Exhibit 3.1









                                 RESTATED

                       CERTIFICATE OF INCORPORATION

                                    OF

                    AMERICAN HOME PRODUCTS CORPORATION



                                                      
                                     
                      Amended through April 18, 1990





<PAGE>


                                 RESTATED
                       CERTIFICATE OF INCORPORATION
                                    OF
                    AMERICAN HOME PRODUCTS CORPORATION

                                                   

FIRST:    The name of the corporation is AMERICAN HOME PRODUCTS
CORPORATION.

SECOND:   The principal office of the corporation in the State of
Delaware is located at 32 Loockerman Square, Suite L-100, in the
City of Dover, County of Kent.  The name address of the agent of
the corporation resident therein and in charge thereof is The
Prentice-Hall Corporation System, Inc., 32 Loockerman Square,
Suite L-100, Dover, Delaware 19901.

THIRD:    The nature of the business or objects or purposes to be
transacted, promoted or carried on by the corporation are as
follows:

(a)  To manufacture, produce, purchase or otherwise acquire and
to hold, own, use, lease, distribute or otherwise dispose of and
generally to trade and deal in and with, at wholesale, retail or
otherwise, any and all kinds of medicines, medicinal and
pharmaceutical preparations, compounds and mixtures, food,
beverage and confectionery products, toilet articles, drugs,
chemicals, dyes, dye-stuffs and combinations, and mixtures and
preparations thereof, and all kinds of tools, machinery,
equipment, utensils, builders' hardware, housewares and household
items of every type and description (including, without
limitation on, cutlery, kitchen tools, flatware, cookware,
household bakeware, egg beaters, can openers, cooking utensils,
bathroom and closet fittings and accessories), commercial
bakeware, industrial food handling equipment and aluminum foil
and other containers, and materials and supplies for any of the
foregoing or for use in connection with the business of the
corporation.

(b)  To apply for, obtain, register, purchase, lease or otherwise
acquire, hold, own, use, operate, introduce, develop or control,
sell, assign or otherwise dispose of, take or grant licenses or
other rights with respect to and in any and all ways to exploit
or turn to account inventions, improvements, processes,
copyrights, patents, trademarks, formulae, trade names and
distinctive marks and similar rights of any and all kinds and
whether granted, registered or established by or under the laws
of the United States or of any state or country.

(c)  To acquire, buy, purchase, lease, own, hold, sell, mortgage
and encumber improved and unimproved real estate wherever
situated and to construct and erect thereon factories, works,
plants, stores, mills, hotels, houses and building.

(d)  To purchase or otherwise acquire and to hold, sell, pledge
or otherwise dispose of all forms of securities, including
stocks, bonds, debentures, notes, certificates of indebtedness,
certificates of interest, mortgages and other similar instruments
and rights however issued or created, and to deal in and with the
same and to issue in exchange therefor or in payment therefor its
own stock, bonds or other obligations or securities and to
exercise in respect thereof any and all rights, powers and
privileges of individual ownership or interest therein, including
the right to vote thereof and to consent or otherwise act with
respect thereto; to do any and all acts and things for the
preservation, protection, improvement and enhancement in value
thereof, or designed to accomplish any such purpose and to aid by
loan, subsidy, guaranty or in any other manner, those issuing,
creating or responsible for any of such securities; to acquire or
become interested in any such securities as aforesaid by original
subscription, underwriting, participation in syndicates or
otherwise and to make payments thereon as called for and to
underwrite or subscribe for the same conditionally or otherwise
and either with a view to investment or for resale or for any
other lawful purpose.

(e)  To purchase or otherwise acquire, sell or otherwise dispose
of, realize upon or otherwise turn to account, manage, liquidate
or reorganize the properties, assets, business undertakings,
enterprises or ventures or any part thereof of corporations,
associations, firms, individuals, syndicates and others; to act
as financial, commercial or general agent or representative of
any corporation, association, firm, syndicate or individual and
as such to develop, improve and extend the property, trade and
business interests thereof and to aid any lawful enterprise in
connection therewith and in connection with acting as agent or
broker for any principal to give any other aid or assistance.

(f)  To borrow money and for moneys borrowed or in payment for
property acquired or for any other objects and purposes of the
corporation or otherwise in connection with the transaction of
any part of its business to issue bonds, debentures, notes and
other obligations secured or unsecured and to mortgage, pledge or
hypothecate any or all of its properties or assets as security
therefor; to make, accept, endorse, guarantee, execute and issue
notes, bills of exchange and other obligations; to mortgage,
pledge or hypothecate any stocks, bonds, other evidences of
indebtedness or securities and any other property held by it or
in which it may be interested and to loan money with or without
collateral or other security; to guarantee the payment of
dividends upon stocks or the principal of and/or interest upon
bonds, notes or other evidences of indebtedness or obligations or
the performance of the contracts or other undertakings of any
corporation, copartnership, syndicate or individual; to enter
into, make and perform contracts of every kind and for any lawful
purpose with any person, firm, corporation or syndicate.

(g)  To purchase or otherwise acquire all or any part of the
business, good will, rights, property and assets and to assume or
otherwise provide for all or any part of the liabilities of any
corporation, association, partnership or individual; to take over
as a going concern and continue any business so acquire and to
pay for any such business or properties, in cash, stock, bonds,
debentures or obligations of this corporation or otherwise.

(h)  To manufacture, buy or otherwise acquire and to sell or
otherwise dispose of, distribute, deal in and deal with, either
as principal, agent, dealer or broker, goods, wares and
merchandise of every kind and description, including all
materials or substances now known or hereafter to be discovered
or invented; to purchase or otherwise acquire and to sell or
otherwise dispose of, distribute, deal in and deal with, either
as principal, agent, dealer or broker, all kinds of personal
property of every sort and description wheresoever situated and
all interests therein which this corporation may deem necessary
or convenient in connection with any part of its business.

(i)  To conduct any and all of its business in the State of
Delaware and any other states, the District of Columbia, the
territories, colonies and dependencies of the United States and
in foreign countries and places and to have one or more offices
outside of the State of Delaware, and to purchase or otherwise
acquire, hold, mortgage, convey, transfer, or otherwise dispose
of, outside of the State of Delaware, real and personal property.

(j)  To do all and everything necessary, suitable, convenient or
proper for the accomplishment of any of the purposes or the
attainment of any or all of the objects hereinbefore enumerated
or incidental to the powers herein named, or which shall at any
time appear conducive to or expedient for the protection or
benefit of the corporation, either as holder of or as interested
in any property or otherwise; and to have all the rights, powers
and privileges named or hereafter conferred by the General
Corporation Laws of the State of Delaware.

     The foregoing clauses shall be construed both as objects and
powers and it is hereby expressly provided that the enumeration
herein of specific objects and powers shall not be held to limit
or restrict in any manner the general powers of this corporation
and all the powers of this corporation and all the powers and
purposes hereinbefore enumerated shall be exercised, carried on
and enjoyed by this corporation within the State of Delaware and
outside of the State of Delaware to such extent and in such
manner as corporations organized under the General Corporation
Laws of the State of Delaware may properly and legally exercise,
carry on and enjoy.

FOURTH:   The total number of shares of Capital Stock which may
be issued by the corporation is Six hundred five million
(605,000,000) of which Six hundred million (600,000,000) shares
shall be Common Stock of the par value of Thirty-three and one-
third cents ($.33 1/3) per share and Five million (5,000,000)
shares shall be Preferred Stock (hereinafter referred to as the
"Preferred Stock") of the par value of Two Dollars fifty cents
($2.50) per share.

     The designations and the powers, preferences and rights, and
the qualifications, limitations or restrictions of the shares of
each class of stock are as follows:

                              PREFERRED STOCK

I    The Preferred Stock may be issued from time to time in one
or more series, each of such series to have such voting powers
full or limited, or without voting powers, such designation,
preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions
thereof as are stated and expressed herein, or in a resolution or
resolutions providing for the issue of such series adopted by the
Board of Directors as hereinafter provided.


II.  Authority is hereby expressly granted to the Board of
Directors, subject to the provisions of this Article Fourth, to
authorize one or more series of Preferred Stock and, with respect
to each series (except the series hereinafter designated as $2
Convertible Preferred Stock), to fix by resolution or resolutions
providing for the issue of such series:

     (a)  the number of shares to constitute such series and the
distinctive designation thereof;

     (b)  the dividend rate on the shares of such series,
dividend payment dates, whether such dividends shall be
cumulative, and, if cumulative, the date or dates from which
dividends shall accumulate;

     (c)  whether or not the shares of such series shall be
redeemable, and, if redeemable, the redemption prices which the
shares of such series shall be entitled to receive upon the
redemption thereof;

     (d)  whether or not the shares of such series shall be
subject to the operation of retirement or sinking funds to be
applied to the purchase or redemption of such shares for
retirement and, if such retirement or sinking fund or funds be
established, the annual amount thereof and the terms and
provisions relative to the operation thereof;

     (e)  whether or not the shares of such series shall be
convertible into, or exchangeable for, shares of any other class
or classes or of any other series of the same or any other class
or classes of stock of the corporation and the conversion price
or prices or ratio or ratios or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be
stated and expressed or provided in such resolution or
resolutions;

     (f)  the preferences, if any, and the amounts thereof, which
the shares of such series shall be entitled to receive upon the
voluntary and involuntary dissolution of, or upon any
distribution of the assets of, the corporation;

     (g)  the voting power, if any, of the shares of such series;
and

     (h)  such other special rights and protective provisions as
to the Board of Directors may seem advisable.

     Notwithstanding the fixing of  the number of shares
constituting a particular series (including the $2 Convertible
Preferred Stock) upon the issuance thereof, the Board of
Directors may at any time thereafter authorize the issuance of
additional shares of the same series.

III. Holders of Preferred Stock shall be entitled to receive,
when and as declared by the Board of Directors, out of funds
legally available for the payment of dividends, dividends at the
annual rates fixed by the Board of Directors for the respective
series and no more, payable on such dates in each year as the
Board of Directors shall fix for the respective series as
provided in subdivision (b) of Section II of this Article Fourth
(hereinafter referred to as "dividend dates"), in preference to
dividends on any other class of stock of  the corporation, so
that unless all accrued dividends on all series of Preferred
Stock entitled to cumulative dividends shall have been declared
and set apart for payment through the last preceding dividend
date set for all such series and dividends on all other series of
Preferred Stock shall have been declared and set apart for
payment at the rate to which such other series of Preferred Stock
are entitled for the period commencing the second preceding
dividend date and ending on the last preceding dividend date set
for such series, no cash payment or distribution shall be made to
holders of the Common Stock of the corporation.  No dividend
shall be declared and set apart for payment on any series of
Preferred Stock in respect of any dividend period unless there
shall likewise be or have been declared and set apart for payment
on all shares of Preferred Stock of each series entitled to
cumulative dividends at the time outstanding dividends ratably in
accordance with the sums which would be payable on the said
shares through the last preceding dividend date if all dividends
were declared and paid in full.  Nothing herein contained shall
be deemed to limit the right of the corporation to purchase or
otherwise acquire at any time any shares of its capital stock;
provided that no shares of capital stock shall be repurchased at
any time when accrued dividends on any series of Preferred Stock
entitled to cumulative dividends remain unpaid for any period to
and including the last preceding dividend date.

     For the purposes of this Article Fourth, and of any
certificate fixing the terms of any series of Preferred Stock,
the amount of dividends "accrued" on any share of Preferred Stock
of any series entitled to cumulative dividends as at any dividend
date shall be deemed to be the amount of any unpaid dividends
accumulated thereon to and including such dividend date, whether
or not earned or declared, and the amount of dividends "accrued"
on any share of Preferred Stock of any series entitled to
cumulative dividends as at any date other than an dividend date
shall be calculated as the amount of any unpaid dividends
accumulated thereon to and including the last preceding dividend
date, whether or not earned or declared, plus an amount computed,
on the basis of 360 days per annum, for the period after such
last preceding dividend date to and including the date as of
which the calculation is made at the annual dividend rate fixed
for the shares of such series or class.

IV.  In the event that the Preferred Stock of any series shall be
entitled to a preference upon the dissolution of, or upon any
distribution of the assets of, the corporation, then upon any
such dissolution of, or distribution of the assets of, the
corporation, before any payment or distribution of the assets of
the corporation (whether capital or surplus) shall be made to or
set apart for any other series or class or classes of stock, the
holders of such series of Preferred Stock shall  be entitled to
payment of the amount of the preference, if any, payable upon
such dissolution of, or distribution of the assets of the
corporation as may be fixed by the Board of Directors for the
shares of the respective series as provided in subdivision (f) of
Section II of this Article Fourth before any further payment or
distribution shall be made on any other class or series of
capital stock.  If, upon any such dissolution, or distribution,
the assets of the corporation distributable among the holders of
any such series of the Preferred Stock entitled to a preference
shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be
distributed among the holders of each such series of the
Preferred Stock ratably in accordance with the sums which would
be payable on such distribution if all sums payable were
discharged in full.  The voluntary sale, conveyance, exchange or
transfer (for cash, shares of stock, securities or other
consideration) of all or substantially all of the property and
assets of the corporation, the merger or consolidation of the
corporation into or with any other corporation, or the merger of
any other corporation into it, shall not be deemed to be a
dissolution of, or a distribution of the assets of, the
corporation, for the purpose of this Section IV.

V.   In the event that the Preferred Stock of any series shall be
redeemable, then, at the option of the Board of Directors, the
corporation at any time or from time to time may redeem all, or
any number less than all, of the outstanding shares of such
series at the redemption price thereof fixed by the board of
Directors  as provided in subdivision (c) of Section II of this
Article Fourth (the sum so payable upon any redemption of
Preferred Stock being herein referred to as the "redemption
price"); provided, that not less than 30 days previous to the
date fixed for redemption a notice of the time and place thereof
shall be mailed to each holder of record of the redemption a
notice of the time and place thereof shall be mailed to each
holder of record of the shares so to be redeemed at his address
as shown by the records of the corporation; and provided further,
that in case of redemption of less than all of the outstanding
shares of any series of Preferred Stock the shares to be redeemed
shall be chosen by lot in such equitable manner as may be
prescribed in the Board of Directors.  At any time after notice
of redemption shall have been mailed as above provided to the
holders of the stock so to be redeemed, the corporation may
deposit the aggregate redemption price, in trust, with a bank or
trust company in the Borough of Manhattan, The City of New York,
having capital, surplus and undivided profits of at least
$5,000,000, named in such notice, for payment, on or before the
date fixed for redemption, of the redemption price for the shares
called for redemption. Upon the making of such deposit, or if no
such deposit is made then upon such redemption date (unless the
corporation shall default in making payment of the redemption
price), holders of the shares of Preferred Stock called for
redemption shall cease to be stockholders with respect to such
shares notwithstanding that any certificate for such shares shall
not have been surrendered, and thereafter such shares shall no
longer be transferable on the books of the corporation and such
holders shall have no interest in or claim against the
corporation with respect to said shares, except the right (a) to
receive payment of the redemption price upon surrender of their
certificates, or (b) to exercise on or before the date fixed for
redemption the rights, if any, not theretofore expiring, to
convert the shares so called for redemption into, or to exchange
such shares for, shares of stock of any other class or classes or
of any other series of the same class or any other class or
classes of stock of the corporation. Any funds deposited in trust
as aforesaid which shall not be required for such redemption,
because of the exercise of any right of conversion or otherwise
subsequent to the date of such deposit, shall be returned to the
corporation forthwith.  The corporation shall be entitled to
receive from any such bank or trust company the interest, if any,
allowed on any moneys deposited as in this Section provided, and
the holders of any shares so redeemed shall have no claim to any
such interest.  Any funds so deposited by the corporation and
unclaimed at the end of five years from the date fixed for such
redemption shall be repaid to the corporation upon its request,
after which repayment the holders of such shares who shall not
have made claim against such moneys prior to such repayment shall
be deemed to unsecured creditors of the corporation, but only for
a period of two years from the date of such repayment (after
which all rights to holders of such shares as unsecured creditors
or otherwise shall cease), for an amount equivalent to the amount
deposited as above stated for the redemption of such shares and
so repaid to the corporation, but shall in no event be entitled
to any interest.

     In order to facilitate the redemption of any shares of
Preferred Stock, the Board of Directors is authorized to cause
the transfer books of the corporation to be closed as to the
shares to be redeemed.

VI.  Any shares of Preferred Stock which shall at any time have
been redeemed, or which shall at any time have been surrendered
for conversion or exchange or for cancellation pursuant to any
retirement or sinking fund provisions with respect to any series 
of Preferred Stock, shall be retired and shall thereafter have
the status of authorized and unissued shares of Preferred Stock
undesignated as to series.

VII. There is hereby authorized an initial series of the
Preferred Stock having the following voting powers, designation,
preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions:

     (a)  The number of shares to constituted such series shall
be Two million eight hundred thirty thousand (2,830,000) and the
distinctive designation thereof shall be "$2 Convertible
Preferred Stock".

     (b)  The dividend rate on the shares of such series shall be
$2.00 per annum, payable in cash quarterly on January 1, April 1,
July 1 and October 1 in each year.  Dividends shall accumulate on
any shares of such series issued upon conversion of outstanding
shares of Ekco Products Company upon the Merger Date of the
Agreement of Merger (herein called the "Agreement of Merger")
dated July 29, 1965 of American Home Products Corporation and
Ekco Products Company from and after January 1, 1966 and upon any
other shares of such series from and after the dividend date next
following the issuance of such shares.

     (c)  The shares of such series shall be redeemable on and
after the fifth anniversary of the Merger Date of the Agreement
of Merger if at the time of mailing of the notice of redemption
the average market price per share (as hereafter defined) of the
Common Stock is at least $80.00 per share, or in the event that
an adjustment in the number of shares issuable upon conversion of
shares of such series under Section (e) of this Article Fourth
shall have occurred, then a market price per share equal to the
product of multiplying $60.00 per share by the reciprocal of the
then current conversion rate and the redemption price which the
shares of such series shall be entitled to receive upon the
redemption thereof shall be the amount of $60.00 per share in
cash plus a sum equal to the accrued but unpaid dividends thereon
to the redemption date.

     (d)  The shares of such series shall not be subject to the
operation of any sinking fund to be applied to the purchase or
redemption of such shares for retirement.

     (e)  Subject to the provisions for adjustment hereinafter
set forth, the shares of such series shall be convertible at the
option of the holder thereof, at any time, upon surrender for
conversion to any Transfer Agent for such shares of the
certificate representing the shares so to be converted, into full
paid and non-assessable shares of Common Stock of the corporation
at the rate of .75 shares of Common Stock for each such share of
such series so surrendered for conversion.  The right, if any, to
convert shares of such series called for redemption shall
terminate at the time specified in the notice of redemption given
pursuant to the provisions of Section VII of this Article Fourth. 
Upon conversion, no payment or adjustment shall be made for
dividends on any class of shares.

     The number of shares of Common Stock and the number of
shares of stock of other classes of the corporation, if any, into
which each share of such series is convertible shall be subject
to adjustment from time to time as follows:

     (i)  In case the corporation shall (a) take a record of the
holders of its Common Stock for the purpose of entitling them to
receive a dividend declared payable in shares of the corporation,
(b) subdivide its outstanding Common Stock, (c) combine the
outstanding Common Stock into a smaller number of shares, or (d)
issue by reclassification of shares of Common Stock any shares of
the Corporation, the holder of each share of such series shall
thereafter be entitled to receive upon the conversion of such
share, the number of shares of the corporation which he would
have owned or have been entitled to receive after the happening
of any of the events described above had such share been
converted immediately prior to the happening of such event. 
Further such adjustment shall be made whenever any of the events
listed above shall occur.

     (ii) In case the corporation shall take a record of the
holders of its Common Stock for the purpose of entitling them to
subscribe for or purchase shares of Common Stock at a price per
share less than the average market price (as hereinafter defined)
for the time at which such record is taken, in each such case,
the number of shares of Common Stock into which each such share
of such series shall thereafter be convertible shall be
determined by multiplying the number of shares of Common Stock
into which such share of such series was theretofore convertible
by a fraction of which the numerator shall be the sum of the
number of shares of Common Stock outstanding at the time of the
taking of such record and the number of additional shares of
Common Stock so offered for subscription or purchase, and of
which the denominator shall be the sum of the number of shares of
Common Stock outstanding at the time of the taking of such record
and the number of shares of Common Stock which the aggregate
public offering price (without deduction of expenses of the
issue, including underwriting commissions) of the total number of
shares so offered would purchase at the average market price per
share for such time.

     (iii)     In case the corporation shall take a record of the
holders of its Common Stock for the purpose of entitling them to
receive any distribution of evidence of its indebtedness or
assets (excluding cash distributions on Common Stock after
December 31, 1964 not exceeding the amount of consolidated net
earnings after December 31, 1964 of the corporation and its
subsidiaries, less cash distributions after December 31, 1964 on
stock other than Common Stock, all determined in accordance with
good accounting practice) or rights to subscribe, excluding those
referred to in paragraph (ii) above, in each such case the number
of shares of Common Stock into which each such share of such
series shall thereafter be convertible shall be determined by
multiplying the number of shares of Common Stock into which such
share of such series was theretofore convertible by a fraction of
which the numerator shall be the average market price per share
of Common Stock for the time at which such record is taken and of
which the denominator shall be the average market price per share
of Common Stock for such time less the fair value (as determined
by the Board of Directors of the corporation, whose determination
shall be conclusive and described in a statement filed with the
Transfer Agent or Agents for such shares of such series and for
the Common Stock) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights
applicable to one of the outstanding shares of Common Stock.

     (iv) For the purpose of any computation under this Article
Fourth, the "average market price per share" of any shares of
capital stock for any time shall be the average of the daily mean
of the high and low sales prices, or bid prices, as the case may
be, for five consecutive business days commencing ten business
days before the time in question on which transactions have been
reported by any accepted financial publication of general
circulation in the Borough of Manhattan, The City of New York, on
the New York Stock Exchange, if such shares are regularly traded
on such Exchange, or on any other national securities exchange if
such shares be not regularly traded on the New York Stock
Exchange, or if such shares be not regularly traded on any
national securities exchange the bid prices as reported by the
National Quotation Bureau, Inc. or by any successor organization.

     (v)  No adjustment in the number of shares of Common Stock
into which any share of such series is convertible shall be
required unless such adjustment would require an increase or
decrease of at least 1% in the total number of shares of Common
Stock into which all shares of such series are then convertible;
provided, however, that any adjustments which by reason of this
paragraph (v) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment.

     (vi) If the corporation shall take a record of the holders
of its Common Stock for the purpose of entitling them to receive
any dividend, distribution or subscription rights and shall,
thereafter and before delivery to shareholders of any such
dividend, distribution or subscription rights, legally abandon
its plan to pay or deliver such dividend, distribution or
subscription rights, then no adjustment in the number of shares
of Common Stock or of other shares of the corporation into which
any share of such Stock is convertible, nor the giving of any
notice to the holders of shares of such series, shall be required
by reason of the taking of such record.

     (vii)     Whenever any adjustment is required in the shares
into which any share of such series is convertible, the
corporation shall forthwith (a) file with the Transfer Agent or
Transfer Agents for shares of such series and for the Common
Stock a statement describing in reasonable detail the adjustment
and the method of calculation used, and (b) cause a notice
stating the nature and amount of such adjustment to be published
at least once in a newspaper printed in the English language and
customarily published on five days each calendar week and of
general circulation in the Borough of Manhattan, The City of New
York and in the City of Chicago, Illinois.

     (viii)    No fractional shares shall be issued upon
conversion of shares of such series, but in lieu thereof the
corporation shall pay to the holder thereof an amount in cash
equal to the value of such fractional interest in a share
determined upon the basis of the closing price per share on the
New York Stock Exchange as reported in an accepted financial
publication of general circulation in the Borough of Manhattan,
The City of New York if such shares are regularly traded upon
such exchange or on any other national securities exchange if
such shares be not regularly traded on the New York Stock
Exchange, or if such shares be not regularly traded on any
national securities exchange upon the basis of the closing bid
price reported by the National Quotation Bureau, Inc. or by any
successor organization, on the date upon which the certificate
representing the shares of such series shall be surrendered for
conversion.

     (ix) Shares of such series shall be deemed to be converted
and the holder thereof shall be deemed to have become a holder of
record of the shares of the corporation into which the shares of
such series are convertible at the close of business on the date
upon which the certificate representing shares of such series has
been surrendered to any Transfer Agent for conversion, or if such
date shall be a legal holiday in the jurisdiction in which such
Transfer Agent is located or a date fixed by the Board of
Directors for the closing of the transfer books or the taking of
a record of the holders of the shares of the corporation into
which the shares of such series are convertible, then on the next
succeeding business day when such transfer books are open.

     (x)  The corporation shall at all times reserve and keep
available out of its authorized but unissued shares the full
number of shares into which all shares of such series from time
to time outstanding are convertible.

     (f)  The shares of such series shall be entitled to receive
in preference to shares of the Common Stock of the corporation
upon any dissolution of, or distribution of assets of, the
corporation (i) the amount of $60.00 per share in the event of
any voluntary liquidation, dissolution or winding-up of the
corporation and (ii) the amount of $52.50 in the event of any
involuntary liquidation, dissolution or winding-up of the
corporation, plus, in either case, an amount equal to all accrued
but unpaid dividends to the date of such liquidation, dissolution
or winding-up.

     (g)  The shares of such series shall be entitled to Nine (9)
votes per share voting with the shares of the Common Stock at any
annual or special meeting of stockholders for the election of
directors and upon any other matter coming before such meeting. 
In addition, the shares of such series shall have the following
special voting powers and rights:

     (i)  So long as any shares of such series are outstanding,
the corporation shall not, without the consent (given by vote at
a meeting called for that purpose) of the holders of at least
two-thirds of the total number of shares of such series and any
other series of the Preferred Stock then outstanding having
voting rights in the premises, voting as a class:

     (a)  create or authorize any class of stock ranking prior to
or on a parity with the Preferred Stock, or create or authorize
any obligation or security convertible into shares of stock of
any such class; or

     (b)  amend, alter, change or repeal any of the express terms
of such series or of the Preferred Stock then outstanding in a
manner prejudicial to the holders thereof;

provided, however, if any such change shall effect only a single
series of the Preferred Stock, then only the holders of such
series shall have any special voting right hereunder.

     (ii) If and when dividends payable on such series shall be
in default in an amount equivalent to six (6) full quarter-yearly
dividends on all shares of such series at the time outstanding,
the number of directors of the corporation shall thereupon, and
until all dividends in default on such series shall have been
paid or declared and set apart for payment, be two more than the
full number constituting the Board of Directors immediately prior
to such default.  The holders of all shares of such series,
voting separately as one class with any other series of the
Preferred Stock having voting powers in the premises, shall be
entitled to elect directors to fill the vacancies resulting from
such increase in the number of directors of the corporation. 
Such holders shall, at a meeting called and held as provided in
subparagraph (v) hereof elect such two directors to hold office
until the next annual meeting of stockholders; provided, however,
that the terms of office of such directors shall terminate upon
the curing of all defaults in dividends on such series as
provided in subparagraph (iii) hereof, unless dividend defaults
shall still exist on other series of the Preferred Stock.

     (iii)     If and when all dividends then in default on such
series at the time outstanding shall be paid, the holders of
shares of such series shall thereupon be divested of any special
right with respect to the election of directors provided in
subparagraph (ii) hereof and the number of directors of the
corporation shall be reduced by two (except as provided in
paragraph (ii) hereof); but always subject to the same provisions
for vesting such special rights in such series in case of further
like default or defaults in dividends thereon.

     (iv) In case of any vacancy in the Board of Directors
occurring among the directors elected by the holders of such
series, as a class, pursuant to subparagraph (ii) hereof, the
holders of such series and of any other series of Preferred Stock
then outstanding and entitled to vote may elect a successor to
hold office for the unexpired term of the directors whose place
shall be vacant.  In all other cases, any vacancy occurring among
the directors shall be filled by the vote of a majority of the
remaining directors.

     (v)  Whenever the holders of such series, as a class, become
entitled to elect directors of the corporation pursuant to
subparagraph (ii) or (iv) hereof, a meeting of the holders of
such series shall be held at any time thereafter upon call by the
holders of not less than 1,000 shares of such series or upon call
by the Secretary of the corporation at the request in writing of
any stockholder addressed to him at the principal office of the
corporation.  At all meetings of stockholders held for the
purpose of electing directors during such times as the holders of
shares of such series shall have the special right, voting
separately as one class, to elect directors pursuant to
subparagraph (ii) hereof, the presence in person or by proxy of
the holders of a majority of the outstanding shares of the series
of Preferred Stock entitled to vote separately as a class shall
be required to constitute a quorum of such class for the election
of directors for such class; provided, however, that the absence
of a quorum of the holders of stock of such class shall not
prevent the election at any such meeting or adjournment thereof
of any other directors by the necessary quorum of the holders of
all classes of stock having voting rights for the election of
directors (other than as a separate class) if such quorum is
present in person or by proxy at such meeting; and provided
further that in the absence of a quorum of the holders of stock
having the right to vote separately as a class, a majority of
those holders of the stock of such class who are present in
person or by proxy shall have power to adjourn the election of
the directors to be elected by such class from time to time
without notice other than announcement at the meeting until the
holders of the requisite number of shares of such class shall be
present in person or by proxy.

     (h)  The shares of such series shall not have any other
special rights or provisions.

                               COMMON STOCK

     Each share of Common Stock shall be equal in all respects to
every other share of the Common Stock of the Corporation.

     FIFTH:    The corporation is to have perpetual existence.

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

     SEVENTH:  The Board of Directors of the corporation shall
have power to issue the authorized shares of stock of the
corporation from time to time for such consideration as they may
fix and determine.

     EIGHTH:   In furtherance and not in limitation of powers
conferred by Statute the following provisions are inserted for
the regulation of the business and to define and regulate the
powers of the corporation and of its directors and stockholders:

     (a)  The number of directors of the corporation shall be
fixed and may be altered from time to time as may be provided in
by-laws.  Any vacancies in the Board of Directors, by reason of
an increase in the number of directors or otherwise, shall be
filled solely by the Board of Directors, by a majority vote of
the directors then in office, though less than a quorum, but any
such director so elected shall hold office only until the next
succeeding annual meeting of stockholders.  Advance notice of
nominations for the election of directors, other than by the
Board of Directors or a committee thereof, shall be given in the
manner provided in the by-laws.

     (b)  The Board of Directors may, by majority vote of the
whole Board designate three or more directors to constitute an
Executive Committee which, to the extent provided by the
directors or in the by-laws, shall have and may exercise the
powers of the Board of Directors in the management of the
business and affairs of the corporation and shall have power to
authorize the seal of the corporation to be affixed to all papers
which may require it.

     (c)  The Board of Directors shall have power to make, alter,
amend or repeal the by-laws of the corporation, but any by-laws
so  made, altered or amended by the directors may be altered or
repealed by the stockholders.  Notwithstanding the foregoing and
anything contained in this Certificate of Incorporation to the
contrary, sections two and seven of the by-laws shall not be
altered, amended or repealed and no provision inconsistent
therewith shall be adopted without the affirmative vote of the
holders of at least 80% of the voting power of all the shares of
the corporation entitled to vote generally in the election of
directors, voting together as a single class.

     (d)  No holder of stock shall be entitled as of right to
subscribe for, purchase or receive any part of any authorized but
unissued stock or of any new or additional issue of stock,
preferred or common, or of bonds, notes, debentures or other
securities convertible into stock, but all such unissued, new or
additional shares of stock or bonds, notes, debentures or other
securities convertible into stock may be issued and disposed of
by the Board of Directors to such person or persons and on such
terms and for such lawful consideration as the Board of Directors
in their absolute discretion may deem advisable.

     (e)  The corporation reserves the right to amend, alter or
repeal any provision herein contained in the manner now or
hereafter prescribed by law and all rights conferred on
stockholders hereunder are granted subject to this provision. 
Notwithstanding the foregoing and anything contained in this
Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the voting power of all
shares of the corporation entitled to vote generally in the
election of directors, voting together a single class, shall be
required to alter, amend, adopt any provision inconsistent with,
or repeal, this Article EIGHTH or any provision hereof.

     (f)  A director may (except directors elected by shares of
Preferred Stock voting separately as a class), by vote of a
majority of the entire Board of Directors for any cause deemed by
them sufficient, be removed as such director.  Any director may
also be removed from office, for any cause deemed by them
sufficient, by the affirmative vote of the holders of 80% of the
combined voting power of the then outstanding shares of stock
entitled to vote generally in the election of directors, voting
together as a single class, except that directors elected by
shares of Preferred Stock voting separately may only be removed
by such stockholders at any special meeting for any cause deemed
sufficient by such meeting.  Directors of the corporation need
not be stockholders therein.

     (g)  A director of the corporation shall not, in the absence
of fraud, be disqualified by his office from dealing or
contracting with the corporation either as a vendor, purchaser or
otherwise, nor in the absence of fraud shall any transaction or
contract of the corporation be void or voidable by reason of the
fact that any director or any firm of which any director is a
member, or any corporation of which any director is a shareholder
or director is in any way interested in such transaction or
contract, provided that such transaction or contract is or shall
be authorized, ratified or approved either:

     (1)  by vote of a majority of a quorum of the Board of
Directors or of the Executive Committee without counting in such
majority or quorum any director so interested or a member of a
firm so interested or a shareholder or a director of a
corporation so interested, or

     (2)  by vote at a stockholders' meeting of the holders of
record of a majority of all the outstanding shares of stock of
the corporation, or by writing or writings signed by a majority
of such holders; nor shall any director be liable to account to
the corporation for any profit realized by him from or through
any such transaction or contract of the corporation ratified or
approved as aforesaid by reason of the fact that he or any firm
of which he is a member or any corporation of which he is a
shareholder or director was interested in such transaction or
contract.  Nothing herein contained shall create any liability in
the events above described or prevent the authorization,
ratification or approval of such contracts or transactions in any
other manner permitted by law.

     (h)  Any action required or permitted to be taken by the
stockholders of the corporation must be effected at a duly called
annual or special meeting of such holders and may not be effected
by any consent in writing by such holders.  Except as provided in
paragraph VII(g)(v) of Article FOURTH respecting rights of
holders of Preferred Stock to call meetings of such holders in
certain dividend default situations, special meetings of
stockholders, unless otherwise provided in law, may be called
only by the Chairman or Vice-Chairman of the Board of Directors
or the President, or by the Secretary on the written request of a
majority of all the directors, such request to state the purpose
of the proposed meeting.

     NINTH:    No director shall be personally liable to the
corporation or its stockholders for monetary damages for any
breach of fiduciary duty by such director as a director, except
(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) pursuant to section 174 of the
Delaware General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit.