Exhibit 3.1(a)


               RESTATED CERTIFICATE OF INCORPORATION

                                  OF

                         Mallinckrodt Group Inc.

                                -------

           Under Section 807 of the Business Corporation Law



     Pursuant to Section 807 of the Business Corporation Law, the
undersigned hereby certify:

     I.  That the name of the corporation is Mallinckrodt Group Inc.
and the name under which it was formed is International Agricultural
Corporation.

    II.  That the Certificate of Incorporation of the corporation
(under the name of International Agricultural Corporation) was
originally filed under the Business Corporation Law of the State of
New York by the Department of State, Albany, New York on the 14th day
of June, 1909.

   III.  That Article Fourth of the Certificate of Incorporation of 
Mallinckrodt Group Inc. is hereby  amended to change the address to
which the secretary of state shall mail a copy of any process against
the corporation served upon him.

    IV.  That the above-described amendment to the Certificate of
Incorporation was authorized by vote of the board of directors of the
corporation without a vote of the shareholders, as authorized by
Section 803(b)(2) of the Business Corporation Law.

     V.  That the text of the Certificate of Incorporation of said
Mallinckrodt Group Inc. is hereby restated as amended to read as
herein set forth in full: 

                     CERTIFICATE OF INCORPORATION

                                  of

                       Mallinckrodt Group Inc.

     We, the undersigned, all being persons of full age and at least
two-thirds being citizens of the United States and at least one of us
a resident of the State of New York, desiring to form a stock
corporation pursuant to the Business Corporation Law of the State of
New York, do hereby make, sign, acknowledge and file this certificate
for that purpose, as follows:
     
     FIRST:  The name of the corporation is

                       Mallinckrodt Group Inc.
                                   
      

     SECOND:  The purposes of the Corporation are as follows:

             1.  To manufacture, mine, extract, process, construct,
          develop, assemble, and produce in any way, to sell, lease,
          supply, export, import, and store, transport, distribute,
          market or dispose of in any way, to purchase, lease, and
          acquire in any way, to own, operate, experiment with, deal
          or trade in, finance, provide services for or in respect
          of, and use in any way minerals, metals, chemicals,
          fertilizers, foods, beverages, timber and other forestry
          products, energy sources, materials, equipment, apparatus,
          appliances, devices, structures, facilities, processes,
          information, tangible and intangible property, services and
          systems of every kind, nature and description, in any part
          of the world for any application or purpose whatsoever, 
          including but not limited to industrial, mining, 
          agricultural, consumer, defense, governmental, scientific,  
          educational, cultural, financial, recreational,
          transportation, construction, publication, and
          communication applications or purposes.

             2.  To conduct studies and research and development, and 
          to engage in any other activity relating to the  
          development, application and dissemination of information 
          concerning science, technology, and other fields of 
          endeavor.

             3.  To acquire by purchase, lease, subscription or 
          otherwise all or any part of any interest in the property, 
          good will, business, franchises or assets of any 
          corporation, association, firm or individual and undertake 
          either wholly or in part the liabilities of any 
          corporation, association, firm or individual and to take up 
          any business as a going concern or otherwise (a) by 
          purchase of the assets thereof wholly or in part; (b) by 
          acquisition of the capital stock or any part thereof; or 
          (c)in any other manner, and to pay for the same in cash or 
          in the stock or bonds of the Corporation or otherwise; to 
          hold, maintain and operate, or in any manner deal in or 
          dispose of the whole or any part of any interest in the 
          property, good will, business, franchises, or assets so 
          acquired, and to conduct in any lawful manner the whole or 
          any part of any business so acquired; and without limiting 
          the generality of the foregoing, to apply for, acquire, 
          hold and operate under or to dispose of, mining and 
          prospecting permits or leases from any government anywhere 
          in the world or from any department or authority of any 
          thereof.

             4.  To do any and all of the things herein set forth to 
          the same extent as natural persons might or could do and in 
          any part of the world, as principals, agents, contractors,
          or otherwise; and in general, to engage in any part of the 
          world, directly or indirectly, in any activity which may 
          promote the interests of the Corporation, or enhance the 
          value of its property to the fullest extent permitted by 
          applicable law, and in furtherance of the foregoing 
          purposes, to exercise all powers now or hereafter granted 
          or permitted by applicable law, including the powers 
          specified in the New York Business Corporation Law.

             The foregoing clauses shall be construed as objects and 
          powers as well as purposes, and it is hereby expressly 
          provided that enumeration herein of specific purposes, 
          objects and powers shall not be held to limit or restrict 
          in any way the general powers of the Corporation.

     Third:  The aggregate number of shares which the Corporation
shall have authority to issue is 301,500,000 divided into 100,000
shares of 4% Cumulative Preferred Stock of the par value of $100 per
share (hereinafter called "Preferred Stock"), 1,400,000 shares of
Series Preferred Stock of the par value of $1 per share (hereinafter
called "Series Preferred Stock") and 300,000,000 shares of Common
Stock of the par value of $1 per share (hereinafter called "Common
Stock"). All of such shares shall be issued as full-paid and
non-assessable shares, and the holders thereof shall not be liable
for any further payments in respect thereto.

    The Series Preferred Stock shall rank subordinate to the
Preferred Stock in respect of the payment of dividends and on any
distribution upon dissolution, liquidation or winding up of the
Corporation, and in respect of the rights of the Preferred Stock.

    A statement of the designations, preferences, privileges and
voting powers of the shares of each class and the restrictions and
qualifications thereof shall be as follows:

                         (a) PREFERRED STOCK

     1.  DIVIDENDS: The holders of the Preferred Stock shall be
entitled to receive, when and as declared by the Board of Directors,
out of the assets or funds of the Corporation legally available
therefor, dividends at the fixed rate of four percent (4%) per annum
and no more, payable quarterly on the thirtieth day of March, June,
September and December of each year (the periods between such dates,
commencing on such dates, being herein designated as "dividend
periods"). Dividends on the Preferred Stock shall be cumulative from
and after the first day of April, 1942. Such dividends on the
Preferred Stock shall be declared and paid or set apart for payment
before any dividends shall be declared or paid or set apart for
payment on the Series Preferred Stock or the Common Stock and shall
be cumulative as above provided, so that if in any quarterly dividend
period dividends at the rate of four percent (4%) per annum shall not
have been declared and paid or set apart for payment on all
outstanding shares of Preferred Stock for such quarterly dividend
period and all preceding quarterly dividend periods from and after
the first day of the quarterly dividend period from which dividends
are cumulative, then the aggregate deficiency shall be declared and
fully paid or set apart for payment, but without interest, before any
dividends shall be declared or paid or set apart for payment on the
Series Preferred Stock or the Common Stock.

     After full cumulative dividends on all shares of Preferred Stock
outstanding shall have been declared and paid or set apart for
payment for all previous dividend periods and for the current
quarterly dividend period, as above provided, then, and not otherwise
so long as any shares of the Preferred Stock shall remain
outstanding, dividends may be declared and paid or set apart for
payment on the Series Preferred Stock and the Common Stock out of the
assets or funds of the Corporation legally available therefor.

     2.  VOTING RIGHTS: The holders of the Preferred Stock shall be
entitled to one vote for each share held. So long as the Preferred
Stock shall be outstanding, the Corporation shall not, without the
affirmative vote or written consent of the holders of at least
two-thirds (2/3) thereof, amend the Certificate of Incorporation of
the Corporation in such manner as to alter or change the preferences,
special rights or powers of the Preferred Stock so as to affect such
class of stock adversely, or to increase or decrease the amount of
the authorized stock of such class or to increase or decrease the par
value thereof. At any time when six (6) quarterly dividends on such
Preferred Stock shall be in default, the holders of the Preferred
Stock at such time or times outstanding shall be entitled, at the
next annual meeting of stockholders for the election of directors,
and until payment in full of all such dividends then in default, or
provision therefor by the declaration and setting aside thereof,
voting as a class, to the exclusion of the holders of the Common
Stock and the holders of the Series Preferred Stock to vote for and
elect two members of the Board of Directors of the Corporation; and,
subject to any voting rights with respect to any series of Series
Preferred Stock, the holders of the Common Stock, voting as a class,
to the exclusion of the holders of Preferred Stock, shall be entitled
to vote for and elect the balance of the Board of Directors.
Directors elected by any class of stock voting separately as a class,
may be removed only by a majority vote of such class, voting
separately as a class, so long as the voting power of such class
shall continue.

     3.  LIQUIDATION: The holders of the Preferred Stock, upon any
dissolution, liquidation or winding up of the Corporation, will be
entitled to receive, out of the assets and funds of the Corporation,
whether from capital or surplus, if such dissolution, liquidation or
winding up be voluntary, $110 per share, or if such dissolution,
liquidation or winding up be involuntary, $100 per share, in either
case with an amount equal to all accrued and unpaid dividends, before
any distribution is made to the holders of Series Preferred Stock or
the Common Stock.

     If, upon any voluntary or involuntary liquidation, dissolution
or winding up of the Corporation, the assets of the Corporation shall
be insufficient to permit the payment in full of the amounts payable
as aforesaid to the holders of the Preferred Stock, then, to the
exclusion of the holders of the Series Preferred Stock and the
holders of the Common Stock, the holders of the Preferred Stock shall
share ratably, in proportion to the amounts which they are
respectively entitled to receive in such event, in the distribution
of assets, according to the number of shares of Preferred Stock which
they respectively hold.

     4.  REDEMPTION: The Preferred Stock shall be subject to
redemption in whole or in part at any time and from time to time at
the option of the Corporation upon payment of $110 per share and in
addition thereto a sum equal to all accrued and unpaid dividends
thereon to the date fixed for redemption, provided, however, that a
notice specifying the shares to be redeemed, and the time and place
of redemption (and, if less than the total outstanding shares are to
be redeemed, specifying the certificate numbers and number of shares
to be redeemed) shall be published once in a daily newspaper printed
in the English language and published and of general circulation in
the Borough of Manhattan, the City of New York, and shall be mailed,
addressed to the holders of record of the Preferred Stock to be
redeemed at their respective addresses as the same shall appear upon
the books of the Corporation, not less than thirty (30) days previous
to the date fixed for redemption. If less than the whole amount of
outstanding Preferred Stock is to be redeemed, the shares to be
redeemed shall be selected by lot or pro rata in any manner
determined by resolution of the Board of Directors to be fair and
proper. From and after the date fixed in any such notice as the date
of redemption (unless default shall be made by the Corporation in
providing moneys at the time and place of redemption for the payment
of the redemption price) all dividends upon the Preferred Stock so
called for redemption shall cease to accrue, and all rights of the
holders of said Preferred Stock as stockholders of the Corporation,
except the right to receive the redemption price upon surrender of
the certificates representing the Preferred Stock so called for
redemption, duly endorsed for transfer, if required, shall cease and
determine. With respect to any shares of Preferred Stock so called
for redemption, if, before the redemption date, the Corporation shall
deposit with a bank or trust company in the Borough of Manhattan,
City of New York, having a capital and surplus of at least $5,000,000
funds necessary for such redemption, in trust, to be applied to the
redemption of the shares of Preferred Stock so called for redemption,
then from and after the date of such deposit, all rights of the
holders of such shares of Preferred Stock, so called for redemption,
shall cease and determine, except the right to receive, on and after
the redemption date, the redemption price upon surrender of the
certificates representing such shares of Preferred Stock, so called
for redemption, duly endorsed for transfer, if required. Any interest
accrued on such funds shall be paid to the Corporation from time to
time. Any funds so deposited and unclaimed at the end of six (6)
years from such redemption date shall be released or repaid to the
Corporation, after which the holders of such shares of Preferred
Stock so called for redemption shall look only to the Corporation for
payment of the redemption price.

                      (b) SERIES PREFERRED STOCK

     1.  BOARD AUTHORITY: The Series Preferred Stock may be issued
from time to time by the Board of Directors as herein provided in one
or more series. The designations, relative rights, preferences and
limitations of the Series Preferred Stock, and particularly of the
shares of each series thereof, may be similar to or may differ from
those of any other series. The Board of Directors of the Corporation
is hereby expressly granted authority, subject to the provisions of
this ARTICLE THIRD, to issue from time to time Series Preferred Stock
in one or more series and to fix from time to time before issuance
thereof, by filing a certificate pursuant to the Business Corporation
Law, the number of shares in each such series of such class and all
designations, relative rights (including the right to convert into
shares of any class or into shares of any series of any class),
preferences and limitations of the shares in each such series,
including but without limiting the generality of the foregoing, the
following:

        (i) The number of shares to constitute such series (which 
     number may at any time, or from time to time, be increased or 
     decreased by the Board of Directors, notwithstanding that shares 
     of the series may be outstanding at the time of such increase or 
     decrease, unless the Board of Directors shall have otherwise 
     provided in creating such series) and the distinctive 
     designation thereof;

       (ii) The dividend rate on the shares of such series, and the 
     date or dates, if any, from which dividends thereon shall be 
     cumulative;

      (iii) Whether or not the shares of such series shall be 
     redeemable, and, if redeemable, the date or dates upon or after 
     which they shall be redeemable, the amount per share (which 
     shall be, in the case of each share, not less than its 
     preference upon involuntary liquidation, plus an amount equal to 
     all dividends thereon accrued and unpaid, whether or not earned 
     or declared) payable thereon in the case of the redemption 
     thereof, which amount may vary at different redemption dates;

       (iv) The right, if any, of holders of shares of such series 
     to convert the same into, or exchange the same for Common Stock, 
     and the terms and conditions of such conversion or exchange, as 
     well as provisions for adjustment of the conversion rate in such 
     events as the Board of Directors shall determine;

        (v) The amount per share payable on the shares of such series 
     upon the voluntary and involuntary liquidation, dissolution or 
     winding up of the Corporation;

       (vi) Whether the holders of shares of such series shall have 
     voting power, full or limited, in addition to the voting powers 
     provided by law, and in case additional voting powers are 
     accorded to fix the extent thereof; and

      (vii) Generally to fix the other rights and privileges and 
     any qualifications, limitations or restrictions of such rights 
     and privileges of such series, provided, however, that no such 
     rights, privileges, qualifications, limitations or restrictions 
     shall be in conflict with the Certificate of Incorporation of 
     the Corporation or with the resolution or resolutions adopted by
     the Board of Directors, as hereinabove provided, providing for 
     the issue of any series for which there are shares then 
     outstanding.

     All shares of Series Preferred Stock of the same series shall be
identical in all respects, except that shares of any one series
issued at different times may differ as to dates, if any, from which
dividends thereon may accumulate or accrue. All shares of Series
Preferred Stock of all series shall be of equal rank and shall be
identical in all respects except that to the extent not otherwise
limited in this ARTICLE THIRD any series may differ from any other
series with respect to any one or more of the designations, relative
rights, preferences and limitations described or referred to in
subparagraphs (I) to (vii) inclusive above.

     2.  DIVIDENDS: Dividends on the outstanding Series Preferred
Stock of each series shall be declared and paid or set apart for
payment before any dividends shall be declared and paid or set apart
for payment on the Common Stock with respect to the same quarterly
dividend period. Dividends on any shares of Series Preferred Stock
shall be cumulative only if and to the extent set forth in a
certificate filed pursuant to law. After dividends on all shares of
Series Preferred Stock (including cumulative dividends if and to the
extent any such shares shall be entitled thereto) shall have been
declared and paid or set apart for payment with respect to any
quarterly dividend period, and subject to the provisions of the
Preferred Stock with respect to dividends as above provided, then and
not otherwise so long as any shares of the Preferred Stock or Series
Preferred Stock shall remain outstanding, dividends may be declared
and paid or set apart for payment with respect to the same quarterly
dividend period on the Common Stock out of the assets or funds of the
Corporation legally available therefor.

     All shares of Series Preferred Stock of all series shall be of
equal rank, preference and priority as to dividends irrespective of
whether or not the rates of dividends to which the same shall be
entitled shall be the same and when the stated dividends are not paid
in full, the shares of all series of the Series Preferred Stock shall
share ratably in the payment thereof in accordance with the sums
which would be payable on such shares if all dividends were paid in
full, provided, however, that any two or more series of the Series
Preferred Stock may differ from each other as to the existence and
extent of the right to cumulative dividends, as aforesaid.

     3.  VOTING RIGHTS: Except as otherwise specifically provided
herein or in the certificate filed pursuant to law with respect to
any series of the Series Preferred Stock, or as otherwise provided by
law, the Series Preferred Stock shall not have any right to vote for
the election of directors or for any other purpose and the Preferred
Stock and the Common Stock shall have the exclusive right to vote for
the election of directors and for all other purposes; provided,
however, that at any time when six (6) quarterly dividends on any one
or more series of Series Preferred Stock entitled to receive
cumulative dividends shall be in default, the holders of all such
cumulative series at the time or times outstanding as to which such
default shall exist shall be entitled, at the next annual meeting of
stockholders for the election of directors, voting as a class,
whether or not the holders thereof shall be entitled otherwise to
vote by certificate filed pursuant to law, to the exclusion of the
holders of Common Stock, Preferred Stock and any series of
noncumulative Series Preferred Stock, to vote for and elect two (2)
members of the Board of Directors of the Corporation, and provided,
further, that at any time when six (6) quarterly dividends on any one
or more series of noncumulative Series Preferred Stock shall be in
default, the holders of all such noncumulative series at the time or
times outstanding as to which such default shall exist shall be
entitled, at the next annual meeting of stockholders for the election
of directors, voting as a class, whether or not the holders thereof
shall be entitled otherwise to vote by certificate filed pursuant to
law, to the exclusion of the holders of Common Stock, Preferred Stock
and any series of cumulative Series Preferred Stock, to vote for and
elect two (2) members of the Board of Directors of the Corporation.
All rights of all series of Series Preferred Stock to participate in
the election of directors pursuant to this paragraph 3 shall continue
in effect, in the case of all series thereof entitled to receive
cumulative dividends, until cumulative dividends have been paid in
full or set apart for payment on each cumulative series which shall
have been entitled to vote at the previous annual meeting of
stockholders, or in the case of all series of noncumulative Series
Preferred Stock, until noncumulative dividends have been paid in full
or set apart for payment for four consecutive quarterly dividend
periods on each noncumulative series which shall have been entitled
to vote at the previous annual meeting of stockholders. Directors
elected by any class of stock, voting separately as a class, may be
removed only by a majority vote of such class, voting separately as a
class, so long as the voting power of such class shall continue.
Subject to the voting rights of the Preferred Stock and the voting
rights, if any, specifically provided in a certificate filed pursuant
to law in respect of any series of Series Preferred Stock, the
holders of the Common Stock, voting as a class, to the exclusion of
the holders of such series so entitled to vote for and elect members
of the Board pursuant to this paragraph 3, shall be entitled to vote
for and elect the balance of the Board of Directors.

     Each stockholder entitled to vote at any particular time in
accordance with the foregoing provisions shall not have more than one
vote for each share of stock held of record by him and at the time
entitled to voting rights.

     4.  LIQUIDATION: In the event of any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary, each
series of Series Preferred Stock shall have preference and priority
over the Common Stock for payment of the amount to which each
outstanding series of Series Preferred Stock shall be entitled in
accordance with the provisions thereof and each holder of Series
Preferred Stock shall be entitled to be paid in full such amounts, or
have a sum sufficient for the payment in full set aside, before any
payments shall be made to the holders of Common Stock, provided,
however, that each holder entitled to receive any preferential
amounts provided by certificate filed pursuant to law with respect to
any series of the Series Preferred Stock shall not be entitled to
receive for each share so held, if such liquidation, dissolution or
winding up be voluntary, more than $55.00 per share, or if such
liquidation, dissolution or winding up be involuntary, more than
$50.00 per share plus in either case an amount equal to all dividends
thereon accrued and unpaid. If, upon liquidation, dissolution or
winding up of the Corporation, the assets of the Corporation or
proceeds thereof, distributable among the holders of the shares of
all series of the Series Preferred Stock, shall be insufficient to
pay in full the preferential amount aforesaid, then such assets, or
the proceeds thereof, shall be distributed among such holders ratably
in accordance with the respective amounts which would be payable if
all amounts payable thereon were paid in full. After the payment to
the holders of Series Preferred Stock of all such amounts to which
they are entitled, as above provided, and subject to rights with
respect to the Preferred Stock upon any such liquidation, dissolution
or winding up as above provided, the remaining assets and funds of
the Corporation shall be divided and paid to the holders of the
Common Stock.

     5.  REDEMPTION: In the event that the Series Preferred Stock of
any series shall be made redeemable as provided in clause (iii) of
paragraph 1 of section (b) of this ARTICLE THIRD, the Corporation, at
the option of the Board of Directors, may redeem at any time or
times, and from time to time, all or any part of any one or more
series of Series Preferred Stock outstanding upon notice duly given
as hereinafter specified, by paying for each share the then
applicable redemption price fixed by the Board of Directors
(including an amount equal to accrued and unpaid dividends to the
date fixed for redemption); provided, however, that a notice
specifying the shares to be redeemed, and the time and place of
redemption (and, if less than the total outstanding shares are to be
redeemed, specifying the certificate numbers and number of shares to
be redeemed) shall be published once in a daily newspaper printed in
the English language and published and of general circulation in the
Borough of Manhattan, The City of New York, and shall be mailed,
addressed to the holders of record of the Series Preferred Stock to
be redeemed at their respective addresses as the same shall appear
upon the books of the Corporation, not less than thirty (30) days
previous to the date fixed for redemption. If less than the whole
amount of any outstanding series of Series Preferred Stock is to be
redeemed, the shares of such series to be redeemed shall be selected
by lot or pro rata in any manner determined by resolution of the
Board of Directors to be fair and proper. From and after the date
fixed in any such notice as the date of redemption (unless default
shall be made by the Corporation in providing moneys at the time and
place of redemption for the payment of the redemption price) all
dividends upon the Series Preferred Stock so called for redemption
shall cease to accrue, and all rights of the holders of said Series
Preferred Stock as stockholders in the Corporation, except the right
to receive the redemption price upon surrender of the certificate
representing the Series Preferred Stock so called for redemption,
duly endorsed for transfer, if required, shall cease and determine.
With respect to any shares of Series Preferred Stock so called for
redemption, if, before the redemption date, the Corporation shall
deposit with a bank or trust company in the Borough of Manhattan, The
City of New York, having a capital and surplus of at least
$5,000,000, funds necessary for such redemption, in trust, to be
applied to the redemption of the shares of Series Preferred Stock so
called for redemption, then from and after the date of such deposit,
all rights of the holders of such shares of Series Preferred Stock so
called for redemption shall cease and determine, except the right to
receive, on and after the redemption date, the redemption price upon
surrender of the certificates representing such shares of Series
Preferred Stock so called for redemption, duly endorsed for transfer,
if required. Any interest accrued on such funds shall be paid to the
Corporation from time to time. Any funds so deposited and unclaimed
at the end of six (6) years from such redemption date shall be
released and repaid to the Corporation, after which the holders of
such shares of Series Preferred Stock so called for redemption shall
look only to the Corporation for payment of the redemption price.
Notwithstanding the foregoing, no redemption of any shares of any
series of Series Preferred Stock shall be made by the Corporation (1)
which as of the date of mailing of the notice of such redemption
would, if such date were the date fixed for redemption, reduce the
net assets of the Corporation remaining after such redemption below
the aggregate amount payable upon voluntary or involuntary
liquidation, dissolution or winding up to the holders of shares
having rights senior or equal to the Series Preferred Stock in the
assets of the Corporation upon liquidation, dissolution or winding
up; or (2) unless all cumulative dividends for the current and all
prior dividend periods have been declared and paid or declared and
set apart for payment on all shares of the Corporation having a right
to cumulative dividends; or (3) at a redemption price in excess of
$55.00 per share plus all accrued and unpaid dividends thereon to the
date fixed for redemption. No sinking funds shall be created for the
redemption, purchase or reacquisition otherwise of any shares of any
series of Series Preferred Stock not called for redemption as above
provided.

                           (c) COMMON STOCK

     1.  DIVIDENDS: Subject to all of the rights of the Preferred
Stock and the Series Preferred Stock, dividends may be declared and
paid or set apart for payment upon the Common Stock out of any assets
or funds of the Corporation legally available for the payment of
dividends.

     2.  VOTING RIGHTS: Except as otherwise expressly provided with
respect to the Preferred Stock and the Series Preferred Stock or with
respect to any series of the Series Preferred Stock, the Preferred
Stock and the Common Stock shall have the exclusive right to vote for
the election of directors and for all other purposes, each holder of
the Preferred Stock and the Common Stock being entitled to one vote
for each share thereof held.

     3.  LIQUIDATION: Upon any liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, and after the
holders of the Preferred Stock and holders of the Series Preferred
Stock of each series shall have been paid in full the amounts to
which they respectively shall be entitled, or an amount sufficient to
pay the aggregate amount to which the holders of the Preferred Stock
and the Series Preferred Stock of each series shall be entitled shall
have been deposited with a bank or trust company having its principal
office in the Borough of Manhattan, The City of New York, and having
a capital, surplus and undivided profits of at least Twenty-Five
Million Dollars ($25,000,000) as a trust fund for the benefit of the
holders of such Preferred Stock and Series Preferred Stock, the
remaining net assets of the Corporation shall be distributed pro rata
to the holders of the Common Stock in accordance with their
respective rights and interests, to the exclusion of the holders of
such Preferred Stock, and Series Preferred Stock.


                        (d) GENERAL PROVISIONS

     Shares of Preferred Stock of the Corporation redeemed as
hereinabove provided shall be deemed retired and extinguished and may
not be reissued.

     A consolidation or merger of the Corporation with or into
another corporation or corporations or a sale, whether for cash,
shares of stock, securities or properties, of all or substantially
all of the assets of the Corporation shall not be deemed or construed
to be a liquidation, dissolution or winding up of the Corporation
within the meaning of this Article.

     No holder of Common Stock, Preferred Stock or Series Preferred
Stock of the Corporation shall be entitled, as such, as a matter of
right, to subscribe for or purchase any part of any new or additional
issue of stock of any class or series whatsoever or of securities
convertible into stock of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other
consideration, or by way of dividend.

     FOURTH:  The office of the Corporation shall be located in the
City, County and State of New York. The address to which the
Secretary of State shall mail a copy of process in any action or
proceeding against the Corporation which may be served upon him is
7733 Forsyth Boulevard, St. Louis, Missouri 63105.

     FIFTH:  The duration of the Corporation shall be perpetual.

     SIXTH:  The Secretary of State of New York is designated as the
agent of the Corporation upon whom process in any action or
proceeding against it may be served. In addition, CT Corporation
System, 1633 Broadway, New York, New York 10019, is designated as the
registered agent of the Corporation upon whom process in any action
or proceeding against it may be served.

     SEVENTH:  The following provisions are inserted for the
regulation and conduct of the affairs of the Corporation, and it is
expressly provided that they are intended to be in furtherance and
not in limitation or exclusion of the powers conferred by statute.

       (a) The Board of Directors may by resolution passed by
   two-thirds of the whole Board designate three or more of its       
   number to constitute an Executive Committee, which shall have and  
   exercise, subject to such limitations, if any, as may be           
   prescribed by the By-Laws or by resolution of the Board of         
   Directors, the powers of the Board of Directors in the management  
   of the business and affairs of the Corporation, provided such      
   Executive Committee shall act only at such times as the Board of   
   Directors is not in session and in no case to the exclusion of the 
   right of the Board of Directors at any time to act as a Board upon 
   any business of the Corporation.

       (b) Subject to the provisions of the By-Laws, meetings of the
   stockholders and directors of the Corporation for all purposes may 
   be held at any place within the State of New York and, unless      
   otherwise provided by law, at any place without such State.

       (c) All corporate powers, including the sale, mortgage,
   hypothecation and pledge of the whole or any part of the corporate
   property, shall be exercised by the Board of Directors, except as
   otherwise expressly provided by law.

       (d) The Board of Directors is hereby expressly authorized to
   apply in its discretion such portion of the net income of the
   Corporation as it deems advisable to the redemption or purchase    
   for retirement of the Preferred Stock at an amount not exceeding   
   the redemption price thereof, whether or not there are dividends   
   in arrears on the Preferred Stock and whether or not any dividends 
   have been paid on the Common Stock.

       (e) The Corporation may have one or more offices within or
   without the State of New York and may keep the books of the
   Corporation, subject to the provisions of the laws of the State of
   New York, at such place or places within or without the State of   
   New York as the Board of Directors shall from time to time         
   determine.

       (f) The Board of Directors shall from time to time decide
   whether and to what extent and at what times and under what
   conditions and requirements the accounts and books of the
   Corporation, or any of them, except the stock book, shall be open  
   to the inspection of the stockholders, and no stockholder shall    
   have any right to inspect any books or documents of the            
   Corporation except as conferred by the laws of the State of New    
   York or authorized by the Board of Directors.

     (g) A director of the Corporation shall not, in the absence of
   fraud, be disqualified by his office from dealing with or          
   contracting with the Corporation either as vendor, purchaser or    
   otherwise, nor, in the absence of fraud, shall any transaction or  
   contract of the Corporation be void or voidable or affected by     
   reason of the fact that any director or any firm, of which any     
   director is a member, or any corporation, of which the director is 
   an officer, director or stockholder, is in any way interested in   
   such transaction or contract; provided that at the meeting of the  
   Board of Directors or of the Committee thereof having authority in 
   the premises to authorize or confirm said contract or transaction, 
   the interest of such director, firm or corporation is disclosed or 
   known, and there shall be present a quorum of directors or of the  
   directors constituting such Committee not so interested or         
   connected, and such contract or transaction shall be approved by a 
   majority of such quorum, which majority shall consist of directors 
   not so interested or connected. Nor shall any director or          
   directors so interested or connected be liable to the Corporation  
   or to any stockholders or creditor thereof or to any other person  
   for any loss incurred by it under or by reason of any such         
   contract or transaction. Nor shall any such director or directors  
   be accountable for any gains or profits realized thereon; always   
   provided, however, that such contract or transaction shall at the  
   time it was entered into have been a reasonable one to have been   
   entered into and shall have been upon terms that at the time were  
   fair.

       (h) Any contract, transaction or act of the Corporation or of
   the Board of Directors or of the Executive Committee or of any     
   other duly constituted committee and of which disclosure shall be  
   made in the notice of the meeting and which shall be approved or   
   ratified by a majority in interest of a quorum of the stockholders 
   of the Corporation having voting power at any annual or any        
   special meeting called for such purpose shall, except as otherwise 
   specifically provided herein or provided by the laws of the State  
   of New York, be as valid and as binding as though approved or      
   ratified by every stockholder of the Corporation; provided,        
   however, that any failure of the Stockholders to approve or ratify 
   such contract, transaction or act, when and if submitted, shall    
   not be deemed in any way to invalidate the same or to deprive the  
   Corporation, its directors or officers of their right to proceed   
   with such contract, transaction or action. Any director of the     
   Corporation may vote upon any contract or other transaction        
   between the Corporation and any subsidiary or affiliated           
   corporation without regard to the fact that he is also a
   director of such subsidiary or affiliated corporation.

       (i) The Board of Directors shall have power from time to time  
   to fix and to determine and vary the amount of the working capital 
   of the Corporation, and to direct and determine the use and        
   disposition of any surplus or net profits over and above the       
   capital stock paid in; and in its discretion the Board of          
   Directors may use and apply any such surplus or accumulated        
   profits in purchasing or acquiring bonds or other obligations of   
   the Corporation, to such extent and in such manner and upon such   
   terms as the Board of Directors shall deem expedient.

       (j) Directors may be removed at any time by a majority vote of
   the stockholders entitled to vote, except that directors elected   
   by any class of stock, voting separately as a class, may be        
   removed only by a majority vote of such class, voting separately   
   as a class, so long as the voting power of such class shall        
   continue.

       (k) A person who is or was a director of the Corporation shall
   not be liable to the Corporation or its stockholders for damages   
   for any breach of duty in such capacity occurring after the        
   adoption of this paragraph (k), except that the foregoing          
   provisions shall not eliminate or limit liability where such       
   liability is imposed, from time to time, by the law of New York    
   State, provided, however, that nothing in this paragraph shall     
   directly or indirectly increase the liability of any such person   
   based upon acts or omissions occurring before the adoption hereof.

     EIGHTH:  The Corporation hereby reserves the right to amend,
alter, change or repeal any provision contained in this Certificate
of Incorporation as now stated and as hereafter amended, altered or
changed in the manner now or hereafter prescribed by the laws of the
State of New York, and all rights and powers conferred by this
Certificate of Incorporation on stockholders, directors, or officers
of the Corporation are hereby granted subject to this reservation;
provided that the provisions of this Certificate of Incorporation, as
so amended, changed, altered or repealed, shall contain such
provisions as shall be lawful.

     NINTH:  The number of directors of the Corporation, exclusive of
directors, if any, to be elected by the holders of 4% Cumulative
Preferred Stock or the holders of one or more series of Series
Preferred Stock pursuant to the provisions of Paragraph 2 of Section
(a) or Paragraph 3 of Section (b), respectively, of ARTICLE THIRD 
herein, shall be not less than ten nor more than sixteen. Subject to
such limitation, such number may be fixed by the By-Laws, or by
action of the stockholders or of the Board under the specific
provisions of a By-Law adopted by the stockholders. The directors of
the Corporation shall be divided into three classes as nearly equal
in number as possible. There shall be at least three directors in
each class. The term of office of the first class shall expire at the
first annual meeting of stockholders succeeding the initial
classification of directors, the term of the office of the second
class shall expire at the second annual meeting succeeding such
classification and that of the third class at the third annual
meeting succeeding such classification. At each annual meeting,
directors to replace those whose terms expire at such annual meeting
shall be elected to hold office until the third succeeding annual
meeting. If the number of directors is changed, any newly created
directorships or decrease in directorships shall be so apportioned
among the classes as to make all classes as nearly equal in number as
possible. If the number of directors is increased by the Board of
Directors and any newly created directorships are filled by the
Board, there shall be no classification of the additional directors
until the next annual meeting of stockholders. Notwithstanding the
foregoing, if the holders of 4% Cumulative Preferred Stock or the
holders of one or more series of Series Preferred Stock shall become
entitled to elect two members of the Board pursuant to the provisions
of Paragraph 2 of Section (a) or Paragraph 3 of Section (b),
respectively, of ARTICLE THIRD herein, the terms of all members of
the Board of Directors previously elected shall expire at the time of
such election and the entire Board of Directors shall be elected in
the manner specified in said Paragraph 2 of Section (a) or said
Paragraph 3 of Section (b) of ARTICLE THIRD, each director to serve
until the next meeting of stockholders at which directors are
elected; and whenever neither the holders of the 4% Cumulative
Preferred Stock nor the holders of any series of Series
Preferred Stock is any longer entitled to vote for the election of
two directors as provided in said Paragraph 2 of Section (a) or said
Paragraph 3 of Section (b) of ARTICLE THIRD, the directors shall be
elected at the next annual meeting of stockholders held for such
purpose in the manner provided in the first eight sentences of this
ARTICLE. Subject to the foregoing, at each annual meeting of
stockholders the successors to the class of directors whose term
shall then expire shall be elected to hold office for a term of three
years. No amendment to the Certificate of Incorporation of the
Corporation shall amend, alter, change or repeal any of the
provisions of this ARTICLE NINTH unless the amendment effecting such
amendment, alteration, change or repeal shall receive the affirmative
vote of the holders of two-thirds of the shares of all classes of
stock of the Corporation entitled to vote in elections of directors,
considered for the purposes of this ARTICLE NINTH as one class.

     TENTH:  (a) The affirmative vote of the holders of not less than
a majority of the Voting Stock (as hereinafter defined) of the
Corporation shall be required before the Corporation may purchase any
outstanding shares of Common Stock of the Corporation at a price
known by the Corporation to be above Market Price (as hereinafter
defined) from a person known by the Corporation to be a Selling
Shareholder (as hereinafter defined), unless the purchase is made by
the Corporation on the same terms and as a result of a duly
authorized offer to purchase any and all of the outstanding shares of
Common Stock of the Corporation.

     (b) For purposes of ARTICLE TENTH:

       (1) The term "Voting Stock" shall mean the outstanding shares 
     of stock of the Corporation entitled to vote in elections of 
     directors of the Corporation considered as one class.

       (2) The majority vote required by Section (a), when 
     applicable, shall be in addition to any lesser vote or no vote 
     required or permitted by law or this Certificate of 
     Incorporation exclusive of this Article Tenth and the shares of 
     the Selling Shareholder shall, for this purpose, be counted as 
     having abstained regardless of how they have been voted.

       (3) The term "Market Price" shall mean the highest closing 
     sale price, during the 30-day period immediately preceding the 
     date in question, of a share of the Common Stock of the 
     Corporation on the Composite Tape for New York Stock Exchange 
     Issues, or, if such stock is not quoted on the Composite Tape or 
     is not listed on such Exchange, on the principal United States 
     securities exchange registered under the Securities Exchange Act 
     of 1934 on which such stock is listed, or, if such stock is not 
     listed on any such exchange, the highest closing bid quotation 
     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 such 
     stock.

       (4) The term "Selling Shareholder" shall mean and include any 
     person who or which is the beneficial owner of in the aggregate 
     more than three percent of the outstanding shares of Common 
     Stock of the Corporation and who or which has purchased or 
     agreed to purchase any of such shares within the most recent 
     two-year period.

       (5) A "person" shall mean any individual, firm, partnership,
     corporation or other entity.

       (6) A person shall be the "beneficial owner" of any shares of 
     Common Stock of the Corporation:

          (i) which such person or any of its Affiliates or 
        Associates (as hereinafter defined) beneficially owns, 
        directly or indirectly; or

          (ii) which such person or any of its Affiliates or 
        Associates has (a) the right to acquire (whether such right 
        is conditional or exercisable immediately or only after the 
        passage of time), pursuant to any agreement, arrangement or 
        understanding or upon the exercise of conversion rights, 
        exchange rights, warrants or options, or otherwise, or (b) 
        the right to vote pursuant to any agreement, arrangement or 
        understanding; or

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

       (7) The terms "Affiliate" and "Associate" shall have the 
     respective meanings ascribed to such terms in Rule 12b-2 of the 
     General Rules and Regulations under the Securities Exchange Act 
     of 1934, as in effect on July 1, 1984.

       (8) For the purposes of determining whether a person is a 
     Selling Shareholder, the number of shares of Common Stock deemed 
     to be outstanding and the number of shares beneficially owned by 
     the person shall include shares respectively deemed owned 
     through application of paragraph (6) of this Section (b) but 
     shall not include any other shares of Common Stock which may be 
     issuable pursuant to any agreement, arrangement or 
     understanding, or upon exercise of conversion rights, warrants 
     or options, or otherwise, or shares of the Selling Shareholder 
     whose acquisition of more than three percent of the outstanding 
     shares of Common Stock of the Corporation within the most recent 
     two-year period results from other than a purchase or agreement 
     to purchase or vote shares of the Corporation.

       (9) Nothing contained in this ARTICLE TENTH shall be construed 
     to relieve any Selling Shareholder from any fiduciary obligation 
     imposed by law.

       (10) The Board of Directors of the Corporation shall have the 
     power to determine the application of or compliance with this 
     ARTICLE TENTH, including, without limitation, (1) whether a 
     person is a Selling Shareholder; (2) whether a person is an 
     Affiliate or Associate of another; (3) whether Section (a) is or 
     has become applicable in respect of a proposed transaction; 
     (4) what is the Market Price and whether a price is above Market 
     Price; and (5) when or whether a purchase or agreement to 
     purchase any share or shares of Common Stock of the Corporation 
     has occurred and when or whether a person has become a 
     beneficial owner of any share or shares of Common Stock of the 
     Corporation. Any decision or action taken by the Board of 
     Directors arising out of or in connection with the construction, 
     interpretation and effect of this ARTICLE TENTH shall lie within 
     their absolute discretion and shall be conclusive and binding 
     except in circumstances involving bad faith.

     ELEVENTH:  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 ELEVENTH, any transaction or contract    
   which involves or includes:

       (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 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 having an aggregate Fair Market    
     Value of $50,000,000 or more; or

       (iii) the issuance or transfer by the Corporation or any
     Subsidiary (in one transaction or a series of transactions) of   
     any securities of the Corporation or any Subsidiary to any       
     Interested Shareholder or any Affiliate of any Interested        
     Shareholder in exchange for cash, securities (to the extent the  
     acquisition thereof does not come within the requirements of     
     Article Tenth) or other property (or a combination thereof)      
     having an aggregate Fair Market Value of $50,000,000 or more; or

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

       (v) 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 Security (as hereinafter defined) 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 in any agreement with 
   any national securities exchange or this Certificate of            
   Incorporation exclusive of this ARTICLE ELEVENTH. 

     B.  DEFINITION OF "BUSINESS COMBINATION". The term "Business
   Combination" used in this ARTICLE ELEVENTH shall mean any          
   transaction or contract which is referred to in any one or more of 
   clauses (I) through (v) of Paragraph A of this Section 1.

     Section 2.  WHEN HIGHER VOTE IS NOT REQUIRED

    The provisions of Section 1 of this ARTICLE ELEVENTH 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 or B are met:

     A.  APPROVAL BY DIRECTORS.  The Business Combination shall have
been approved by the Board of Directors in accordance with the
requirements of ARTICLE SEVENTH.

     B.  PRICE AND PROCEDURE 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 higher 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 terms of the proposed Business Combination (the            
       "Announcement Date") or (2) in the transaction in which it     
       became an Interested Shareholder, whichever is higher; or

           (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 ELEVENTH as the "Determination 
       Date"), whichever is higher;

       (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 shall be at least equal to the higher 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, 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; and

           (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.

       (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 any class of Voting Stock with varying forms of               
     consideration, the form of consideration for such class of       
     Voting Stock shall be either cash or the form used to acquire    
     the largest number of shares of such class of Voting Stock
     previously acquired by it. The price determined in accordance    
     with paragraph B (I) and B (ii) of this Section 2 shall be       
     subject to appropriate adjustment in the event of any stock      
     dividend, stock split, combination of shares or similar event.

       (iv) After such Interested Shareholder has become an           
     Interested Shareholder and prior to the consummation of such     
     Business Combination: (a) except as approved by the Board of     
     Directors in accordance with the requirements of ARTICLE         
     SEVENTH, there shall have been no failure to declare and pay at  
     the regular date therefor any full quarterly dividends (whether  
     or not cumulative) on any outstanding stock having preference    
     over the Common Stock as to dividends or upon liquidation; (b)   
     there shall have been (1) no reduction in the annual rate of     
     dividends paid on the Common Stock (except as necessary to       
     reflect any subdivision of the Common Stock),except as approved  
     by the Board of Directors in accordance with the requirements of 
     ARTICLE SEVENTH, and (2) an increase in such annual rate of      
     dividends as necessary to reflect any reclassification
     (including any reverse stock split), recapitalization,           
     reorganization or any similar transaction which has the effect   
     of reducing the number of outstanding shares of the Common       
     Stock, unless the failure so to increase such annual rate is     
     approved by the Board of Directors in accordance with the        
     requirements of ARTICLE SEVENTH; and such Interested Shareholder 
     shall not have become the beneficial owner of any additional     
     shares of Voting Stock or securities convertible into Voting     
     Stock except as part of the transaction which results in such
     Interested Shareholder becoming an Interested Shareholder.

       (v) After such Interested Shareholder has become an Interested
     Shareholder, such Interested Shareholder shall not have received 
     the benefit, directly or indirectly (except 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, whether in anticipation  
     of or in connection with such Business Combination or otherwise.

       (vi) A proxy or information statement describing the proposed
     Business Combination and complying with the requirements of the
     Securities Exchange Act of 1934 and the rules and regulations
     thereunder (or any subsequent provisions replacing such Act,     
     rules or regulations) shall be mailed to public shareholders of  
     the Corporation at least 30 days prior to the consummation of    
     such Business Combination (whether or not such proxy or          
     information statement is required to be mailed pursuant to such  
     Act or subsequent provisions).

Section 3.  CERTAIN DEFINITIONS.  For the purpose of this ARTICLE
ELEVENTH:

     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 20% or
     more 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 20% 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.  A person shall be a "beneficial owner" of any Voting Stock:

       (i) which such person or any of its Affiliates or Associates   
     (as hereinafter defined) beneficially owns directly or           
     indirectly; or

       (ii) which such person or any of its Affiliates or Associates
     has (a) the right to acquire (whether such right is exercisable
     immediately or only after the passage of time), pursuant to any
     agreement, arrangement or understanding or upon the exercise of
     conversion rights, exchange rights, warrants or options, or
     otherwise, or (b) the right to vote pursuant to any agreement,
     arrangement or understanding; or

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

     D.  For the purpose of determining whether a person is an
   Interested Shareholder pursuant to paragraph B of this Section 3,  
   the number of shares of Voting Stock deemed to be outstanding      
   shall include shares deemed owned through application of paragraph 
   C of this Section 3 but shall not include any other shares of      
   Voting Stock which may be issuable pursuant to any agreement,      
   arrangement or understanding, or upon exercise of conversion       
   rights, warrants or options, or otherwise.

     E.  "Affiliate" or "Associate" shall have the respective
   meanings ascribed to such terms in Rule 12b-2 of the General Rules
   and Regulations under the Securities Exchange Act of 1934, as in
   effect on July 1, 1984.

     F.  "Subsidiary" means any corporation of which a majority of
   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.

     G.  "Fair Market Value" means: (I) in the case of stock, the
   highest closing sale price during the 30-day period immediately
   preceding the date in question of a share of such stock on the
   Composite Tape for New York Stock Exchange issues, 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 registered under the   
   Securities Exchange Act of 1934 on which such stock is listed, or, 
   if such stock is not listed on any such exchange, the highest      
   closing bid quotation 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 such stock as determined by the Board of Directors 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 of Directors in good faith.
   
     H. In the event of any Business Combination in which the
   corporation survives, the phrase "consideration other than cash to 
   be received" as used in paragraphs B (I) and (ii) of Section 2 of  
   this ARTICLE ELEVENTH 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.

     I.  "Equity Security" shall have the meaning ascribed to such
   term in Section 3(a)(11) of the Securities Exchange Act of 1934,   
   as in effect on July 1, 1984.

Section 4.  POWERS OF THE BOARD OF DIRECTORS.  The Board of
Directors, in accordance with the requirements of ARTICLE SEVENTH,
shall have the power to interpret all of the terms and provisions of
this ARTICLE ELEVENTH, including, without limitation, and on the
basis of information known to the Board 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 the
assets which are the subject of any Business Combination have, or the
consideration to be received for the issuance or transfer of
securities by the Corporation or any Subsidiary in any Business
Combination has, an aggregate Fair Market Value of $50,000,000 or
more.

Section 5.  NO EFFECT ON FIDUCIARY OBLIGATIONS OF INTERESTED
SHAREHOLDERS.  Nothing contained in this ARTICLE ELEVENTH shall be
construed to relieve any Interested Shareholder from any fiduciary
obligation imposed by law.

Section 6.  AMENDMENT, REPEAL, ETC.  notwithstanding any other
provisions of this Certificate of Incorporation or the By-Laws (and
notwithstanding the fact that a lesser percentage may be specified by
law, this Certificate of Incorporation or the By-Laws or otherwise)
the affirmative vote or consent of the holders of 80% or more of the
outstanding Voting Stock, voting together as a single class, shall be
required to amend or repeal, or adopt any provisions inconsistent
with, this ARTICLE ELEVENTH or any provision hereof.

     VI: That the restatement of the Certificate of Incorporation 
and the amendment to Article Fourth contained therein were authorized
by a vote of the majority of directors present at a meeting of the
Board at which a quorum was present.

IN WITNESS WHEREOF, we have made, subscribed and verified the
Certificate this 22nd day of June, 1994.


Mallinckrodt Group Inc.


/s/ C. RAY HOLMAN
--------------------------
C. Ray Holman
President and 
Chief Executive Officer



/s/ ROGER A. KELLER
--------------------------
Roger A. Keller
Vice President, Secretary and
General Counsel

(CORPORATE SEAL)

State of Missouri   )
                    )ss.:
County of St. Louis )

     C. Ray Holman, being duly sworn, deposes and says that: he is
President and Chief Executive Officer of Mallinckrodt Group Inc., the
corporation named in and described in the foregoing certificate;  he
has read the foregoing certificate and knows the contents thereof;
and the same is true of his own knowledge, except as to the matters
therein stated to be alleged upon information and belief, and as to
those matters he believes to be true.


/s/ C. RAY HOLMAN
--------------------------
C. Ray Holman

Sworn to before me this _____ day of __________, 1994.

__________________________
Notary Public

My Commission Expires: _________________________.