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                                                                    EXHIBIT 3.3

                                  RESTATED
                        CERTIFICATE OF INCORPORATION
                                     OF
                         A I M MANAGEMENT GROUP INC.


                                  ARTICLE I

        The name of the Corporation is A I M Management Group Inc.


                                 ARTICLE II

        The Corporation's registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington,
Delaware 19801.  The name of its registered agent at such address is The
Corporation Trust Company.


                                 ARTICLE III


        The nature of the business of the Corporation and its purpose is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.


                                 ARTICLE IV

        The total number of shares of stock which the Corporation shall have
authority to issue is 1,000 shares of Common Stock, par value $.01 per share.


                                  ARTICLE V

        The corporation is to have perpetual existence.


                                 ARTICLE VI

        In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or
repeal the by-laws of the corporation.



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                                 ARTICLE VII

        Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide.  The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
board of directors or in the by-laws of the corporation.  Elections of
directors need not be by written ballot unless the by-laws of the corporation
shall so provide.


                                ARTICLE VIII

        The corporation reserves the right to amend, alter, change or repeal
any provision contained in this restated certificate of the incorporation, in
the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.


                                 ARTICLE IX

        A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.  If the Delaware General Corporation Law is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended.  Any repeal or modification of this Article
shall not adversely affect any right or protection of a director of the
corporation existing, or arising out of acts or omissions occurring, at or
prior to such repeal or modification.





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