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                                                                     EXHIBIT 3.2

                               State of Delaware
                        Office of the Secretary of State   Page 1
                        --------------------------------



     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "SFG CAPITAL CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF JULY, A.D. 1997, AT 2:30 O'CLOCK P.M.




                     [GREAT SEAL OF THE STATE OF DELAWARE]



                                             EDWARD J. FREEL
                            [SEAL]           -----------------------------------
                                             Edward J. Freel, Secretary of State
                                                                                
2772269  8100                                AUTHENTICATION: 8919230
                                                                                
981056959                                    DATE: 02-12-98
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                          CERTIFICATE OF INCORPORATION
                                       OF
                            SFG CAPITAL CORPORATION
                                        
                            (Pursuant to Section 102
                    of the Delaware General Corporation Law)



     THE UNDERSIGNED, in order to form a corporation for the purposes
hereinafter stated, under and pursuant to the provisions of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

     FIRST: The name of the Corporation is SFG Capital Corporation.

     SECOND: The address of its registered office in the State of Delaware is
1209 Orange Street, City of Wilmington, County of New Castle. The name of its
registered agent as 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 which the Corporation is authorized to
issue is 1,000 shares of Common Stock all of which are to have a par value of
one cent ($.01) per share.
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     FIFTH: The name and mailing address of the sole incorporator are:

                    Theodore N. Farris
                    Coudert Brothers
                    1114 Avenue of the Americas
                    New York, New York 10036-7703

     SIXTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and
regulation of the powers of the Corporation, its directors and its
stockholders, it is further provided that (a) the Board of Directors of the
Corporation is expressly authorized and empowered to adopt, amend or repeal
by-laws subject to the power of the stockholders to amend or repeal by-laws
made by the Board of Directors and (b) elections of directors of the
Corporation need not be by written ballot.

     SEVENTH: To the full extent permitted by law, the Corporation shall (a)
indemnify any person or such person's heirs, distributees, next of kin,
successors, appointees, executors, administrators, legal representatives or
assigns who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that such
person is or was a director, officer, employee or agent of the Corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, domestic or foreign, against expenses, attorney's fees, court
costs, judgments, fines, amounts paid in settlement and other losses actually
and reasonably incurred by such person in connection with such action, suit or
proceeding and (b) advance expenses incurred by an officer or director in
defending such civil or criminal action,


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suit or proceeding to the full extent authorized or permitted by the laws of
the State of Delaware upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately by determined
that he is not entitled to be indemnified by the Corporation as authorized by 
Section 145 of the Delaware General Corporation Law.

     EIGHTH: A director shall have no personal liability to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director; provided, however, that the foregoing provision shall not eliminate
the liability of a director (i) for breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) for any transaction from which the director derived an improper personal
benefit or (iv) under Section 174 of the General Corporation Law of the State
of Delaware.

     NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by law, and all rights and powers conferred
herein on stockholders, directors, officers or others are subject to this
reserved power.



     IN WITNESS WHEREOF, I have hereunto set my hand this 23rd day of July,
     1997.


                                                          /s/ THEODORE N. FARRIS
                                                          ----------------------
                                                          Theodore N. Farris
                                                          Incorporator



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