EXHIBIT 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                        AMERICAN CORPORATE RECEIPTS, INC.

TO:   The Secretary of State
         State of New Jersey

     THE UNDERSIGNED, of the age of eighteen or over, for the purpose of forming
a  corporation  under  the New  Jersey  Business  Corporation  Act,  title  14A,
Corporations,  General,  of the New Jersey  Statutes,  does  hereby  execute the
following Certificate of Incorporation:

                                    ARTICLE I
                                 CORPORATE NAME

     The name of the Corporation is AMERICAN CORPORATE RECEIPTS, INC.

                                   ARTICLE II
                     REGISTERED OFFICE AND REGISTERED AGENT

     The  address of the  Corporation's  current  registered  office is 45 Essex
Street,  Millburn, New Jersey 07041. The name of its current registered agent at
that address is Susan P. Bowen.

                                   ARTICLE III
                                CORPORATE PURPOSE

     The  purposes  for which the  Corporation  is organized is to engage in any
activities for which corporations may be organized under the New Jersey Business
Corporation Act, title 14A, Corporations, General, of the New Jersey statutes.

                                   ARTICLE IV
                                  CAPITAL STOCK

     The  Corporation  is authorized to issue 1,000 shares of common stock at no
par value.
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                                    ARTICLE V
                   BOARD OF DIRECTORS AND NUMBER OF DIRECTORS

     The  number  of  directors   shall  be  governed  by  the  By-Laws  of  the
Corporation. The number of directors constituting the initial Board of Directors
shall be one.  The name and  address of the  initial  Board of  Directors  is as
follows:

         NAME                     ADDRESS

         John C. Sabo             c/o Rickel Securities, Inc.
                                  45 Essex Street
                                  Millburn, New Jersey 07041

                                   ARTICLE VI
                             LIMITATION OF LIABILITY

     Subject to the  following,  a director or officer  shall not be  personally
liable to the Corporation or its shareholders for any breach of any duty owed to
the Corporation or its shareholders.  The preceding sentence shall not relieve a
director or officer from  liability  for any breach of duty based upon an act or
omission (i) in breach of such  person's duty of loyalty to the  Corporation  or
its shareholders, (ii) not in good faith or involving a knowing violation of law
or (iii) resulting in receipt by such person of an improper personal benefit. If
the New Jersey  Business  Corporation  Act is amended to  authorize  a corporate
action further  eliminating  or limiting the personal  liability of directors or
officers, then the liability of a director or officer or both of the Corporation
shall be eliminated or limited to the fullest extent permitted by the New Jersey
Business  Corporation  Act as so  amended.  No  amendment  to or  repeal of this
Certificate  of  Incorporation  shall apply to or have any adverse effect on the
liability or alleged liability of any director or officer for or with respect to
any acts or  omissions  of such  director  or  officer  occurring  prior to such
amendment or repeal.

                                   ARTICLE VII
                       INDEMNIFICATION OF CORPORATE AGENTS

     Every  Corporate  Agent of the Corporation who was or is made a party or is
threatened  to be made a party to or is involved in any  proceeding by reason of
his or her  service  as a  Corporate  Agent,  whether  or not the  basis of such
proceeding is an alleged action in an official capacity as a director,  officer,
employee or agent or in any other capacity (including service with respect to an
employee  benefit  plan),   shall  be  indemnified  and  held  harmless  by  the
Corporation  to  the  fullest  extent  permitted  by  the  New  Jersey  Business
Corporation  Act, as the same exists today or may  hereafter be amended (but, in
the case of any such amendment,  only to the extent that such amendment  permits
the  Corporation to provide broader  indemnification  rights than the New Jersey
Business  Corporation  Act  permitted the  Corporation  to provide prior to such
amendment),  against all Expenses and Liabilities  (including without limitation
ERISA excise taxes or  penalties).  The rights  provided  herein are intended to
extend to all Proceedings (including,


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<PAGE>

without limitation,  Proceedings by or in the right of the Corporation), and the
indemnification  against Expenses and Liabilities in connection with Proceedings
by or in the  right  of the  Corporation  is  specifically  provided  for to the
fullest  extent  permitted  by  law.  The  rights  to  indemnification  provided
hereunder shall also include the right to advancement of expenses to the fullest
extent  permitted by law. The rights  provided  hereunder  shall not exclude any
other rights to which a Corporate Agent may be entitled under the By-Laws of the
Corporation or under any agreement, vote of shareholders or otherwise.

     All terms not defined  hereby are used in accordance  with the  definitions
contained in the New Jersey Business Corporation Act at N.J.S.A. ss.14A:3-5(1).

                                  ARTICLE VIII
                        NAME AND ADDRESS OF INCORPORATOR

     The name and address of the incorporator shall be David F. Broderick, Esq.,
c/o McCarter & English, Four Gateway Center, 100 Mulberry Street, Twelfth Floor,
Newark, New Jersey 07101-0652.

                                   ARTICLE IX
                              DATE OF INCORPORATION

     The effective date of this  Certificate of Incorporation is the date of its
filing with the Secretary of State.

     IN WITNESS WHEREOF,  the  undersigned,  the incorporator of the above named
Corporation,  has hereunto signed this  Certificate of Incorporation on the 27th
day of October, 1997.


                                          /S/      DAVID F. BRODERICK
                                          --------------------------------------
                                                   DAVID F. BRODERICK, ESQ.


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                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                        AMERICAN CORPORATE RECEIPTS INC.

        Pursuant to the provisions of Section  14A:9-2(1) and Section 14A:9-4(1)
of the  New  Jersey  Business  Corporation  Act,  the  undersigned  incorporator
executes this  Certificate of Amendment to the Certificate of  Incorporation  of
American Corporate Receipts Inc.:

1. The name of the  corporation  is  "AMERICAN  CORPORATE  RECEIPTS,  INC." (the
"Corporation").

2. The  Corporation's  Certificate of  Incorporation is amended in the following
manner: Article III of the Corporation's Certificate of Incorporation is deleted
and replaced with the following new Article III:

                                   ARTICLE III
                                CORPORATE PURPOSE

                The purpose of the  Corporation is to engage solely in
        the following  activities:  (a) acting as settlor or depositor
        of  trusts  formed  to  issue  participation  certificates  or
        receipts representing  beneficial ownership interests in bonds
        held by such  trusts;  and (b)  engaging in any  activity  and
        exercising any powers permitted to corporations under the laws
        of the State of New Jersey that are incident to the  foregoing
        and necessary or convenient to accomplish the foregoing.

        3. The amendment to the  Corporation's  Certificate of Incorporation set
forth in this Certificate of Amendment is hereby made by the Corporation's  sole
incorporator  before  the  organizational   meeting  of  the  Directors  of  the
Corporation.

        IN WITNESS  WHEREOF,  the  undersigned  Incorporator  has executed  this
certificate this 31st day of December, 1997.


                                            /S/ DAVID F. BRODERICK
                                            ----------------------
                                                David F. Broderick,
                                                Incorporator