<PAGE>
                      AMENDED AND RESTATED
                   ARTICLES OF INCORPORATION
                               OF
                 AMERICAN FINANCIAL GROUP, INC.



     FIRST.     The name of the corporation is AMERICAN FINANCIAL
GROUP, INC. (the "Corporation").
     
     SECOND.    The  place  in  the  State  of  Ohio  where   the
Corporation's principal office is to be located is  the  City  of
Cincinnati in Hamilton County, Ohio.

     THIRD.    The purpose for which the Corporation is organized
shall  be  to  engage  in any lawful act or  activity  for  which
corporations  may  be  formed under the Ohio General  Corporation
Law, Ohio Revised Code 1701.01 et seq..

     FOURTH.   The aggregate number of shares of stock which  the
Corporation  shall have authority to issue is Two Hundred  Twenty
Five  Million  (225,000,000) shares, which shall be divided  into
two classes, consisting of:

     (a)   Twenty  Five Million (25,000,000) shares of  preferred
stock ("Preferred Stock") without par value; and,

     (b)   Two  Hundred  Million (200,000,000) shares  of  common
stock ("Common Stock") with a par value of $1.00 per share.


                   PART ONE: PREFERRED STOCK

     (a)  Except as otherwise provided by this Article Fourth  or
by  the amendment or amendments adopted by the Board of Directors
providing  for  the issue of any series of Preferred  Stock,  the
Preferred Stock may be issued at any time or from time to time in
any  amount, not exceeding in the aggregate, including all shares
of any and all series thereof theretofore issued, the Twenty Five
Million   (25,000,000)  shares  of  Preferred  Stock  hereinabove
authorized,  as  Preferred  Stock  of  one  or  more  series,  as
hereinafter provided, and for such lawful consideration as  shall
be fixed from time to time by the Board of Directors.

          Twelve   Million  Five  Hundred  Thousand  (12,500,000)
shares of Preferred Stock shall have voting rights as provided in
clause  (b)  of  this  Part One of Article Fourth  (collectively,
"Voting Preferred Stock").
          
                                
<PAGE>
          Twelve   Million  Five  Hundred  Thousand  (12,500,000)
shares  of Preferred Stock shall have no voting power whatsoever,
except as may be otherwise provided by law or except as may arise
upon a default, failure or other contingency (collectively, "Non-
Voting Preferred Stock").  The Career Shares Series created by 
Part  Two  of  this  Article Fourth are shares of Non-Voting 
Preferred Stock.

          All  shares of any one series of Preferred Stock  shall
be  alike  in  every  particular, each series  thereof  shall  be
distinctively designated by letter or descriptive words, and  all
series of Preferred Stock shall rank equally and be identical  in
all  respects  except as provided above with  respect  to  Voting
Preferred Stock and Non-Voting Preferred Stock or as permitted by
the provisions of Clause (b) of this Part One of Article Fourth.

     (b)   Authority is hereby expressly granted to the Board  of
Directors from time to time to adopt amendments to these Articles
of Incorporation providing for the issue in one or more series of
any  unissued  or  treasury shares of the  Preferred  Stock,  and
providing,  to the fullest extent now or hereafter  permitted  by
the  laws of the State of Ohio and notwithstanding the provisions
of  any  other Article of these Articles of Incorporation of  the
Corporation, in respect of the matters set forth in the following
subdivisions  (i) to (x), inclusive, as well as any other  rights
or matters pertaining to such series:

          
(i)  The designation and number of shares of such series;

          (ii)  With respect to the Voting Preferred Stock  only,
voting  rights (to the fullest extent now or hereafter  permitted
by the laws of the State of Ohio);

          (iii)      With  respect  to the  Non-Voting  Preferred
Stock  only,  voting  rights  upon a default,  failure  or  other
contingency;

          (iv)  The dividend rate or rates of such series  (which
may be a variable rate and which may be cumulative);

          (v)  The dividend payment date or dates of such series;

          (vi) The price or prices at which shares of such series
may be redeemed;

          (vii)     The amount of the sinking fund, if any, to be
applied  to  the purchase or redemption of shares of such  series
and the manner of its application;
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          (viii)     The  liquidation price  or  prices  of  such
series;

          (ix) Whether or not the shares of such series shall  be
made  convertible into, or exchangeable for, shares of any  other
class  or  classes or of any other series of the  same  class  of
stock  of the Corporation or any other property, and if  made  so
convertible or exchangeable, the conversion price or  prices,  or
the rates of exchange at which such conversion or exchange may be
made and the adjustments thereto, if any; and,
          (x)   Whether or not the issue of any additional shares
of  such  series or any future series in addition to such  series
shall  be  subject to any restrictions and, if so, the nature  of
such restrictions.

Any  of  the voting rights (with respect to the Voting  Preferred
Stock  only),  voting  rights upon a default,  failure  or  other
contingency  (with  respect  to the  Non-Voting  Preferred  Stock
only),  dividend rate or rates, dividend payment date  or  dates,
redemption rights and price or prices, sinking fund requirements,
liquidation  price or prices, conversion or exchange  rights  and
restrictions  on  issuance  of  shares  of  any  such  series  of
Preferred  Stock  may,  to the fullest extent  now  or  hereafter
permitted  by  the laws of the State of Ohio, be  made  dependent
upon  facts ascertainable outside these Articles of Incorporation
or outside the amendment or amendments providing for the issue of
such  Preferred Stock adopted by the Board of Directors  pursuant
to  authority expressly vested in it by this Article Fourth.   If
the  then-applicable laws of the State of Ohio do not permit  the
Board of Directors to fix, by the amendment creating a series  of
Voting  Preferred  Stock, the voting rights  of  shares  of  such
series, each holder of a share of such series of Voting Preferred
Stock  shall,  except  as may be otherwise provided  by  law,  be
entitled to one (1) vote for each share of Voting Preferred Stock
of such series held by such holder.


                    PART TWO: CAREER SHARES

     (a)  Two series of such Preferred Stock shall be as follows:

     SECTION 1.     Designation.

     (A)  Forty Nine Thousand Eight Hundred Eighty Eight (49,888)
shares  designated  as the "$3.76  Convertible  Preferred  Stock,
First  Series",  the  shares  of  which  shall  be  entitled   to
cumulative cash dividends at the annual rate of $3.76  per  share
and  which shall be convertible into Common Stock at the  initial
rate  of  2.0110 shares of Common Stock for each  share  of  such
Preferred Stock; and,
     
                               -3-
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     (B)   One  Hundred  Sixty  Two Thousand  Eight  Hundred  Ten
(162,810)  shares designated as the "$4.20  Convertible Preferred
Stock,  Second Series", the shares of which shall be entitled  to
cumulative cash dividends at the annual rate of $4.20  per  share
and  which shall be convertible into Common Stock at the  initial
rate  of  2.1281 shares of Common Stock for each  share  of  such
Preferred Stock.

     SECTION  2.     General Terms.  (A)  The series of Preferred
Stock  designated  in Section 1 will be referred  to  hereinafter
collectively as Career Share Series and any shares of any thereof
as Career Shares.  Except as to designation, annual dividend rate
and  initial  conversion rate, the terms of  the  shares  of  any
Career Share Series shall be identical to the terms of the shares
of  each  other Career Share Series.  The terms on  which  Career
Shares  may  be  converted into Common Stock and the  payment  of
dividends at the rate specified in Section 1 shall be subject to,
and  terms  of the Career Shares generally shall be as set  forth
in, the remaining Sections of this paragraph (a) of this Part Two
of Article Fourth.

     (B)   Nothing  herein  shall  be  deemed  to  constitute   a
limitation  on  the  authority  of  the  Board  of  Directors  to
designate  by  amendment or amendments adopted by  the  Board  of
Directors,  out  of  the authorized Preferred  Stock,  series  of
Preferred  Stock not governed by the terms of this paragraph  (a)
of this Part Two of Article Fourth.

     SECTION 3.     Dividend Rights.  Holders of record of shares
of  Career Share Series shall be entitled to receive, as  and  if
declared  by  the  Board  of Directors,  out  of  assets  legally
available therefor, cumulative cash dividends at the annual  rate
set  forth  in Section 1.  Dividends on such Career  Shares  will
accrue  from  the respective dates of original issuance  of  such
shares  and,  with respect to each such share,  will  be  payable
quarterly  on February 15, May 15, August 15 and November  15  in
each  year  commencing on the first of such dates occurring  more
than  30 days after the date of issuance of such share.   In  the
event that full cumulative dividends on outstanding shares of any
Career  Share  Series  have  not been  paid  when  scheduled,  no
dividends shall be declared or paid on, and no such amounts shall
be  set  aside or applied to the redemption or purchase  of,  any
shares of Common Stock of the Corporation or any other shares  of
capital  stock  of  the Corporation ranking subordinate  to  such
Career  Share  Series  with respect to the payment  of  dividends
(other  than  a dividend in capital stock ranking subordinate  to
Career  Share  Series as to dividends), and, in such  event,  all
dividends  declared on the Career Shares and any other series  of
capital  stock  of  the Corporation ranking on  a  parity  as  to
dividends  with  such Career Share Series shall be  declared  pro
rata among each such series.
     
                               -4-
<PAGE>

     SECTION  4.      Subordination.  The rights  of  any  Career
Share  Series  with respect to dividends shall be subordinate  to
any shares of capital stock of the Corporation which are by their
terms  superior to the rights of such Career Shares  Series  with
respect  to  dividends.  The rights of the Common  Stock  of  the
Corporation shall be subordinate to Career Shares with respect to
the dividend rights set forth in Section 3.

     SECTION  5.      Conversion  Privilege  and  Price.   Career
Shares  shall be convertible into shares of Common Stock  at  any
time  and from time to time, at the option of the holder thereof,
provided,  however,  that  such  conversion  privilege  shall  be
subject to any contractual agreements between the Corporation and
the  holder thereof regarding such privilege for so long as  such
holder continues to hold shares of such Career Share Series.  The
rate  at  which  shares of Common Stock shall be  delivered  upon
conversion shall initially be as set forth in Section 1.

     All conversions of Career Shares into shares of Common Stock
shall be subject to the following terms and conditions:

     (A)  The Corporation shall make no payment or adjustment  on
account of any dividends declared but unpaid on the Common  Stock
issuable upon conversion.

     (B)   The number of shares of Common Stock into which Career
Shares  are convertible shall be subject to adjustment from  time
to time as follows except that no adjustment need be made unless,
by  reason  of  the happening of any one or more  of  the  events
specified  in  this  Section 5(B), the conversion  rate  then  in
effect shall be changed by 1% or more, but any adjustment of less
than 1% that would otherwise be required then to be made shall be
carried  forward  and shall be made at the time of  and  together
with   any   subsequent  adjustment  which,  together  with   any
adjustment or adjustments so carried forward, amounts  to  1%  or
more,  provided that such adjustment shall be made in all  events
(regardless  of  whether  or  not  the  amount  thereof  or   the
cumulative amount thereof amounts to 1% or more) after  a  period
of  three  years from the date of happening of an event requiring
adjustment as specified in this Section 5(B):

          (i)   In  case  the Corporation shall issue  rights  or
warrants to holders of shares of Common Stock entitling them (for
a  period expiring within 90 days after the record date mentioned
below) to subscribe for or purchase shares of Common Stock  at  a
price  less  than  the current market price per share  of  Common
Stock  (as  determined  pursuant to Subsection  5(B)(vi)  on  the
record  date  mentioned below), the conversion  rate  (such  rate
being  initially as set forth in Section 1) shall be adjusted  so
that  the  conversion  rate shall equal the  rate  determined  by
multiplying the conversion rate in effect immediately
          
                               -5-
          <PAGE>
          
prior  to  the  date  of issuance  of  such  rights  or
warrants  by  a fraction whose numerator shall be the  number  of
shares  of  Common Stock outstanding on the date of  issuance  of
such  rights  or  warrants plus the number of  shares  which  the
aggregate exercise price of the shares of Common Stock called for
by  all  rights or warrants issued would purchase at such current
market price, and whose denominator shall be the number of shares
of  Common  Stock  outstanding on the date of  issuance  of  such
rights or warrants plus the number of additional shares of Common
Stock  called  for by such rights or warrants.   Such  adjustment
shall  be  made whenever such rights or warrants are  issued  and
shall  be  retroactively effective as of  immediately  after  the
record  date  for  the determination of holders of  Common  Stock
entitled to receive such rights or warrants.

          (ii) In case the Corporation shall at any time or times
(1)  pay  a  dividend on the Common Stock in  shares  of  capital
stock, (2) subdivide its outstanding shares of Common Stock  into
a greater number of shares, (3) combine its outstanding shares of
Common  Stock  into a smaller number of shares or  (4)  issue  by
reclassification  of  its  shares  of  Common   Stock,   or   any
recapitalization or reorganization of the Corporation, any shares
of capital stock of the Corporation (other than a change from par
value  to  no par value), then, in each such case, the conversion
rate  (such  rate being initially as set forth in Section  1)  in
effect  immediately prior thereto shall be adjusted so  that  the
holder of any Career Shares thereafter surrendered for conversion
shall  be  entitled to receive the number and kinds of shares  of
capital  stock  which  he would have owned  or  would  have  been
entitled to receive immediately after the happening of any of the
events  described  above had such Career  Shares  been  converted
immediately prior to the happening of such event.  An  adjustment
made  pursuant to this Subsection 5(B)(ii) shall become effective
as  of immediately after the record date in those cases specified
in  clause  (1)  of  this Subsection 5(B)(ii)  and  shall  become
effective  as  of immediately after the effective date  in  those
cases  specified  in clauses (2), (3) and (4) of this  Subsection
5(B)(ii).

          (iii)      In case the Corporation shall distribute  to
holders  of  its  Common Stock evidence of  its  indebtedness  or
assets  or  rights  to  subscribe for  or  warrants  to  purchase
(excluding  those  referred to in Subsection 5(B)(i))  shares  of
Common  Stock  or  any other security, or shall  make  a  capital
distribution  on its shares of Common Stock, then  in  each  such
case the conversion rate shall be adjusted so that the conversion
rate  (such rate being initially as set forth in Section 1) shall
equal  the rate determined by multiplying the conversion rate  in
effect  immediately prior to the date of such distribution  by  a
fraction  whose numerator shall be the current market  price  per
share  of  Common  Stock  (determined as provided  in  Subsection
5(B)(vi))  on the effective date of distribution minus  the  then
fair market value (as determined by the Board of Directors, whose
determination shall be
          
                               -6-
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conclusive and evidenced by a Board resolution) of the portion of
the assets or evidences of indebtedness so distributed or of such
subscription  rights or warrants, or of the capital distribution,
applicable  to  one  share of Common Stock and whose  denominator
shall be such current market price per share of the Common Stock.
Such  adjustment shall be made whenever any such distribution  is
made and shall be retroactively effective as of immediately after
the  record date for the determination of holders of Common Stock
entitled to receive such distribution.

          (iv) In case the Corporation shall issue to holders  of
shares  of  Common Stock shares of Common Stock pursuant  to  any
dividend  reinvestment  plan at a price  less  than  the  current
market price per share of Common Stock (determined as provided in
Subsection 5(B)(vi) below) on the date of issuance of such shares
pursuant  to such dividend reinvestment plan, then in  each  such
case, the conversion rate (such rate being initially as set forth
in  Section 1) shall equal the rate determined by multiplying the
conversion  rate  in  effect immediately prior  to  the  date  of
issuance  of such shares by a fraction whose numerator  shall  be
the  number of shares of Common Stock outstanding on the date  of
issuance of such shares plus the number of shares of Common Stock
which the aggregate purchase price for shares being purchased  on
such  date of issuance pursuant to any such dividend reinvestment
plan  would  purchase  at such current market  price,  and  whose
denominator  shall  be  the  number of  shares  of  Common  Stock
outstanding  on  such  date  of  issuance  plus  the  number   of
additional  shares of Common Stock issued pursuant  to  any  such
dividend   reinvestment   plan.    Such   adjustment   shall   be
retroactively  effective as of immediately  after  such  date  of
issuance.

          (v)   If any capital reorganization or reclassification
of  the  capital  stock of the Corporation, or  consolidation  or
merger  of the Corporation with another corporation, or the  sale
of all or substantially all of its assets to another corporation,
shall  be effected in such a way that holders of shares of Common
Stock  shall be entitled to receive stock, securities  or  assets
with  respect to or in exchange for shares of Common Stock, then,
as   a   condition   of  such  reorganization,  reclassification,
consolidation, merger or sale, the Corporation or such  successor
or  purchasing  corporation,  as the  case  may  be,  shall  make
provision  that  the holder of each Career Share shall  have  the
right  thereafter to convert such share into the kind and  amount
of   stock,   securities   or   assets   receivable   upon   such
reorganization, reclassification, consolidation, merger  or  sale
by  a  holder of the number of shares of Common Stock into  which
such  share might have been converted immediately prior  to  such
reorganization, reclassification, consolidation, merger or  sale,
subject to adjustments which shall be as nearly equivalent as may
be  practicable to the adjustments provided for in  this  Section
5(B).
          
                               -7-
<PAGE>

          (vi)  For  the  purpose of any computation  of  current
market  price per share of Common Stock under this Section  5(B),
the  current market price per share of Common Stock on  any  date
shall be deemed to be the average of the daily closing prices for
the  10  consecutive business days commencing  15  business  days
before the day in question.  The closing price for each day shall
be  the last reported sales price regular way or, in case no such
reported  sale  takes  place on such  day,  the  average  of  the
reported closing bid and asked prices regular way, in either case
on  the  New York Stock Exchange, or, if the Common Stock is  not
listed  or admitted to trading on such Exchange, on the principal
national securities exchange on which the Common Stock is  listed
or  admitted to trading, or, if not listed or admitted to trading
on  any  national securities exchange, the average of the closing
bid and asked prices in the over-the-counter market, as furnished
by any New York Stock Exchange firm selected from time to time by
the Corporation for that purpose. For purposes of this Subsection
5(B)(vi),  the  term business day shall not include  any  day  on
which  securities  are not traded on such  exchange  or  in  such
market.

          (vii)      The  Corporation shall not  be  required  to
issue fractional shares of Common Stock upon conversion of Career
Shares.  If more than one share of any Career Shares Series shall
be surrendered for conversion at one time by the same holder, the
number  of  full shares of Common Stock issuable upon  conversion
thereof shall be computed on the basis of the aggregate number of
shares so surrendered.  If any fractional interest in a share  of
Common  Stock  would be deliverable upon the  conversion  of  any
Career  Shares,  the  Corporation,  in  lieu  of  delivering  the
fractional  share therefor, shall make an adjustment therefor  in
cash  at  the market value thereof.  For the purpose of making  a
cash  adjustment  in  lieu of delivering fractional  shares,  the
market  value  of  a  share of Common Stock  shall  be  the  last
reported  sales  price regular way or, in case no  such  reported
sale takes place on such day, the average of the reported closing
bid  and asked prices regular way, in either case on the New York
Stock  Exchange on the last business day prior to the  conversion
date,  or, if the Common Stock is not then listed or admitted  to
trading  on  such Exchange, on the principal national  securities
exchange  on  which  the Common Stock is listed  or  admitted  to
trading, or, if not listed or admitted to trading on any national
securities  exchange, the average of the closing  bid  and  asked
prices  in  the over-the-counter market as furnished by  any  New
York  Stock  Exchange  firm selected from time  to  time  by  the
Corporation  for  that purpose.  For purposes of this  Subsection
5(B)(vii),  the term business day shall not include  any  day  on
which  securities  are not traded on such  exchange  or  in  such
market.
          
                               -8-
<PAGE>

          (viii)     Whenever any event occurs which would  cause
an  adjustment of the securities or other assets into  which  any
Career  Shares  would  be  converted,  as  herein  provided,  the
Corporation shall promptly file with the transfer agent or agents
for such Career Share Series (and with any conversion agent other
than  the  transfer  agent or agents) a report  prepared  by  the
Corporation  accompanied by an opinion of a firm  of  independent
public accountants selected by the Board of Directors (who may be
the  accountants  regularly employed by the Corporation)  setting
forth  the  conversion rate applicable after such adjustment  and
setting  forth  a  brief statement of the  facts  requiring  such
adjustment.  Such report and opinion shall be conclusive evidence
of  the  correctness of such adjustment and neither the  transfer
agent or agents nor any conversion agent shall be under any  duty
or  responsibility  with respect to any such  report  or  opinion
except to exhibit the same from time to time to any holder of any
Career  Share  desiring  an inspection thereof.   Promptly  after
filing  such  report  and  opinion, the Corporation  shall  cause
notice to be mailed specifying such adjustment to each holder  of
record  of shares of such Career Share Series at his last address
appearing on the books of the Corporation.   Neither the transfer
agent  or  agents nor any conversion agent shall at any  time  be
under  any duty or responsibility to any such holder to determine
whether any facts exist which may require any adjustment  of  the
conversion rate, or with respect to the nature and extent of such
adjustment  when made, or with respect to the method employed  in
making the same.

     (C)   The  Corporation shall at all times reserve  and  keep
available,  out of its authorized but unissued shares  of  Common
Stock or out of shares of Common Stock held in its treasury,  the
full  number  of  shares of Common Stock into  which  all  Career
Shares from time to time outstanding are convertible.

     (D)   The  issuance of stock certificates on conversions  of
Career Shares into shares of Common Stock shall be without charge
to   the   converting  stockholders  for  any  issue  tax.    The
Corporation shall not, however, be required to pay any tax  which
may  be payable in respect of any transfer involved in the  issue
and  delivery  of shares of Common Stock in any name  other  than
that of the registered holder of the Career Shares converted, and
the  Corporation shall not be required to issue  or  deliver  any
such  stock  certificate unless and until the person  or  persons
requesting   the  issuance  thereof  shall  have  paid   to   the
Corporation  the amount of such tax or shall have established  to
the satisfaction of the Corporation that such tax has been paid.
     
                               -9-

<PAGE>

     (E)  Any holder of Career Shares who shall choose to convert
Career Shares held by him pursuant to this Section 5 shall, as  a
condition of conversion, present the certificates for such Career
Shares  (which  certificate or certificates, if  the  Corporation
shall  so  require,  shall  be duly endorsed  or  accompanied  by
appropriate   instruments  of  transfer   satisfactory   to   the
Corporation)  at the office of the transfer agent or  agents  for
such  Career Shares, or at such other office as may be designated
by  the  Corporation,  and  shall  give  written  notice  to  the
Corporation at said office that such holder elects to convert the
same  or part thereof and shall state in writing therein the name
or   names  in  which  such  holder  wishes  the  certificate  or
certificates  for  shares  of Common Stock  to  be  issued.   The
Corporation  will, as soon as practicable thereafter,  issue  and
deliver at said office to such holder, or to the designee of such
holder,  certificates  for the number of full  shares  of  Common
Stock  to which such holder or its designee shall be entitled  as
aforesaid, together with cash in lieu of any fraction of a  share
as  hereinabove provided and certificates for the Career  Shares,
if  any,  not converted.  Career Shares shall be deemed  to  have
been  converted as of the close of business on the  date  of  the
presentation of such shares for conversion as provided above, and
the  person or persons entitled to receive the shares  of  Common
Stock  issuable  upon such conversion shall be  treated  for  all
purposes as the record holder or holders of such shares of Common
Stock as of such time and date.

     SECTION  6.      Voting.  (A)  The holders of Career  Shares
shall  not be entitled to vote at any meeting of the shareholders
of  the  Corporation or on any other occasion where  shareholders
are  entitled to vote, except as otherwise expressly provided  in
this Section 6.  The holders of shares of any Career Share Series
shall vote as a single or separate class with the holders of  all
other  series  of  Preferred Stock, or as a  single  or  separate
series  of  Preferred  Stock, as and to the  extent  provided  in
Subsection 6(B) and by Ohio law.

     (B)   The Corporation may, in the manner provided in Article
Fifth  and as permitted by Ohio law, from time to time  alter  or
change  the  voting  rights, dividend  rate  or  rates,  dividend
payment date or dates, redemption rights and price, sinking  fund
requirements, conversion rights and restrictions on  issuance  of
any  Career  Share  Series; provided, however, that  without  the
affirmative  vote  of the holders of at least two-thirds  of  the
outstanding  shares  of  all  series  of  Preferred  Stock,   the
Corporation  shall not amend, alter, change, add  or  insert  any
provision  in  the  Articles which, or authorize  the  merger  or
consolidation  of the Corporation with any other  corporation  if
the  plan  of such merger or consolidation contains any provision
which  if  contained in the Articles, would (i) make any  adverse
change in the voting
     
                              -10-
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rights,  dividend rate or rates, dividend payment date or  dates,
redemption   rights   and  price,  sinking   fund   requirements,
conversion  rights  and restrictions on issuance  or  special  or
relative rights of Preferred Stock, (ii) authorize a new class of
stock  senior  or superior to Preferred Stock, or (iii)  increase
the number of authorized shares of a senior or superior class  of
stock,  and,  without the affirmative vote of the holders  of  at
least  a  majority  of the outstanding shares of  all  series  of
Preferred Stock, the Corporation shall not amend, alter,  change,
add  or  insert any provision in the Articles which, or authorize
the  merger  or consolidation of the Corporation with  any  other
corporation if the plan of such merger or consolidation  contains
any  provision which if contained in the Articles, would increase
the  authorized number of shares of Preferred Stock.  Without the
affirmative  vote  of the holders of at least two-thirds  of  the
outstanding  shares of any Career Shares Series, the  Corporation
shall  not  amend, alter, change, add or insert any provision  in
the  Articles which, or authorize the merger or consolidation  of
the  Corporation with any other corporation if the plan  of  such
merger or consolidation contains any provision which if contained
in  the Articles, would adversely affect such Career Share Series
but  would  not adversely affect each other series  of  Preferred
Stock.   Nothing in this Section 6 shall require a class vote  or
consent   in   connection   with  the  authorization,designation,
increase  or  issuance of any shares of any class  or  series  of
capital stock which is subordinate to shares of any Career  Share
Series  as to dividends, or in connection with the authorization,
designation,  increase  or  issuance  of  any  bonds,  mortgages,
debentures or other obligations of the Corporation, or because of
any  adjustment in the provisions of any Career Share Series made
pursuant to Section 5(B).

     SECTION  7.      No Liquidation Preference.  The holders  of
Career  Shares shall not be entitled to any payment  out  of  the
assets  of  the  Corporation  in the  event  of  a  voluntary  or
involuntary  liquidation,  dissolution  or  winding  up  of   the
Corporation, which is preferential to the rights of  the  holders
of Common Stock.

     SECTION  8.      Status  of Career Shares After  Redemption.
Career  Shares  of  any  series  redeemed  or  purchased  by  the
Corporation  shall  be retired and cancelled  and  shall  not  be
reissued  by the Board of Directors of the Corporation and  shall
be  restored to the status of authorized but unissued  shares  of
Preferred  Stock.   The  Board  of  Directors  shall,  upon   the
redemption  or  repurchase of all the outstanding shares  of  any
series of Career Shares, adopt an amendment to these Articles  of
Incorporation to eliminate all references to the shares  of  such
series  of  Career  Shares  and to make  such  other  appropriate
changes as are required by such elimination.
     
                              -11-
<PAGE>

     FIFTH.     Amendment  to  Articles  of  Incorporation.   The
Corporation  shall  have  the right to amend,  alter,  change  or
repeal any provision contained in these Articles of Incorporation
or  any provision that may be added or inserted in these Articles
of Incorporation, provided that:

     (a)  Such amendment, alteration, change, repeal, addition or
insertion  is  consistent with law and  is  accomplished  in  the
manner now or hereafter prescribed by statute or these Articles;

     (b)   Any provision of these Articles of Incorporation which
requires, or the change of which requires, the vote or consent of
all  or  a specific number or percentage of the holders of shares
of  any class or series shall not be amended, altered, changed or
repealed  by any lesser amount, number or percentage of votes  or
consents of such class or series; and,

     (c)    No  amendment  to  these  Articles  of  Incorporation
pursuant  to  Ohio Revised Code  1701.69(B)(10) or any  successor
provision may be adopted without the affirmative vote or  consent
of  the holders of an aggregate of two-thirds of the total voting
power of the Corporation.

Any  rights  at any time conferred upon the shareholders  of  the
Corporation  are  granted  subject  to  the  provisions  of  this
Article.

     SIXTH.    No holder of any shares of this Corporation  shall
have  any  preemptive rights to subscribe for or to purchase  any
shares  of this Corporation of any class, whether such shares  or
such  class  be  now or hereafter authorized, or to  purchase  or
subscribe for any security convertible into, or exchangeable for,
shares  of any class or to which shall be attached or appertained
any  warrants or rights entitling the holder thereof to  purchase
or subscribe for shares of any class.

     SEVENTH.   This Corporation, through its Board of Directors,
shall have the right and power to purchase any of its outstanding
shares  at  such price and upon such terms as may be agreed  upon
between the Corporation and any selling shareholder.

     EIGHTH.   Subject to the provisions of Article Fifth hereof,
the  affirmative  vote  of shareholders entitled  to  exercise  a
majority  of  the  voting  power of  this  Corporation  shall  be
required  to  amend  these  Articles  of  Incorporation,  approve
mergers  and  to  take  any other action which  by  law  must  be
approved  by  a specified percentage of the voting power  of  the
Corporation or of all outstanding shares entitled to vote.
     
                              -12-
<PAGE>

     NINTH.     The provisions of Ohio Revised Code Chapter  1704
or  any  successor provisions relating to transactions  involving
interested   shareholders  shall  not  be   applicable   to   the
Corporation.

     TENTH.     The  provisions of Ohio Revised Code 1701.831  or
any  successor provisions relating to control share  acquisitions
shall not be applicable to the Corporation.

     ELEVENTH.     These   Amended  and  Restated   Articles   of
Incorporation  take  the  place of  and  supersede  the  existing
Articles  of  Incorporation  of  the  Corporation  as  heretofore
amended.


                              -13-