<PAGE>
                                                                     Exhibit 3.1


                            CERTIFICATE OF INCORPORATION
                                          
                                         OF
                                          
                                CHARTER STEEL, INC.


          I, 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, do hereby certify as follows:

          FIRST:    The name of the corporation is Charter Steel, Inc.

          SECOND:   The registered office of the corporation is to be located at
229 South State Street, in the City of Dover, in the County of Kent, in the
State of Delaware.  The name of its registered agent at that address in The
Prentice-Hall Corporation System, Inc.

          THIRD:    The purpose of the corporation is to engage in any lawful
act or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware.

          Without limiting in any manner the scope and generality of the
foregoing, it is hereby provided that the corporation shall have the power to do
all and everything necessary suitable and proper for the accomplishment of any
of the purposes or the attainment of any of the objects or the furtherance of
any of the powers of which a corporation may be organized under the General
Corporation Law of the State of Delaware, whether alone or in association with
other corporations, firms or individuals, and to do every other act or acts,
thing or things incidental or appurtenant to or growing out of or connected with
the corporation's business or powers or any part or parts thereof, provided the
same be not inconsistent with said General Corporation Law; and it shall have
the power to conduct and carry on its business, or any part thereof, and to have
one or more offices, and to exercise any or all of its corporate powers and
rights, in the State of Delaware, and in the various other states, territories,
colonies and dependencies of the United States, in the District of Columbia, and
in all or any foreign countries.

          FOURTH:   The total number of shares of stock which the corporation is
authorized to issue is One Thousand (1,000) shares of Common Stock, par value of
$.01 per share.


                                           
<PAGE>


          FIFTH:    The name and address of the sole incorporator are as
follows:

               NAME                                ADDRESS
               ----                                -------

          Marilynn K. Beatty                 488 Madison Avenue
                                             New York, New York 10022

          SIXTH:    The following provisions are inserted for the management of
the business and for the conduct of the affairs of the corporation, and for
further definition, limitation and regulation of the powers of the corporation
and 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 provided in the by-laws. 
     Election of directors need not be by ballot unless the by-laws so provide.

          2.   The Board of Directors shall have power without the assent or
     vote of the stockholders:

               (a)  To make, alter, amend, change, add 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
          determining the use and disposition of any surplus or net profits; and
          to declare dividends; to fix the record date and the date for the
          payment of any dividends; and

               (b)  To determine from time to time whether and to what extent,
          and at what times and places, and under what conditions and
          regulations, the accounts and books of the corporation (other than the
          stock ledger) or any of them, shall be open to the inspection of the
          stockholders.

          3.   The directors in their discretion may submit any contract or act
     for approval or ratification by the written consent of the stockholders, or
     at any annual meeting of the stockholders or at any special 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
     written consent or vote of the holders of a majority of the stock of the
     corporation (which in the case of a meeting is represented in person or by
     proxy at such meeting, provided 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
     the directors' interest, or for any other reason.

          4.   In addition to the powers and authorities hereinbefore or by
     statute expressly conferred upon them, the directors are hereby empowered
     to exercise all such


                                          2
<PAGE>

     powers and do all such acts and things as may be exercised or done by the
     corporation; subject, nevertheless, to the provisions of the statutes of
     Delaware, of this certificate, and to any by-laws from time to time made by
     the stockholders; provided, however, that no by-laws so made shall
     invalidate any prior act of the directors which would have been valid if
     such by-laws had not been made.

          5.   No director of the Corporation shall be liable to the Corporation
     or its stockholders for monetary damages for any breach of fiduciary duty
     as a director, except for liability (i) for any 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) under Section 174 of the Delaware General
     Corporation Law, or (iv) for any transaction from which the director
     derived an improper personal benefit.

          SEVENTH:  The corporation shall, to the full extent permitted by
Section 145 of the General corporation Law of the State of Delaware as amended
from time to time, indemnify all persons whom it may indemnify pursuant thereto.

          EIGHTH:   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 any creditor or stockholders thereof or on the
application 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/or of the stockholders of class of stockholders of the corporation, as the
case may be, agree to any compromise or arrangement and the said reorganization
of the corporation as a 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.

          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.



                                          3
<PAGE>

          IN WITNESS WHEREOF, I have hereunto set my hand and seal this 7th day
of November, 1986.


                                        /s/ Marilynn K. Beatty
                                        -------------------------------

                                        MARILYNN K. BEATTY
                                        Sole Incorporator
















                                          4
<PAGE>

                              CERTIFICATE OF AMENDMENT
                                          
                                         OF
                                          
                            CERTIFICATE OF INCORPORATION
                                          
                                         OF
                                          
                                CHARTER STEEL, INC.

          It is hereby certified that:

          1.   The name of the corporation (herein called the "Corporation") is
Charter Steel, Inc.

          2.   The Certificate of Incorporation of the Corporation is hereby
amended by striking Article "FOURTH" thereof and by substituting in lieu of said
Article the following new Article:

               "FOURTH:  The total number of shares of stock which the
     Corporation is authorized to issue is Twenty Thousand (20,000) shares of
     Common Stock, par value of $.01 per share."

          3.   The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 241
of the General Corporation Law of the State of Delaware by unanimous written
consent of the sole Incorporator dated December 12, 1986, said amendment having
been duly adopted by the sole Incorporator prior to the election of any
directors of the Corporation and prior to the receipt of any payment for any of
the Corporation's stock.

          IN WITNESS WHEREOF, Charter Steel, Inc. has caused this Certificate to
be signed by its sole Incorporator this 12th day of December, 1986.

                                        Charter Steel, Inc.



                                        By: /s/ Marilynn K. Beatty
                                           ------------------------------
                                             Marilynn K. Beatty,
                                             Sole Incorporator


                                          5
<PAGE>


                              CERTIFICATE OF AMENDMENT
                                          
                                         OF
                                          
                            CERTIFICATE OF INCORPORATION
                                          
                                         OF
                                          
                                CHARTER STEEL, INC.

          It is hereby certified that:

          1.   The name of the corporation (herein call the "Corporation") is
Charter Steel, Inc.

          2.   The Certificate of Incorporation of the Corporation is hereby
amended by striking Article "FOURTH" thereof and by substituting in lieu of said
Article the following new Article:

               "FOURTH:  The total number of shares of stock which the
     corporation is authorized to issue is Forty Thousand (40,000) shares of
     Common Stock of which (a) twenty thousand (20,000) shall be designated
     Class A Common Stock with a par value of $.01 per share and shall entitle
     the holders thereof to one (1) vote per share, and (b) twenty thousand
     (20,000) shall be designated Class B Common Stock with a par value of $.01
     per share and shall not entitle the holders thereof to any voting rights
     with respect thereto.  Every reference in the General Corporation Law of
     the State of Delaware, this Certificate of Incorporation or the By-Laws of
     the corporation to a majority or other proportion or percentage of capital
     stock shall refer to a majority or other proportion or percentage of the
     aggregate votes of the outstanding shares of Class A Common Stock.  In
     every other respect, the rights and privileges of the shares of Class A
     Common Stock and Class B Common Stock shall be identical.  A holder of
     shares of Class B Common Stock, other than the initial holder thereof,
     shall have the right at any time and from time to time upon notice to the
     corporation to convert such shares into shares of Class A Common Stock on
     the basis of one share of Class A Common stock for each share of Class B
     Common Stock so converted.  Shares of Class B Common Stock which shall have
     been converted into shares of Class A Common Stock shall thereafter not be
     issued by the corporation.  At such time as all shares of Class B Common
     Stock shall have been converted into shares of Class A Common Stock, then
     (i) no shares of Class B Common Stock shall thereafter be issued by the
     corporation; (ii) the Class A Common Stock shall thereafter be designated
     "Common Stock"; and (iii) the total number of shares of capital stock which
     the corporation shall thereafter be authorized to issue shall be changed to
     40,000 shares of Common stock, without


                                          6
<PAGE>

     designation as to class."

          3.   The amendment of the Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 241
of the General Corporation Law of the State of Delaware by unanimous written
consent of the sole Incorporator dated December 19, 1986, said amendment having
been duly adopted by the sole Incorporator prior to the election of any
directors of the Corporation and prior to the receipt of any payment for any of
the Corporation's stock.

          IN WITNESS WHEREOF, CHARTER STEEL, INC. has caused this Certificate to
be signed by its sole Incorporator this 19th day of December, 1986.

                                   CHARTER STEEL, INC.



                                   By: /s/ Marilynn K. Beatty
                                      --------------------------------
                                        Marilynn K. Beatty
                                        Sole Incorporator



                                          7
<PAGE>

                              CERTIFICATE OF AMENDMENT
                                          
                                         OF
                                          
                            CERTIFICATE OF INCORPORATION
                                          
                                         OF
                                          
                                CHARTER STEEL, INC.

          It is hereby certified that:

          1.   The name of the corporation (hereinafter called the
"Corporation") is Charter Steel, Inc.

          2.   The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article "FIRST" thereof and by substituting in lieu of
said Article, the following new Article:

               "FIRST:  The name of the Corporation is Steel of West Virginia,
          Inc."

          3.   The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article "FOURTH" thereof and by substituting in lieu of
said Article, the following new Article:

               "FOURTH:  The total number of shares of capital stock that may be
     issued by the Corporation is Eight Million Five Hundred Thousand
     (8,500,000) shares of which (a) 8,000,000 shares shall be common stock, par
     value $.01 per share, which shall be designated Common Stock ("Voting
     Common Shares"), and (b) 500,000 shares shall be common stock, par value
     $.01 per share, which shall be designated Non-voting Common Stock
     ("Non-voting Common Shares") (the Voting Common Shares and Non-voting
     Common Shares shall hereinafter collectively be referred to as "Common
     Shares").  Each of the currently outstanding shares of Class A Common
     Stock, par value $.01 per share, shall be automatically converted and split
     into three hundred forty (340) Voting Common Shares and the currently
     outstanding shares of Class B Common Stock, par value $.01 per share, shall
     be automatically converted and split into three hundred forty (340)
     Non-voting Common Shares; with the result that (i) the 9,280 currently
     outstanding shares of Class A Common Shares shall be converted and split
     into a total of 3,155,200 shares of Common Stock and (ii) the 729 currently
     outstanding shares of Class B Common Stock shall be converted and split
     into a total of 244,800 shares of Non-voting Common Stock.  No fractional
     Common Shares or script representing fractional shares shall be issued upon
     such automatic conversion, but in lieu thereof, there shall be paid and
     amount in cash at the rate of $1.382 per share.


                                          8
<PAGE>

               The designations, rights, powers and preferences of, and the
qualifications, limitations and restrictions on, the shares of each such series
of Common Shares of the Corporation are as follows:

          1.   DIVIDENDS.  Dividends may be paid upon the outstanding Common
Shares (on a pro rata basis among all such shares outstanding as of the record
date fixed by the Board of Directors for the relevant dividend) from time to
time when and as declared by the Board of Directors out of any funds legally
available therefor.

          2.   LIQUIDATION.  Upon any liquidation, dissolution or winding up of
the affairs of the Corporation, the then holders of record of the outstanding
Common Shares shall be entitled to receive pro rata any and all assets of the
Corporation remaining available for distribution.

          3.   VOTING RIGHTS.  Except as otherwise provided by the Delaware
General Corporation Law or any other applicable statute or by any express
provision of this Certificate:

               (a)  the holders of record of Voting Common Shares shall be
entitled to one vote for each share for the election of directors and upon all
other matters submitted to a voted of stockholders of the Corporation;

               (b)  the holders of record of Non-voting Common Shares shall not
be entitled to notice of, or to attend or vote at, any annual or special meeting
of the stockholders of the Corporation.

               Except as otherwise provided in this Section 3 or in Sections 4,
5 and 6 below, Common Shares of each series shall have the identical rights,
powers and preferences and be subject to the identical qualifications,
limitations and restrictions.

          4.   OPTIONAL CONVERSION OF NON-VOTING COMMON SHARES INTO VOTING
COMMON SHARES

               (a)  Each holder of one or more Non-voting Common Shares shall
have the right, at that holder's option, to convert those Non-voting Common
Shares into Voting Common Shares at the rate of one Non-voting Common Share for
one Voting Common share, subject to and in accordance with the terms and
conditions of this Section 4; PROVIDED, HOWEVER, that no such holder of
Non-voting Common Shares that is a Regulated person shall be entitled to effect
any such conversion thereof if the conversion would cause that holder to be in
violation of any rules or regulations of the Board of Governors of the Federal
Reserve System as shall be in effect and applicable to that holder at the time
of the proposed conversion (the "Bank Regulations").  For the purposes hereof,
the term "Regulated Person" shall mean an entity that is subject to regulation
by the Board of Governors of the Federal Reserve System.  In connection with any
such conversion of Non-Voting Common Shares, the holder proposing to effect that
conversion shall provide to the Corporation, together with the notice of
conversion required pursuant to Section 4(c) below, a certificate confirming
either that it is not a Regulated Person or that the conversion would not cause
it to be in violation of the Bank Regulations, together with such supporting
information as the Corporation shall reasonably require to confirm the accuracy
of that certificate.


                                          9
<PAGE>

               (b)  Non-voting Common Shares shall be convertible into fully
paid and non-assessable Voting Common Shares at the rate herein specified,
without payment or adjustment for any dividends declared and unpaid on the
Non-voting Common Shares surrendered for conversion to the date of conversion. 
Any such declared and unpaid dividends shall constitute a debt of the
Corporation, payable without interest to the converting holder on the date fixed
by the Board of Directors as the record date for such dividend.

               (c)  To convert some or all of his Non-voting Common Shares into
Voting Common Shares, the holder thereof shall surrender to the Corporation the
certificate(s) evidencing those Non-voting Common Shares, duly endorsed to the
Corporation or in blank, and shall give written notice to the Corporation that
he elects to convert the same into Voting Common Shares and the name(s) in which
the holder wishes the certificate(s)  evidencing the shares issuable upon such
conversion to be issued.  As soon as reasonably practicable thereafter, the
Corporation shall deliver to that holder, or to his nominee(s), one or more
certificates evidencing the number of shares to which the holder shall be
entitled as aforesaid.  Non-voting Common Shares shall be deemed to have been
converted as of the date of surrender thereof for conversion as aforesaid, and
the person(s) entitled to receive the shares issuable upon such conversion shall
be treated for all purposes as the record holder(s) of those shares on that
date, and each such share shall be deemed outstanding on that date.

               (d)  The issuance of certificates evidencing Voting Common Shares
upon conversion of Non-voting Common Shares shall be made without charge to the
converting holder for any tax in respect of the issuance of such certificates;
PROVIDED, HOWEVER, that the Corporation shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery upon any such conversion of any certificate representing shares in a
name other than that of the holder of the Non-voting Common Shares so converted,
and the Corporation shall not be required to issue or deliver such certificates
unless or until the person(s) requesting the issuance thereof shall have paid to
the Corporation the amount of such tax or shall have established to the
satisfaction of the Corporation that such tax has been paid.

               (e)  The corporation shall at all times reserve and keep
available out of its authorized but unissued Voting Common Shares, solely for
the purpose of effecting the conversion of Non-voting Common Shares pursuant to
this Section 4 and Section 5 below, the full number of whole Voting Common
Shares then deliverable upon the conversion of all of the Non-voting Common
shares convertible into Voting Common Shares at the time outstanding.

          5.   AUTOMATIC CONVERSION OF NON-VOTING COMMON SHARES INTO VOTING
COMMON SHARES

               (a)  Non-voting Common Shares shall be automatically converted,
on a one-for-one basis, into fully paid and non-assessable Voting Common Shares
(i) upon the sale of any such shares pursuant to a public offering registered
under the Securities Act of 1933 (the "Act"), (ii) upon the sale of any such
shares in a broker's transaction or transaction directly with a market maker
within the meaning of Rule 144 under the act (a "Permitted Sale") or (iii) with
respect to the shares of any holder of Non-voting Common Shares, at such time as
the total number of Voting Common Shares and Non-voting Common Shares of such
holder would represent less than 5% of the total number of Voting Common Shares
outstanding, taking into account the number of Voting Common Shares which will
be held upon the conversion of the 


                                          10
<PAGE>

Non-voting Common Shares to  Voting Common Shares.  Each of the events described
in clauses (i), (ii) and (iii) herein shall hereinafter be referred to as a
"Conversion Event".

               (b)  Upon the occurrence of a Conversion Event, holders of
Non-voting Common Shares shall surrender for cancellation to the Corporation the
certificate(s) which, immediately prior to a Conversion Event, represented
outstanding Non-voting Common Shares and, in the case of a Permitted Sale, a
certificate confirming that such shares were obtained in a Permitted Sale,
together with such supporting information as the Corporation shall reasonably
require to confirm the accuracy of the certificate.  As soon as reasonably
practicable after the surrender of said certificate(s), the Corporation shall
deliver to the holder of such certificate(s), or to his nominee(s), one or more
certificates evidencing the number of Voting Common Shares into which those
Non-voting Common Shares shall have been automatically converted as a result of
such Conversion Event.  No payment or adjustment shall be made for any dividends
declared and unpaid on the Non-voting Common Shares surrendered to the date of
such Conversion Event.  Any such declared and unpaid dividends shall constitute
a debt of the Corporation, payable without interest to the holder of the
converted Non-voting Common Shares on the date fixed by the Board of directors
as the record date for such dividend.  The Voting Common Shares into which the
Non-voting Common Shares shall be converted as a result of a Conversion Event
shall be deemed to have been issued at the time of the Conversion Event.

          6.   AUTOMATIC CONVERSION OF VOTING COMMON SHARES INTO NON-VOTING
COMMON SHARES

               (a)  In the event that the amount of Voting Common Shares held by
Regulated Person is in an amount equal to or greater than 5% of the total number
of Voting Common Shares outstanding, an amount of such Regulated Person's Voting
Common Shares sufficient to bring such Regulated Person's holdings of Voting
Common Shares to less than 5% shall be automatically converted, on a one-for-one
basis, into fully paid and non-assessable Non-voting Common Shares which event
shall hereinafter be referred to as a "Subsequent Conversion Event"; and

               (b)  Upon such occurrence of a Subsequent Conversion Event,
holders of Voting Common Shares shall surrender for cancellation to the
Corporation the certificate(s) which, immediately prior to a Subsequent
Conversion Event, represented outstanding Voting Common Shares together with
such supporting information as the Corporation shall reasonable require to
confirm the accuracy of the certificate.  As soon as reasonably practicable
after the surrender of said certificate(s), the Corporation shall deliver to the
holder of such certificate(s), or to his nominee(s), one or more certificates
evidencing the number of Non-voting Common Shares into which those Voting Common
Shares shall have been automatically converted pursuant to Section 6 (a) hereof.
No payment or adjustment shall be made for any dividends declared and unpaid on
the Voting Common Shares surrendered to the date of such Subsequent Conversion
Event.  Any such declared and unpaid dividends shall constitute a debt of the
Corporation, payable without interest to the holder of the converted Voting
Common Shares on the date fixed by the Board of Directors as the record date for
such dividend.  The Non-voting Common Shares into which the Voting Common Shares
shall be converted pursuant to Section 6 (a) hereof as a result of a Subsequent
Conversion Event shall be deemed to have been issued at the time of the
"Subsequent Conversion Event."

          4.   The amendment of the Certificate of Incorporation herein
certified has been


                                          11
<PAGE>

duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the state of Delaware by unanimous written consent of the
Board of Directors and by written consent of the holders of a majority of the
outstanding stock of the Corporation pursuant to Section 228(c) of the General
Business Law, written notice of the adoption of the amendments herein having
been given to those stockholders who have not consented in writing thereto.

          IN WITNESS WHEREOF, Charter Steel, Inc. has caused this Certificate to
be signed by its Chairman of the Board and attested by its Secretary this 24th
day of August, 1987.

                                   CHARTER STEEL, INC.


                                   By: /s/ Patricia R. Merrick
                                      -------------------------------
                                        Patricia R. Merrick
                                        Chairman of the Board

ATTEST:



/s/ Eric M. Mencher
------------------------------
Eric M. Mencher
Assistant Secretary


                                          12
<PAGE>

                              CERTIFICATE OF AMENDMENT
                                          
                                         OF
                                          
                            CERTIFICATE OF INCORPORATION
                                          
                                         OF
                                          
                            STEEL OF WEST VIRGINIA, INC.

          The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:

          FIRST:    The name of the corporation is:

                    Steel of West Virginia, Inc.

          SECOND:   The corporation hereby amends its Certificate of
Incorporation as follows:

          Paragraph FOURTH of the Certificate of Incorporation, relating to the
capital stock of the corporation is hereby amended to read, in its entirety, as
follows:

          FOURTH:   The total number of shares of capital stock that the
corporation shall have authority to issue is twelve million (12,000,000) shares
of Common Stock, par value $.01 per share.

          THIRD:    The amendment effected herein was authorized by vote of a
majority of stockholders at the annual meeting of stockholders of the
corporation pursuant to Section 242 of the General Corporation Law of the State
of Delaware.

          IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 16th day of
November, 1995.


                                        By: /s/ Timothy R. Duke
                                           -------------------------------
                                             Name:   Timothy R. Duke
                                             Title:  Vice President
ATTESTED AND ACKNOWLEDGED:



/s/ Stephen A. Albert
------------------------------
Name:   Stephen A. Albert
Title:  Secretary



                                          13
<PAGE>

                                          
                              CERTIFICATE OF AMENDMENT
                                          
                                         OF
                                          
                            CERTIFICATE OF INCORPORATION
                                          
                                         OF
                                          
                            STEEL OF WEST VIRGINIA, INC.
                                          

     The undersigned corporation, in order to amend its Certificate of
Incorporation, hereby certifies as follows:

     FIRST:    The name of the corporation is:

                             Steel Of West Virginia, Inc.

     SECOND:   The corporation hereby amends its Certificate of Incorporation as
               follows:

     Paragraph FOURTH of the Certificate of Incorporation, relating to the
capital stock of the corporation, is hereby amended to read, in its entirety, as
follows:

     "FOURTH:  The total number of shares of capital stock that the corporation
shall have authority to issue is seventeen million (17,000,000) shares of Common
Stock, par value $.01 per share."

     THIRD:    The amendment effected herein was authorized by vote of a
majority of the outstanding shares of the corporation at the annual meeting of
stockholders of the corporation pursuant to Section 242 of the General
Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, we hereunto sign our names and affirm that the
statements made herein are true under the penalties of perjury, this 2nd day of
June, 1998.


                                   By: /s/ Timothy R. Duke
                                      -------------------------------
                                        Name:   Timothy R. Duke
                                        Title:  President

ATTESTED AND ACKNOWLEDGED:


/s/ Stephen A. Albert
---------------------------------
Name:   Stephen A. Albert
Title:  Secretary



                                          14