Exhibit 3.1


                            As Amended June 29, 1998


                 COMPOSITE 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 fifty million (50,000,000), which are divided into ten
million (10,000,000) Preferred Shares of a par value of $1.00 per share and
forty million (40,000,000) 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, liquidation 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

                                                     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