses (i) through (vi) of paragraph A of
this Section 1.

         Section 2. When Higher Vote is Note Required. The provisions of Section
1 of this Article 10 shall not be applicable to any particular Business
Combination, and such Business Combination shall require only such affirmative
vote as is required by law and any other provision of this Certificate of
Incorporation, if all of the conditions specified in either of the following
paragraphs A and B are met:

              A.  Approval by Directors.  The Business Combination shall have
been approved  by the Disinterested Directors (as hereinafter defined), it being
understood that this condition shall not be capable of satisfaction unless there
is at least one Disinterested Director.

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

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

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

                            (b)  the Fair Market Value per share
                  of Common Stock on the Announcement Date or on the date on
                  which the Interested Shareholder became an Interested
                  Shareholder (such latter date is referred to in this Article
                  10 as the "Determination Date"), whichever is higher; and

                            (c)  (if applicable) the price per
                  share equal to the Fair Market Value per share of Common Stock
                  determined pursuant to paragraph B(i)(b) above, multiplied by
                  the ration of (1) the highest per share (including any
                  brokerage commissions, transfer taxes and soliciting dealers'
                  fees) paid by the Interested Shareholder for any shares of
                  Common Stock acquired by it within the two-year period
                  immediately prior to the Announcement Date to (2) the Fair
                  Market Value per share of Common Stock on the first day in
                  such two-year period upon which the Interested Shareholder
                  acquired any shares of Common Stock.

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

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

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

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

                            (d)  (if applicable) the price per share equal
                  to the Fair Market Value per share of such class of
                  Voting Stock determined pursuant to paragraph B(ii) (c)
                  above, multiplied by the ratio of (1) the highest per share
                  price (including any brokerage commissions, transfer taxes and
                  soliciting dealers' fees) paid by the Interested Shareholder
                  for any shares of such class of Voting Stock acquired by it
                  within the two-year period immediately prior to the
                  Announcement Date to (2) the Fair Market Value per share of
                  such class of Voting Stock on the first day in such two-year
                  period upon which the Interested Shareholder acquired any
                  shares of such class of Voting Stock.

               (iii) The consideration to be received by holders of a particular
          class of outstanding Voting Stock (including Common Stock) shall be in
          cash or in the same form as the Interested Shareholder has previously
          paid for shares of such class of Voting Stock. If the Interested
          Shareholder has paid for shares of Common Stock with varying forms of
          consideration, the form of consideration for Common Stock shall be
          either cash or the form used to acquire the largest number of shares
          of Common Stock previously acquired by it.

               (iv) After such Interested Shareholder has become an Interested
          Shareholder and prior to the consummation of such Business
          Combination, such Interested Shareholder shall have not become the
          beneficial owner of any additional shares of Voting Stock except (a)
          as part of the transaction which results in such Interested
          Shareholder becoming an Interested Shareholder or (b) as a result of a
          pro rate stock dividend or stock split.

               (v) Prior to the consummation of such Business Combination, such
          Interested Shareholder shall not have, directly or indirectly, (a)
          received the benefit (except as proportionately as a shareholder) of
          any loans, advances, guarantees, pledges or other financial assistance
          or any tax credits or other tax advantages provided by the Corporation
          or any Subsidiary, or (b) caused any material change in the
          Corporation's business or equity capital structure, including, without
          limitation, the issuance of shares of capital stock of the
          Corporation.

         The requirements of subparagraphs (ii) and (iii) above shall not apply
to any class of Voting Stock (other than Common Stock) hereinafter authorized if
the provision creating or authorizing such class so provides and such provision
has been approved by a majority of the Disinterested Directors.

         Section 3.  Certain Definitions.  For the purposes of this Article 10:

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

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

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

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

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

          C. "Beneficial Owner" shall have the meaning ascribed to such term in
Rule 13d-3 under the Securities Exchange Act of 1934 as in effect on April 1,
1985 provided, however, and without limitation, any individual, corporation,
partnership, group, association or other person or entity which has the right to
acquire any Voting Stock at any time in the future, whether such right is
contingent or absolute, pursuant to any agreement, arrangement or understanding
or upon exercise or conversion rights, warrants or options, or otherwise, shall
be deemed the Beneficial Owner of such Voting Stock.

          D. "Affiliate" or "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934,
as in effect on April 1, 1985.

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

          F. "Disinterested Director" means any member of the Board of Directors
of the Corporation (the "Board") who is not affiliated with or the nominee of
the Interested Shareholder or an Affiliate of the Interested Shareholder that is
involved in the Business Combination under consideration by the Board of
Directors.

          G. "Fair Market Value" means: (i) in the case of stock, the highest
closing sale price during the 30-day period preceding the date in question of a
share of such stock on the Composite Tape for New York Stock Exchange-Listed
Stocks, or if such stock is not quoted on the Composite Tape, on the New York
Stock Exchange or if such stock is not listed on such Exchange, on the principal
United States securities exchange on which such stock is listed, of if such
stock is not listed on any such exchange, the highest closing sale price or bid
quotation, whichever is reported in the financial press, with respect to a share
of such stock during the 30-day period preceding the date in question on the
National Association of Securities Dealers, Inc. Automated Quotations System or
any system then in use, or if no such quotations are available, the fair market
value on the date in question of a share of Common Stock as determined by the
Board in good faith; and (ii) in the case of property other than cash or stock,
the fair market value of such property on the date in question as determined by
the Board in good faith.

          H. "Institutional Voting Stock" shall mean any class of Voting Stock
which was issued to and continued to be held solely by one or more insurance
companies, pension funds, commercial banks, savings banks or similar financial
institutions or institutional investors.

          I. In the event of any Business Combination in which the Corporation
survives, the phrase "other consideration to be received" as used in paragraphs
3(i) and (ii) of Section 2 of this Article 10 shall include the shares of Common
Stock and/or the shares of any other class of outstanding Voting Stock retained
by the holders of such shares.

          Section 4. Certain Powers of the Disinterested Directors. A majority
of the Disinterested Directors of the Corporation shall have the power and duty
to determine for the purposes of this Article 10, on the basis of information
known to them after reasonable inquiry, (A) whether a person is an Interested
Shareholder, (B) the number of shares of Voting Stock beneficially owned by any
person, (C) whether a person is an Affiliate or Associate of another, (D)
whether a class of Voting Stock is Institutional Voting Stock, (E) whether a
transaction or series of transactions constitutes a Business Combination, (F)
whether the requirements of Section 2 of this Article 10 have been met and (G)
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 constitute more
than twenty percent of the Fair Market Value of the total assets of the entity
involved.

          Section 5. No Effect on Fiduciary Obligations of Interested
Shareholders. Nothing contained in this Article 10 shall be construed to relieve
any Interested Shareholder from any fiduciary obligation imposed by law.

          Section 6. Amendment. Renewal. etc. Notwithstanding any other
provisions of this Certificate of Incorporation or the By-Laws of the
Corporation (and notwithstanding the fact that a lesser percentage may be
specified by law, this Certificate of Incorporation or the By-Laws of the
Corporation), the affirmative vote of the holders of 80% or more of the voting
power of the shares of the then outstanding Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt any provisions
inconsistent with, this Article 10 of this Certificate of Incorporation.

          11. No director shall be personally liable to the Corporation or any
of its shareholders for damages for any breach of duty as a director; provided,
however, that the foregoing provision shall not eliminate or limit (i) the
liability of a director if a judgment or other final adjudication adverse to him
establishes that his acts or omissions were in bad faith or involved intentional
misconduct or a knowing violation of law or that he personally gained in fact a
financial profit or other advantage to which he was not legally entitled or that
his acts violated Section 719 of the New York Business Corporation Law; or (ii)
the liability of a director for any act or omission prior to the adoption of
this Article 11 by the shareholders of the Corporation.

          12. Section 1. Designation, Number of Shares. A series of Preferred
Shares of the Corporation shall be designated as "Series A Junior Participating
Preferred Shares" ("Series A Junior Participating Preferred Shares"). The number
of shares constituting the Series A Junior Participating Preferred Shares shall
be 250,000.

          Section 2. Dividends or Distributions. (a) Subject to the prior and
superior rights of the holders of shares of any other class of capital shares
not by its terms ranking on a parity with, or junior to, the Series A Junior
Participating Preferred Shares with respect to dividends, the holders of Series
A Junior Participating Preferred Shares shall be entitled to receive, when and
as declared by the Board of Directors, out of the assets of the Corporation
legally available therefor, quarterly dividends payable in cash in an amount per
whole share of Series A Junior Participating Preferred Shares equal to the
greater of (1) 10% of the Purchase Price (the "Purchase Price"), as adjusted,
per unit of one one-hundredth of a share of Series A Junior Participating
Preferred Shares set forth in the Rights Agreement (the "Rights Agreement")
between the Corporation and Chemical Mellon Shareholder Services, L.L.P., as
Rights Agent, dated as of October 27, 1995 (so that if the Purchase Price, as
adjusted, were $100.00, the quarterly dividend amount per whole share of Series
A Junior Participating Preferred Shares would be $10.00), and (2) dividends
payable in cash on the payment date for each cash dividend (if any) declared on
the Common Shares in an amount per whole share (rounded to the nearest cent)
equal to the Formula Number then in effect times the cash dividends then to be
paid on each outstanding Common Share, payable on the date declared by the Board
of Directors for the payment of quarterly dividends on the outstanding Common
Shares, par value $.20 per share, of the Corporation (the "Common Shares") but
in no event later than the fifteenth day of March, June, September and December
in each year (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or a fraction of a share of Series A Junior
Participating Preferred Shares, since the immediately preceding Quarterly
Dividend Payment Date or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Shares. In addition, if the Corporation shall pay
any dividend or make any distribution on the Common Shares payable in assets,
securities or other forms of noncash consideration (other than dividends or
distributions solely in shares of Common Shares), then, in each such case, the
Corporation shall simultaneously pay or make on each outstanding share of Series
A Junior Participating Preferred Shares a dividend or distribution in like kind,
of the Formula Number then in effect times such dividend or distribution on each
share of Common Shares. As used herein, the "Formula Number" shall be 100;
provided, however, that if at any time after October 27, 1995, the Corporation
shall (i) declare or pay any dividend on the Common Shares payable in shares of
Common Shares or make any distribution on the Common Shares in shares of Common
Shares, (ii) subdivide (by a shares split or otherwise) the outstanding shares
of Common Shares into a larger number of shares of Common Shares or (iii)
combine (by a reverse shares split or otherwise) the outstanding shares of
Common Shares into a smaller number of shares of Common Shares, then in each
such event the Formula Number shall be adjusted to a number determined by
multiplying the Formula Number in effect immediately prior to such event by a
fraction, the numerator of which is the number of shares of Common Shares that
are outstanding immediately after such event and the denominator of which is the
number of shares that are outstanding immediately prior to such event (and
rounding the result to the nearest whole number); and provided further that if
at any time after October 27, 1995, the Corporation shall issue any shares of
its capital shares in a reclassification or change of the outstanding shares of
Common Shares (including any such reclassification or change in connection with
a merger in which the Corporation is the surviving corporation), then in such
event the Formula Number shall be appropriately adjusted to reflect such
reclassification or change.

          (b) The Board of Directors shall declare a dividend or distribution on
the Series A Junior Participating Preferred Shares as provided in paragraph 2(a)
immediately prior to or at the same time it declares a dividend or distribution
on the Common Shares (other than a dividend or distribution solely in shares of
Common Shares). The Board of Directors may fix a record date for the
determination of holders of Series A Junior Participating Preferred Shares
entitled to receive a dividend or distribution declared thereon, which record
date shall be the same as the record date for any corresponding dividend or
distribution on the Common Shares.

          (c) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Shares from and after the
Quarterly Dividend Payment Date next preceding the date of original issue of
such Series A Junior Participating Preferred Shares; provided, however, that
dividends on such shares which are originally issued after the record date for
the determination of holders of Series A Junior Participating Preferred Shares
entitled to receive a quarterly dividend and on or prior to the next succeeding
Quarterly Dividend Payment Date shall begin to accrue and be cumulative from and
after such Quarterly Dividend Payment Date. Notwithstanding the foregoing,
dividends on shares of Series A Junior Participating Preferred Shares which are
originally issued prior to the record date for the first Quarterly Dividend
Payment, shall be calculated as if cumulative from and after the date (if any)
declared by the Board of Directors for the payment of the quarterly dividend on
the outstanding shares of Common Shares but in no event later than the fifteenth
day of March, June, September and December, as the case may be, next preceding
the date of original issuance of such shares. Accrued but unpaid dividends shall
not bear interest. Dividends paid on the Series A Junior Participating Preferred
Shares in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time outstanding.

          (d) So long as any shares of Series A Junior Participating Preferred
Shares are outstanding, no dividends or other distributions shall be declared,
paid or distributed, or set aside for payment or distribution, on the Common
Shares unless, in each case, the dividend required by this Section 2 to be
declared on the shares of Series A Junior Participating Preferred Shares shall
have been declared, paid or distributed.

          (e) The holders of shares of Series A Junior Participating Preferred
Shares shall not be entitled to receive any dividends or other distributions
except as provided herein.

          Section 3. Voting Rights. The holders of shares of Series A Junior
Participating Preferred Shares shall have the following voting rights:

          (a) Each holder of shares of Series A Junior Participating Preferred
Shares shall be entitled to a number of votes equal to the Formula Number then
in effect for each share of Series A Junior Participating Preferred Shares held
of record on all matters on which holders of the Common Shares or shareholders
generally are entitled to vote.

          (b) Except as otherwise provided herein or by applicable law, the
holders of shares of Series A Junior Participating Preferred Shares and the
holders of shares of Common Shares and any other class or series of voting
shares shall vote together as one class for the election of directors of the
Corporation and on all other matters submitted to a vote of shareholders of the
Corporation.

          (c) Except as provided herein, in Section 10 hereof or by applicable
law, holders of shares of Series A Junior Participating Preferred Shares shall
have no special voting rights and their consent shall not be required (except to
the extent they are entitled to vote with holders of shares of Common Shares and
any other class or series of voting shares as set forth herein) for authorizing
or taking any corporate action.

          Section 4. Certain Restrictions. (a) Whenever quarterly dividends or
other dividends or distributions payable on the Series A Junior Participating
Preferred Shares as provided in Section 2 hereof are in arrears, thereafter and
until all accrued and unpaid dividends and distributions, whether or not
declared, on shares of Series A Junior Participating Preferred Shares
outstanding shall have been paid in full, the Corporation shall not:

                         (1) declare or pay dividends on, make any other
                    distributions on, or redeem or purchase or otherwise acquire
                    for consideration any shares ranking junior (either as to
                    dividends or upon liquidation, dissolution or winding up) to
                    the Series A Junior Participating Preferred Shares;

                         (2) declare or pay dividends on or make any other
                    distributions on any shares ranking on a parity (either as
                    to dividends or upon liquidation, dissolution or winding up)
                    with the Series A Junior Participating Preferred Shares,
                    except dividends paid ratably on the Series A Junior
                    Participating Preferred Shares and all such parity shares on
                    which dividends are payable or in arrears in proportion to
                    the total amounts to which the holders of all such shares
                    are then entitled;

                         (3) redeem or purchase or otherwise acquire for
                    consideration any shares ranking on a parity (either as to
                    dividends or upon liquidation, dissolution or winding up)
                    with the Series A Junior Participating Preferred Shares,
                    provided that the Corporation may at any time redeem,
                    purchase or otherwise acquire any of such parity shares in
                    exchange for any shares of the Corporation ranking junior
                    (either as to dividends or upon dissolution, liquidation or
                    winding up) to the Series A Junior Participating Preferred
                    Shares; or

                         (4) purchase or otherwise acquire for consideration any
                    Series A Junior Participating Preferred Shares, or any
                    shares ranking on a parity with the Series A Junior
                    Participating Preferred Shares, except in accordance with a
                    purchase offer made in writing or by publication (as
                    determined by the Board of Directors) to all holders of such
                    shares upon such terms as the Board of Directors, after
                    consideration of the respective annual dividend rates and
                    other relative rights and preferences of the respective
                    series and classes, shall determine in good faith will
                    result in fair and equitable treatment among the respective
                    series or classes.

                  (b) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of the
Corporation unless the Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

          Section 5. Liquidation Rights. Upon the liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, no distribution
shall be made (a) to the holders of shares ranking junior (either as to
dividends or upon liquidation, dissolution, or winding up) to the Series A
Junior Participating Preferred Shares unless, prior thereto, the holders of
shares of Series A Junior Participating Preferred Shares shall have received an
amount equal to the accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, plus an amount equal to
the greater of (1) 50% of the Purchase Price per unit of one one-hundredth of a
share of Series A Junior Participating Preferred Shares (so that if the Purchase
Price is $100.00, the liquidation amount would be $50.00 per whole share), or
(2) an aggregate amount per share equal to the Formula Number then in effect
times the aggregate amount to be distributed per share to holders of shares of
Common Shares, or (b) to the holders of shares ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Shares, except distributions made ratably on the
Series A Junior Participating Preferred Shares and all other such parity shares
in proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.

          Section 6. Consolidation, Merger, Etc. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Shares are exchanged for or changed into other shares or
securities, cash or any other property, then in any such case the then
outstanding shares of Series A Junior Participating Preferred Shares shall at
the same time be similarly exchanged or changed in an amount per share equal to
the Formula Number then in effect times the aggregate amount of shares,
securities, cash or any other property (payable in kind), as the case may be,
into which or for which each share of Common Shares is exchanged or changed.

          Section 7. No Redemption; No Sinking Fund. (a) The shares of Series A
Junior Participating Preferred Shares shall not be subject to redemption by the
Corporation or at the option of any holder of Series A Junior Participating
Preferred Shares; provided, however, that the Corporation may purchase or
otherwise acquire outstanding shares of Series A Junior Participating Preferred
Shares in the open market or by offer to any holder or holders of shares of
Series A Junior Participating Preferred Shares.

                  (b) The Series A Junior Participating Preferred Shares shall
not be subject to or entitled to the operation of a retirement or sinking fund.

          Section 8. Fractional Shares. The Series A Junior Participating
Preferred Shares shall be issuable upon exercise of the Rights issued pursuant
to the Rights Agreement in whole shares or in any fraction of a share that is
one-hundredth (1/100th) of a share or any integral multiple of such fraction. At
the election of the Corporation prior to the first issuance of a share or a
fraction of a share of Series A Junior Participating Preferred Shares, either
(1) certificates may be issued to evidence any such authorized fraction of a
share of Series A Junior Participating Preferred Shares, or (2) any such
authorized fraction of a share of Series A Junior Participating Preferred Shares
may be evidenced by depositary receipts pursuant to an appropriate agreement
between the Corporation and a depositary selected by the Corporation provided
that such agreement shall provide that the holders of such depositary receipts
shall have all the rights, privileges and preferences to which they are entitled
as beneficial owners of shares of Series A Junior Participating Preferred
Shares.

          Section 9. Reacquired Shares. Any shares of Series A Junior
Participating Preferred Shares purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired and canceled promptly
after the acquisition thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Shares, without designation
as to series until such shares are once more designated as part of a particular
series by the Board of Directors pursuant to the provisions of the Certificate
of Incorporation.

          Section 10. Amendment. None of the relative rights, preferences and
limitations of the Series A Junior Participating Preferred Shares as provided
herein or elsewhere in the Certificate of Incorporation shall be amended in any
manner which would alter or change the relative rights, preferences and
limitations of the holders of shares of Series A Junior Participating Preferred
Shares so as to affect them adversely without the affirmative vote of the
holders of at least 66-2/3% of the outstanding shares of Series A Junior
Participating Preferred Shares, voting as though such series was a separate
class.

         FOURTH:  This restatement of the Certificate of Incorporation was
authorized by the  Board of Directors.

         IN WITNESS WHEREOF, we have made and subscribed this certificate, this
21st day of January, 1997.



                                  /s/ Robert L. Borchardt
                                      Robert L. Borchardt
                                      President

                                  /s/ Stuart Mont
                                      Stuart Mont
                                      Secretary

STATE OF FLORIDA       )
                        ss.:
COUNTY OF SEMINOLE)


          Stuart Mont being duly sworn, deposes and says that he is one of the
persons described in and who executed the foregoing certificate, that he has
read the same and knows the contents thereof, and that the statements contained
therein are true.

                                  /s/ Stuart Mont
                                      Stuart Mont


                                  Sworn to before me this 21st day
                                  of January, 1997.


                                  /s/ Deborah S. Adkins
                                           Notary Public