CERTIFICATE OF AMENDMENT TO THE
              RESTATED CERTIFICATE OF INCORPORATION


      PENNZENERGY  COMPANY, a corporation organized and  existing
under  and by virtue of the General Corporation Law of the  State
of Delaware, DOES HEREBY CERTIFY:

     FIRST:   Article FIFTH of the corporation's current Restated
Certificate  of Incorporation is hereby amended by  deleting  the
first sentence of Section 2 of Article FIFTH in its entirety  and
substituting the following sentence therefor:

           The  number  of  Directors which shall constitute  the
     whole  Board  of Directors of the corporation shall  be  not
     less  than 3 nor more than 9 as specified from time to  time
     in  the By-laws of the corporation, except in the case of an
     increase in the number of Directors by reason of any default
     provisions contained in Article FOURTH.

      SECOND:   The  foregoing  amendment  to  the  corporation's
Restated Certificate of Incorporation was unanimously adopted  by
the corporation's Board of Directors at a meeting duly called and
held on February 17, 1999 and by the holders of a majority of the
outstanding  shares  of  the corporation's  capital  stock  at  a
meeting  duly  called and held on May 6, 1999, all in  accordance
with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.

       IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this
Certificate to be executed in its name and on its behalf  by  its
duly  authorized  officer and its corporate seal  to  be  affixed
hereto  and  attested by its Secretary on this 6th  day  of  May,
1999.

                         PENNZENERGY COMPANY



                         By:  /s/ Stephen D. Chesebro'
                            Stephen D. Chesebro'
                            President and Chief Executive Officer


ATTEST:


By:  /s/ Linda L. Meagher
  Linda L. Meagher
  Corporate Secretary




               CERTIFICATE OF OWNERSHIP AND MERGER
                             MERGING
                       PENNZENERGY COMPANY
                              INTO
                        PENNZOIL COMPANY

                 Pursuant to Section 253 of the
        General Corporation Law of the State of Delaware


           PENNZOIL COMPANY, a corporation organized and existing
under the laws of Delaware (the "Company"), DOES HEREBY CERTIFY:

           FIRST:  That the Company was incorporated on April  1,
1968,  pursuant to the General Corporation Law of  the  State  of
Delaware;

           SECOND:  That the Company is the legal and  beneficial
owner of all of the outstanding shares of Common Stock, par value
$.01  per  share, of PennzEnergy Company, a Delaware corporation,
and  that  said  Common Stock is the only issued and  outstanding
class of stock of PennzEnergy Company;

           THIRD:  That the Company desires to merge into  itself
PennzEnergy Company and thereby to change the Company's corporate
name  to  "PennzEnergy  Company" pursuant to  the  provisions  of
Section 253 of the Delaware General Corporation Law (the "DGCL");

           FOURTH: That the Company, by the following resolutions
of  its  Board  of Directors, duly adopted on December  2,  1998,
determined to merge into itself PennzEnergy Company, and  thereby
assume  all  of  the liabilities and obligations  of  PennzEnergy
Company,   and  to  change  the  Company's  corporate   name   to
"PennzEnergy Company":

Merger of Merger Sub into Company

           WHEREAS, the Company is the legal and beneficial owner
of  all of the outstanding shares of Common Stock, par value $.01
per share ("Merger Sub Common Stock"), of PennzEnergy Company,  a
Delaware corporation ("Merger Sub");

           WHEREAS,  said  Merger Sub Common Stock  is  the  only
issued and outstanding class of stock of Merger Sub;

           WHEREAS,  the  Company desires to  merge  into  itself
Merger Sub pursuant to the
provisions of Section 253 of the DGCL;

          NOW, THEREFORE, LET IT BE

           RESOLVED, that, pursuant to the provisions of  Section
253  of  the  DGCL, the Company merge (the "Merger") into  itself
Merger Sub, and assume all of the liabilities and obligations  of
Merger Sub; and further

           RESOLVED, that, pursuant to the provisions of  Section
253(b) of the DGCL, at the effective time of the Merger, the name
of the Company be changed to "PennzEnergy Company"; and further

           RESOLVED, that the Merger shall become effective  upon
the  filing of the Certificate of Ownership and Merger  with  the
Secretary of State of the State of Delaware (the "Certificate  of
Ownership and Merger"), or at such later time as may be set forth
in the Certificate of Ownership and Merger; and further

           RESOLVED, that, at any time prior to the time that the
filing of the Certificate of
Ownership and Merger becomes effective, the Board of Directors of
the Company may terminate
the Certificate of Ownership and Merger; and further

          RESOLVED, that the Chairman of the Board, the President
or  any  Vice President of the Company is authorized to make  and
execute  a  Certificate of Ownership and Merger setting  forth  a
copy of these resolutions, and the date of adoption thereof,  and
to  cause  the same to be filed with the Secretary  of  State  of
Delaware; and further

            RESOLVED,  that  the  officers  of  the  Company  are
authorized  to execute, deliver, file and record such  documents,
deeds,  certificates and other instruments, in the  name  and  on
behalf  of  the Company, and to take all such further  action  to
carry  out  and  effect the Merger and the changes  of  ownership
effected  thereby as they shall consider necessary, desirable  or
appropriate.

           FIFTH:  That the merger of Merger Sub into the Company
and the name change of
the  Company effected thereby shall be effective upon the  filing
of this Certificate of Ownership and Merger with the Secretary of
State of the State of Delaware.

           I, THE UNDERSIGNED, being an authorized officer of the
Company,   do   make  this  Certificate,  hereby  declaring   and
certifying  that  this is my act and deed and  the  facts  herein
stated  are true, and accordingly have hereunto set my hand  this
28th day of December 1998.



                                   PENNZOIL COMPANY



                                   By:  /s/  Linda F. Condit
                                     Name:  Linda F. Condit
                                     Title: Vice President and
                                       Corporate Secretary

                 CERTIFICATE OF AMENDMENT TO THE
              RESTATED CERTIFICATE OF INCORPORATION


     PENNZOIL COMPANY, a corporation organized and existing under
and  by  virtue of the General Corporation Law of  the  State  of
Delaware, DOES HEREBY CERTIFY:

       FIRST:    Article  FIFTH  of  the  corporation's  Restated
Certificate  of Incorporation is hereby amended by  deleting  the
first  sentence of subparagraph (f) of Section 1 of Article FIFTH
in its entirety and substituting the following sentence therefor:

           To designate, by resolution or resolutions passed by a
     majority  of  the whole Board, one or more committees,  each
     committee to consist of one or more of the Directors of  the
     corporation,   which,  to  the  extent  provided   in   said
     resolution  or  resolutions  or  in  the  By-laws   of   the
     corporation,  shall have and may exercise the power  of  the
     Board  of  Directors in the management of the  business  and
     affairs of the corporation and may authorize the seal of the
     corporation to be affixed to all papers that may require it.

       SECOND:   Article  FIFTH  of  the  corporation's  Restated
Certificate  of Incorporation is hereby amended by  deleting  the
first sentence of Section 2 of Article FIFTH in its entirety  and
substituting the following sentence therefor:

           The  number  of  Directors which shall constitute  the
     whole  Board  of Directors of the corporation shall  be  not
     less  than 3 nor more than 13 as specified from time to time
     in  the By-laws of the corporation, except in the case of an
     increase in the number of Directors by reason of any default
     provisions contained in Article FOURTH.

       THIRD:  The  foregoing  amendments  to  the  corporation's
Restated  Certificate  of  Incorporation  have  been  unanimously
adopted by the corporation's Board of Directors at a meeting duly
called  and  held on February 29, 1996 and by the  holders  of  a
majority  of the outstanding shares of the corporation's  capital
stock  at a meeting duly called and held on May 9, 1996,  all  in
accordance  with  the provisions of Section 242  of  the  General
Corporation Law of the State of Delaware.

       IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this
Certificate to be executed in its name and on its
behalf  by its duly authorized officer and its corporate seal  to
be  affixed hereto and attested by its Secretary on this 9th  day
of May, 1996.

                                   PENNZOIL COMPANY



                                   By: /s/  Thomas M. Hamilton
                                     Thomas M. Hamilton
                                     Executive Vice President

ATTEST:



By:  /s/ Linda F. Condit
  Linda F. Condit
  Corporate Secretary





              RESTATED CERTIFICATE OF INCORPORATION
                               OF
                        PENNZOIL COMPANY
                Under Sections 242 and 245 of the
                Delaware General Corporation Law


           PENNZOIL COMPANY, a corporation organized and existing
under  and  by  virtue of the Delaware General  Corporation  Law,
hereby certifies that:

           (1)   The name of the corporation is Pennzoil Company.
     The  corporation  was,  by  a Certificate  of  Agreement  of
     Consolidation between United Gas Corporation, a  corporation
     organized  and  existing under the  laws  of  the  State  of
     Delaware, and Pennzoil Company, a corporation organized  and
     existing under the laws of the Commonwealth of Pennsylvania,
     formed   under  the  name  "Pennzoil  United,  Inc."    Such
     Certificate of Agreement of Consolidation was filed  by  the
     Secretary of State of the State of Delaware on the 22nd  day
     of March, 1968.

            (2)    This  Restated  Certificate  of  Incorporation
     restates  and  further  amends the Restated  Certificate  of
     Incorporation  of the corporation.  The amendments  effected
     by  this Restated Certificate of Incorporation include,  but
     are not limited to, amendments (i) to increase the number of
     authorized  shares  of the corporation's common  stock,  par
     value  $0.83  1/3  per  share, to 100,000,000  and  (ii)  to
     eliminate obsolete and unnecessary provisions.

           (3)  The restatement of and further amendments to  the
     Restated  Certificate of Incorporation  of  the  Corporation
     have  been  duly  adopted  by vote of  the  stockholders  in
     accordance  with  Sections  242  and  245  of  the   General
     Corporation Law of the State of Delaware.

            (4)    The  text  of  the  Restated  Certificate   of
     Incorporation of the Pennzoil Company, as heretofore amended
     and  supplemented,  is hereby restated and  further  amended
     hereby to read in its entirety as follows:

              RESTATED CERTIFICATE OF INCORPORATION

                               of

                        PENNZOIL COMPANY

     First:  The name of the corporation is Pennzoil Company.

     Second: The address of its registered office in the State of
Delaware is 1209 Orange Street in the City of Wilmington,  County
of  New Castle.  The name of its registered agent at such address
is The Corporation Trust Company.

      Third: The purpose of the corporation 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.

      Fourth: The total number of shares of all classes of  stock
which   the  corporation  shall  have  authority  to   issue   is
137,610,644, divided into classes as follows:

           9,747,720 shares shall be Preferred Stock,  par  value
$1.00 per share ("Preferred Stock");

          27,862,924 shares shall be Preference Common Stock, par
     value $0.83 1/3 per share ("Preference Common Stock"); and

           100,000,000  shares shall be Common Stock,  par  value
$0.83 1/3 per share ("Common Stock").

      Shares  of  any  class of stock of the corporation  may  be
issued for such consideration and for such corporate purposes  as
the Board of Directors may from time to time determine.

      The following is a statement of the powers, preferences and
rights,  and the qualifications, limitations or restrictions,  of
the Preferred Stock, Preference Common Stock and Common Stock.

                   Section I.  Preferred Stock

      Shares of Preferred Stock shall be issuable in one or  more
series  with  such voting powers, full or limited, or  no  voting
powers,  and such designations, powers, preferences and relative,
participating,  optional,  redemption, conversion,  exchange  and
other  rights,  and qualifications, limitations  or  restrictions
thereof,  as are stated and expressed herein, and, to the  extent
not  stated and expressed herein, as shall be fixed by the  Board
of  Directors pursuant to the authority to do so, which is hereby
expressly  vested in it, and stated and expressed in a resolution
or  resolutions adopted by the Board of Directors  providing  for
the issuance of the Preferred Stock of such series.

      In  accordance with this Section I of Article  Fourth,  the
Board of Directors has designated shares of Preferred Stock  with
the   voting   powers,   preferences,   rights,   qualifications,
limitations and restrictions as set forth on Exhibit A hereto.

              Section II.  Preference Common Stock

      Shares of Preference Common Stock shall be issuable in  one
or  more  series with such designations, powers, preferences  and
relative,   participating,  optional,   redemption,   conversion,
exchange  and  other rights, and qualifications,  limitations  or
restrictions thereof, as are stated and expressed herein, and, to
the extent not stated and expressed herein, as shall be fixed  by
the  Board of Directors pursuant to the authority to do so, which
is  hereby expressly vested in it, and stated and expressed in  a
resolution  or  resolutions adopted by  the  Board  of  Directors
providing for the issuance of the Preference Common Stock of such
series.

      Subject  to  the prior rights of the holders  of  Preferred
Stock as may be set forth in a resolution or resolutions
of  the  Board  of  Directors providing for the issuance  of  any
series  of  Preferred  Stock, the holders  of  Preference  Common
Stock,  in  preference to the holders of Common Stock,  shall  be
entitled  to  receive if, as and when declared by  the  Board  of
Directors, out of the assets of the corporation which are by  law
available  for  the payment of dividends, dividends  at  but  not
exceeding  the  rate set forth in a resolution or resolutions  of
the  Board of Directors providing for the issuance of any  series
of Preference Common Stock.

      In  the  event of any voluntary or involuntary liquidation,
dissolution  or  winding up of the affairs  of  the  corporation,
then,  before  any  distribution may be made to  the  holders  of
Common Stock, the holders of Preference Common Stock (subject  to
the  prior  rights of holders of Preferred Stock as  may  be  set
forth  in  a resolution or resolutions of the Board of  Directors
providing  for  the  issuance of any series of  Preferred  Stock)
shall  be entitled to be paid an amount equal to the accrued  and
unpaid  dividends thereon to the date of payment thereof.   After
payment  or  provision  for  payment  of  the  debts  and   other
liabilities  of  the  corporation  and  any  accrued  and  unpaid
dividends due the holders of Preference Common Stock (subject  to
the  prior  rights of holders of Preferred Stock as  may  be  set
forth  in  a resolution or resolutions of the Board of  Directors
providing for the issuance of any series of Preferred Stock), the
holders  of  Preference Common Stock and Common  Stock  shall  be
entitled  to  share  ratably  in  the  remaining  assets  of  the
corporation.   Neither  the  merger  or  consolidation   of   the
corporation  into or with another corporation nor the  merger  or
consolidation  of  any  other  corporation  into  or   with   the
corporation  shall be deemed to be a liquidation, dissolution  or
winding  up  of  the  corporation  within  the  meaning  of  this
paragraph,  but  the  sale,  lease  or  conveyance  of   all   or
substantially  all  of  the assets of the  corporation  shall  be
deemed  to  be a liquidation, dissolution or winding  up  of  the
corporation within the meaning of this paragraph.

      In  addition to any other voting powers of the  holders  of
Preference  Common Stock as may be provided by law,  (i)  without
the affirmative vote of the holders of at least a majority of the
total  number of shares of Preference Common Stock  at  the  time
outstanding, the corporation shall not merge or consolidate  with
or into any other corporation or sell or otherwise dispose of all
or  substantially all of its assets (provided, however,  that  no
such vote shall be required in connection with a merger into  the
corporation  of  a  subsidiary at least 90%  of  the  outstanding
shares  of  each  class  of  stock  of  which  is  owned  by  the
corporation), (ii) without the affirmative vote of the holders of
at  least  two-thirds of the total number of shares of Preference
Common  Stock at the time outstanding, the corporation shall  not
voluntarily  liquidate, dissolve or wind up the  affairs  of  the
corporation, (iii) without the affirmative vote of the holders of
at  least  two-thirds of the total number of shares of Preference
Common  Stock at the time outstanding, the corporation shall  not
amend,  alter or repeal any of the rights, preferences or  powers
of  the  holders  of  Preference Common Stock  so  as  to  affect
adversely  any  such  rights, preferences  or  powers  (provided,
however,  that  if such amendment, alteration or  repeal  affects
adversely  the rights, preferences or powers of one or more,  but
not   all,  series  of  Preference  Common  Stock  at  the   time
outstanding, only the affirmative vote of the holders of at least
two-thirds  of  the  total number of outstanding  shares  of  all
series so affected shall be required; and provided, further, that
an  amendment  to increase or decrease the authorized  number  of
shares  of Preference Common Stock or to create or authorize,  or
increase  or  decrease the amount of, any class of stock  ranking
prior to or on a parity with the outstanding shares of Preference
Common  Stock  as  to  dividends shall not be  deemed  to  affect
adversely  the  rights, preferences or powers of the  holders  of
Preference  Common Stock or any series thereof) and (iv)  without
the affirmative vote of the holders of at least two-thirds of the
total  number of shares of Preference Common Stock  at  the  time
outstanding,  the corporation shall not create or  authorize  any
shares  of  any  class of stock ranking prior to  the  Preference
Common  Stock  as  to dividends or assets (other  than  Preferred
Stock) or issue any shares of any such prior ranking stock (other
than  Preferred Stock) more than 12 months after the date  as  of
which  the corporation was empowered to create or authorize  such
prior ranking stock.

                   Section III.  Common Stock

      After  the  requirements with respect to  any  preferential
dividends  upon the Preferred Stock and Preference  Common  Stock
have  been met, the holders of the Common Stock shall be entitled
to receive such dividends as may be declared from time to time by
the Board of Directors.

       Section IV.  Provisions Applicable to Capital Stock

      1.   Voting  Rights.  Each share of Common Stock  and  each
share of Preference Common Stock shall entitle the holder thereof
to one vote for each share held and, except as otherwise provided
herein  or  by  law,  the Common Stock and the Preference  Common
Stock  (and  any  other  stock of the  corporation  at  the  time
entitled  to  vote)  shall vote together as one  class.   At  all
elections of directors, each holder of record of shares of Common
Stock and/or Preference Common Stock shall be entitled to as many
votes  as  shall equal the number of such shares of Common  Stock
and/or  Preference Common Stock so held multiplied by the  number
of  directors to be elected, and such holder may cast all of such
votes  for  a single director, or may distribute them  among  the
number  to be voted for, or for any two or more of them, as  such
holder may see fit.

      2.   Regarding Pre-emptive Rights.  No stockholder  of  the
corporation shall by reason of his holding shares of any class of
stock  have  any pre-emptive or preferential right  to  subscribe
for,  purchase or otherwise acquire or receive any shares of  any
class  of  stock  issued  by  the  corporation,  whether  now  or
hereafter authorized, or any shares of any class of stock of  the
corporation  now  or  hereafter acquired by  the  corporation  as
treasury  stock  and subsequently reissued or sold  or  otherwise
disposed  of, or any notes, debentures, bonds or other securities
convertible  into  or  carrying options or warrants  to  purchase
shares   of   any  class  of  stock,  whether  now  or  hereafter
authorized,  whether or not the issuance of any such  shares,  or
such   notes,  debentures,  bonds  or  other  securities,   would
adversely   affect  the  dividend  or  voting  rights   of   such
stockholder; and the Board of Directors may issue shares  of  any
class  of  stock  of  the corporation, or any notes,  debentures,
bonds or other securities convertible into or carrying options or
warrants  to  purchase  shares of any  class  of  stock,  without
offering  any  such shares of any class, either in  whole  or  in
part, to the existing stockholders of any class.

      Fifth: 1.  All corporate powers shall be exercised  by  the
Board of Directors except as otherwise provided by law or by  the
Certificate of Incorporation.

     In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:

          (a) Except as may be otherwise provided in the By-laws,
     to  make,  alter,  amend  and  repeal  the  By-laws  of  the
     corporation, subject always to the power of the stockholders
     to change such action.

           (b) To fix in or pursuant to the By-laws from time  to
     time  the  number of Directors of the corporation,  none  of
     whom need be stockholders.

           (c)  To fix, determine and vary from time to time  the
     amount  to  be maintained as surplus of the corporation  and
     the amount or amounts to be set apart as working capital  of
     the corporation.

          (d) To authorize and cause to be executed mortgages and
     liens   upon   the  real  and  personal  property   of   the
     corporation.

           (e)  To  set  apart out of any of  the  funds  of  the
     corporation  available for dividends a reserve  or  reserves
     for  any  proper purposes and/or to abolish any such reserve
     in the manner in which it was created.

           (f)  To designate, by resolution or resolutions passed
     by  a  majority of the whole Board, one or more  committees,
     each committee to consist of two or more of the Directors of
     the  corporation,  which,  to the extent  provided  in  said
     resolution  or  resolutions  or  in  the  By-laws   of   the
     corporation,  shall have and may exercise the power  of  the
     Board  of  Directors in the management of the  business  and
     affairs  of the corporation, and may authorize the  seal  of
     the  corporation  to  be affixed to  all  papers  which  may
     require  it.  Such committee or committees shall  have  such
     name  or  names  as  may be stated in  the  By-laws  of  the
     corporation  or as may be determined from time  to  time  by
     resolutions adopted by the Board of Directors.

     2.  The number of Directors which shall constitute the whole
Board  of Directors of the corporation shall be not less  than  3
nor more than 18 as specified from time to time in the By-laws of
the  corporation, except in the case of an increase in the number
of directors by reason of any default provisions adopted pursuant
to  Article Fourth.  The Board of Directors shall be divided into
three  classes,  Class I, Class II and Class III.   Such  classes
shall  be  as  nearly equal in number of directors  as  possible.
Each  Director shall serve for a term ending on the third  annual
meeting  following the annual meeting at which such Director  was
elected.   The  foregoing notwithstanding,  each  Director  shall
serve  until  his  successor shall have  been  duly  elected  and
qualified, unless he shall resign, become disqualified,  disabled
or shall otherwise be removed.

      At  each  annual election, the Directors chosen to  succeed
those  whose terms then expire shall be of the same class as  the
Directors  they  succeed, unless, by reason  of  any  intervening
changes  in  the authorized number of Directors, the Board  shall
designate  one or more directorships whose term then  expires  as
directorships  of another class in order more nearly  to  achieve
equality of number of Directors among the classes.

      Notwithstanding the provision that the three classes  shall
be  as  nearly equal in number of Directors as possible,  in  the
event  of any change in the authorized number of Directors,  each
Director  then  continuing to serve as  such  shall  nevertheless
continue as a Director of the class of which he is a member until
the   expiration  of  his  current  term,  or  his  prior  death,
resignation  or removal.  If any newly created directorship  may,
consistent with the provision that the three classes shall be  as
nearly equal in number of Directors as possible, be allocated  to
one  or two or more classes, the Board shall allocate it to  that
of  the available classes whose terms of office are due to expire
at the earliest date following such allocation.

     3.  No Director of the corporation shall be removed from his
office  as a Director by vote or other action of stockholders  or
otherwise except for cause.

      4.   Except  as  provided in or pursuant to Article  Fourth
hereof,  newly created directorships resulting from any  increase
in  the  number of Directors and any vacancies on  the  Board  of
Directors  resulting  from death, resignation,  disqualification,
removal or other cause shall be filled by the affirmative vote of
a majority of the remaining Directors then in office, even though
less  than  a  quorum  of the Board of Directors.   Any  Director
elected  in  accordance with the preceding  sentence  shall  hold
office  for  the  remainder of the full  term  of  the  class  of
Directors  in  which  the new directorship  was  created  or  the
vacancy  occurred and until such Director's successor shall  have
been  elected  and  qualified.  No  decrease  in  the  number  of
Directors  constituting the Board of Directors shall shorten  the
term of any incumbent Director.

     5.  No contract or other transaction between the corporation
and any other corporation shall be affected or invalidated by the
fact  that  one  or more of the Directors of the corporation  are
interested  in,  or  is  a director or directors  or  officer  or
officers  of  such  other corporation, and no contract  or  other
transaction between the corporation and any other person or  firm
shall be affected or invalidated by the fact that one or more  of
the  Directors of the corporation is a party to, or  are  parties
to, or interested in, such contract or transaction; provided that
in  each such case the nature and extent of the interest of  such
Director  or  Directors  in such contract  or  other  transaction
and/or  the  fact that such Director or Directors  is  or  are  a
director  or  directors  or officer or  officers  of  such  other
corporation is known to the Board of Directors or is disclosed at
the  meeting of the Board of Directors at which such contract  or
other transaction is authorized.

      Sixth:  1.   Except  as set forth in Paragraph  4  of  this
Article Sixth, the affirmative vote or consent of the holders  of
80%  of  all  stock  of  this corporation  entitled  to  vote  in
elections  of  directors  (excluding  stock  entitled  so  to  be
exercised only upon the happening of some contingency unless such
contingency  shall  have occurred and is continuing),  considered
for  the  purposes  of  this  Article  Sixth  as  one  class  and
hereinafter  in this Article Sixth embraced in the  term  "voting
stock", shall be required:

           (i)  for  a merger or consolidation of the corporation
     with or into any other corporation, or

           (ii)  for  any sale or lease of all or any substantial
     part   of  the  assets  of  the  corporation  to  any  other
     corporation, person or other entity, or

           (iii)  any  sale  or lease to the corporation  or  any
     subsidiary  thereof of any assets (except assets  having  an
     aggregate  fair  market value of less  than  $5,000,000)  in
     exchange for voting stock (or securities convertible into or
     exchangeable for voting stock or options, warrants or rights
     to  purchase  voting  stock or securities  convertible  into
     voting  stock) of the corporation or any subsidiary  of  the
     corporation by any other corporation, person or entity,

if  as  of  the record date for the determination of stockholders
entitled  to  notice  thereof  and to  vote  thereon  or  consent
thereto,  or  as  of the time the Board of Directors  shall  have
approved a memorandum of understanding, or the corporation  shall
have  entered  into  any  agreement, with  respect  to  any  such
transaction  for which the vote or consent of the holders  of  no
class or series of stock of the corporation is otherwise required
by law, the Certificate of Incorporation or any other contract or
agreement,  such  other corporation, person or  entity  which  is
party to such a transaction is the beneficial owner, directly  or
indirectly, of 5% or more of the outstanding shares of any  class
or  series of voting stock of the corporation.  There shall  also
be  required  for any such transaction for which such affirmative
vote  or  consent  shall  be required by  this  Paragraph  1  the
affirmative vote or consent of the holders of a majority  of  all
voting  stock of this corporation, exclusive of all voting  stock
of  this  corporation of which such other corporation, person  or
entity  which  is  party  to  such transaction  is,  directly  or
indirectly, the beneficial owner.  Each such affirmative vote  or
consent  shall  be  in addition to the vote  or  consent  of  the
holders  of  any  class  or series of stock  of  the  corporation
otherwise required by law or the Certificate of Incorporation  or
the  resolution or resolutions providing for the issuance of such
class or series which have been adopted by the Board of Directors
or  any  agreement  between  the  corporation  and  any  national
securities exchange.

      2.   For  purposes  of this Article Sixth any  corporation,
person or other entity shall be deemed to be the beneficial owner
of any shares of stock of the corporation:

           (i)  which it owns directly, whether or not of record,
     or

           (ii) which it has the right to acquire pursuant to any
     agreement  or  understanding or upon exercise of  conversion
     rights,  exchange rights, warrants or options or  otherwise,
     or

            (iii)  which  are  beneficially  owned,  directly  or
     indirectly  (including shares deemed  to  be  owned  through
     application  of  clause (ii) above), by any  "affiliate"  or
     "associate" as those terms are defined in Rule 12b-2 of  the
     General  Rules and Regulations under the Securities Exchange
     Act of 1934 as in effect on March 1, 1975, or

            (iv)  which  are  beneficially  owned,  directly   or
     indirectly   (including   shares   deemed   owned    through
     application of clause (ii) above), by any other corporation,
     person  or  entity  with  which it  or  its  "affiliate"  or
     "associate"   has   any   agreement   or   arrangement    or
     understanding for the purpose of acquiring, holding,  voting
     or disposing of stock of the corporation.

          For the purposes of this Article Sixth, the outstanding
     shares  of  any class or series of stock of the  corporation
     shall include shares deemed owned through the application of
     clauses (2)(ii), (iii) and (iv) above, but shall not include
     any  other  shares  which may be issuable  pursuant  to  any
     agreement  or upon exercise of conversion rights,  warrants,
     options  or  otherwise.  As used in this Article Sixth,  the
     term "subsidiary" shall mean a corporation a majority of the
     voting  power  of the capital stock (that is,  voting  power
     entitled  to be exercised in the election of directors,  but
     excluding voting power entitled so to be exercised only upon
     the  happening  of some contingency unless such  contingency
     shall  have  occurred and is continuing) of which  shall  be
     owned  by the corporation or by one or more subsidiaries  or
     by the corporation and one or more subsidiaries.

      3.  The Board of Directors shall have the power and duty to
determine for the purposes of this Article Sixth
on the basis of information known to this corporation whether

           (i)  such  other corporation, person or  other  entity
     beneficially  owns 5% or more of the outstanding  shares  of
     any class or series of voting stock of the corporation,

           (ii) a corporation, person or entity is an "affiliate"
     or "associate" (as defined in Paragraph 2 above) of another,

           (iii) the assets being acquired by the corporation, or
     any  subsidiary thereof, have an aggregate fair market value
     of less than $5,000,000, and

           (iv)  the memorandum of understanding referred  to  in
     Paragraph  4  below  is substantially  consistent  with  the
     transaction covered thereby.

      Any such determination shall be conclusive and binding  for
all purposes of this Article Sixth.

      4.   The  provisions of Paragraph 1 of this  Article  Sixth
shall not apply to:

           (i)  any  merger or consolidation of this  corporation
     with   any  corporation,  or  any  sale  or  lease  to  this
     corporation or any subsidiary thereof of any assets  of,  or
     any  sale  or  lease by this corporation or  any  subsidiary
     thereof of any of its assets to, any corporation, person  or
     entity,  if  the Board of Directors of this corporation  has
     approved  a  memorandum  of understanding  with  such  other
     corporation,   person  or  entity  with  respect   to   such
     transaction  prior to the time that such other  corporation,
     person or entity shall have become a beneficial owner of  5%
     or  more of the outstanding shares of any class or series of
     voting stock of the corporation; or

           (ii)  any  merger or consolidation of this corporation
     with,  or  any  sale  or lease to this  corporation  or  any
     subsidiary thereof of any assets of, or any sale or lease by
     this  corporation or any subsidiary thereof of  any  of  its
     assets  to,  any corporation 40% or more of the  outstanding
     voting  stock  of which is beneficially owned,  directly  or
     indirectly, by this corporation.

      5.   The corporation shall have the right, subject  to  any
express  provisions or restrictions contained in the  Certificate
of  Incorporation or the By-laws, from time to time to amend  the
Certificate  of  Incorporation or any provision  thereof  in  any
manner  now  or  hereafter provided by law, and  all  rights  and
powers  at  any time conferred upon the Directors or stockholders
of  the  corporation by the Certificate of Incorporation  or  any
amendment thereof are subject to such right of the corporation.

      6.  Notwithstanding any other provision of this Certificate
of  Incorporation or the By-laws (and in addition  to  any  other
vote   that   may  be  required  by  law,  this  Certificate   of
Incorporation or the By-laws), there shall be required to  amend,
alter,  change  or repeal, directly or indirectly,  this  Article
Sixth  the affirmative vote or consent of (i) the holders of  80%
of  all  voting  stock  of the corporation (considered  for  this
purpose as one class) and (ii) the holders of a majority  of  all
voting  stock of the corporation (considered for this purpose  as
one  class),  exclusive of all voting stock  of  the  corporation
beneficially  owned, directly or indirectly, by any  corporation,
person  or  entity  which  is, as of  the  record  date  for  the
determination  of  stockholders  entitled  to  notice   of   such
amendment,  alteration, change or repeal and to vote  thereon  or
consent  thereto,  the beneficial owner of  5%  or  more  of  the
outstanding shares of any class or series of voting stock of  the
corporation.

      Seventh:   No action required to be taken or which  may  be
taken  at  any annual or special meeting of stockholders  of  the
corporation  may  be taken without a meeting, and  the  power  of
stockholders to consent in writing
to the taking of any action is specifically denied.

      Eighth:  No director of the corporation shall be personally
liable to the corporation or any of its stockholders for monetary
damages for breach of fiduciary duty as a director involving  any
act  or omission of any such director occurring on or after April
30,  1987; provided, however, that the foregoing provision  shall
not  eliminate or limit the liability of a director (a)  for  any
breach  of such director's duty of loyalty to the corporation  or
its stockholders, (b) for acts or omissions not in good faith  or
which involve intentional misconduct or knowing violation of law,
(c) under Title 8, Section 174 of the General Corporation Law  of
the  State of Delaware or (d) for any transaction from which such
director  derived an improper personal benefit.   Any  repeal  or
modification  of this Article Eighth by the stockholders  of  the
corporation  shall be prospective only, and shall  not  adversely
affect any limitation on the personal liability of a director  of
the   corporation  existing  at  the  time  of  such  repeal   or
modification.

                ________________________________

           (5)  This Certificate shall become effective upon  the
     filing hereof in the office of the Secretary of State of the
     State of Delaware.

      IN  WITNESS  WHEREOF,  Pennzoil  Company  has  caused  this
Restated  Certificate  of  Incorporation  to  be  signed  by  its
authorized officer this 3rd day of May, 1995.

                                PENNZOIL COMPANY


                                By: /s/ David P. Alderson, II
                                   David P. Alderson, II
                                   Group Vice President - Finance
                                                        EXHIBIT A

                   CERTIFICATE OF DESIGNATION

                               of

          SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                               of

                        PENNZOIL COMPANY

     Pursuant to Section 151 of the General Corporation Law
                    of the State of Delaware

     PENNZOIL COMPANY, a corporation organized and existing under
the  General  Corporation  Law  of  the  State  of  Delaware,  in
accordance  with  the  provisions of Section  103  thereof,  DOES
HEREBY CERTIFY:

      That  pursuant  to the authority vested  in  the  Board  of
Directors  in  accordance  with the provisions  of  the  Restated
Certificate  of Incorporation of the said Corporation,  the  said
Board  of  Directors  on October 28, 1994 adopted  the  following
resolution creating a series of 750,000 shares of Preferred Stock
designated as "Series A Junior Participating Preferred Stock":

           RESOLVED, that pursuant to the authority vested in the
     Board  of  Directors of this Corporation in accordance  with
     the provisions of the Restated Certificate of Incorporation,
     a  series of Preferred Stock, par value $1.00 per share,  of
     the  Corporation  be  and hereby is created,  and  that  the
     designation and number of shares thereof and the voting  and
     other   powers,  preferences  and  relative,  participating,
     optional  or other rights of the shares of such  series  and
     the qualifications, limitations and restrictions thereof are
     as follows:

          Series A Junior Participating Preferred Stock

      1.  Designation  and Amount. There shall  be  a  series  of
Preferred  Stock  that shall be designated as  "Series  A  Junior
Participating  Preferred  Stock,"  and  the  number   of   shares
constituting such series shall be 750,000.  Such number of shares
may  be  increased or decreased by resolution  of  the  Board  of
Directors;  provided, however, that no decrease shall reduce  the
number of shares of Series A Junior Participating Preferred Stock
to  less  than  the number of shares then issued and  outstanding
plus  the  number of shares issuable upon exercise of outstanding
rights,  options  or warrants or upon conversion  of  outstanding
securities issued by the Corporation.

     2. Dividends and Distributions.

      (A) Subject to the prior and superior rights of the holders
of  any shares of any series of Preferred Stock ranking prior and
superior to the shares of Series A Junior Participating Preferred
Stock  with respect to dividends, the holders of shares of Series
A  Junior  Participating Preferred Stock, in  preference  to  the
holders  of  shares  of  any class or  series  of  stock  of  the
Corporation  ranking junior to the Series A Junior  Participating
Preferred  Stock, shall be entitled to receive, when, as  and  if
declared by the Board of Directors out of funds legally available
for  the purpose, quarterly dividends payable in cash on the 15th
day  of  March, June, September and December in each  year  (each
such  date  being  referred to herein as  a  "Quarterly  Dividend
Payment  Date"),  commencing  on  the  first  Quarterly  Dividend
Payment Date after the first issuance of a share or fraction of a
share  of  Series A Junior Participating Preferred Stock,  in  an
amount  per  share  (rounded to the nearest cent)  equal  to  the
greater  of  (a) $2.00 or (b) the Adjustment Number  (as  defined
below)  times  the  aggregate  per  share  amount  of  all   cash
dividends,  and  the Adjustment Number times  the  aggregate  per
share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares  of  Common
Stock  or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise), declared on the Common Stock,
par  value  $0.83 1/3 per share, of the Corporation (the  "Common
Stock")   since  the  immediately  preceding  Quarterly  Dividend
Payment  Date,  or, with respect to the first Quarterly  Dividend
Payment  Date, since the first issuance of any share or  fraction
of a share of Series A Junior Participating Preferred Stock.  The
"Adjustment  Number" shall initially be 100.  In  the  event  the
Corporation shall at any time after October 28, 1994 (the "Rights
Declaration  Date")  (i)  declare any dividend  on  Common  Stock
payable in shares of Common Stock, (ii) subdivide the outstanding
Common Stock or (iii) combine the outstanding Common Stock into a
smaller  number of shares, then in each such case the  Adjustment
Number  in  effect  immediately prior  to  such  event  shall  be
adjusted by multiplying such Adjustment Number by a fraction  the
numerator  of  which  is  the number of shares  of  Common  Stock
outstanding  immediately after such event and the denominator  of
which  is  the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

     (B) The Corporation shall declare a dividend or distribution
on  the Series A Junior Participating Preferred Stock as provided
in  paragraph (A) above immediately after it declares a  dividend
or  distribution  on  the  Common Stock (other  than  a  dividend
payable  in shares of Common Stock); provided that, in the  event
no  dividend  or  distribution shall have been  declared  on  the
Common  Stock  during the period between any  Quarterly  Dividend
Payment  Date and the next subsequent Quarterly Dividend  Payment
Date,  a  dividend  of  $2.00 per share on the  Series  A  Junior
Participating  Preferred Stock shall nevertheless be  payable  on
such subsequent Quarterly Dividend Payment Date.

      (C)  Dividends shall begin to accrue and be  cumulative  on
outstanding  shares  of  Series A Junior Participating  Preferred
Stock from the Quarterly Dividend Payment Date next preceding the
date  of  issue  of such shares of Series A Junior  Participating
Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date,
in which case dividends on such shares shall begin to accrue from
the date of issue of such shares, or unless the date of issue  is
a  Quarterly Dividend Payment Date or is a date after the  record
date  for  the  determination of holders of shares  of  Series  A
Junior  Participating  Preferred  Stock  entitled  to  receive  a
quarterly  dividend  and before such Quarterly  Dividend  Payment
Date,  in  either of which events such dividends shall  begin  to
accrue  and  be  cumulative from such Quarterly Dividend  Payment
Date.   Accrued  but  unpaid dividends shall not  bear  interest.
Dividends  paid  on  the shares of Series A Junior  Participating
Preferred Stock in an amount less than the total amount  of  such
dividends at the time accrued and payable on such shares shall be
allocated  pro  rata  on a share-by-share basis  among  all  such
shares at the time outstanding.  The Board of Directors may fix a
record  date for the determination of holders of shares of Series
A  Junior  Participating  Preferred  Stock  entitled  to  receive
payment  of  a  dividend or distribution declared thereon,  which
record date shall be no more than 30 days prior to the date fixed
for the payment thereof.

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

      (A)  Each  share of Series A Junior Participating Preferred
Stock shall entitle the holder thereof to a number of votes equal
to  the  Adjustment Number on all matters submitted to a vote  of
the  stockholders  of  the  Corporation.   At  all  elections  of
directors  at  which the Series A Junior Participating  Preferred
Stock  shall vote together with the Common Stock (and  any  other
capital  stock of the Corporation at the time entitled  thereto),
each  share  of  Series  A Participating  Preferred  Stock  shall
entitle  the holder thereof to as many votes as shall  equal  the
Adjustment  Number multiplied by the number of  directors  to  be
elected, and such holder may cast all of such votes for a  single
director,  or may distribute them among the number  to  be  voted
for, or for any two or more of them, as such holder may see fit.

      (B)  Except  as otherwise provided herein, in the  Restated
Certificate of Incorporation or by law, the holders of shares  of
Series  A  Junior Participating Preferred Stock, the  holders  of
shares of Preference Common Stock, par value $0.83 1/3 per share,
of the Corporation ("Preference Common Stock") and the holders of
shares  of Common Stock shall vote together as one class  on  all
matters submitted to a vote of stockholders of the Corporation.

      (C)(i)  If  at  any time dividends on any Series  A  Junior
Participating Preferred Stock shall be in arrears  in  an  amount
equal to six quarterly dividends thereon, the occurrence of  such
contingency shall mark the beginning of a period (herein called a
"default  period")  that shall extend until such  time  when  all
accrued  and unpaid dividends for all previous quarterly dividend
periods  and  for the current quarterly dividend  period  on  all
shares  of  Series  A Junior Participating Preferred  Stock  then
outstanding  shall have been declared and paid or set  apart  for
payment.  During each default period, (1) the number of Directors
shall  be  increased by two, effective as of the time of election
of  such  Directors as herein provided, and (2)  the  holders  of
Preferred  Stock  (including  holders  of  the  Series  A  Junior
Participating  Preferred Stock) upon which these or  like  voting
rights  have  been  conferred and are  exercisable  (the  "Voting
Preferred Stock") with dividends in arrears in an amount equal to
six  quarterly dividends thereon, voting as a class, irrespective
of series, shall have the right to elect such two Directors.

      (ii)  During any default period, such voting right  of  the
holders of Series A Junior Participating Preferred Stock  may  be
exercised  initially  at  a special meeting  called  pursuant  to
subparagraph (iii) of this Section 3(C) or at any annual  meeting
of   stockholders,   and  thereafter  at   annual   meetings   of
stockholders,  provided  that such  voting  right  shall  not  be
exercised  unless the holders of at least one-third in number  of
the shares of Voting Preferred Stock outstanding shall be present
in person or by proxy.  The absence of a quorum of the holders of
Common  Stock  shall not affect the exercise by  the  holders  of
Voting Preferred Stock of such voting right.

      (iii)  Unless the holders of Voting Preferred Stock  shall,
during  an  existing  default period, have  previously  exercised
their right to elect Directors, the Board of Directors may order,
or  any  stockholder or stockholders owning in the aggregate  not
less  than  ten percent of the total number of shares  of  Voting
Preferred Stock outstanding, irrespective of series, may request,
the  calling  of  a  special meeting of  the  holders  of  Voting
Preferred Stock, which meeting shall thereupon be called  by  the
Chairman  of  the Board, the President, a Vice President  or  the
Secretary of the Corporation.  Notice of such meeting and of  any
annual  meeting  at which holders of Voting Preferred  Stock  are
entitled  to  vote pursuant to this paragraph (C)(iii)  shall  be
given  to  each  holder of record of Voting  Preferred  Stock  by
mailing a copy of such notice to him at his last address  as  the
same appears on the books of the Corporation.  Such meeting shall
be  called for a time not earlier than 20 days and not later than
60 days after such order or request or, in default of the calling
of  such meeting within 60 days after such order or request, such
meeting  may  be  called on similar notice by any stockholder  or
stockholders owning in the aggregate not less than ten percent of
the total number of shares of Voting Preferred Stock outstanding.
Notwithstanding  the  provisions of this paragraph  (C)(iii),  no
such special meeting shall be called during the period within  60
days  immediately preceding the date fixed for  the  next  annual
meeting of the stockholders.

      (iv)  In any default period and after the holders of Voting
Preferred  Stock  shall  have  exercised  their  right  to  elect
Directors voting as a class, (x) the Directors so elected by  the
holders of Voting Preferred Stock shall continue in office  until
their successors shall have been elected by such holders or until
the  expiration of the default period, and (y) any vacancy in the
Board  of  Directors may be filled by vote of a majority  of  the
remaining  Directors theretofore elected by the  holders  of  the
class or classes of stock which elected the Director whose office
shall  have become vacant.  References in this paragraph  (C)  to
Directors elected by the holders of a particular class or classes
of  stock  shall include Directors elected by such  Directors  to
fill  vacancies  as  provided  in clause  (y)  of  the  foregoing
sentence.

     (v) Immediately upon the expiration of a default period, (x)
the right of the holders of Voting Preferred Stock as a class  to
elect  Directors  shall  cease, (y) the  term  of  any  Directors
elected by the holders of Voting Preferred Stock as a class shall
terminate and (z) the number of Directors shall be such number as
may  be provided for in the Restated Certificate of Incorporation
or  By-Laws  irrespective of any increase made  pursuant  to  the
provisions of paragraph (C) of this Section 3 (such number  being
subject, however, to change thereafter in any manner provided  by
law  or in the Restated Certificate of Incorporation or By-Laws).
Any   vacancies  in  the  Board  of  Directors  effected  by  the
provisions  of clauses (y) and (z) in the preceding sentence  may
be filled by a majority of the remaining Directors.

      (D)  Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special
voting rights and their consent shall not be required (except  to
the extent they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.

     4. Certain Restrictions.

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

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

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

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

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

      5.  Reacquired  Shares.  Any  shares  of  Series  A  Junior
Participating Preferred Stock purchased or otherwise acquired  by
the  Corporation in any manner whatsoever shall  be  retired  and
cancelled  promptly  after  the acquisition  thereof.   All  such
shares  shall  upon  their  cancellation  become  authorized  but
unissued shares of Preferred Stock and may be reissued as part of
a  new  series of Preferred Stock to be created by resolution  or
resolutions of the Board of Directors, subject to any  conditions
and restrictions on issuance set forth herein.

      6.  Liquidation, Dissolution or Winding Up.  (A)  Upon  any
liquidation (voluntary or otherwise), dissolution or  winding  up
of  the Corporation, no distribution shall be made to the holders
of shares of stock ranking junior (either as to dividends or upon
liquidation,  dissolution or winding up) to the Series  A  Junior
Participating Preferred Stock unless, prior thereto, the  holders
of  shares of Series A Junior Participating Preferred Stock shall
have received $100 per share, plus an amount equal to accrued and
unpaid  dividends  and  distributions  thereon,  whether  or  not
declared,  to the date of such payment (the "Series A Liquidation
Preference").   Following the payment of the full amount  of  the
Series  A  Liquidation  Preference, no  additional  distributions
shall  be  made  to  the holders of shares of   Series  A  Junior
Participating Preferred Stock unless, prior thereto, the  holders
of  shares of Common Stock and Preference Common Stock shall have
received  an amount per share (the "Common Adjustment") equal  to
the  quotient  obtained by dividing (i) the Series A  Liquidation
Preference by (ii) the Adjustment Number.  Following the  payment
of the full amount of the Series A Liquidation Preference and the
Common  Adjustment in respect of all outstanding  shares  of  (1)
Series  A  Junior Participating Preferred Stock  and  (2)  Common
Stock  and Preference Common Stock, respectively, (a) holders  of
Series A Junior Participating Preferred Stock and (b) holders  of
shares of Common Stock and Preference Common Stock shall, subject
to  the  prior rights of all other series of Preferred Stock,  if
any,   ranking   prior  thereto,  receive   their   ratable   and
proportionate share of the remaining assets to be distributed  in
the  ratio of the Adjustment Number to 1 with respect to (x)  the
Series  A Junior Participating Preferred Stock and (y) the Common
Stock  and  Preference  Common  Stock,  on  a  per  share  basis,
respectively.

      (B)  In  the event, however, that there are not  sufficient
assets  available  to  permit payment in full  of  the  Series  A
Liquidation  Preference and the liquidation  preferences  of  all
other  series of Preferred Stock, if any, that rank on  a  parity
with the Series A Junior Participating Preferred Stock, then such
remaining  assets shall be distributed ratably to the holders  of
such  parity shares in proportion to their respective liquidation
preferences.   In  the  event,  however,  that  there   are   not
sufficient  assets available to permit payment  in  full  of  the
Common   Adjustment,  then  such  remaining   assets   shall   be
distributed ratably to the holders of Common Stock and Preference
Common Stock.

      (C)  Neither the merger or consolidation of the Corporation
into  or with another corporation nor the merger or consolidation
of  any  other corporation into or with the Corporation shall  be
deemed  to  be a liquidation, dissolution or winding  up  of  the
Corporation within the meaning of this Section 6, but  the  sale,
lease or conveyance of all or substantially all the Corporation's
assets  shall  be  deemed  to  be a liquidation,  dissolution  or
winding  up of the Corporation within the meaning of this Section
6.

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

      8.  Redemption.   (A) The Corporation, at its  option,  may
redeem  shares  of  the  Series A Junior Participating  Preferred
Stock  in whole at any time and in part from time to time,  at  a
redemption price equal to the Adjustment Number times the current
per  share market price (as such term is hereinafter defined)  of
the  Common  Stock on the date of the mailing of  the  notice  of
redemption,  together with unpaid accumulated  dividends  to  the
date of such redemption.  The "current per share market price" on
any  date shall be deemed to be the average of the closing  price
per  share  of such Common Stock for the ten consecutive  Trading
Days  (as such term is hereinafter defined) immediately prior  to
such date;  provided, however, that in the event that the current
per share market price of the Common Stock is determined during a
period   following  the  announcement  of  (i)  a   dividend   or
distribution  on the Common Stock other than a regular  quarterly
cash   dividend   or   (ii)  any  subdivision,   combination   or
reclassification  of such Common Stock and the  ex-dividend  date
for  such  dividend or distribution, or the record date for  such
subdivision,  combination  or reclassification,  shall  not  have
occurred  prior  to  the commencement of  such  ten  Trading  Day
period, then, and in each such case, the current per share market
price shall be properly adjusted to take into account ex-dividend
trading.  The closing price for each day shall be the last  sales
price, regular way, or, in case no such sale takes place on  such
day,  the  average of the closing bid and asked  prices,  regular
way,  in  either  case  as reported in the principal  transaction
reporting system with respect to securities listed or admitted to
trading  on the New York Stock Exchange, or, if the Common  Stock
is  not  listed  or  admitted to trading on the  New  York  Stock
Exchange, on the principal national securities exchange on  which
the  Common  Stock is listed or admitted to trading, or,  if  the
Common Stock is not listed or admitted to trading on any national
securities  exchange but sales price information is reported  for
such  security,  as  reported  by  the  National  Association  of
Securities  Dealers, Inc.  Automated Quotations System ("NASDAQ")
or   such   other  self-regulatory  organization  or   registered
securities  information processor (as such terms are  used  under
the  Securities  Exchange  Act of 1934,  as  amended)  that  then
reports  information concerning the Common Stock,  or,  if  sales
price information is not so reported, the average of the high bid
and  low asked prices in the over-the-counter market on such day,
as  reported by NASDAQ or such other entity, or, if on  any  such
date  the  Common  Stock is not quoted by any  such  entity,  the
average  of  the closing bid and asked prices as furnished  by  a
professional  market maker making a market in  the  Common  Stock
selected by the Board of Directors of the Corporation.  If on any
such  date no such market maker is making a market in the  Common
Stock,  the  fair  value  of the Common Stock  on  such  date  as
determined  in  good  faith  by the Board  of  Directors  of  the
Corporation shall be used.  The term "Trading Day" shall  mean  a
day  on which the principal national securities exchange on which
the Common Stock is listed or admitted to trading is open for the
transaction of business, or, if the Common Stock is not listed or
admitted  to trading on any national securities exchange  but  is
quoted  by NASDAQ, a day on which NASDAQ reports trades,  or,  if
the  Common Stock is not so quoted, a Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in the State  of
New  York  are  not authorized or obligated by law  or  executive
order to close.

      (B) In the event that fewer than all the outstanding shares
of  the Series A Junior Participating Preferred Stock are  to  be
redeemed, the number of shares to be redeemed shall be determined
by  the Board of Directors and the shares to be redeemed shall be
determined by lot or pro rata as may be determined by  the  Board
of Directors or by any other method that may be determined by the
Board of Directors in its sole discretion to be equitable.

      (C) Notice of any such redemption shall be given by mailing
to  the  holders  of the shares of Series A Junior  Participating
Preferred Stock to be redeemed a notice of such redemption, first
class  postage prepaid, not later than the fifteenth day and  not
earlier  than  the  sixtieth  day  before  the  date  fixed   for
redemption,  at their last address as the same shall appear  upon
the  books of the Corporation.  Each such notice shall state: (i)
the  redemption  date; (ii) the number of shares to  be  redeemed
and,  if fewer than all the shares held by such holder are to  be
redeemed,  the  number of such shares to be  redeemed  from  such
holder;  (iii)  the redemption price; (iv) the  place  or  places
where  certificates  for such shares are to  be  surrendered  for
payment  of the redemption price; and (v) that dividends  on  the
shares  to  be  redeemed will cease to accrue  on  the  close  of
business  on such redemption date.  Any notice that is mailed  in
the manner herein provided shall be conclusively presumed to have
been  duly  given, whether or not the stockholder  received  such
notice,  and  failure duly to give such notice by  mail,  or  any
defect  in  such  notice,  to  any  holder  of  Series  A  Junior
Participating  Preferred Stock shall not affect the  validity  of
the  proceedings for the redemption of any other shares of Series
A  Junior  Participating Preferred Stock that are to be redeemed.
On  or  after  the date fixed for redemption as  stated  in  such
notice,  each  holder of the shares called for  redemption  shall
surrender   the  certificate  evidencing  such  shares   to   the
Corporation  at  the place designated in such  notice  and  shall
thereupon be entitled to receive payment of the redemption price.
If  fewer than all the shares represented by any such surrendered
certificate  are  redeemed,  a new certificate  shall  be  issued
representing the unredeemed shares.

      (D)  The  shares of Series A Junior Participating Preferred
Stock  shall  not  be subject to the operation of  any  purchase,
retirement or sinking fund.

      9.  Ranking.   The Series A Junior Participating  Preferred
Stock  shall rank junior to all other series of the Corporation's
Preferred  Stock  as  to  the  payment  of  dividends   and   the
distribution of assets, unless the terms of any such series shall
provide otherwise, and shall rank senior to the Common Stock  and
Preference Common Stock as to such matters.

      10.  Amendment.  At any time that any shares  of  Series  A
Junior   Participating  Preferred  Stock  are  outstanding,   the
Restated  Certificate of Incorporation of the  Corporation  shall
not  be  amended  in any manner which would materially  alter  or
change the powers, preferences or special rights of the Series  A
Junior  Participating  Preferred  Stock  so  as  to  affect  them
adversely  without  the affirmative vote  of  the  holders  of  a
majority  or  more of the outstanding shares of Series  A  Junior
Participating Preferred Stock, voting separately as a class.

      11.  Fractional  Shares.   Series  A  Junior  Participating
Preferred Stock may be issued in fractions of a share that  shall
entitle  the  holder,  in proportion to such holder's  fractional
shares, to exercise voting rights, receive dividends, participate
in  distributions and to have the benefit of all other rights  of
holders of Series A Junior Participating Preferred Stock.