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                                                                     EXHIBIT 3.3


                           CERTIFICATE OF DESIGNATION
                                       OF
                SERIES ONE JUNIOR PARTICIPATING PREFERRED STOCK
                                       of
                                 ALLWASTE, INC.
             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware

         ALLWASTE, INC., a corporation organized and existing under the laws of
the State of Delaware (the "Company"), DOES HEREBY CERTIFY that, at a meeting
of the Company's Board of Directors duly called and held on August 2, 1996 at
which a quorum was present and acting throughout, the following resolutions
were adopted pursuant to Section 151 of the Delaware General Corporation Law
(the "Delaware Act"):

         WHEREAS, Article FOURTH of the Company's Amended and Restated
Certificate of Incorporation (the "Charter"), authorizes a total of 100,500,000
shares of capital stock, consisting of 500,000 shares of preferred stock, par
value $0.01 per share (the "Preferred Stock"), issuable form time to time in
one or more series, and 100,000,000 shares of common stock, par value $0.01 per
share (the "Common Stock"), issuable from time to time; and

         WHEREAS, in accordance with Section 151 of the Delaware Act and
pursuant to Article FOURTH of the Charter, the Company's Board of Directors is
authorized to fix the designations, powers, preferences and relative,
participating, optional or other special rights, if any, and qualifications,
limitations or restrictions thereof, of any wholly unissued series of Preferred
Stock, and to fix the number of shares constituting such series, and to
increase or decrease the number of shares of any such series (but not below the
number of shares thereof then outstanding); and

         WHEREAS, it is the desire of the Board of Directors of this
Corporation, in accordance with the authority conferred upon it as described
above, to issue a series of Preferred Stock and to fix the rights, preferences,
restrictions and other matters relating thereto;

         NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does
hereby establish a series of Preferred Stock of this Company and does hereby
fix and determine the rights, preferences, restrictions and other matters
relating to said series of Preferred Stock, as follows:





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SECTION 1.       Designation and Amount.

         The shares of such series shall be designated as "Series One Junior
Participating Preferred Stock" ("Series One Preferred Stock") and the number of
shares constituting such series shall be 100,000. Such number of shares may be
adjusted by appropriate action of the Board of Directors.

SECTION 2.       Dividends and Distributions.

                 (a)      Subject to the provisions for adjustment hereinafter
set forth, the holders of shares of Series One Preferred Stock shall be
entitled to receive, when, as and if declared by the Board of Directors out of
funds legally available for the purpose, (i) cash dividends in an amount per
share (rounded to the nearest cent) equal to 1000 times the aggregate per share
amount of all cash dividends contemporaneously declared on the Common Stock,
and (ii) a preferential cash dividend ("Preferential Dividends"), if any, on
the tenth day of March, June, September and December of each year (each a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or fraction of a share of
Series One Preferred Stock, in an amount equal to $10.00 per share of Series
One Preferred Stock less the per share amount of all cash dividends declared on
the Series One Preferred Stock pursuant to clause (i) of this sentence since
the immediately preceding Quarterly Dividend Payment Date or, with respect to
the first Quarterly Dividend Payment Date, since the first issuance of any
share or fraction of a share of Series One Preferred Stock. In the event the
Company shall, at any time after the issuance of any share or fraction of a
share of Series One Preferred Stock, make any distribution on the shares of
Common Stock, whether by way of a dividend or a reclassification of stock, a
recapitalization, reorganization or partial liquidation of the Company or
otherwise, which is payable in cash or any debt security, debt instrument,
real or personal property or any other property (other than cash dividends
subject to the immediately preceding sentence and other than a distribution of
shares of Common Stock or other capital stock of the Company and other than a
distribution of rights or warrants to acquire any such share, including any
debt security convertible into or exchangeable for any such share, at a price
less than the Current Market Price (as hereinafter defined) of such share),
then and in each such event the Company shall simultaneously pay on each then
outstanding share of Series One Preferred Stock a distribution, in like kind,
of 1000 times (subject to the provisions for adjustment hereinafter set forth)
such distribution paid on a share of Common Stock. The dividends and
distributions on the Series One Preferred Stock to which holders thereof are
entitled pursuant to clause (i) of the first sentence of this paragraph and
pursuant to the second sentence of this paragraph are hereinafter referred to
as "Participating Dividends" and the multiple of such cash and non-cash
dividends on the Common Stock applicable to the determination of the
Participating Dividends, which shall be 1000 initially but shall be adjusted
from time to time as hereinafter provided, is hereinafter referred to as the
"Dividend Multiple." In the event the Company shall at any time after August
15, 1996 declare or pay any dividend or make any distribution on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, then in each
such case the Dividend Multiple thereafter applicable to the determination of
the amount of Participating Dividends which holders of shares of Series One





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Preferred Stock shall be entitled to receive shall be the Dividend Multiple
applicable immediately prior to such event multiplied by a fraction, of which
the numerator is the number of shares of Common Stock outstanding immediately
after such event and of which the denominator is the number of shares of Common
Stock that were outstanding immediately prior to such event.

                 (b)      The Company shall declare each Participating Dividend
at the same time it declares any cash or non-cash dividend or distribution on
the Common Stock in respect of which a Participating Dividend is required to be
paid. No cash or non-cash dividend or distribution on the Common Stock in
respect of which a Participating Dividend is required to be paid shall be paid
or set aside for payment on the Common Stock unless a Participating Dividend in
respect of such dividend or distribution on the Common Stock shall be
simultaneously paid, or set aside for payment, on the Series One Preferred
Stock.

                 (c)      Preferential Dividends shall begin to accrue on
outstanding shares of Series One Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of issuance of any shares of Series One
Preferred Stock. Accrued but unpaid Preferential Dividends shall cumulate but
shall not bear interest. Preferential Dividends paid on the shares of Series
One Preferred Stock in an amount less then the total amount of such dividends
at the time accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

SECTION 3.       Voting Rights.

         The holders of shares of Series One Preferred Stock shall have the
following voting rights:

                 (a)      Subject to the provisions for adjustment hereinafter
set forth, each share of Series One Preferred Stock shall entitle the holder
thereof to 1000 votes on all matters submitted to a vote of the stockholders of
the Company. The number of votes which a holder of Series One Preferred Stock
is entitled to cast, as the same may be adjusted from time to time as
hereinafter provided, is hereinafter referred to as the "Vote Multiple." In the
event the Company shall at any time after August 15, 1996 declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision or split or a combination, consolidation or reverse split of the
outstanding shares of Common Stock into a greater or lesser number of shares of
Common Stock, then in each such case the Vote Multiple thereafter applicable to
the determination of the number of votes per share to which holders of shares
of Series One Preferred Stock shall be entitled after such event shall be the
Vote Multiple immediately prior to such event multiplied by a fraction, of
which the numerator is the number of shares of Common Stock outstanding
immediately after such event and of which the denominator is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                 (b)      Except as otherwise provided herein or by law, the
holder of shares of Series One Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Company.





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                 (c)      In the event that the Preferential Dividends accrued
on the Series One Preferred Stock for six or more quarterly dividend periods,
whether consecutive or not, shall not have been declared and paid or set apart
for payment, the holders of record of preferred stock of the Company of all
series (including the Series One Preferred Stock), other than any series in
respect of which the right is expressly withheld by the Charter or the
authorizing resolutions included in the Certificate of Designation therefor,
shall have the right, at the next meeting of stockholders called for the
election of directors, to elect two members to the Board of Directors, which
directors shall be in addition to the number required by the Company's bylaws
as in effect prior to such event, to serve until the next annual meeting of the
stockholders and until their successors are elected and qualified or their
earlier resignation, removal or incapacity or until such earlier time as all
accrued and unpaid Preferential Dividends upon the outstanding shares of Series
One Preferred Stock shall have been paid (or set aside for payment) in full.
The holders of shares of Series One Preferred Stock shall continue to have the
right to elect directors as provided by the immediately preceding sentence
until all accrued and unpaid Preferential Dividends upon the outstanding shares
of Series One Preferred Stock shall have been paid (or set aside for payment)
in full. Such directors may be removed and replaced by such stockholders, and
vacancies in such directorships may be filled only by such stockholders (or by
the remaining director elected by such stockholders, if there be one) in the
manner permitted by law; provided, however, that any such action by
stockholders shall be taken at a meeting of stockholders and shall not be taken
by written consent thereof.

                 (d)      Except as otherwise required by law or set forth
herein, holders of Series One Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for the
taking of any corporate action.

SECTION 4.       Certain Restrictions.

                 (a)      Whenever Preferential Dividends or Participating
Dividends are in arrears or the Company shall be in default of payment thereof,
thereafter and until all accrued and unpaid Preferential Dividends and
Participating Dividends, whether or not declared, on shares of Series One
Preferred Stock outstanding shall have been paid or set aside for payment in
full, and in addition to any and all other rights which any holder of shares of
Series One Preferred Stock may have in such circumstances, the Company shall
not:

                          (i)     declare or pay dividends on, make any other
         distributions on, or redeem or purchase or otherwise acquire for
         consideration any shares of stock ranking junior (either as to
         dividends or upon liquidation, dissolution or winding up) to, the
         Series One Preferred Stock;

                          (ii)    declare or pay dividends on or make any other
         distributions on any shares of stock ranking on a parity as to
         dividends with the Series One Preferred Stock, unless dividends are
         paid ratably on the Series One Preferred Stock and all such parity
         stock





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         on which dividends are payable or in arrears in proportion to the
         total amounts to which the holders of all such shares are then
         entitled;

                          (iii)   except as permitted by sub-clause (iv) of
         this Section 4(a), redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up), with the
         Series One Preferred Stock, provided that the Company may at any time
         redeem, purchase or otherwise acquire shares of any such parity stock
         in exchange for shares of any stock of the Company ranking junior
         (both as to dividends and upon liquidation, dissolution or winding up)
         to the Series One Preferred Stock; or

                          (iv)    purchase or otherwise acquire for
         consideration any shares of Series One Preferred Stock, or any shares
         of stock ranking on a parity with the Series One Preferred Stock
         (either as to dividends or upon liquidation, dissolution or winding
         up), except in accordance with a purchase offer made in writing or by
         publication (as determined by the Board of Directors) to all holders
         of such shares upon such terms as the Board of Directors, after
         consideration of the respective annual dividend rates and other
         relative rights and preferences of the respective series and classes,
         shall determine in good faith will result in fair and equitable
         treatment among the respective series or classes.

                 (b)      The Company shall not permit any subsidiary of the
Company to purchase or otherwise acquire for consideration any shares of stock
of the Company unless the Company could, in accordance with Section 4(a),
purchase or otherwise acquire such shares at such time and in such manner.

                 (c)      The Company shall not issue any shares of Series One
Preferred Stock except upon exercise of rights issued pursuant to that certain
Rights Agreement dated as of August 5, 1996, between the Company and American
Stock Transfer & Trust Company, a copy of which is on file with the Secretary
of the Company at its principal executive office and shall be made available to
stockholders of record without charge upon written request therefor addressed
to the Secretary. Notwithstanding the foregoing sentence, nothing contained in
the provisions hereof shall prohibit or restrict the Company from issuing for
any purpose any series of preferred stock with rights and privileges similar
to, different from, or greater than, those of the Series One Preferred Stock.

SECTION 5.       Reacquired Shares.

         Any shares of Series One Preferred Stock purchased or otherwise
acquired by the Company in any manner whatsoever shall be retired and cancelled
promptly after the acquisition thereof. The Company shall cause all such shares
upon their retirement and cancellation to become authorized but unissued shares
of Preferred Stock, without designation as to series, and such shares may be
reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors.





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SECTION 6.       Liquidation, Dissolution or Winding Up.

         Upon any voluntary or involuntary liquidation, dissolution or winding
up of the Company, no distribution shall be made (i) to the holders of shares
of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series One Preferred Stock unless the holders
of shares of Series One Preferred Stock shall have received, subject to
adjustment as hereinafter provided, (A) $10.00 per share plus an amount equal
to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment, or (B) if greater than the amount
specified in clause (i)(A) of this sentence, the amount equal to 1000 times the
aggregate amount to be distributed per share holders of Common Stock, or (ii)
to the holders of stock ranking on a parity upon liquidation, dissolution or
winding up with the Series One Preferred Stock, unless simultaneously therewith
distributions are made ratably on the Series One Preferred Stock and all other
shares of such parity stock in proportion to the total amounts to which the
holders of shares of Series One Preferred Stock are entitled under clause 
(i)(A) of this sentence and to which the holders of such parity shares are
entitled, in each case upon such liquidation, dissolution or winding up. The
amount to which holders of Series One Preferred Stock may be entitled upon
liquidation, dissolution or winding up of the Company pursuant to clause (i)(B)
of the immediately preceding sentence is hereinafter referred to as the
"Participating Liquidation Amount" and the multiple of the amount to be
distributed to holders of shares of Common Stock upon the liquidation,
dissolution or winding up of the Company applicable pursuant to such clause to
the determination of the Participating Liquidation Amount, as such multiple may
be adjusted from time to time as hereinafter provided, is hereinafter referred
to as the "Liquidation Multiple." In the event the Company shall at any time
after August 15, 1996 declare or pay any dividend on Common Stock payable in
shares of Common Stock, or effect a subdivision or split or a combination,
consolidation or reverse split of the outstanding shares of Common Stock into 
a greater or lesser number of shares of Common Stock, then in each such case the
Liquidation Multiple thereafter applicable to the determination of the
Participating Liquidation Amount to which holders of Series One Preferred Stock
shall be entitled after such event shall be the Liquidation Multiple applicable
immediately prior to such event multiplied by a fraction, of which the numerator
is the number of shares of Common Stock outstanding immediately after such event
and of which the denominator is the number of shares of Common Stock that were
outstanding immediately prior to such event.

SECTION 7.       Certain Reclassifications and Other Events.

                 (a)      In the event that holders of shares of Common Stock
of the Company receive after August 15, 1996 in respect of their shares of
Common Stock any share of capital stock of the Company (other than any share of
Common Stock), whether by way of reclassification, recapitalization,
reorganization, dividend or other distribution or otherwise ("Transaction"),
then and in each such event the dividend rights, voting rights and rights upon
the liquidation, dissolution or winding up of the Company of the shares of
Series One Preferred Stock shall be adjusted so that after such event the
holders of Series One Preferred Stock shall be entitled, in respect of each
share of Series One Preferred Stock held, in addition to such rights in respect
thereof to which such holder was entitled immediately prior to such adjustment,
to (i) such additional dividends as equal the





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Dividend Multiple in effect immediately prior to such Transaction multiplied by
the additional dividends which the holder of a share of Common Stock shall be
entitled to receive by virtue of the receipt in the transaction of such capital
stock, (ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such Transaction multiplied by the additional voting rights
which the holder of a share of Common Stock shall be entitled to receive by
virtue of the receipt in the transaction of such capital stock and (iii) such
additional distributions upon liquidation, dissolution or winding up of the
Company as equal the Liquidation Multiple in effect immediately prior to such
transaction multiplied by the additional amount which the holder of a share of
Common Stock shall be entitled to receive upon liquidation, dissolution or
winding up of the Company by virtue of the receipt in the Transaction of such
capital stock, as the case may be, all as provided by the terms of such capital
stock.

              (b)    In the event that holders of shares of Common Stock of 
the Company receive after August 15, 1996 in respect of their shares of Common
Stock any right or warrant to purchase Common Stock (including as such a right,
for all purposes of this paragraph, any security convertible into or
exchangeable for Common Stock) at a purchase price per share less than the
Current Market Price of a share of Common Stock on the date of issuance of such
right or warrant, then and in each such event the dividend rights, voting rights
and rights upon the liquidation, dissolution or winding up of the Company of the
shares of Series One Preferred Stock shall each be adjusted so that after such
event the Dividend Multiple, the Vote Multiple and the Liquidation Multiple
shall each be the product of the Dividend Multiple, the Vote Multiple and the
Liquidation Multiple, as the case may be, in effect immediately prior to such
event multiplied by a fraction, of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such issuance of rights or
warrants plus the maximum number of shares of Common Stock which could be
acquired upon exercise in full of all such rights or warrants and of which the
denominator shall be the number of shares of Common Stock outstanding
immediately before such issuance of rights or warrants plus the number of shares
of Common Stock which could be purchased, at the Current Market Price of the
Common Stock at the time of such issuance, by the maximum aggregate
consideration payable upon exercise in full of all such rights or warrants.

              (c)    In the event that holders of shares of Common Stock of the
Company receive after August 15, 1996 in respect of their shares of Common Stock
any right or warrant to purchase capital stock of the Company (other than shares
of Common Stock), including as such a right, for all purposes of this paragraph,
any security convertible into or exchangeable for capital stock of the Company
(other than Common Stock), at a purchase price per share less than the Current
Market Price of such shares of capital stock on the date of issuance of such
right or warrant, then and in each such event the dividend rights, voting rights
and rights upon liquidation, dissolution or winding up of the Company of the
shares of Series One Preferred Stock shall each be adjusted so that after such
event each holder of a share of Series One Preferred Stock shall be entitled, in
respect of each share of Series One Preferred Stock held, in addition to such
rights in respect thereof to which such holder was entitled immediately prior to
such event, to receive (i) such additional dividends as equal the Dividend
Multiple in effect immediately prior to such event multiplied, first, by the
additional dividends to which the holder of a share of Common Stock shall be
entitled upon exercise of such





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right or warrant by virtue of the capital stock which could be acquired upon
such exercise and multiplied again by the Discount Fraction (as hereinafter
defined) and (ii) such additional voting rights as equal the Vote Multiple in
effect immediately prior to such event multiplied, first, by the additional
voting rights to which the holder of a share of Common Stock shall be entitled
upon exercise of such right or warrant by virtue of the capital stock which
could be acquired upon such exercise and multiplied again by the Discount
Fraction and (iii) such additional distributions upon liquidation, dissolution
or winding up of the Company as equal the Liquidation Multiple in effect
immediately prior to such event multiplied, first, by the additional amount
which the holder of a share of Common Stock shall be entitled to receive upon
liquidation, dissolution or winding up of the Company upon exercise of such
right or warrant by virtue of the capital stock which could be acquired upon
such exercise and multiplied again by the Discount Fraction. For purposes of
this paragraph, the "Discount Fraction" shall be a fraction, of which the
numerator shall be the difference between the Current Market Price of a share
of the capital stock subject to a right or warrant distributed to holders of
shares of Common Stock as contemplated by this paragraph immediately after the
distribution thereof and the purchase price per share for such share of capital
stock pursuant to such right or warrant and of which the denominator shall be
the Current Market Price of a share of such capital stock immediately after the
distribution of such right or warrant.

              (d)    For purposes of this Section 7, the "Current Market Price"
of a share of capital stock of the Company (including a share of Common Stock)
on any date shall be deemed to be the average of the daily closing prices per
share thereof over the 30 consecutive Trading Days (as such term is hereinafter
defined) immediately prior to such date; provided, however, that, in the event
that such Current Market Price of any such share of capital stock is determined
during a period which includes any date that is within 30 Trading Days after the
ex-dividend date for (i) a dividend or distribution on stock payable in shares
of such stock or securities convertible into shares of such stock, or (ii) any
subdivision, split, combination, consolidation, reverse stock split or
reclassification of such stock, then, and in each such case, the Current Market
Price shall be appropriately adjusted by the Board of Directors of the Company
to reflect the Current Market Price of such stock to take into account
ex-dividend trading. The closing price for any day shall be the last sale
price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the New York Stock
Exchange or, if the shares are not listed or admitted to trading on the New
York Stock Exchange, as reported in the principal consolidated transaction
reporting system with respect to securities listed on the principal national
securities exchange on which the shares are listed or admitted to trading or,
if the shares are not listed or admitted to trading on any national securities
exchange, the last quoted price or, if not so quoted, the average of the high
bid and low asked prices in the over-the-counter market, as reported by the
National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ") or such other system then in use, or if on any such date the shares
are not quoted by any such organization, the average of the closing bid and
asked prices as furnished by a professional market maker making a market in the
shares selected by the Board of Directors of the Company. The term "Trading
Day" shall mean a day on which the principal national securities exchange on
which the shares are listed or admitted to trading is open for the transaction
of business or, if the shares are not





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listed or admitted to trading on any national securities exchange, a day on
which the New York Stock Exchange or such other national securities exchange as
may be selected by the Board of Directors of the Company is open. If the shares
are not publicly held or not so listed or traded on any day within the period of
30 Trading Days applicable to the determination of Current Market Price thereof
as aforesaid, "Current Market Price" shall mean the fair market value thereof
per share as determined in good faith by the Board of Directors of the Company.
In either case referred to in the foregoing sentence, the determination of
Current Market Price shall be described in a statement filed with the Secretary
of the Company.

SECTION 8.    Consolidation, Merger, Etc.

       In case the Company shall enter into any consolidation, merger,
combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each outstanding share of Series One Preferred
Stock shall at the same time be similarly exchanged for or changed into the
aggregate amount of stock, securities, cash and/or other property (payable in
like kind), as the case may be, for which or into which each share of Common
Stock is changed or exchanged multiplied by the highest of the Vote Multiple,
the Dividend Multiple or the Liquidation Multiple in effect immediately prior to
such event.

SECTION 9.    Effective Time of Adjustments.

              (a)    Adjustments to the Series One Preferred Stock required by
the provisions hereof shall be effective as of the time at which the event
required such adjustments occurs.

              (b)    The Company shall give prompt written notice to each
holder of a share of Series One Preferred Stock of the effect of any adjustment
to the voting rights, dividend rights or rights upon liquidation, dissolution
or winding up of the Company of such shares required by the provisions hereof.
Notwithstanding the foregoing sentence, the failure of the Company to give such
notice shall not affect the validity of or the force or effect of or the
requirement for such adjustment.

SECTION 10.   No Redemption.

The shares of Series One Preferred Stock shall not be redeemable at the option
of the Company or any holder thereof.  Notwithstanding the foregoing sentence
of this Section, the Company may acquire shares of Series One Preferred Stock 
in any other manner permitted by law, the provisions hereof and the Charter.

SECTION 11.   Ranking.

       Unless otherwise provided in the Charter or a Certificate of Designation
relating to a subsequent series of Preferred Stock, the Series One Preferred
Stock shall rank junior to all other





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series of the Preferred Stock as to the payment of dividends and the
distribution of assets on liquidation, dissolution or winding up and senior to
the Common Stock.

SECTION 12.   Amendment.

       The provisions hereof and of the Charter shall not be amended in any
manner which would materially affect the rights, privileges or powers of the
Series One Preferred Stock without, in addition to any other vote of
stockholders required by law, the affirmative vote of the holders of two-thirds
or more of the outstanding shares of Series One Preferred Stock, voting
together as a single class.





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       IN WITNESS WHEREOF, we have executed and subscribed this Certificate of
Designation and do affirm the foregoing as true under the penalties of perjury
this 14th day of November, 1996.


                                        /s/ ROBERT M. CHISTE
                                        ---------------------------------------
                                        Robert M. Chiste
                                        President and Chief Executive Officer

                                        /s/ W. FIEDLER
                                        ---------------------------------------
                                        William L. Fiedler
                                        Vice President and Corporate Secretary





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