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                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3



                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            BERKSHIRE HATHAWAY INC.


         Berkshire Hathaway Inc., a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

         1.      The name of the Corporation is Berkshire Hathaway Inc.
Berkshire Hathaway Inc. was originally incorporated under the name of Hathdel
Inc., and the original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on March 12, 1973.

         2.      This Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 245 of the General
Corporation Law of the State of Delaware by the Board of Directors of the
Corporation without a vote of the stockholders of the Corporation.  This
Restated Certificate of Incorporation only restates and integrates and does not
further amend the provisions of the Corporation's Certificate of Incorporation
as heretofore amended or supplemented, and there is no discrepancy between
those provisions and this Restated Certificate of Incorporation except that
provisions whose omission is not deemed a further amendment under Section
245(c) of the General Corporation Law of the State of Delaware have been
omitted.

         3.      The text of the Restated Certificate of Incorporation as
heretofore amended or supplemented is hereby restated to read in its entirety
as follows:

         FIRST:  The name of the Corporation is Berkshire Hathaway Inc.

         SECOND: The registered office of the Corporation in the State of
Delaware is located at No. 1209 Orange Street in the City of Wilmington, County
of New Castle.  The name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware 19801.

         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 of all classes of stock which the
Corporation is authorized to issue is two million five hundred thousand
(2,500,000) shares.  The total number of shares of Preferred Stock of all
series which the Corporation is authorized to issue is one million (1,000,000)
shares of Preferred Stock.  Shares of Preferred Stock shall have no par
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                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3


value.  The total number of shares of Common Stock which the Corporation is
authorized to issue is one million five hundred thousand (1,500,000) shares of
Common Stock, each of which shall have a par value of Five Dollars ($5.00).

1.       Preferred Stock

         The Board of Directors is authorized, subject to limitations
prescribed by law and the limitation on authorized Preferred Stock stated above
in this Article FOURTH, to provide for the issuance of shares of Preferred
Stock in one or more series, and, by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in any series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof.

         The authority of the Board of Directors with respect to each series of
Preferred Stock shall include, but not be limited to, determination of the
following:

                 (a)      The number of shares constituting that series and the
distinctive designation of that series;

                 (b)      The dividend rate on the shares of that series,
whether dividends shall be cumulative, and, if so, from which date or dates and
the relative rights of priority, if any, of payment of dividends on shares of
that series;

                 (c)      Whether that series shall have voting rights, in
addition to the voting rights provided by law, and, if so, the terms of such
voting rights;

                 (d)      Whether that series shall have conversion privileges,
and, if so, the terms and conditions of such conversion, including provision
for adjustment of the conversion rate in such events as the Board of Directors
shall determine;

                 (e)      Whether or not the shares of that series shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different redemption dates;

                 (f)      Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms and
amount of such sinking fund;

                 (g)      The rights of the shares of that series in the event
of voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of shares
of that series; and

                 (h)      Any other absolute or relative rights, preferences or
limitations of that series.

         Dividends on outstanding shares of Preferred Stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment of dividends on the common shares with
respect to the same dividend period.
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                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3


         The Preferred Stock shall be preferred over the Common Stock as to
assets, and in the event of any liquidation or dissolution or winding up of the
Corporation (whether voluntary or involuntary), the holders of the Preferred
Stock shall be entitled to receive out of the assets of the Corporation
available for distribution to its stockholders, whether from capital, surplus
or earnings, the amount specified for each particular series, together with any
dividends accrued or in arrears, for every share of their holdings of Preferred
Stock before any distribution of the assets shall be made to the holders of the
Common Stock, and shall be entitled to no other or further distribution.  If
upon any voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, the assets available for distribution to holders of shares of
Preferred Stock of all series shall be insufficient to pay such holders the
full preferential amount to which they are entitled, then such assets shall be
distributed ratably among the shares of all series of Preferred Stock in
accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any, as provided by the Board of Directors) payable
with respect thereto.

         Neither the consolidation nor merger of the Corporation with or into
any other corporation, nor any sale, lease, exchange or conveyance of all or
any part of the property, assets or business of the Corporation shall be deemed
to be a liquidation, dissolution or winding up of the Corporation within the
meaning of this Article FOURTH.

2.       Common Stock

         The shares of Common Stock may be issued by the Corporation from time
to time for such consideration, having a value not less than par value, as may
be fixed from time to time by the Board of Directors of the Corporation.  Any
and all shares so issued for which the consideration so fixed has been paid or
delivered to the Corporation shall be deemed fully paid stock and shall not be
liable to any further call or assessment thereon, and the holders of said
shares shall not be liable for any further payments in respect of such shares.

         Each holder of Common Stock shall be entitled to one vote for each
share of Common Stock standing in his name on the books of the Corporation.

         FIFTH:  Omitted.

         SIXTH:  The following additional provisions are in furtherance and not
limitation of any power, privilege or purpose conferred or permitted by law,
this certificate or the by-laws:

         1.      Except as may be otherwise expressly required by law, or the
                 provisions of this Certificate or the by-laws, the Board of
                 Directors of the Corporation shall have and may exercise,
                 transact, manage, promote and carry on all of the powers,
                 authorities, businesses, objectives and purposes of the
                 Corporation.
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                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3


         2.      The election of directors need not be by ballot unless the
                 by-laws so require.

         3.      The Board of Directors of the Corporation is authorized and
                 empowered to make, alter, amend and repeal the By-laws of the
                 Corporation in any manner not inconsistent with the laws of
                 the State of Delaware.

         4.      The Board of Directors may fix from time to time the 
                 compensation of its members.

         5.      The Corporation may indemnify or insure or both indemnify and
                 insure any person who is or was a director, officer, employee
                 or agent of the Corporation or, at its request, of another
                 corporation, partnership, joint venture, trust or other
                 enterprise, to the full extent provided or permitted by its
                 by-laws, as from time to time amended, and to the full extent
                 to which those indemnified may now or hereafter be entitled
                 under any law, agreement, vote of stockholders or
                 disinterested directors or otherwise.

         SEVENTH:   No contract or other transaction between the
Corporation and any other corporation, and no act of the Corporation shall in
any way be affected or invalidated by the fact that any of the directors of the
Corporation are pecuniarily or otherwise interested in or are directors or
officers of such other corporation.  Any director individually, or any firm of
which such director may be a member, may be a party to or may be pecuniarily or
otherwise interested in any contract or transaction of the Corporation,
provided that the fact that he or such firm is so interested shall be disclosed
or shall have been known to the Board of Directors, or a majority thereof; and
any director of the Corporation, who is also a director or officer of such
other corporation, or is so interested, may be counted in determining the
existence of a quorum at any meeting of the Board of Directors of the
Corporation which shall authorize such contract or transaction, and may vote
thereat to authorize any such contract or transaction, with like force and
effect, as if he were not such director or officer of such other corporation or
not so interested,


         EIGHTH:  Any action which would otherwise be required or permitted to
be taken by the vote of stockholders at a meeting thereof may instead be taken
by the written consent of stockholders who would be entitled to vote upon such
action if such a meeting were held having not less than the percentage of the
total number of votes which would have been required to take such action at
such a meeting.

         NINTH:  Omitted.

         TENTH:  No director of this Corporation shall have personal liability
to the Corporation or any of its stockholders for monetary damages for breach
of fiduciary duty as a director.  The foregoing provision shall not eliminate
or limit the
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                                                                       REG. S-K
                                                                       ITEM 601
                                                                       EXHIBIT 3


liability of a director (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 General Corporation Law of the State of Delaware
or (iv) for any transaction from which the director derived an improper
personal benefit.  In the event that the General Corporation Law of the State
of Delaware is amended after approval of this Article by the stockholders so as
to authorize corporate action further eliminating or limiting the liability of
directors, the liability of a director of this Corporation shall thereupon be
eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended from time to time.  The
provisions of this Article shall not be deemed to limit or preclude
indemnification of a director by the Corporation for any liability of a
director which has not been eliminated by the provisions of this Article.

         IN WITNESS WHEREOF, this Restated Certificate of Incorporation has
been signed by the Company this  2nd  day of   May   , 1995.
                                -----        --------

                                              Berkshire Hathaway Inc.


                                              By:  \s\ Marc D. Hamburg  
                                                  ---------------------------
                                                  Marc D. Hamburg
                                                  Vice President





Attest:


 \s\ Forrest N. Krutter  
-------------------------------
Forrest N. Krutter
Secretary