RESTATED CERTIFICATE OF INCORPORATION
 
of
 
THE BEAR STEARNS COMPANIES INC.
 
 
         THE BEAR STEARNS COMPANIES INC., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:
 
         I. The name of the corporation is THE BEAR STEARNS COMPANIES INC., and
the name under which the corporation was originally incorporated is THE BEAR
STEARNS CORPORATION (DELAWARE).
 
         The date of filing of its original Certificate of Incorporation with
the Secretary of State was August 21, 1985.
 
         II. This Restated Certificate of Incorporation filed with the Secretary
of State only restates and integrates and does not further amend the provisions
of the Certificate of Incorporation of this corporation as heretofore amended or
supplemented and there is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation.
 
         III. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:
 
 
                                    ARTICLE I
 
                                      NAME
 
                  The name of the corporation (hereinafter referred to as the 
"Corporation") is
 
                         THE BEAR STEARNS COMPANIES INC.
 
 
 
                                     PAGE 1
<PAGE>
                                   ARTICLE II
 
                            ADDRESS: REGISTERED AGENT
 
                  The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, City of
Wilmington, County of New Castle. The name of its registered agent at such
address is THE CORPORATION TRUST COMPANY.
 
 
                                   ARTICLE III
 
                                    PURPOSES
 
                  The nature of the business and purposes to be conducted or
promoted by the Corporation are to engage in, carry on and conduct any lawful
act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.
 
 
                                   ARTICLE IV
 
                                 CAPITALIZATION
 
                  The total number of shares which the Corporation shall have
authority to issue is Two Hundred Ten Million (210,000,000) shares, consisting
of Ten Million (10,000,000) shares of Preferred Stock, of the par value of One
Dollar ($1.00) per share (hereinafter called "Preferred Stock"), and Two Hundred
Million (200,000,000) shares of Common Stock, of the par value of One Dollar
($1.00) per share (hereinafter called "Common Stock").
 
 
                                     PAGE 2
<PAGE>
                                    ARTICLE V
 
                             RIGHTS OF STOCKHOLDERS
 
                  The Preferred Stock and the Common Stock shall have the
following voting powers, designations, preferences and relative, participating,
optional or other special rights and qualifications, limitations or
restrictions.
 
A.  Preferred Stock.
 
                  1. The Preferred Stock may be issued from time to time in one
or more series, each of such series to have such voting powers (full or limited
or without voting powers), designations, preferences and relative,
participating, optional or other special rights and qualifications, limitations
or restrictions thereof as are stated and expressed herein, or in a resolution
or resolutions providing for the issue of such series adopted by the Board of
Directors as hereinafter provided.
 
                  2. Authority is hereby granted to the Board of Directors,
subject to the provisions of this Article V, to create one or more series of
Preferred Stock and, with respect to each such series, to fix by resolution or
resolutions providing for the issue of such series:
 
                  (a) the number of shares to constitute such series and the
distinctive designation thereof;
 
                  (b) the dividend rate on the shares of such series, the
dividend payment dates, the periods in respect of which dividends are payable
("Dividend Periods"), whether such dividends shall be cumulative and, if
cumulative, the date or dates from which dividends shall accumulate;
 
                  (c) whether the shares of such series shall be redeemable and,
if redeemable, on what terms, including the redemption price or prices which the
shares of such series shall be entitled to receive upon the redemption thereof;
 
 
                                     PAGE 3
<PAGE>
                  (d) whether the shares of such series shall be subject to the
operation of retirement or sinking funds to be applied to the purchase or
redemption of such shares for retirement and, if such retirement or sinking fund
or funds be established, the amount thereof and the terms and provisions
relative to the operation thereof;
 
                  (e) whether the shares of such series shall be convertible
into, or exchangeable for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the Corporation and
the conversion price or prices or rate or rates, or the rate or rates at which
such exchange may be made, with such adjustments, if any, as shall be stated and
expressed or provided in such resolution or resolutions;
 
                  (f) the preferences, if any, and the amounts thereof, which
the shares of such series shall be entitled to receive upon the voluntary or
involuntary dissolution, liquidation or winding up of the Corporation;
 
                  (g) the voting power, if any, of the shares of such series;
and
 
                  (h) such other terms, conditions, special rights and
provisions as may seem advisable to the Board of Directors.
 
                  Notwithstanding the fixing of the number of shares
constituting a particular series upon the issuance thereof, the Board of
Directors at any time thereafter may authorize the issuance of additional shares
of the same series.
 
                  3. No dividend shall be declared and set apart for payment on
any series of Preferred Stock in respect of any Dividend Period unless there
shall likewise be or have been paid, or declared and set apart for payment, on
all shares of Preferred Stock of each other series entitled to cumulative
dividends at the time outstanding which rank equally as to dividends with the
series in question, dividends ratably in accordance with the sums which would be
payable on the said shares through the end of the last preceding Dividend Period
if all dividends were declared and paid in full.
 
 
                                     PAGE 4
<PAGE>
                  4. If, upon the dissolution, liquidation or winding up of the
Corporation, the assets of the Corporation distributable among the holders of
any one or more series of Preferred Stock which (i) are entitled to a preference
over the holders of the Common Stock upon such dissolution, liquidation or
winding up, and (ii) rank equally in connection with any such distribution,
shall be insufficient to pay in full the preferential amount to which the
holders of such shares shall be entitled, then such assets, or the proceeds
thereof, shall be distributed among the holders of each such series of the
Preferred Stock ratably in accordance with the sums which would be payable on
such distribution if all sums payable were discharged in full.
 
                  5. Neither the merger or consolidation of the Corporation with
or into another corporation nor any sale, lease, conveyance or other disposition
of all or substantially all of the property, business or assets of the
Corporation shall be deemed to be a dissolution, liquidation or winding up of
the Corporation within the meaning of this Article V.
 
                  6. In the event that the Preferred Stock of any series shall
be redeemable, then, at the option of the Board of Directors, the Corporation
may, at such time or times as may be specified herein or by a resolution or
resolutions of the Board of Directors as provided in paragraph (c) of Section 2
of Part A of this Article V, redeem all, or any number less than all, of the
outstanding shares of such series at the redemption price thereof and on the
other terms fixed herein or by a resolution or resolutions of the Board of
Directors as provided in said paragraph (c).
 
 
                                     PAGE 5
<PAGE>
                  7. Subject to any applicable provisions of the General
Corporation Law of the State of Delaware, shares of Preferred Stock that have
been issued and reacquired in any manner by the Corporation (excluding, until
the Corporation elects to retire them, shares that are held as treasury shares
but including shares redeemed and shares purchased and retired, whether through
the operation of a retirement or sinking fund, or otherwise) may have the status
of authorized and unissued shares of Preferred Stock, and may be reissued as a
part of the series of which they were originally a part or be reclassified and
reissued as part of a new series of Preferred Stock to be created by resolution
or resolutions of the Board of Directors or as part of any other series of
Preferred Stock, all subject to the conditions or restrictions on issuance set
forth in any resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of Preferred Stock. 
 
B. Common Stock.
 
                  1. Subject to the provisions of Part A of this Article V,
holders of Common Stock shall be entitled to receive such dividends as may be
declared thereon from time to time by the Board of Directors in its discretion
from any assets legally available for the payment of dividends.
 
                  2. In the event of the dissolution, liquidation or winding up
of the Corporation, whether voluntary or involuntary, after distribution to the
holders of all shares of Preferred Stock which shall be entitled to a preference
over the holders of Common Stock of the full preferential amounts to which the
holders of Preferred Stock are entitled, the holders of Common Stock shall be
entitled to share ratably in the distribution of the assets of the Corporation
or the proceeds thereof.
 
 
                                     PAGE 6
<PAGE>
                  3. Except as herein otherwise expressly provided and as
otherwise required by law, all shares of Common Stock shall have equal voting
rights and the holders of such shares shall have one vote, in person or by
proxy, for each share thereof held.
 
C.  Preemptive Rights.
 
                  No holder of stock of any class of the Corporation shall be
entitled to any preemptive right to subscribe for or purchase any shares of
stock of any class or series, whether now or hereafter authorized, or any bonds,
debentures or other securities or evidences of indebtedness, whether or not
convertible into or exchangeable for stock, but shares of stock of any class, or
bonds, debentures or other securities or evidences of indebtedness may be
issued, sold or otherwise disposed of by the Board of Directors on such terms
and for such consideration, so far as may be permitted by law, and to such
person or persons as the Board of Directors in its absolute discretion may deem
advisable.
 
 
                                   ARTICLE VI
 
                             ACTION BY STOCKHOLDERS;
                             STOCKHOLDERS' MEETINGS
 
                  1. Any action required or permitted to be taken by the holders
of the issued and outstanding stock of the Corporation may be effected solely at
an annual or special meeting of stockholders duly called and held in accordance
with law and this Certificate of Incorporation, and the power of stockholders,
or any of them, to consent in writing, without a meeting, to the taking of any
such action is hereby specifically denied.
 
 
                                     PAGE 7
<PAGE>
                  2. Except as otherwise provided by law, at any annual or
special meeting of stockholders only such business shall be conducted as shall
have been properly brought before the meeting in accordance with the provisions
of this Certificate of Incorporation and the By-laws of the Corporation. In
order to be properly brought before the meeting, such business must have either
been (a) specified in the written notice of the meeting (or any supplement
thereto) given to stockholders of record on the record date for such meeting by
or at the direction of the Board of Directors, (b) brought before the meeting at
the direction of the Board of Directors or the Chairman of the meeting, or (c)
specified in a written notice given by or on behalf of a stockholder of record
on the record date for such meeting entitled to vote thereat or a duly
authorized proxy for such stockholder, in accordance with all of the following
requirements. A notice referred to in clause (c) of this Section must be
delivered personally to, or mailed to and received at, the principal executive
office of the Corporation, addressed to the attention of the Secretary, in the
case of business to be brought before a special meeting of stockholders, not
more than ten (10) days after the date of the initial notice referred to in
clause (a) of this Section, and, in the case of business to be brought before an
annual meeting of stockholders, not less than ten (10) days prior to the first
anniversary date of the initial notice referred to in clause (a) of this Section
of the previous year's annual meeting; provided, however, that such notice shall
not be required to be given more than seventy-five (75) days prior to an annual
meeting of stockholders. Such notice referred to in clause (c) of this Section
shall set forth (i) a full description of each such item of business proposed to
be brought before the meeting, (ii) the name and address of the person proposing
to bring such business before the meeting, (iii) the class and number of shares
held of record, held beneficially and represented by proxy by such person as of
 
 
                                     PAGE 8
<PAGE>
the record date for the meeting (if such date has then been made publicly
available) and as of the date of such notice, (iv) if any item of such business
involves a nomination for director, all information regarding each such nominee
that would be required to be set forth in a definitive proxy statement filed
with the Securities and Exchange Commission pursuant to Section 14 of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor thereto, and the written consent of each such nominee to serve if
elected, and (v) all other information that would be required to be filed with
the Securities and Exchange Commission if, with respect to the business proposed
to be brought before the meeting, the person proposing such business were a
participant in a solicitation subject to Section 14 of the Exchange Act, or any
successor thereto. No business shall be brought before any annual or special
meeting of stockholders of the Corporation otherwise than as provided in this
Section 2.
 
                  3. The annual meeting of stockholders of the Corporation for
the election of directors and the transaction of such other business as may be
brought before such meeting in accordance with this Certificate of Incorporation
shall be held at such hour and on such business day in each year as may be
determined by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors. If the election of directors shall not be held on the
date designated therefor or at an adjournment of a meeting convened on such
date, the Board of Directors by resolution or resolutions adopted by the
 
 
                                     PAGE 9
<PAGE>
affirmative vote of a majority of the entire Board of Directors shall cause to
be held a special meeting of stockholders for such purpose as soon thereafter as
is reasonably practicable. Special meetings of stockholders other than as above
provided may be called at any other time only at the direction of the Board of
Directors by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors or by such other person or persons as may be specified
in this Certificate of Incorporation. Annual and special meetings of
stockholders shall not be called or held otherwise than as herein provided.
Except as otherwise provided by law or by this Certificate of Incorporation, at
any meeting of stockholders of the Corporation the presence in person or by
proxy of the holders of a majority in voting power of the outstanding stock of
the Corporation entitled to vote shall constitute a quorum for the transaction
of business brought before the meeting in accordance with this Certificate of
Incorporation and, a quorum being present, the affirmative vote of the holders
of a majority in voting power present in person or represented by proxy and
entitled to vote shall be required to effect action by stockholders; provided,
however, that the affirmative vote of a plurality in voting power present in
person or represented by proxy and entitled to vote shall be required to effect
elections of directors. Election of directors need not be by written ballot
except to the extent provided in the By-laws of the Corporation. At every
meeting of stockholders, the Chairman of the Board of Directors or, in the
absence of such officer, the Chief Executive Officer, and in the absence of the
Chairman of the Board of Directors and the Chief Executive Officer such officer
or other person as shall be designated in accordance with the By-laws of the
Corporation, shall act as Chairman of the meeting. The Chairman of the meeting
shall have sole authority to prescribe the agenda and rules of order for the
conduct of each meeting of stockholders and to determine all questions arising
thereat relating to the order of business and the conduct of the meeting, except
as otherwise required by law.
 
 
                                     PAGE 10
<PAGE>
                                   ARTICLE VII
 
                               BOARD OF DIRECTORS
 
                  1. The number of directors of the Corporation shall not be
fewer than eight (8) nor more than forty (40) (provided, however, that such
maximum number may be increased from time to time to the extent provided for in
any resolution or resolutions adopted by the Board of Directors providing for
the issuance of any series of Preferred Stock) and within such limits shall be
determined, and may be changed from time to time, solely by resolution adopted
by the affirmative vote of a majority of the entire Board of Directors (such
term meaning, for all purposes of this Certificate of Incorporation, the total
number of directors of the Corporation as last determined by the Board of
Directors in accordance herewith, including any directorships that are vacant
for any reason). Except as otherwise provided by law or by this Certificate of
Incorporation, a majority of the directors in office at the time of a duly
assembled meeting shall be necessary to constitute a quorum for the transaction
of business, and the act of a majority of the directors present at such meeting
shall be the act of the Board of Directors.
 
                  2. Any vacancy in the Board of Directors caused by death,
resignation, removal, disqualification or any other cause (other than an
increase in the number of directors) may be filled solely by resolution adopted
by the affirmative vote of a majority of the directors then in office, though
less than a quorum of the entire Board of Directors, or by a sole remaining
director; and a majority of the entire board may fill a vacancy which results
from an increase in the number of directors. A director elected to fill a
vacancy shall serve for the balance of the term of the replaced director.
 
 
 
                                     PAGE 11
<PAGE>
                  3. In furtherance of and not in limitation of the powers
conferred by statute, the Board of Directors of the Corporation, from time to
time (after adoption by the undersigned of the original By-laws of the
Corporation), may make, amend or repeal By-laws of the Corporation; provided,
that any By-laws made, amended or repealed by the Board of Directors may be
amended or repealed, and that any By-laws may be made, by the stockholders of
the Corporation.
 
                  4. The By-laws may confer upon the Board of Directors powers
in addition to the foregoing and in addition to the powers and authorities
expressly conferred upon them by law, but only to the extent permitted by law
and by the provisions of this Certificate of Incorporation.
 
 
                                  ARTICLE VIII
 
                                 INDEMNIFICATION
 
                  The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director or an officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees and disbursements), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent and in the
manner set forth in and permitted by the General Corporation Law of the State of
Delaware and any other applicable law, as from time to time in effect.
 
 
 
                                     PAGE 12
<PAGE>
                  The indemnification provided by this Article VIII shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under any statute, by-law, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and shall
continue as to a person who has ceased to be a director, officer, member,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such person.
 
                  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, member, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of this Article VIII
or of the General Corporation Law of the State of Delaware.
 
                  A director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived any
improper personal benefit. Any repeal or modification of the foregoing sentence
by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
 
 
 
 
                                     PAGE 13
<PAGE>
                  For purposes of this Article VIII, references to the
"Corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, members,
employees or agents, so that any person who is or was a director, officer,
member, employee or agent of such constituent corporation, or is or was serving
at the request of such constituent corporation as a director, officer, member,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under the provisions of this
Article VIII with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.
 
 
                                   ARTICLE IX
 
                TRANSACTIONS INVOLVING AN INTERESTED STOCKHOLDER
 
                  1. (a) In addition to any affirmative vote required by law or
this Certificate of Incorporation, and except as otherwise expressly provided in
Section 2 of this Article IX:
 
                    (i) any merger or consolidation of the Corporation or any
          Subsidiary (as hereinafter defined) with, or any exchange of shares of
          the Corporation or any Subsidiary pursuant to a plan of exchange
          involving, (x) any Interested Stockholder (as hereinafter defined) or
          (y) any other corporation (whether or not itself an Interested
 
 
 
                                     PAGE 14
<PAGE>
          Stockholder) which is, or after such merger or consolidation would be,
          an Affiliate or Associate (as hereinafter defined) of an Interested
          Stockholder;
 
                    (ii) any sale, lease, exchange, mortgage, pledge, transfer
          or other disposition (in one transaction or a series of transactions)
          to or with an Interested Stockholder or any Affiliate or Associate of
          an Interested Stockholder of any assets, securities or commitments of
          the Corporation or any Subsidiary having an aggregate Fair Market
          Value (as hereinafter defined) of Five Million Dollars ($5,000,000) or
          more;
 
 
                    (iii) any reclassification of securities (including any
          combination of shares or reverse stock split), or recapitalization or
          reorganization of the Corporation, or any merger or consolidation of
          the Corporation with or into any Subsidiary or any other transaction
          (whether or not with or into or otherwise involving an Interested
          Stockholder) which has the effect, directly or indirectly, of
          increasing the proportionate share owned directly or indirectly by any
          Interested Stockholder or any Affiliate or Associate of any Interested
          Stockholder, of the outstanding shares of any class of equity
          securities or securities convertible into equity securities of the
          Corporation or any Subsidiary;
 
                    (iv) the issuance, transfer or sale by the Corporation or by
          any Subsidiary (in one transaction or a series of transactions) of any
          securities of the Corporation or any Subsidiary to any Interested
          Stockholder or any Affiliate or Associate of any Interested
          Stockholder in exchange for cash, securities or other property (or a
          combination thereof) having an aggregate Fair Market Value of, and/or
 
 
 
                                     PAGE 15
<PAGE>
          involving, an aggregate amount of Five Million Dollars ($5,000,000) or
          more;
 
                    (v) the adoption of any plan or proposal for the
          dissolution, liquidation or winding up of the Corporation if, as of
          the record date for the determination of stockholders entitled to
          notice thereof and to vote thereon, any person shall be an Interested
          Stockholder; or
 
                    (vi) any agreement, contract or other arrangement providing
          for any one or more of the actions specified in the foregoing clauses
          (i) through (v); shall require the affirmative vote of the holders of
          not less than eighty percent (80%) in voting power of the outstanding
          Common Stock and Preferred Stock of the Corporation entitled to vote
          generally in the election of directors (for purposes of this Article
          IX, the "Voting Stock"), voting together as a single class. Each such
          affirmative vote shall be required notwithstanding the fact that no
          vote may be required, or that a lesser percentage may be specified, by
          law or in any agreement with any national securities exchange or
          otherwise.
 
                  (b) The term "Significant Transaction" used in this Article IX
shall mean any transaction that is referred to in any one or more of clauses (i)
through (vi) of the foregoing paragraph (a) of this Section 1.
 
                  2. The provisions of Section 1 of this Article IX shall not be
applicable to any Significant Transaction, and such Significant Transaction
shall require only such affirmative vote as is required by law or any other
provision of the Certificate of Incorporation, if all of the conditions
specified in either of the following paragraphs (a) or (b) are met:
 
 
                                     PAGE 16
<PAGE>
                  (a) The Significant Transaction shall have been approved by a
majority of the Continuing Directors (as hereinafter defined), voting separately
and as a subclass of directors; or
 
                  (b) The transaction constituting the Significant Transaction
shall provide for a consideration to be received by the holders of shares of
Common Stock in exchange for their shares, and all of the following six
conditions shall have been met:
 
                         (i) the aggregate amount of the cash and the Fair
          Market Value as of the date of the consummation of the Significant
          Transaction of consideration other than cash to be received per share
          by holders of the Common Stock in such Significant Transaction shall
          be at least equal to the higher of the following:
 
                              (x) (if applicable) the highest per share price
               (including any brokerage commissions, transfer taxes and
               soliciting dealers' fees) paid in order to acquire any shares of
               Common Stock beneficially owned by the Interested Stockholder
               which were acquired (A) within the two-year period immediately
               prior to the first public announcement of the proposed
               Significant Transaction (the "Announcement Date") or (B) in the
               transaction in which it became an Interested Stockholder,
               whichever is higher; and
 
                              (y) the Fair Market Value per share of Common
               Stock on the Announcement Date or on the date on which the
               Interested Stockholder became an Interested Stockholder (the
               "Determination Date"), whichever is higher.
 
 
 
                                     PAGE 17
<PAGE>
                  All per share prices shall be adjusted to reflect any
                  intervening stock splits, stock dividends, share combinations
                  and reverse stock splits.
 
                         (ii) If the transaction constituting the Significant
          Transaction shall also provide for a consideration to be received by
          holders of any class or series of outstanding Voting Stock (other than
          Common Stock) in exchange for their shares, the aggregate amount of
          the cash and the Fair Market Value as of the date of the consummation
          of the Significant Transaction of consideration other than cash to be
          received per share by holders of shares of such Voting Stock, shall be
          at least equal to the highest of the following, whether or not the
          Interested Stockholder beneficially owns any shares of a particular
          class of Voting Stock:
 
                              (x) (if applicable) the highest per share price
               (including any brokerage commissions, transfer taxes and
               soliciting dealers' fees) paid in order to acquire any shares of
               such class or series of Voting Stock beneficially owned by the
               Interested Stockholder which were acquired (A) within the
               two-year period immediately prior to the Announcement Date or (B)
               in the transaction in which it became an Interested Stockholder,
               whichever is higher;
 
                              (y) (if applicable) the highest preferential
               amount per share to which the holders of shares of such class or
               series of Voting Stock are entitled in the event of any voluntary
               or involuntary dissolution, liquidation or winding up of the
               Corporation; and
 
 
 
                                     PAGE 18
<PAGE>
                              (z) the Fair Market Value per share of such class
               or series of Voting Stock on the Announcement Date or on the
               Determination Date, whichever is higher. All per share prices
               shall be adjusted to reflect any intervening stock splits, stock
               dividends, share combinations and reverse stock splits.
 
                         (iii) The consideration to be received by holders of a
          particular class or series of outstanding Voting Stock (including
          Common Stock) shall be in cash or in the same form as was previously
          paid by the Interested Stockholder for shares of such class or series
          of Voting Stock. If the Interested Stockholder beneficially owns
          shares of any class or series of Voting Stock which were acquired with
          varying forms of consideration, the form of consideration to be
          received by holders of such class or series of Voting Stock shall be
          either cash or the form used to acquire Voting Stock beneficially
          owned by it.
 
                         (iv) After such Interested Stockholder has become an
          Interested Stockholder and prior to the consummation of such
          Significant Transaction: (x) except as approved by a majority of the
          Continuing Directors, there shall have been no failure to declare and
          pay at the regular date therefor any full quarterly dividends (whether
          or not cumulative) on any outstanding shares of Preferred Stock; (y)
          there shall have been (A) no reduction in the annual rate of dividends
          paid on the Common Stock (except as necessary to reflect any
          subdivision of the Common Stock) except as approved by a majority of
          the Continuing Directors, and (B) an increase in such annual rate of
          dividends (as necessary to prevent any such reduction) in the event of
 
 
 
                                     PAGE 19
<PAGE>
          any reclassification (including any share combination or reverse stock
          split), recapitalization, reorganization or any similar transaction
          which has the effect of reducing the number of outstanding shares of
          Common Stock, unless the failure so to increase such annual rate is
          approved by a majority of the Continuing Directors, and (z) such
          Interested Stockholder shall not have become the beneficial owner of
          any shares of Voting Stock except as part of the transaction in which
          it became an Interested Stockholder.
 
                         (v) After such Interested Stockholder has become an
          Interested Stockholder, such Interested Stockholder shall not have
          received the benefit, directly or indirectly (except proportionately
          as a stockholder), of any loans, advances, guarantees, credits or
          other tax advantages provided by the Corporation, whether in
          anticipation of or in connection with such Significant Transaction or
          otherwise.
 
                         (vi) A proxy or information statement describing the
          proposed Significant Transaction and complying with the requirements
          of the Exchange Act and the rules and regulations thereunder (or any
          subsequent provisions replacing such Exchange Act, rules or
          regulations) shall be mailed to all stockholders of the Corporation at
          least thirty (30) days prior to the consummation of such Significant
          Transaction (whether or not such proxy or information statement is
          required to be mailed pursuant to such Act, rules or regulations, or
          subsequent provisions replacing any of the foregoing).
 
                  3. For the purposes of Article IX:
 
                         (a) "Affiliate" and "Associate" shall have the
          respective meanings ascribed to such terms in Rule 12b-2 of the
          General Rules and Regulations under the Exchange Act, as in effect on
 
 
 
                                     PAGE 20
<PAGE>
          September 5, 1985 (the term "registrant" in said Rule 12b-2 meaning,
          in this case, the Corporation).
 
                         (b) "beneficially owned" shall have the meaning
          ascribed to such term in Rule 13d-3 of the General Rules and
          Regulations under the Exchange Act, as in effect on September 5, 1985.
 
                         (c) "Continuing Director" means any member of the Board
          of Directors who was a member of the Board of Directors on September
          5, 1985 or who is elected to the Board of Directors after September 5,
          1985 upon the recommendation of a majority of the Continuing
          Directors, voting separately and as a subclass of directors on such
          recommendation.
 
                         (d) "Fair Market Value" means: (x) in the case of
          stock, the highest closing sale price during the thirty (30) day
          period immediately preceding the date in question of a share of such
          stock on the Composite Tape for New York Stock Exchange-Listed Stocks,
          or, if such stock is not quoted on such Composite Tape, on the New
          York Stock Exchange, or if such stock is not listed on such exchange,
          on the principal United States securities exchange registered under
          the Exchange Act on which such stock is listed, or, if such stock is
          not listed on any such exchange, the highest closing bid quotation
          with respect to a share of such stock during the thirty (30) day
          period preceding the date in question on the National Association of
          Securities Dealers, Inc. Automated Quotations System or any system
          then in use or, if no such quotations are available, the fair market
          value on the date in question of a share of such stock as determined
          in good faith by majority vote of the Continuing Directors; and (y) in
          the case of property other than cash or stock, the fair market value
          of such property on the date in question as determined in good faith
          by majority vote of the Continuing Directors.
 
 
                                     PAGE 21
<PAGE>
                         (e) "Interested Stockholder" at any particular time
          means any person (other than the Corporation or any Subsidiary and
          other than any pension, profit-sharing, employee stock ownership or
          other employee benefit plan of the Corporation or any Subsidiary or
          any trustee of or fiduciary with respect to any such plan when acting
          in such capacity) who or which:
 
                              (i) is at such time the beneficial owner, directly
               or indirectly, of shares of the Corporation having twenty percent
               (20%) or more of the votes entitled to be cast by the holders of
               all outstanding shares of Voting Stock;
 
                              (ii) at any time within the two-year period
               immediately prior to such time was the beneficial owner, directly
               or indirectly, of shares of the Corporation having twenty percent
               (20%) or more of the votes entitled to be cast by the holders of
               all outstanding shares of Voting Stock; or
 
                              (iii) is at such time an assignee of or has
               otherwise succeeded to the beneficial ownership of any shares of
               Voting Stock which were at any time within the two-year period
               immediately prior to such time beneficially owned by any
               Interested Stockholder, if such assignment or succession shall
               have occurred in the course of a transaction or series of
               transactions not involving a public offering within the meaning
               of the Securities Act of 1933; provided, however, that
               "Interested Stockholder" shall not mean any person who or which,
               as of December 31, 1985, met any of the conditions set forth in
               clauses (i), (ii) or (iii).
 
 
                                     PAGE 22
<PAGE>
                         (f) "Person" shall mean an individual, a corporation, a
          partnership, an association, a joint stock company, a trust, any
          unincorporated organization or a government or political subdivision
          thereof.
 
                         (g) "Subsidiary" means any corporation of which a
          majority of any class or series of equity security is owned, directly
          or indirectly, by the Corporation; provided, however, that for the
          purposes of the definition of Interested Stockholder set forth in (e)
          of this Section 3, the term "Subsidiary" shall mean only a corporation
          of which a majority of each class or series of equity security is
          owned, directly or indirectly, by the Corporation.
 
                         (h) A person shall be a "beneficial owner" of any
          shares of Voting Stock: 
 
                              (i) which are beneficially owned, directly or
               indirectly, by such person or any of its Affiliates or
               Associates;
 
                              (ii) which such Person or any of its Affiliates or
               Associates has (x) the right to acquire (whether or not such
               right is exercisable immediately) pursuant to any agreement,
               arrangement or understanding or upon the exercise of conversion
               rights, exchange rights, warrants or options, or otherwise, or
               (y) the right to vote pursuant to any agreement, arrangement or
               understanding; or
 
                              (iii) which are beneficially owned, directly or
               indirectly, by any other person with which such person or any of
               its Affiliates or Associates has any agreement, arrangement or
               understanding for the purpose of acquiring, holding, voting or
               disposing of any shares of Voting Stock.
 
                         (i) For the purposes of determining whether a person is
          an Interested Stockholder pursuant to paragraph (e) of this Section 3,
 
 
 
                                     PAGE 23
<PAGE>
          the number of shares of Voting Stock deemed to be outstanding shall
          include shares deemed owned by an Interested Stockholder through
          application of paragraph (a) of this Section 3 but shall not include
          any other shares of Voting Stock which may be issuable pursuant to any
          agreement, arrangement or understanding, or upon the exercise of
          conversion rights, exchange rights, warrants or options, or otherwise.
 
 
                         (j) In the event of any Significant Transaction in
          which the Corporation survives, the phrase "consideration other than
          cash to be received" as used in paragraph (b) of Section 2 shall
          include the shares of Common Stock and/or the shares of any other
          class of outstanding Voting Stock retained by the holders of such
          shares.
 
                  4. For the purposes of this Article IX, the Continuing
Directors shall have the power and duty to determine, by majority vote, on the
basis of information known to them after reasonable inquiry, (a) whether a
person is an Interested Stockholder, (b) the number of shares of Voting Stock
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another and (d) whether the assets, commitments and/or securities
which are the subject of any Significant Transaction have, or the consideration
to be received for the issuance, transfer or sale of securities by the
Corporation or any Subsidiary in any Significant Transaction has, an aggregate
Fair Market Value of Five Million Dollars ($5,000,000) or more or any
transaction specified in paragraphs (a)(ii) and (a)(iv) of Section 1 of this
Article IX meets any of the monetary or percentage tests set forth therein.
 
                  5. Nothing contained in this Article IX shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by law.
 
 
 
                                     PAGE 24
<PAGE>
                  6. The fact that any Significant Transaction complies with the
provisions of this Article IX shall not be construed to impose any fiduciary
duty, obligation or responsibility on the Board of Directors, or any member
thereof, to approve such Significant Transaction or recommend its adoption or
approval to the stockholders, nor shall such compliance limit, prohibit or
otherwise restrict in any manner the Board of Directors, or any member thereof,
with respect to evaluations of, or actions and responses taken with respect to,
such Significant Transaction.
 
                  7. No action taken by, or omission of, a Continuing Director
in the exercise (or non-exercise) of the authority and discharge of the
responsibilities conferred or imposed upon Continuing Directors by this Article
IX shall be deemed to be, or involve, a breach of the fiduciary duty of such
Continuing Director to the stockholders of the Corporation unless it can be
demonstrated by the person asserting such breach that the Continuing Director
acted in bad faith (or failed in bad faith to act) and in a manner inconsistent
with the provisions and spirit of this Article IX.
 
                  8. All reasonable expenses (including, without limitation,
attorneys' fees and disbursements) incurred by the Continuing Directors in the
exercise of the authority and discharge of the responsibilities, conferred or
imposed upon them by this Article IX (or incurred by reason or as a consequence
of the exercise of such authority or the discharge of such responsibilities,
including, without limitation, all attorneys' fees and disbursements incurred in
asserting or defending any claim arising out of such exercise) shall be paid by
the Corporation. The provisions of this Section 8 shall be deemed to be a
contract between the Corporation and the Continuing Directors, and it shall be
the duty of the Chief Financial Officer of the Corporation to make prompt
payment thereof on the written request of a majority of the Continuing
 
 
 
                                     PAGE 25
<PAGE>
Directors, accompanied by appropriate vouchers and invoices. The rights
conferred upon the Continuing Directors and the obligations imposed upon the
Corporation by this Section 8 shall be in addition to the rights of the
Continuing Directors, as directors, to indemnification under Article VIII of
this Certificate of Incorporation; provided, however, that the Corporation shall
not, by reason of this sentence, be obliged to make duplicate payment of any
item of expense incurred by a Continuing Director.
 
 
                                    ARTICLE X
 
                               AMENDMENT OR REPEAL
 
                  1. Notwithstanding any other provisions of this Certificate of
Incorporation, no provision set forth in Article IX may be repealed or amended
in any respect unless such action is approved by the affirmative vote of holders
of not less than eighty percent (80%) in voting power of the outstanding Common
Stock and Preferred Stock of the Corporation entitled to vote generally in the
election of directors, voting together as a single class.
 
                  2. To the extent now or hereafter permitted by law, the
Corporation reserves the right to amend, alter, change, supplement or repeal any
provision of this Certificate of Incorporation, as from time to time amended,
altered, changed, supplemented or repealed, and all rights of stockholders,
directors, officers, employees and agents are subject to this express
reservation.
 
 
 
                                     PAGE 26
<PAGE>
                                   ARTICLE XI
 
               RESTRICTIONS ON CERTAIN ACTIONS BY THE CORPORATION
 
               1. Certain Purchases of Shares of the Corporation.
 
                         (a) Notwithstanding anything to the contrary contained
          in this Restated Certificate of Incorporation or the By-laws of the
          Corporation, the Corporation shall not, except as provided in
          paragraph (b) below, directly or indirectly, purchase any shares of
          Voting Stock (as hereinafter defined) owned by any Person or Group of
          Persons (as hereinafter defined) who or which, at the time the
          Corporation enters into an agreement providing for such purchase (or,
          if there is no such agreement, at the time of such purchase), is a
          Five Percent Stockholder (as hereinafter defined) for a Purchase Price
          (as hereinafter defined) exceeding one hundred five percent (105%) of
          the Market Value (as hereinafter defined) of such shares, unless such
          purchase shall be approved by the affirmative vote of holders of a
          majority of the shares of the Corporation entitled to vote generally
          in the election of directors represented in person or by proxy at an
          annual or special meeting of stockholders at which a quorum is
          present, voting as a single class. Such affirmative vote shall be
          required notwithstanding that no vote may be required, or that a
          lesser percentage may be specified, by any law or any agreement with a
          national securities exchange, or otherwise.
 
                         (b) The provisions of paragraph (a) of this Section 1
          shall not apply to (i) any offer to purchase securities of the same
          class or series of Voting Stock made by the Corporation or any
          Subsidiary thereof on the same terms and conditions to all holders of
          such class or series, (ii) any purchase by the Corporation or any
          Subsidiary of the Corporation of shares owned by a Five Percent
          Stockholder occurring after the end of two years following the date on
          which such Person or Group of Persons became a Five Percent
          Stockholder, provided that at all times during such two-year period
          such Five Percent Stockholder shall have beneficially owned at least
 
 
 
 
                                     PAGE 27
<PAGE>
          the number of shares to be purchased, (iii) any transaction made in
          accordance with the terms of any stock option, stock bonus, deferred
          compensation or other employee compensation or benefit plan now or
          hereafter maintained by the Corporation, or (iv) any purchase by the
          Corporation or any Subsidiary of the Corporation of Voting Stock
          pursuant to the terms of a stock repurchase plan authorized by the
          Board of Directors.
 
                         (c) The approval of stockholders contemplated by
          paragraph (a) above shall be sufficient if obtained at any time prior
          to the purchase of the shares involved, whether or not it shall have
          been obtained prior to the Corporation having become obligated to make
          such purchase, if the Corporation's obligation to purchase the shares
          is expressly conditioned upon such approval being obtained.
 
                         (d) For purposes of this Section:
 
                              (i) "Affiliate" and "Associate" shall have the
               respective meanings ascribed to such terms in Rule 12b-2 of the
               General Rules and Regulations under the Exchange Act, as in
               effect on September 6, 1990.
 
                              (ii) a Person shall be a "beneficial owner" of any
               security of any class of the Corporation (A) that such Person or
               any of its Affiliates or Associates beneficially owns, directly
               or indirectly, (B) that such Person or any of its Affiliates or
               Associates has any right to vote pursuant to any agreement,
               arrangement or understanding (whether or not in writing);
               provided, however, that a Person shall not be deemed the
               beneficial owner of any stock under this clause (B) if the
               agreement, arrangement or understanding to vote such security (x)
 
 
 
                                     PAGE 28
<PAGE>
               arises solely from a revocable proxy or consent given in response
               to a proxy or consent solicitation made in accordance with the
               applicable rules and regulations under the Exchange Act and (y)
               is not then reportable on a Schedule 13D under the Exchange Act
               (or any comparable or successor report), or (C) that such Person
               or any of its Affiliates or Associates has the right to acquire
               (whether such right is exercisable immediately or only after the
               passage of time), pursuant to any agreement, arrangement or
               understanding (whether or not in writing) or upon the exercise of
               conversion rights, exchange rights, warrants, options or
               otherwise. A security shall be "beneficially owned" by a Person
               if such Person is the beneficial owner of such security.
 
                              (iii) "Exchange Act" shall mean the United States
               Securities Exchange Act of 1934, as the same has been or
               hereafter may be amended from time to time, or any successor
               statute.
 
                              (iv) "Five Percent Stockholder" shall mean any
               Person or any Group of Persons (other than the Corporation, any
               Subsidiary of the Corporation, any employee benefit plan or
               employee stock plan of the Corporation or any Subsidiary of the
               Corporation or any trust or other entity organized, appointed,
               established or holding Voting Stock for or pursuant to the terms
               of any such plan when acting in such capacity) who or which owns
               beneficially, directly or indirectly, shares of Voting Stock
               entitling the holders thereof to exercise five percent (5%) or
               more of the voting power of all shares of stock of the
               Corporation entitled to vote generally in the election of
               directors. Notwithstanding the foregoing, no Person or Group of
               Persons shall be deemed to be a Five Percent Stockholder solely
 
 
 
                                     PAGE 29
<PAGE>
               as a result of purchases of Voting Stock by the Corporation or
               any Subsidiary of the Corporation (other than from such Person or
               Group of Persons) unless, following the date on which such Person
               or Group of Persons would (but for the effect of the first clause
               of this sentence) have been deemed to be a Five Percent
               Stockholder, such Person or Group of Persons becomes the
               beneficial owner of any shares of Voting Stock which were not
               beneficially owned by such Person or Group of Persons prior to
               such date.
 
                              (v) "Group of Persons" shall mean two or more
               Persons who act in concert as a partnership, limited partnership,
               syndicate or other group pursuant to any written or oral
               agreement, arrangement, relationship, understanding or otherwise
               for the purpose of acquiring, owning, disposing or voting shares
               of the Corporation.
 
                              (vi) "Market Value" means (A) in the case of stock
               of the Corporation, the average closing sale price of a share on
               the composite tape for New York Stock Exchange listed shares
               during the thirty (30) trading days immediately preceding the
               date the Corporation enters into an agreement providing for a
               purchase described in paragraph (a) above (or, if there is no
               such agreement, the date of such purchase) or, if the shares in
               question are not quoted on the composite tape, or are not listed
               on the New York Stock Exchange, on any principal United States
               securities exchange registered under the Exchange Act on which
               the shares are listed, or, if the shares are not listed on any
               such exchange, on the National Association of Securities Dealers,
               Inc. Automated Quotation National Market System ("NASDAQ-NMS"),
               or, if the shares are not quoted on NASDAQ-NMS, the average
 
 
 
                                     PAGE 30
<PAGE>
               closing bid quotation of a share on the National Association of
               Securities Dealers, Inc. automated quotation system or any
               similar system then in use; provided, however, that if the Person
               or Group of Persons from whom shares are to be purchased has
               commenced a tender offer for the shares or any other Voting Stock
               of the Corporation or has announced an intention to acquire or
               seek to acquire control of the Corporation, the period of thirty
               (30) trading days referred to herein shall be the thirty (30)
               trading days preceding the earlier of the commencement of such
               tender offer or the making of such announcement, and provided
               further that if no quotations are available as aforesaid, the
               Market Value of a share shall be the Fair Market Value of such
               share on the date the Corporation enters into an agreement
               providing for a purchase described in paragraph (a) above (or, if
               there is no such agreement, the date of such purchase), as
               determined in good faith by the Board of Directors, and (B) in
               the case of property other than cash or stock, the Fair Market
               Value of such property on the date in question as determined by
               the Board of Directors of the Corporation in good faith.
 
                              (vii) "Person" shall mean an individual, a
               corporation, a partnership, an association, a joint stock
               company, a trust, any unincorporated organization or a government
               or political subdivision thereof.
 
                              (viii) the "Purchase Price" of any shares shall be
               the amount of any cash to be paid therefor, together with the
               Market Value of all indebtedness, securities or other property to
               be issued or transferred as additional consideration for such
               purchase.
 
 
                                     PAGE 31
<PAGE>
                              (ix) "Subsidiary" means any corporation a majority
               of any class or series of equity security of which is owned,
               directly or indirectly, by the Corporation.
 
                              (x) "Voting Stock" means shares of stock of the
               Corporation entitled to vote generally in the election of
               directors.
 
         2.  Certain Compensation Arrangements.
 
                         (a) Notwithstanding anything to the contrary contained
          in this Restated Certificate of Incorporation or in the By-laws of the
          Corporation, the Corporation shall not enter into or otherwise become
          legally obligated in respect of any Compensation Arrangement (as
          hereinafter defined) if such Compensation Arrangement provides for any
          payment in the nature of compensation to (or for the benefit of) any
          officer or employee of the Corporation or any of its Subsidiaries
          which payment is contingent on a change in the ownership or effective
          control of the Corporation unless (i) the Corporation is not obligated
          to make any payment under such Compensation Arrangement which,
          individually or together with any other payment from the Corporation
          or its Subsidiaries in the nature of compensation to (or for the
          benefit of) such individual which are contingent on such change in
          ownership or effective control, would result in the making of a
          Parachute Payment (as hereinafter defined) or (ii) such Compensation
          Arrangement is approved by the affirmative vote of holders of a
          majority of the shares of the Corporation entitled to vote generally
          in the election of directors represented in person or by proxy at an
          annual or special meeting of stockholders at which a quorum is
          present, voting as a single class.
 
 
 
                                     PAGE 32
<PAGE>
                         (b) For purposes of this Section:
 
                              (i) The phrase "contingent on a change in the
               ownership or effective control of the Corporation" shall have the
               same meaning as it has for purposes of Section 280G (as
               hereinafter defined), without giving effect to subparagraph
               (b)(2)(C) thereof.
 
                              (ii) "Compensation Arrangement" shall mean and
               include any employment agreement or contract, severance
               agreement, employee benefit plan or similar arrangement, entered
               into or adopted on or after the date on which this Article XI
               becomes part of the Restated Certificate of Incorporation,
               providing for any payment in the nature of compensation to be
               paid to (or for the benefit of) any officer or employee of the
               Corporation or any of its Subsidiaries.
 
                              (iii) "Parachute Payment" shall mean a "parachute
               payment" within the meaning of Section 280G, except that the
               phrase "3 times" in clause (b)(2)(A)(ii) thereof shall, for
               purposes of this Section 2, be replaced by "150% of."
 
                              (iv) "Section 280G" shall mean Section 280G of the
               Internal Revenue Code of 1986 as in effect on September 6, 1990.
 
                         (c) The approval of stockholders contemplated by clause
          (ii) of paragraph (a) above shall be sufficient if obtained either (i)
          prior to the Corporation becoming obligated under any Compensation
          Arrangement or (ii) after the Corporation shall become obligated
          thereunder but prior to the making of any payment thereunder, if in
          such case the Corporation's obligations under such Compensation
          Arrangement are expressly conditioned upon such approval being
          obtained.
 
 
                                     PAGE 33
<PAGE>
                         3. Creation of Certain Rights and Options.
 
                         The Corporation shall not create or issue to its
          stockholders generally, or to holders of any class or series of its
          capital stock, any rights or options to purchase at any time any
          shares of capital stock or other securities of the Corporation, any
          Subsidiary thereof, any successor to the Corporation or any Subsidiary
          of the Corporation or any transferee of any substantial portion of the
          assets of the Corporation and its Subsidiaries, the terms and
          conditions of which rights or options include restrictions or
          conditions that preclude or limit the exercise, transfer or receipt of
          such rights or options when held by certain stockholders, or that
          invalidate or purport to invalidate or void such rights or options
          held by certain stockholders, unless the creation and issuance of such
          rights is approved by the affirmative vote of holders of a majority of
          the shares of the Corporation entitled to vote generally in the
          election of directors represented in person or by proxy at an annual
          or special meeting of stockholders at which a quorum is present,
          voting as a single class; provided, however, that (a) nothing
          contained in this Section 3 shall limit the right or power of the
          Corporation to issue options or other rights to purchase any shares of
          its capital stock or other securities to (i) any director, officer or
          employee of the Corporation or any Subsidiary thereof, as part of his
          compensation or payment or as part of an employee stock option or
          stock purchase plan or (ii) consultants or other persons providing
          goods, services or other benefits to the Corporation or any Subsidiary
          as consideration therefor and (b) the Corporation may issue such
          rights or options if by the terms thereof they shall expire and be of
          no further force or effect not later than ninety (90) days after the
 
 
                                     PAGE 34
<PAGE>
          date of issuance thereof unless such rights or options have become
          exercisable prior to such date or unless prior to such date the
          issuance of such rights or options has been approved by the
          affirmative vote of the holders of a majority of the shares of the
          Corporation entitled to vote generally in the election of directors
          represented in person or by proxy at an annual or special meeting of
          stockholders at which a quorum is present, voting as a single class.
 
                         4. No Modification of Powers or Duties.
 
                         The provisions of this Article XI shall not be deemed
          or construed to either enlarge or diminish the powers or duties of the
          Board of Directors of the Corporation with respect to any matter or
          action that may be taken by the Corporation which is not specifically
          addressed in this Article XI.
 
                         IV. This Restated Certificate of Incorporation was duly
          adopted by the Board of Directors in accordance with Section 245 of
          the General Corporation Law of the State of Delaware.
 
 
 
         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by William J. Montgoris, its Chief Operating Officer, this 15th day of
May, 1998.
 
                                            THE BEAR STEARNS COMPANIES INC.
 
                                            By: /s/ William J. Montgoris
                                                -------------------------------
                                                William J. Montgoris
                                                Chief Operating Officer
 
 
 
 
                                    PAGE 35
 
 
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<TEXT>
 
                                                                 EXHIBIT 23(a)
 
 
 
 
INDEPENDENT AUDITOR'S CONSENT
 
We consent to the incorporation by reference in this registration statement of
The Bear Stearns Companies Inc. on Form S-3 of our report dated September 2,
1997, appearing in and incorporated by reference in the Annual Report on Form
10-K of The Bear Stearns Companies Inc., for the year ended June 30, 1997, and
to the reference to us under the heading "Experts" in the Prospectus, which is
part of the Registration Statement.
 
 
 
/s/ Deloitte & Touche LLP
 
June 16, 1998
New York, New York