EXHIBIT 3.1
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                            OREGON STEEL MILLS, INC.
           (originally incorporated June 21, 1972, under the name
                     GILMORE STEEL CORPORATION OF DELAWARE)
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FIRST:  The name of this Corporation is OREGON STEEL MILLS, INC.
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SECOND: This Corporation's registered office in the State of Delaware is to be
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located at 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is the Corporation Trust
Company.

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

FOURTH:
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    (1) The total number of shares of all classes of stock which the Corporation
has the authority to issue is 46,000,000, consisting of two classes of
shares of stock, to be designated Common Stock and Preferred Stock. The total
number of shares of Common Stock authorized to be issued is 45,000,000 shares,
$0.01 par value per share, and the total number of shares of Preferred Stock
authorized to be issued is 1,000,000 shares, $0.01 par value per share.

    (2) The shares of Preferred Stock may be issued from time to time in one or
more series. The Board of Directors of this Corporation is authorized to
provide for the issuance of the shares of the Preferred Stock in series, and by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish the number of shares to be included in such a series and to fix the
designation, powers, preferences and rights of the shares of each such series
and any qualifications, limitations or restrictions thereof, including but not
limited to the dividend rights, dividend rate, conversion rights, voting rights,
rights and terms of redemption (including sinking fund provisions) and the
liquidation preferences, and the number of shares constituting any such series
and the designation thereof, or any of them; and, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series of Preferred
Stock, to increase or decrease (but not below the number of shares of any such
series then outstanding) the number of shares of any series subsequent to the
issue of shares of such series. In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.

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         RESOLVED, that pursuant to Section 151(g) of the Delaware General
Corporation Law and the authority vested in the Board of Directors of the
Corporation in accordance with the provisions of FOURTH ARTICLE of the Restated
Certificate of Incorporation of the Corporation, a series of Preferred Stock of
the Corporation be, and is, created, and the powers, designations, preferences
and relative, participating, optional or other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof, be,
and are, as follows:

                  SECTION 1.        DESIGNATION AND AMOUNT.

                  The shares of such series shall be designated as
         "Participating Preferred Stock" (the "Participating Preferred Stock")
         and the number of shares constituting such series shall be Six Hundred
         Thousand (600,000).

                  SECTION 2.        DIVIDENDS AND DISTRIBUTIONS.

                  (A) Subject to the provisions for adjustment hereinafter set
         forth, the holders of shares of Participating 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 1,000 times
         the aggregate per share amount of all cash dividends declared or paid
         on the Common Stock, $0.01 par value per share, of the Corporation (the
         "Common Stock") and (ii) a preferential cash dividend (the
         "Preferential Dividends"), if any, in preference to the holders of
         Common Stock, on the last day of February, May, August and November 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 Participating Preferred Stock, payable
         in an amount (except in the case of the first Quarterly Dividend
         Payment if the date of the first issuance of Participating Preferred
         Stock is a date other than a Quarterly Dividend Payment date, in which
         case such payment shall be a prorated amount of such amount) equal to
         $.01 per share of Participating Preferred Stock less the per share
         amount of all cash dividends declared on the Participating 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 Participating Preferred Stock. In the event
         the Corporation shall, at any time after the issuance of any share or
         fraction of a share of Participating Preferred Stock, make any
         distribution on the shares of Common Stock of the Corporation, whether
         by way of a dividend or a reclassification of stock, a
         recapitalization, reorganization or partial liquidation of the
         Corporation or otherwise, which is payable in cash or any debt
         security, debt instrument, real or personal

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         property or any other property (other than cash dividends subject to
         the immediately preceding sentence, a distribution of shares of Common
         Stock or other capital stock of the Corporation or 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 Fair Market Value (as hereinafter defined) of such
         share), then, and in each such event, the Corporation shall
         simultaneously pay on each then outstanding share of Participating
         Preferred Stock of the Corporation a distribution, in like kind, of
         1,000 times such distribution paid on a share of Common Stock (subject
         to the provisions for adjustment hereinafter set forth). The dividends
         and distributions on the Participating 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 "Dividends" and the multiple of such
         cash and non-cash dividends on the Common Stock applicable to the
         determination of the Dividends, which shall be 1,000 initially but
         shall be adjusted from time to time as hereinafter provided, is
         hereinafter referred to as the "Dividend Multiple." In the event the
         Corporation shall at any time after January 12, 2000 (i) declare or pay
         any dividend or make any distribution on Common Stock payable in shares
         of Common Stock, (ii) 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, or
         (iii) issue any shares of its capital stock in a reclassification of
         the Common Stock (including any such reclassification in connection
         with a consolidation or merger in which the Corporation is the
         continuing or surviving corporation), then in each such case the
         Dividend Multiple thereafter applicable to the determination of the
         amount of Dividends which holders of shares of Participating Preferred
         Stock shall be entitled to receive shall be the Dividend Multiple
         applicable immediately prior to such event multiplied by a fraction
         the numerator of which is the number of shares of Common Stock
         outstanding immediately after such event and the denominator of which
         is the number of shares of Common Stock that were outstanding
         immediately prior to such event.

                  (B) The Corporation shall declare each Dividend at the same
         time it declares any cash or non-cash dividend or distribution on the
         Common Stock in respect of which a Dividend is required to be paid. No
         cash or non-cash dividend or distribution on the Common Stock in
         respect of which a Dividend is required to be paid shall be paid or set
         aside for payment on the Common Stock unless a Dividend in respect of
         such dividend or distribution on the Common Stock shall be
         simultaneously paid, or set aside for payment, on the Participating
         Preferred Stock; provided that, in the event that no dividend or
         distribution is declared on

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         the Common Stock during any period between any Quarterly Dividend
         Payment Date and the next Quarterly Dividend Payment Date, the
         Preferential Dividends shall nevertheless be payable on such next
         Quarterly Dividend Payment Date.

                  (C) Preferential Dividends shall begin to accrue on
         outstanding shares of Participating Preferred Stock from the Quarterly
         Dividend Payment Date next preceding the date of issuance of any shares
         of Participating Preferred Stock, unless the date of issue of such
         shares is prior to the record date for the first Quarterly Dividend
         Payment Date, in which case dividends on such shares shall begin to
         accrue from the date of issue of such shares, or unless the date of
         issue is a Quarterly Dividend Payment Date or is a date after the
         record date for determination of holders of shares of Participating
         Preferred Stock entitled to receive a Preferential Dividend and before
         such Quarterly Dividend Payment Date, in either of which events such
         dividends shall begin to accrue and be cumulative from such Quarterly
         Dividend Payment Date. Accrued but unpaid Preferential Dividends shall
         cumulate but shall not bear interest Preferential Dividends paid on the
         shares of Participating Preferred Stock in an amount less than 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. The Board of Directors may fix a
         record date for the determination of holders of the Participating
         Preferred Stock entitled to receive payment of a dividend or
         distribution declared thereon, which record date shall be no more than
         30 days prior to the date fixed for the payment thereof.

                  SECTION 3.        VOTING RIGHTS.

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

                  (A) Subject to the provisions for adjustment hereinafter set
         forth, each share of Participating Preferred Stock shall entitle the
         holder thereof to 1,000 votes on all matters submitted to a vote of the
         holders of the Common Stock. The number of votes which a holder of
         Participating 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 Corporation shall
         at any time after January 12, 2000, (i) declare or pay any dividend on
         Common Stock payable in shares of Common Stock, (ii) 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, or (iii) issue any shares of its
         capital stock in a reclassification of the Common Stock (including any
         such reclassification in connection with a consolidation or

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         merger in which the Corporation is the continuing or surviving
         corporation), 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 Participating Preferred Stock shall be
         entitled after such event shall be the Vote Multiple immediately prior
         to such event multiplied by a fraction the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  (B) Except as otherwise provided herein, in the Corporation's
         Restated Certificate of Incorporation or Bylaws, or by law, the holders
         of shares of Participating 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 Corporation.

                  (C) In the event that the Preferential Dividends accrued on
         the Participating Preferred Stock for four or more consecutive
         quarterly periods shall not have been declared and paid or set apart
         for payment, the holders of record of the Participating Preferred
         Stock, voting together with the holders of record of any other series
         of preferred stock of the Corporation which shall then have the right,
         expressly granted by the Restated Certificate of Incorporation of the
         Corporation or in any resolution or resolutions of the Board of
         Directors of the Corporation providing for the issue of such shares of
         preferred stock, to elect directors upon such a default in the payment
         of dividends by the Corporation shall have the right, at the next
         meeting of stockholders called for the election of directors, voting
         together as a class, to elect two members to the Board of Directors,
         which directors shall be elected to fill any then existing vacancies on
         the Board of Directors, or if no such vacancies exist or if the number
         of vacancies is insufficient to allow such stockholders to elect two
         directors, then the directors elected by such stockholders shall be in
         addition to the number provided for pursuant to the Corporation's
         Bylaws prior to such event, to serve until the next annual meeting 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 Participating Preferred Stock shall have been paid (or set aside for
         payment) in full. The holders of shares of Participating 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 Participating
         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

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         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. Subject to the foregoing, any directors elected pursuant to
         this paragraph 3(C) shall be elected annually and shall not constitute
         members of any Class of directors as contemplated by Fifth Article of
         the Corporation's Restated Certificate of Incorporation.

                  (D) Except as otherwise required by the Corporation's Restated
         Certificate of Incorporation or Bylaws or set forth herein, holders of
         Participating Preferred Stock shall have no other 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 Dividends are in
         arrears or the Corporation shall be in default of payment thereof,
         thereafter and until all accrued and unpaid Preferential Dividends and
         Dividends, whether or not declared, on shares of Participating
         Preferred Stock outstanding shall have been paid or set irrevocably
         aside for payment in full, and in addition to any and all other rights
         which any holder of shares of Participating Preferred Stock may have in
         such circumstances, the Corporation 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
         Participating Preferred Stock;

                      (ii) declare or pay dividends on or make any other
         distributions on any shares of stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) as to
         dividends with the Participating Preferred Stock, unless dividends are
         paid ratably on the Participating Preferred Stock and all such parity
         stock 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
         if the full dividends accrued thereon were to be paid;

                      (iii) except as permitted by subparagraph (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
         Participating Preferred Stock, provided that the Corporation may at any
         time redeem, purchase

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         or otherwise acquire shares of any such parity stock in exchange for
         shares of any stock of the Corporation ranking junior (both as to
         dividends and upon liquidation, dissolution or winding up) to the
         Participating Preferred Stock; or

                      (iv) purchase or otherwise acquire for consideration
         any shares of Participating Preferred Stock, or any shares of stock
         ranking on a parity with the Participating Preferred Stock (either as
         to dividends or upon liquidation, dissolution or winding up), except in
         accordance with a purchase offer made 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 Corporation shall not permit any Subsidiary (as
         hereinafter defined) of the Corporation to purchase or otherwise
         acquire for consideration any shares of stock of the Corporation unless
         the Corporation could, under paragraph (A) of this Section 4, purchase
         or otherwise acquire such shares at such time and in such manner. A
         "Subsidiary" of the Corporation shall mean any corporation or other
         entity of which securities or other ownership interests having ordinary
         voting power sufficient to elect a majority of the Board of Directors
         of such corporation or other entity or other persons performing similar
         functions are beneficially owned, directly or indirectly, by the
         Corporation or by any corporation or other entity that is otherwise
         controlled by the Corporation.

                  (C) The Corporation shall not issue any shares of
         Participating Preferred Stock except upon exercise of Rights issued
         pursuant to that certain Rights Agreement dated as of December 23, 1999
         between the Corporation and ChaseMellon Shareholder Services, LLC, as
         Rights Agent, a copy of which is on file with the Secretary of the
         Corporation at its principal executive office and shall be made
         available to stockholders of record without charge upon written request
         addressed to the Secretary of the Corporation. Notwithstanding the
         foregoing sentence, nothing contained in the provisions of this
         Certificate of Designations shall prohibit or restrict the Corporation
         from issuing for any purpose any series of Preferred Stock with rights
         and privileges similar to, different from, or greater than, those of
         the Participating Preferred Stock.

                  SECTION 5.  REACQUIRED SHARES.

                  Any shares of Participating Preferred Stock purchased or
         otherwise acquired by the Corporation in any manner whatsoever shall be
         retired and canceled promptly after the acquisition thereof. All such
         shares upon

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         their retirement and cancellation shall 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.

                  SECTION 6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

                  Upon any voluntary or involuntary liquidation, dissolution or
         winding up of the Corporation, 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 Participating
         Preferred Stock unless the holders of shares of Participating Preferred
         Stock shall have received, subject to adjustment as hereinafter
         provided, (A) $1.00 per one one-thousandth (1/1,000) of a 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, an amount
         equal to 1,000 times the aggregate amount to be distributed per share
         to holders of Common Stock, as the same may be adjusted as hereinafter
         provided and (ii) to the holders of stock ranking on a parity with the
         Participating Preferred Stock upon liquidation, dissolution or winding
         up, unless simultaneously therewith distributions are made ratably on
         the Participating Preferred Stock and all other shares of such parity
         stock in proportion to the total amounts to which the holders of shares
         of Participating 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 Participating Preferred Stock may be
         entitled upon liquidation, dissolution or winding up of the Corporation
         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
         Corporation applicable pursuant to clause (i)(B) of the foregoing
         sentence, as said multiple may be adjusted from time to time as
         hereinafter provided, is hereinafter referred to as the "Liquidation
         Multiple." Following payment in full of the Participating Liquidation
         Amount, the liquidation preferences of all other series of preferred
         stock, if any, that rank on a parity with the Participating Preferred
         Stock, and any amounts payable upon liquidation, dissolution or winding
         up to holders of Common Stock, holders of shares of Participating
         Preferred Stock and holders of shares of Common Stock shall receive
         their ratable and proportionate share of the remaining assets to be
         distributed in the ratio of the Liquidation Multiple to 1 for the
         Participating Preferred Stock and Common Stock, respectively. In the
         event the Corporation shall at any time after January 12, 2000 (i)
         declare or pay any dividend on Common

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         Stock payable in shares of Common Stock, (ii) 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, or (iii) issue any shares of its capital stock
         in a reclassification of the Common Stock (including any such
         reclassification in connection with a consolidation or merger in which
         the Corporation is continuing or surviving corporation), then, in each
         such case, the Liquidation Multiple thereafter applicable to the
         determination of the Participating Liquidation Amount to which holders
         of Participating Preferred Stock shall be entitled after such event
         shall be the Liquidation Multiple applicable immediately prior to such
         event multiplied by a fraction the numerator of which is the number of
         shares of Common Stock outstanding immediately after such event and the
         denominator of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

                  SECTION 7. CERTAIN RECLASSIFICATION AND OTHER EVENTS.

                  (A) In the event that holders of shares of Common Stock of the
         Corporation receive after January 12, 2000 in respect of their shares
         of Common Stock any share of capital stock of the Corporation (other
         than any share of Common Stock of the Corporation), whether by way of
         reclassification, recapitalization, reorganization, dividend or other
         distribution or otherwise (a "Transaction"), then, and in each such
         event, the dividend rights, voting rights and rights upon the
         liquidation, dissolution or winding up of the Corporation of the shares
         of Participating Preferred Stock shall be adjusted so that after such
         event the holders of Participating Preferred Stock shall be entitled,
         in respect of each share of Participating 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 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 Corporation 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 Corporation 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.

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                  (B) In the event that holders of shares of Common Stock of the
         Corporation receive after January 12, 2000 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 Fair Market Value 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 Corporation of the
         shares of Participating 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 the numerator of which 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
         the denominator of which 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
         Fair Market Value 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
         Corporation receive after January 12, 2000 in respect of their shares
         of Common Stock any right or warrant to purchase capital stock of the
         Corporation (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 Corporation (other than
         Common Stock), at a purchase price per share less than the Fair Market
         Value 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 Corporation of the shares of Participating Preferred Stock shall
         each be adjusted so that after such event each holder of a share of
         Participating Preferred Stock shall be entitled, in respect of each
         share of Participating 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 right or warrant
         by virtue of the capital stock which could be acquired upon such
         exercise and multiplied again by the Discount Fraction (as

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         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 Corporation 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 Corporation
         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 the numerator of which shall be the
         difference between the Fair Market Value of a share of the capital
         stock subject to a right or warrant distributed to holders of shares of
         Common Stock of the Corporation 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 the denominator of which shall be the Fair Market Value of a share
         of such capital stock immediately after the distribution of such right
         or warrant.

                  (D) For purposes of this Certificate of Designations, the
         "Fair Market Value" of a share of capital stock of the Corporation
         (including a share of Common Stock) on any date shall be deemed to be
         the average of the daily closing price 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 Fair Market Value of any such share of capital stock is
         determined during a period which includes any date that is within 30
         Trading Days after (i) the ex-dividend date for a dividend or
         distribution on stock payable in shares of such stock or securities
         convertible into shares of such stock, or (ii) the effective date of
         any subdivision, split, combination, consolidation, reverse stock split
         or reclassification of such stock, then, and in each such case, the
         Fair Market Value shall be appropriately adjusted by the Board of
         Directors of the Corporation to take into account ex-dividend or
         post-effective date 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 applicable

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         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 applicable 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 Corporation. 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 listed or admitted to trading on any national securities exchange,
         on which the New York Stock Exchange or such other national securities
         exchange as may be selected by the Board of Directors of the
         Corporation 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 Fair Market Value thereof as
         aforesaid, "Fair Market Value" shall mean the fair market value thereof
         per share as determined in good faith by the Board of Directors of the
         Corporation. In either case referred to in the foregoing sentence, the
         determination of Fair Market Value shall be described in a statement
         filed with the Secretary of the Corporation.

                  SECTION 8.   CONSOLIDATION, MERGER, ETC.

                  In case the Corporation 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 Participating 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 Participating Preferred Stock required
         by the provisions of this Certificate of Designations shall be
         effective as of the time at which the event requiring such adjustments
         occurs.

                                      -12-
<PAGE>


                  (B) The Corporation shall give prompt written notice to the
         Rights Agent and each holder of a share of Participating Preferred
         Stock of the effect of any adjustment to the voting rights, dividend
         rights or rights upon liquidation, dissolution or winding up of the
         Corporation of such shares required by the provisions of this
         Certificate of Designations. Notwithstanding the foregoing sentence,
         the failure of the Corporation 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 Participating Preferred Stock shall not be
         redeemable at the option of the Corporation or any holder thereof.
         Notwithstanding the foregoing sentence of this Section, the Corporation
         may acquire shares of Participating Preferred Stock in any other manner
         permitted by law, the provisions of this Certificate of Designations
         and the Restated Certificate of Incorporation of the Corporation.

                  SECTION 11.  RANKING.

                  Unless otherwise provided in the Restated Certificate of
         Incorporation of the Corporation or a Certificate of Designations
         relating to a subsequent series of preferred stock of the Corporation,
         the Participating Preferred Stock shall rank junior to all other series
         of the Corporation's 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.

                  At any time when any shares of Participating Preferred Stock
         are outstanding, the provisions of this Certificate of Designations and
         the Restated Certificate of Incorporation of the Corporation shall not
         be amended in any manner which would adversely affect the rights,
         privileges or powers of the Participating 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 Participating Preferred Stock, voting together as
         a single class.

                                      -13-
<PAGE>


                  SECTION 13.  FRACTIONAL SHARES.

                  Participating Preferred Stock may be issued in fractions of a
         share that shall entitle the holder, in proportion to such holder's
         fractional shares, to exercise voting rights, receive distributions,
         participate in distributions and have the benefit of all other rights
         of holders of Participating Preferred Stock.

FIFTH:
------

         (1) The number of directors constituting the entire Board of Directors
shall be not less than three (3) nor more than twelve (12) as fixed from time to
time by vote of a majority of the entire Board, provided, however, that the
number of directors shall not be reduced so as to shorten the term of any
director.

         (2) Commencing with the Annual Meeting of Stockholders held in 1988,
the Board of Directors of this Corporation shall be divided into three Classes:
Class A, Class B and Class C. Each Class shall consist, as nearly as reasonably
possible, of one-third (1/3) of the total authorized number of directors
constituting the Board of Directors. Class A directors elected at the 1988
Annual Meeting of Stockholders shall serve initially until the next annual
meeting following their election (1989); Class B directors elected at the 1988
Annual Meeting of Stockholders shall serve initially until the second annual
meeting following their election (1990); and Class C directors elected at the
1988 Annual Meeting of Stockholders shall serve initially until the third annual
meeting following their election (1991). Any vacancies in the Board of Directors
for any reason, and any directorships resulting from any increase in the number
of directors, may be filled by the Board of Directors, acting by a majority of
the directors then in office, although less than a quorum, and any directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen and until their successors shall be elected and
qualified. Subject to the foregoing, at each Annual Meeting of Stockholders, the
successors to the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding annual
meeting.

         (3) Notwithstanding any other provisions of this Restated Certificate
of Incorporation or the Bylaws of the Corporation, any director or the entire
Board of Directors may be removed at any time, but only for cause, as defined in
accordance with the General Corporation Law of the State of Delaware.

SIXTH:  The Bylaws of this Corporation may be amended or repealed, or new bylaws
-----
may be adopted, by this Corporation's Board of Directors.

                                      -14-
<PAGE>


SEVENTH: Meetings of stockholders may be held within or without the State of
--------
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation. Elections for directors
need not be by ballot unless the Bylaws so require.

EIGHTH: A director of the Corporation shall not be personally liable to this
-------
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (1) for any breach of such director's
duty of loyalty to the Corporation or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of the Delaware General Corporation Law
or (4) for any transaction from which the director derived any improper personal
benefit. If the Delaware General Corporation Law hereafter is amended, changed
or modified in any way to further eliminate or limit the liability of directors
to the Corporation or its stockholders or third parties, then the directors of
the Corporation, in addition to the circumstances in which directors are not
personally liable as set forth in the preceding sentence, shall also not be
personally liable to the Corporation or its stockholders or third parties for
monetary damages to such further extent permitted by such amendment, change or
modification.

NINTH: The Corporation shall have the authority to enter into appropriate
------
agreements with the directors and officers (and with such other employees and
agents as the Board of Directors deems appropriate in its sole and exclusive
discretion) to both indemnity them and advance to them the funds for litigation
expenses to the fullest extent permitted by the laws of the State of Delaware as
the same presently exist or may hereafter be amended, changed or modified.

TENTH: The Corporation reserves the right to amend and repeal any provision
------
contained in this Restated Certificate of Incorporation, and to take other
corporate action to the extent and in the manner now or hereafter permitted or
prescribed by the laws of the State of Delaware. All rights herein conferred are
granted subject to this reservation.

ELEVENTH:  The Corporation is to have perpetual existence.
---------



This Restated Certificate of Incorporation (i) only restates and integrates and
does not further amend the provisions of the Corporation's Certificate of
Incorporation as previously amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this Restated

                                      -15-
<PAGE>

Certificate of Incorporation, and (ii) was duly adopted by the directors of
the Corporation in accordance with Section 245 of the Delaware General
Corporation Law. This Restated Certificate of Incorporation has been executed by
the undersigned officers of the Corporation as of May 1, 2003.


                                              /s/ Joe E. Corvin
                                              --------------------------------
                                              Joe E. Corvin, President and CEO

ATTESTED BY:

/s/ Jennifer R. Murray
-----------------------------
Jennifer R. Murray, Secretary


                                      -16-