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                                                                   Exhibit 3.2


     The following Restated Certificate of Incorporation, as amended, is
compiled from the most recent official Restated Certificate of Incorporation and
subsequent Amendments.

                                   RESTATED
                         CERTIFICATE OF INCORPORATION
                                 (AS AMENDED)
                                      OF
                            VINTAGE PETROLEUM, INC.


     FIRST.  The name of the Corporation is VINTAGE PETROLEUM, INC.

     SECOND.  The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle, Delaware 19801. 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.  In furtherance of the objects and purposes of the Corporation, the
Corporation shall have all the powers and privileges granted by the General
Corporation Law of the State of Delaware, by any other law, or by this
Certificate of Incorporation, including, but without limitation, the following
powers, among others:

     (a)  To purchase or otherwise acquire, own, use, lease as lessor, lease as
lessee, sell or otherwise dispose of, develop, improve, maintain, mortgage,
pledge, encumber, hypothecate and otherwise deal in and with oil, gas,
petroleum, coal, sulphur, helium, hydrocarbons, natural resources, and other
mineral rights, leases, interests, claims, concessions, and fee lands, together
with all real property of whatsoever kind or nature; to find, locate, prospect
for, mine, drill for, explore for, produce, exploit, extract, and obtain oil,
gas, petroleum, coal, sulphur, helium, hydrocarbons, or any other minerals or
natural resources, and to that end, to drill wells or to sink shafts for the
same and to develop and improve all lands, leases, rights or claims wherever the
same may be found;

     (b)  To produce, mine, extract and recover oil, gas, petroleum, coal,
sulphur, helium, hydrocarbons, or other minerals or natural resources of every
kind and nature, and to market, store, treat, refine, process, distill,
transport, manufacture, purchase, sell, distribute, lease, trade, or otherwise
deal in and with the same and any and all derivatives thereof or products
therefrom; and in connection therewith, to build, purchase, or otherwise
acquire, lease as lessor, lease as lessee, maintain, operate, own, use,
mortgage, pledge, encumber, hypothecate, sell or otherwise dispose of, and to
deal in or with any and all necessary or convenient machinery, equipment,
apparatus, refineries, wells, mines, pumps, compressors, facilities, fixtures,
pipelines, lateral lines, gathering lines, storage tanks, appliances, materials,
buildings, plants, properties of every kind and nature, or appurtenances
thereto;
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     (c)  To organize, promote, manage and participate in oil, gas, petroleum,
coal, sulphur, helium, hydrocarbons, or other mineral or natural resource
drilling, exploration, mining and/or development programs, partnerships or
ventures and, to that end, to participate in the same as a partner, agent,
manager, participant, or otherwise, and to offer, issue, sell, register,
guarantee, underwrite, transfer, convey, assign, hypothecate, exchange, accept,
deliver and otherwise deal in and with such programs, partnerships or ventures,
or securities, leases, properties or interests pertaining thereto;

     (d)  To generally engage in and carry on the business of exploration,
production, development and marketing of oil, gas, petroleum, coal, sulphur,
helium, hydrocarbons, or other minerals or natural resources of every kind and
description whatsoever;

     (e)  To generally carry on the business of buying, selling, leasing (as
lessor or lessee), dealing in and with, or otherwise investing in real estate,
oil, gas, petroleum, coal, sulphur, helium, hydrocarbons, and all other minerals
and natural resources;

     (f)  To perform any of the above enumerated objects and purposes either in
an individual capacity or as agent, manager or operator for any domestic or
foreign corporation, company, partnership, venture, association, trust, firm
or person;

     (g)  To engage in any other business incidental to, or connected with, or
similar to, the business of the Corporation set forth above;

     (h)  To do any and all things necessary or convenient to the business of
the Corporation as authorized by law; and

     (i)  To borrow or raise money and otherwise contract indebtedness for any
of the purposes of the Corporation; to draw, make, accept, endorse, execute and
issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures
and other negotiable or non-negotiable instruments and evidences of
indebtedness; and to secure the payment of any of the foregoing and of the
interest thereon by mortgage, pledge, assignment, deed of trust or lien of or
upon any or all of the corporate property (real, personal or mixed), whether at
the time owned or thereafter acquired, and to sell, pledge or otherwise dispose
of such bonds or other obligations of the Corporation for its corporate
purposes.

     FIFTH.  (a)  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is one hundred sixty-five million
(165,000,000) shares consisting of one hundred sixty  million (160,000,000)
shares of Common Stock, having a par value of One-Half Cent ($.005) per share,
and five million (5,000,000) shares of Preferred Stock, having a par value of
One Cent ($.01) per share.

     (b)  Each share of Common Stock shall entitle the registered holder thereof
to one vote on all matters brought before the stockholders of the Corporation
for a vote.

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     (c)  The Corporation may issue one or more series of Preferred Stock, each
such series to consist of such number of shares as shall be determined by
resolution of the Board of Directors creating such series.  The Preferred Stock
of each such series shall have such voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating,
optional, redemption, conversion, exchange or other special rights, and
qualifications, limitations or restrictions thereof, as shall be stated and
expressed by the Board of Directors in the resolution or resolutions providing
for the issuance of such series of Preferred Stock pursuant to the authority to
do so which is hereby expressly vested in the Board of Directors.

     (d)  Upon adoption by the Board of Directors of a resolution or resolutions
regarding Preferred Stock, a Certificate of Designation of Preferences and
Rights of Preferred Stock, setting forth the voting powers, designations,
preferences, rights, qualifications and limitations with respect to Preferred
Stock, shall be filed with the appropriate Delaware authorities, and, once
filed, such Certificate of Designation shall be incorporated as an integral part
of this Article Fifth and may not be amended or changed without the consent of a
majority of the outstanding shares of such series of Preferred Stock then
outstanding.

     (e)  Except as otherwise provided in any resolution or resolutions of the
Board of Directors providing for the issuance of any particular series of
Preferred Stock, the number of shares of stock of any such series so set forth
in such resolution or resolutions may be increased (but not above the total
number of authorized shares of Preferred Stock) or decreased (but not below the
number of shares of such series then outstanding) by a resolution or resolutions
likewise adopted by the Board of Directors.

     (f)  Except as otherwise provided in any resolution or resolutions of the
Board of Directors providing for the issuance of any particular series of
Preferred Stock, Preferred Stock redeemed or otherwise acquired by the
Corporation shall assume the status of authorized but unissued Preferred Stock
and shall be unclassified as to series and may thereafter, subject to the
provisions of this Article Fifth  and to any restrictions contained in any
resolution or resolutions of the Board of Directors providing for the issuance
of any such series of Preferred Stock, be reissued in the same manner as other
authorized but unissued Preferred Stock.

     SIXTH.  The Corporation is to have perpetual existence.

     SEVENTH.  The private property of the stockholders shall not be subject to
the payment of corporate debts to any extent whatever.

     EIGHTH.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, alter or
repeal the By-Laws of the Corporation.

     NINTH.  Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application

                                      -3-
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of any receiver or receivers appointed for the Corporation under the provisions
of Section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for the Corporation
under the provisions of Section 279 of Title 8 of the Delaware Code, order a
meeting of the creditors or class of creditors and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

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

     ELEVENTH.  The Corporation reserves the right to amend, alter, change or
repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

     TWELFTH.  To the fullest extent permitted by the General Corporation Law of
the State of Delaware, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director.  No amendment to or repeal of this Article Twelfth shall apply to, or
have any effect on, the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

     THIRTEENTH.  The business of the Corporation shall be managed under the
direction of a Board of Directors in accordance with the following:

     (a)  The number of directors constituting the entire Board of Directors
shall be not less than three (3) directors, nor more than fifteen (15)
directors, the exact number within such limits to be determined from time to
time by resolution adopted by the affirmative vote of a majority of the entire
Board of Directors, provided however, that the number of directors shall not be
reduced so as to shorten the term of any director at that time in office, and
provided further, that the number of directors constituting the entire Board of
Directors shall be six (6) until otherwise fixed by a majority of the entire
Board of Directors.

     (b)  The Board of Directors shall be divided into three classes, designated
Class I, Class II and Class III.  All classes shall be as nearly equal in number
as possible, and no class shall include less than one (1) director.  The terms
of office of the directors initially classified shall be as follows:

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at the 1990 annual meeting of stockholders, Class I directors shall be elected
for a one-year term expiring at the next annual meeting of stockholders; Class
II directors for a two-year term expiring at the second succeeding annual
meeting of stockholders; and Class III directors for a three-year term expiring
at the third succeeding annual meeting of stockholders. At each annual meeting
of stockholders after such initial classification, directors to replace those
whose terms expire at such annual meeting shall be elected to hold office until
the third succeeding annual meeting. Each director shall hold office until the
expiration of that director's term and until that director's successor is
elected and qualifies or until that director's earlier death, resignation or
removal. If the number of directors is changed in accordance with the terms of
this Certificate of Incorporation, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal in number as possible.

     (c)  Nominations of candidates for election as directors of the Corporation
at any meeting of the stockholders at which election of one or more directors
shall be held (an "Election Meeting") may be made by or at the direction of the
Board of Directors or by any stockholder entitled to vote at such Election
Meeting, in accordance with the following procedures.  Nominations made by or at
the direction of the Board of Directors may be made at any time.  At the request
of the Secretary of the Corporation, each proposed nominee shall provide the
Corporation with such information concerning the proposed nominee as is
required, under the rules of the Securities and Exchange Commission, to be
included in the Corporation's proxy statement soliciting proxies for the
nominee's election as a director.  Nominations, other than those made by or at
the direction of the Board of Directors, shall be made pursuant to timely notice
in writing to the Secretary of the Corporation.  Not less than forty-five (45)
days nor more than ninety (90) days prior to the date of the Election Meeting
any stockholder who intends to make a nomination at the Election Meeting shall
deliver a notice to the Secretary of the Corporation setting forth (1) the name,
age, business address and residence address of each nominee proposed in such
notice, (2) the principal occupation or employment of each such nominee, (3) the
number and type of shares of stock of the Corporation which are beneficially
owned by each such nominee, and (4) such other information concerning each such
nominee as would be required, under the rules of the Securities and Exchange
Commission, in a proxy statement soliciting proxies for the election of such
nominees.  Such notice shall include a signed consent of each such nominee to
serve as a director of the Corporation, if elected.  In the event that a person
who is validly designated as a nominee in accordance with this paragraph shall
thereafter become unable or unwilling to stand for election to the Board of
Directors, the Board of Directors may designate a substitute nominee.  If the
Chairman of the Election Meeting determines that a nomination was not made in
accordance with the foregoing procedures, such nomination shall be void.

     (d)  Any vacancies in the Board of Directors for any reason, and any
directorships resulting from any increase in the number of directors, may be
filled by the Board of Directors, acting by a majority of the directors then in
office, although less than a quorum, and any director so chosen shall hold
office until the next election of the class for which such director shall have
been chosen and until such director's successor shall be elected and shall
qualify.

                                      -5-
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     (e)  Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), any director or the entire
Board of Directors may be removed at any time by the affirmative vote of a
majority of the outstanding shares of stock of the Corporation entitled to vote
on that matter, but only for cause.

     (f)  Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation applicable thereto (including the
resolutions adopted by the Board of Directors pursuant to Article Fifth), and
such directors so elected shall not be divided into classes pursuant to
paragraph (b) of this Article Thirteenth unless expressly provided by such
terms.

     (g)  Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), any proposal to amend or
repeal, or adopt any provision inconsistent with, this Article Thirteenth or any
provision hereof shall require the affirmative vote of the holders of seventy-
five percent (75%) or more of the outstanding shares of stock of the Corporation
entitled to vote on such matter.

     FOURTEENTH.  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, without
a meeting, to the taking of any action is specifically denied.

     FIFTEENTH.  (a)  In addition to any affirmative vote required by law, by
this Certificate of Incorporation or otherwise, and except as expressly provided
in paragraph (b) of this Article Fifteenth, approval of any Business Combination
(such term and other capitalized terms used in this Article Fifteenth being
defined in paragraph (c) of this Article Fifteenth) shall require the
affirmative vote of at least two-thirds of the Voting Shares, voting together as
a single class, excluding Voting Shares beneficially owned by the Interested
Stockholder involved in such Business Combination. Such affirmative vote shall
be required notwithstanding the fact that no vote may be required or that a
lesser percentage or a separate class vote may be specified by law, agreement or
otherwise.

     (b)  Paragraph (a) of this Article Fifteenth shall not apply to a
particular Business Combination, if all of the conditions specified in either
subparagraph (1) or (2) below are met:

          (1)  The Business Combination has been approved by a majority of the
     Continuing Directors; or

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          (2)  Both of the following conditions are met:
               ----

               (A)  The aggregate amount of cash and the Fair Market Value,
          determined 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 highest of the following:

                    (i)    The highest per share price (including any
               brokerage commissions, transfer taxes and soliciting dealers'
               fees) paid by the Interested Stockholder for any Voting Shares
               acquired by it (a) within the two-year period immediately prior
               to the date of the first public announcement of the proposed
               Business Combination, or (b) in the transaction in which it
               became an Interested Stockholder, whichever is higher;

                    (ii)   The Fair Market Value per share of Common Stock on
               the date of the first public announcement of the proposed
               Business Combination or on the date on which the Interested
               Stockholder became an Interested Stockholder, whichever is
               higher; or

                    (iii)  The per share book value of the Common Stock as
               reported at the end of the fiscal quarter immediately preceding
               the date of the first public announcement of the proposed
               Business Combination.

          The price determined in accordance with clauses (i), (ii) and (iii)
          above shall be subject to appropriate adjustment in the event of any
          stock split, stock dividend, subdivision or reclassification with
          respect to Common Stock.

               (B)  The consideration, to be received by holders of Common Stock
          in the Business Combination shall be either all cash or cash and non-
          cash consideration in the same form as previously paid by the
          Interested Stockholder in connection with its acquisition of
          Beneficial Ownership of shares of Common Stock of the Corporation.  If
          the consideration paid for the Common Stock by the Interested
          Stockholder varied as to form, the form of consideration to be paid in
          the Business Combination shall be either cash or the same type of
          consideration used to acquire the largest number of shares of Common
          Stock previously acquired by the Interested Stockholder.  The non-cash
          portion, if any, of the consideration to be paid in the Business
          Combination shall not be greater than the non-cash portion of
          consideration paid by the Interested Stockholder in connection with
          its acquisition of Beneficial Ownership of the largest number of
          shares of Common Stock of the Corporation. The value of any non-cash
          consideration to be paid in the Business Combination shall be
          determined as of the date of consummation of the Business Combination.

     (c)  For the purposes of this Article Fifteenth, the following terms when
capitalized shall have the following meanings:

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          (1)  "Affiliate" of any Person shall mean and include any other Person
     that, directly or indirectly, or through one or more intermediaries,
     controls, or is controlled by, or is under common control with such Person,
     including without limitation an officer, director, general partner or
     Beneficial Owner of ten percent (10%) or more of any class of equity
     securities of such Person or any parent or Subsidiary thereof, and the
     spouse or other relative who has the same home as such Person.

          (2)  "Beneficial Owner" of a Voting Share shall mean a Person and its
     Affiliates who, directly or indirectly, have:

               (A)  The power to vote or direct the voting of such Voting Share;

               (B)  Investment power to dispose of or direct the disposition of
          such Voting Share; or

               (C)  The right to become the Beneficial Owner of such Voting
          Share within sixty (60) days.

          (3)  "Business Combination" shall mean any of the following:

               (A)  Any merger or consolidation of the Corporation or any
          Subsidiary with or into (i) any Interested Stockholder or (ii) any
          other corporation which is or, after such merger or consolidation,
          would be an Interested Stockholder or an Affiliate of an Interested
          Stockholder;

               (B)  Any sale, lease, exchange, mortgage, pledge, transfer or
          other disposition to or with any Interested Stockholder or any
          Affiliate of any Interested Stockholder of any assets of the
          Corporation or any Subsidiary having an aggregate Fair Market Value of
          One Million Dollars ($1,000,000) or more in one transaction or a
          series of related transactions;

               (C)  The issuance or transfer by the Corporation or any
          Subsidiary of any securities of the Corporation or any Subsidiary to
          any Interested Stockholder or any Affiliate of any Interested
          Stockholder in exchange for cash, securities or other property (or a
          combination thereof) having an aggregate Fair Market Value of One
          Million Dollars ($1,000,000) or more in one transaction or a series of
          related transactions;

               (D)  Adoption of any plan for the liquidation or dissolution of
          the Corporation proposed by or on behalf of any Interested Stockholder
          or any Affiliate of any Interested Stockholder;

               (E)  Any reclassification of securities (including any stock
          split or reverse stock split) or recapitalization of the Corporation,
          or any merger or consolidation of

                                      -8-
<PAGE>

          the Corporation with any Subsidiary or any similar transaction
          (whether or not with or into or otherwise involving an Interested
          Stockholder) which has the effect, directly or indirectly, of
          increasing the proportionate share of the outstanding shares of any
          class of equity or convertible securities of the Corporation or any
          Subsidiary which is directly or indirectly owned by any Interested
          Stockholder or any Affiliate of any Interested Stockholder; or

               (F)  Any agreement, contract or other arrangement providing for
          any of the transactions described in this definition of Business
          Combination.

          (4)  "Continuing Director," with respect to any particular Business
     Combination with, or proposed by or on behalf of, any Interested
     Stockholder or any Affiliate of any Interested Stockholder or any person
     who thereafter would be an Affiliate of any Interested Stockholder, means
     any member of the Board of Directors of the Corporation, while such person
     is a member of the Board of Directors, who is not an Affiliate or
     representative of such Interested Stockholder and was a member of the Board
     of Directors prior to the time that such Interested Stockholder became an
     Interested Stockholder, and any successor of a Continuing Director, while
     such successor is a member of the Board of Directors, who is not an
     Affiliate or representative of such Interested Stockholder and is
     recommended or elected to succeed the Continuing Director by a majority of
     Continuing Directors.

          (5)  "Fair Market Value" shall mean:

               (A)  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-
          Listed Stocks, 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 sale price with respect to a share of stock during
          the 30-day period preceding the date in question as reported by the
          National Association of Securities Dealers, Inc. Automated Quotation
          System ("NASDAQ") or any similar system then in use, or if no such
          sale prices are available, the highest of the means between the last
          reported bid and ask price with respect to a share of such stock on
          each day during the 30-day period preceding the date in question as
          reported by NASDAQ, or if no such quotations are available, the fair
          market value on the date in question of a share of such stock as
          determined in good faith by a majority of the Continuing Directors;
          and

               (B)  In the case of property other than cash or stock, the fair
          market value of such property on the date in question as determined in
          good faith by a majority of the Continuing Directors.

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          (6)  "Interested Stockholder" shall mean any Person (other than the
     Corporation or any corporation of which a majority of each class of equity
     securities is owned, directly or indirectly, by the Corporation) which, as
     of the record date for the determination of stockholders entitled to notice
     of and to vote on a Business Combination, or immediately prior to the
     consummation of any such transaction:

               (A)  Is the Beneficial Owner, directly or indirectly, of more
          than ten percent (10%) of the Voting Shares; or

               (B)  Is an Affiliate of the Corporation and at any time within
          two years prior thereto was the Beneficial Owner, directly or
          indirectly, of not less than ten percent (10%) of the then outstanding
          Voting Shares; or

               (C)  Is an assignee of or successor in interest to any shares of
          capital stock of the Corporation which were at any time within two
          years prior thereto Beneficially Owned by any  Interested Stockholder,
          and 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.

          (7)  "Person" shall mean any individual, corporation, partnership or
     other entity.

          (8)  "Subsidiary" shall mean any corporation of which a majority of
     the outstanding shares of any class of equity securities is owned directly
     or indirectly by the Corporation.

          (9)  "Voting Shares" shall mean all issued and outstanding shares of
     equity securities and all rights to acquire any equity securities which are
     generally entitled to vote in the election of directors.  The number of
     Voting Shares deemed to be outstanding shall include shares of which an
     Interested Stockholder is deemed to be the Beneficial Owner, but shall not
     include any other Voting Shares which may be issuable to other persons
     pursuant to any agreement, arrangement or understanding, or upon exercise
     of conversion rights, warrants or options, or otherwise.

          (10) In the event of any Business Combination in which the Corporation
     survives, the phrase "consideration other than cash to be received," as
     used in paragraph (b)(2)(A) of this Article Fifteenth, shall include the
     shares of Common Stock and/or the shares of any other class or series of
     capital stock retained by the holders of such shares.

     (d)  A majority of the Continuing Directors shall have the power and duty
to determine in good faith, for the purposes of this Article Fifteenth, on the
basis of information known to them, (1) whether a Person is an Interested
Stockholder, (2) the number of Voting Shares of which any Person is the
Beneficial Owner, (3) whether a Person is an Affiliate of another, (4) whether a
Person has the power to vote or dispose of Voting Shares or to direct the voting
or disposition of Voting Shares, (5) whether the assets subject to any Business
Combination or the consideration received for

                                      -10-
<PAGE>

the issuance or transfer of securities by the Corporation or any Subsidiary in
any Business Combination has an aggregate Fair Market Value of One Million
Dollars ($1,000,000) or more, or (6) whether a Person has the right to become
the Beneficial Owner of Voting Shares. A majority of the entire Board of
Directors shall have the power and duty to determine in good faith, for the
purposes of this Article Fifteenth, on the basis of information known to them,
whether a director is a Continuing Director.

     (e)  Nothing contained in this Article Fifteenth shall be  construed to
relieve any Interested Stockholder from any fiduciary  obligation imposed by
law.

     (f)  Notwithstanding any other provisions of this Certificate of
Incorporation or the By-Laws of the Corporation (and notwithstanding the fact
that a lesser percentage may be specified by law, this Certificate of
Incorporation or the By-Laws of the Corporation), any proposal to amend, repeal,
or adopt any provision inconsistent with, this Article Fifteenth or any
provision hereof shall require the affirmative vote of the holders of seventy-
five percent (75%) or more of the Voting Shares, voting together as a single
class, excluding, when such proposal is made by or on behalf of an Interested
Stockholder or its Affiliates, the Voting Shares beneficially owned by such
Interested Stockholder, unless such amendment, repeal or adoption is declared
advisable by the affirmative vote of (1) two-thirds of the entire Board of
Directors, and (2) a majority of the Continuing Directors.

                            *          *          *

                                      -11-