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                                                                     EXHIBIT 3.1

                          COMMONWEALTH OF PUERTO RICO
                        CERTIFICATE OF INCORPORATION OF
                             DORAL PROPERTIES, INC.


         The undersigned, for the purpose of organizing a corporation under the
General Corporations Law of 1995 of the Commonwealth of Puerto Rico (the
"General Corporations Law"), does execute this Certificate of Incorporation and
does hereby certify as follows:

         FIRST: The name of this corporation is: Doral Properties, Inc.
(hereinafter referred to as the "Corporation").

         SECOND: The physical and mailing address of the corporation's
designated office in the Commonwealth of Puerto Rico is: 1159 Franklin D.
Roosevelt Avenue, San Juan, Puerto Rico 00920. The Resident Agent at such
office is Zoila Levis.

         THIRD: The Corporation is organized for the purpose of transacting any
and all lawful business and engaging in any lawful act or activity for which
corporations may be organized under the General Corporations Law. The
Corporation is to be carried on for pecuniary profit.

         FOURTH: The total number of shares of capital stock which the
Corporation is authorized to issue is 10,000 shares of common stock and the par
value of each such share is $0.01.

         FIFTH: The name and mailing and physical address of the sole
incorporator of the Corporation is:

                               Amneriz E. Veloso
                              Banco Popular Center
                            209 Munoz Rivera Avenue
                                   Suite 1901
                          San Juan, Puerto Rico 00918

         SIXTH: The following provisions are included for the further
definition, and not in limitation, of the powers of the Corporation and of its
directors and stockholders:


         1.       The number of directors of the Corporation shall be such as
                  from time to time shall be fixed by, or in the manner


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                  provided in, the by-laws. Election of directors need not be
                  by written ballot unless the by-laws so require.

         2.       The Board of Directors shall have the power, without the
                  assent or vote of the stockholders, to make, alter, amend,
                  change, add to or repeal the by-laws of the Corporation; to
                  fix and vary the amount to be reserved for any proper
                  purpose; to authorize and cause to be executed mortgages and
                  liens upon all or any part of the property of the
                  Corporation; to determine the use and disposition of its
                  surplus or net profits; and to fix the times for the
                  declaration and payment of dividends.

         3.       The directors in their discretion may submit any contract or
                  act for approval or ratification at any annual meeting of the
                  stockholders or at any meeting of the stockholders called for
                  the purpose of considering any such act or contract, and any
                  contract or act that shall be approved or ratified by the
                  vote of the holders of a majority of the stock of the
                  Corporation which is represented in person or by proxy at
                  such meeting and entitled to vote thereat (provided that a
                  lawful quorum of stockholders be there represented in person
                  or by proxy) shall be as valid and as binding upon the
                  Corporation and upon all the stockholders as though it had
                  been approved or ratified by every stockholder of the
                  Corporation, whether or not the contract or act would
                  otherwise be open to legal attack because of a director's
                  interest, or for any other reason.

         4.       In addition to the powers and authorities hereinbefore or by
                  law expressly conferred upon the directors of the
                  Corporation, the directors are hereby empowered to exercise
                  all such powers and do all such acts and deeds as may be
                  exercised or done by the Corporation; subject, nevertheless,
                  to the provisions of the statutes of the Commonwealth of
                  Puerto Rico, this certificate, and any by-laws from time to
                  time adopted by the stockholders; provided, however, that no
                  by-laws so adopted shall invalidate any prior act of the
                  directors which would have been valid if such by-laws had not
                  been adopted.


         SEVENTH: A director of this Corporation shall not be personally liable
to the Corporation or its stockholders for


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monetary damages for breach of fiduciary duty as a director, except to the
extent such exemption from liability or limitation thereof is not permitted
under the General Corporations Law, as the same exists or may hereafter be
amended. Any amendment, modification or repeal of the foregoing sentence shall
not adversely affect any right or protection of a director of the Corporation
existing hereunder with respect to any act or omission occurring prior to or at
the time of such amendment, modification or repeal.

         EIGHTH: The Corporation shall, to the full extent permitted by Article
4.08 of the General Corporations Law, as amended from time to time, indemnify
all persons whom it may indemnify pursuant thereto under the circumstances and
in the manner provided therein.

         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 and officers are subject to this reserved
power.

         TENTH: The existence of the Corporation shall commence on the date in
which this Certificate of Incorporation is filed with the Department of State
of the Commonwealth of Puerto Rico.

         The undersigned, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporations Law,
hereby swears that the facts herein stated are true, this 21st day of July,
1999.


                               /s/ Amneriz E. Veloso
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                               Amneriz E. Veloso