EXHIBIT 3.A
 
 
 
              RESTATED CERTIFICATE OF INCORPORATION
                                OF
                        THE NEW DIAL CORP.
 
     1. The name of the corporation (which is hereinafter
referred to as the Corporation) is "The New Dial Corp."
 
     2. The original Certificate of Incorporation was filed with
the Secretary of State of the State of Delaware on December 16,
1991, under the name The New Dial Corp.
 
     3. This Restated Certificate of Incorporation has been duly
proposed by resolutions adopted and declared advisable by the
Board of Directors of the Corporation, duly adopted by written
consent of the sole stockholder of the Corporation in lieu of a
meeting and vote and duly executed and acknowledged by the
officers of the Corporation in accordance with the provisions of
Sections 103, 228, 242 and 245 of the General Corporation Law of
the State of Delaware and, upon filing with the Secretary of
State in accordance with Section 103 shall thenceforth supercede
the original Certificate of Incorporation and shall, as it may
thereafter be amended in accordance with its terms and applicable
law, be the Certificate of Incorporation of the Corporation.
 
     4. The text of the Certificate of Incorporation of the
Corporation is hereby amended and restated to read in its
entirety as follows:
 
                            ARTICLE I
 
     The name of the corporation (which is hereinafter referred
to as the "Corporation") is:
 
                        The New Dial Corp.
 
 
                            ARTICLE II
 
     The address of the Corporation's registered office in the
State of Delaware is The Corporation Trust Center, 1209 Orange
Street in the City of Wilmington, County of New Castle. The name
of the Corporation's registered agent at such address is The
Corporation Trust Company.
 
                           ARTICLE III
 
     The purpose of the Corporation shall be to engage in any
lawful act or activity for which corporations may be organized
and incorporated under the General Corporation Law of the State
of Delaware (the "GCL").
 
                            ARTICLE IV
 
     (A)  Authorized Stock.  The total number of shares of stock
which the Corporation shall have authority to issue is
207,442,352, consisting of (i) Two Hundred Million (200,000,000)
shares of Common Stock, par value $1.50 per share (hereinafter
referred to as "Common Stock"), (ii) Four Hundred Forty-Two
Thousand Three Hundred Fifty-Two (442,352) shares of Series $4.75
Preferred Stock, without par value but with a stated value of One
Hundred Dollars ($100) per share (hereinafter referred to as
"$4.75 Preferred Stock"), (iii) Five Million (5,000,000) shares
of Preferred Stock, par value $.01 per share (hereinafter
referred to as "Preferred Stock") and (iv) Two Million
(2,000,000) shares of Junior Participating Preferred Stock, par
value $.01 per share (hereinafter referred to as "Junior
Preferred Stock").
 
     (B)  $4.75 Preferred Stock.  The qualifications, limitations
or restrictions of the $4.75 Preferred Stock shall be as follows:
 
          (i)  The holders of the $4.75 Preferred Stock shall be
     entitled to receive, when and as declared by the Board of
     Directors, out of any assets of the Corporation legally
     available for dividends, cumulative dividends in cash,
     payable on January 15, April 15, July 15, and October 15 in
     each year, beginning in the year 1992, at the annual rate of
     $4.75 per share, and no more, with the first payment to
     accrue from January 15, 1992 and be made on April 15, 1992.
 
          (ii) In the event of any liquidation, dissolution or
     winding up of the Corporation, the holders of the $4.75
     Preferred Stock shall be entitled to receive out of the
     assets of the Corporation available for distribution to
     shareholders an amount equal to $100 per share if such
     liquidation, dissolution or winding up be involuntary or, if
     such liquidation, dissolution or winding up be voluntary, an
     amount equal to $101 per share, plus, in each case, a
     further amount equal to all unpaid cumulative dividends on
     the $4.75 Preferred Stock accrued to the date when such
     payment shall be made available to the holders thereof,
     before any distribution of assets shall be made to the
     holders of the Common Stock or other shares ranking junior
     to the $4.75 Preferred Stock with respect to liquidation
     rights.  After such amounts shall have been paid or
     irrevocably set aside for payment in full to the holders of
     the $4.75 Preferred Stock, they shall be entitled to no
     further payment or distribution other than from any such
     fund irrevocably set aside.  If, upon such liquidation,
     dissolution or winding up, the assets thus distributable to
     the holders of the $4.75 Preferred Stock shall be
     insufficient to permit the payment to such holders of the
     preferential amounts aforesaid, then such assets shall be
     distributed ratably among the holders of the $4.75 Preferred
     Stock according to the number of shares held by each.
 
          The liquidation, dissolution or winding up of the
     Corporation, as such terms are used in the foregoing
     paragraph, shall not be deemed to include any consolidation
     or merger of the Corporation with or into any one or more
     other corporations, or the sale of all or any of the assets
     of the Corporation.
 
          (iii)  The $4.75 Preferred Stock may be redeemed at any
     time, or from time to time, in whole or in part, at the
     option of the Corporation, expressed by resolution of the
     Board of Directors. The redemption price per share of the
     $4.75 Preferred Stock shall be $101, plus an amount equal to
     all unpaid cumulative dividends accrued on the shares to be
     redeemed to the date fixed for redemption.
 
          Notice of every such redemption shall be given at least
     thirty days prior to the date fixed for such redemption to
     the holders of record of the shares so to be redeemed, and
     shall be sufficiently given if the Corporation shall cause a
     copy thereof to be mailed to such holders of record at their
     respective addresses as shown by the books of the
     Corporation by first class mail, postage prepaid; provided,
     however, that the failure to mail such notice to one or more
     of such holders shall not affect the validity of such
     redemption as to the other such holders.
 
          In case of redemption of a part only of the $4.75
     Preferred Stock at the time outstanding, the Corporation
     shall select by lot the shares so to be redeemed.  The Board
     of Directors shall have full power and authority to
     prescribe the manner in which the selection by lot shall be
     conducted and, subject to the limitations and provisions
     herein contained, the terms and conditions upon which the
     $4.75 Preferred Stock shall be redeemed from time to time.
 
          If such notice of redemption shall have been duly
     given, and if on or before the redemption date specified
     therein all funds necessary for such redemption shall be and
     continue to be available for payment on and after the
     redemption date upon surrender of the certificates for the
     shares so called for redemption, then, notwithstanding that
     any certificate for shares so called for redemption shall
     not have been surrendered for cancellation, the shares so
     called for redemption shall on and after such redemption
     date no longer be deemed to be outstanding, and all rights
     with respect to such shares shall forthwith on such
     redemption date terminate, except only the right of the
     holders of the certificates therefor, upon surrender
     thereof, to receive the amount payable on redemption
     thereof, without interest.
 
          If such notice of redemption shall have been duly
     given, or if the Corporation shall have granted to the bank
     or trust company, hereinafter referred to, irrevocable
     authorization promptly to give or complete such notice, and
     if on or before the redemption date specified therein the
     funds necessary for such redemption shall have been
     deposited in trust for the pro rata benefit of the holders
     of the shares so called for redemption with a bank or trust
     company in good standing, designated in such notice, having
     capital, surplus and undivided profits aggregating at least
     $25,000,000 according to its then latest published statement
     of condition, then, notwithstanding that such deposit shall
     have been made less than thirty days after the notice of
     redemption, and that any certificates for shares so called
     for redemption shall not have been surrendered for
     cancellation, from and after such deposit (or from and after
     the redemption date if such notice of redemption shall fail
     to state that the holders of the shares so called for
     redemption may receive their redemption price at any time
     after such deposit) all shares of $4.75 Preferred Stock with
     respect to which such deposit shall have been made shall no
     longer be deemed to be outstanding and all rights with
     respect to such shares shall forthwith terminate, except
     only the right of the holders of the certificates therefor,
     upon surrender thereof, to receive the redemption price
     thereof out of the funds so deposited, without interest. 
     Any funds so deposited, and unclaimed at the end of six
     years from the redemption date, shall be released or repaid
     to the Corporation, after which the certificate holders
     entitled thereto shall look only to the Corporation for
     payment thereof, without interest.
 
          The shares of $4.75 Preferred Stock which shall have
     been redeemed as aforesaid shall be retired, and shall be
     returned to the status of authorized but unissued Series
     $4.75 Preferred Stock.
 
          (iv) So long as any shares of $4.75 Preferred Stock
     shall be outstanding, the Corporation (which for purposes of
     this subparagraph shall be deemed to include any predecessor
     issuer of $4.75 Preferred Stock which shall have merged into
     the Corporation) shall, on or before September 1 in each
     year, beginning in the year 1983, pay to a bank or trust
     company (hereinafter called the Sinking Fund Agent)
     appointed from time to time by the Corporation and being a
     bank or trust company meeting the requirements of paragraph
     (iii) above, as and for a sinking fund for the $4.75
     Preferred Stock a sum sufficient for the redemption in such
     year, in accordance with the provisions of this paragraph
     (iv) of 6,000 shares of $4.75 Preferred Stock (hereinafter
     referred to as the sinking fund payment).  As and for all or
     any part of any sinking fund payment, the Corporation may,
     on or before September 1 of each year, beginning in the year
     1983, deliver to the Sinking Fund Agent certificates for
     $4.75 Preferred Stock (which shall be in canceled form)
     theretofore issued by the Corporation or any such
     predecessor by merger to the Corporation and which were
     repurchased by it or by such corporation merging into the
     Corporation or redeemed otherwise than through the operation
     of the sinking fund provided for in this paragraph (iv), and
     receive credit upon such sinking fund payment, with respect
     to a sum sufficient for the redemption, in accordance with
     the provisions of this paragraph (iv), of the number of
     shares of $4.75 Preferred Stock so delivered. Any moneys in
     the sinking fund for the $4.75 Preferred Stock on September
     1 of any year shall be applied by the Sinking Fund Agent to
     the redemption on October 1 of such year of shares of $4.75
     Preferred Stock at the sinking fund redemption price
     consisting of $100 per share plus an amount equal to all
     unpaid cumulative dividends accrued to the date fixed for
     redemption on each share so to be redeemed. Such redemption
     shall be effected by lot in such manner as the Sinking Fund
     Agent shall determine, and the Sinking Fund Agent is
     authorized to effect such redemption in the name of the
     Corporation in the manner and with the effect provided by
     paragraph (iii) above, except that the notice of redemption
     shall state that the shares are being redeemed for the
     sinking fund; provided, however, that if the amount of the
     sinking fund payment in any year shall be less than $25,000,
     such amount may, at the option of the Corporation, remain in
     the sinking fund and be applied as part of the next
     succeeding sinking fund payment.  Shares of $4.75 Preferred
     Stock which shall be delivered to the Sinking Fund Agent by
     the Corporation as a credit upon a sinking fund payment or
     which shall be called for redemption through the operation
     of the sinking fund shall be retired, and, until all shares
     of Series $4.75 Preferred Stock outstanding at the time of
     such retirement have been redeemed or otherwise acquired by
     the Corporation, shall not be delivered for credit upon any
     sinking fund payment, and such shares shall be returned to
     the status of authorized but unissued Series $4.75 Preferred
     Stock.
 
          If any sinking fund payment would be required at a time
     when dividends upon the $4.75 Preferred Stock shall be in
     arrears, the Corporation shall not be required to make a
     sinking fund payment at that time, but shall nevertheless be
     considered, for the purposes hereof, to be in default with
     respect to its sinking fund obligations and shall be
     required to make such defaulted sinking fund payment at the
     earliest time thereafter when dividends upon the $4.75
     Preferred Stock shall not be in arrears.  Within forty days
     after the Corporation shall have made any such defaulted
     sinking fund payment, the Sinking Fund Agent shall apply the
     same to redemption of $4.75 Preferred Stock in the manner
     and at the price above in this paragraph (iv) provided.
 
          (v)  So long as any shares of $4.75 Preferred Stock
     shall be outstanding, no dividends, other than dividends
     payable in junior shares, shall be paid or declared, nor
     shall any distribution be made, on any junior shares nor
     shall any junior shares be acquired for a consideration by
     the Corporation or by any subsidiary, unless:
 
               (a)  Full cumulative dividends on the $4.75
          Preferred Stock for all the then past and for the then
          current dividend periods shall have been paid, or
          declared and set apart for payment, except as otherwise
          provided in the last sentence of paragraph (i) above
          and
 
               (b)  All sinking fund payments required by
          paragraph (iv) above to have been made shall have been
          made in full.
 
          (vi)  So long as any shares of $4.75 Preferred Stock
     shall be outstanding, the Corporation shall not, without the
     affirmative vote of the holders of at least two-thirds of
     the shares of $4.75 Preferred Stock at the time outstanding,
     given in person or by proxy, either at a special meeting
     called for the purpose or at any annual meeting of
     shareholders if appropriate notice of such proposed action
     is given, at which the $4.75 Preferred Stock shall vote
     separately as a single class, or, alternatively, without the
     written consent of the holders of all the shares of $4.75
     Preferred Stock at the time outstanding
 
               (a)  Amend or repeal any provision of or add any
          provision to this Certificate of Incorporation, or take
          any other action, so as to alter materially any
          existing provision of the $4.75 Preferred Stock; or
 
               (b)  Authorize, or increase, or issue, any class
          or series of any class of the shares of the Corporation
          ranking prior to the $4.75 Preferred Stock, or increase
          the authorized amount of the $4.75 Preferred Stock;
          provided, however, that no vote or consent of the
          holders of the $4.75 Preferred Stock shall be required
          to issue any shares, regardless of priority, for the
          purpose of redeeming or otherwise retiring the $4.75
          Preferred Stock if, prior to or contemporaneously with
          the issuance thereof, provision has been made in
          accordance with the provisions of paragraph (iii) above
          for the redemption of all $4.75 Preferred Stock at the
          time outstanding; or
 
               (c)  Sell, lease or convey all or substantially
          all the property or business of the Corporation, or
          voluntarily liquidate or dissolve the Corporation, or
          consolidate or merge the Corporation with or into any
          other corporation; provided, however, that no such vote
          or consent of the holders of the $4.75 Preferred Stock
          shall be required for a consolidation or merger of the
          Corporation if each holder of shares of $4.75 Preferred
          Stock immediately prior to such consolidation or merger
          shall, upon the occurrence thereof, possess the same or
          equivalent number of shares of the resulting
          corporation (which may be the Corporation or another
          corporation) having substantially the same terms and
          provisions as the shares of $4.75 Preferred Stock and
          the resulting corporation will have, immediately after
          such consolidation or merger, no other shares either
          authorized or outstanding ranking prior to or on a
          parity with such shares.
 
          (vii)  So long as any shares of $4.75 Preferred Stock
     shall be outstanding, the Corporation shall not, without the
     affirmative vote of the holders of at least a majority of
     the shares of $4.75 Preferred Stock at the time outstanding,
     given in person or by proxy, either at a special meeting
     called for the purpose or at any annual meeting of
     shareholders if appropriate notice of such proposed action
     is given, at which the $4.75 Preferred Stock shall vote
     separately as a single class, or, alternatively, without the
     written consent of the holders of all the shares of $4.75
     Preferred Stock at the time outstanding, authorize, or
     increase, or issue, any class or series of any class of
     shares of the Corporation ranking on a parity with the $4.75
     Preferred Stock; provided, however, that no vote or consent
     of the holders of the $4.75 Preferred Stock shall be
     required to issue any shares, regardless of parity, for the
     purpose of redeeming or otherwise retiring the $4.75
     Preferred Stock, if prior to or contemporaneously with the
     issuance thereof, provision has been made in accordance with
     the provisions of paragraph (iii) above for the redemption
     of all the $4.75 Preferred Stock at the time outstanding.
 
          (viii)  For the purposes hereof the term "ranking prior
     to" the $4.75 Preferred Stock shall have reference to a
     class or series of a class of shares which is preferential
     to the $4.75 Preferred Stock with respect of dividends or
     liquidation rights; the term "ranking on a parity with" the
     $4.75 Preferred Stock shall have reference to a class or
     series of a class of shares which is equal to the $4.75
     Preferred Stock with respect to dividends or liquidation
     rights and the term "junior shares" shall mean the Common
     Stock and any other class or series of a class of shares of
     the Corporation not ranking prior to or on a parity with the
     $4.75 Preferred Stock.
 
          (ix)  The holders of $4.75 Preferred Stock shall have
     no right to vote except as otherwise herein or by statute
     specifically provided.
 
          If and when the Corporation shall be in default in the
     payment in whole or in part, of each of six quarterly
     dividends (whether or not consecutive) accrued on the $4.75
     Preferred Stock, whether or not earned or declared, the
     holders of the outstanding $4.75 Preferred Stock, voting
     separately as a single class, shall become entitled to elect
     two directors of the Corporation to serve in addition to the
     directors elected pursuant to Article VIII of this
     Certificate of Incorporation.  Such right to elect
     additional directors may be exercised at any annual meeting
     of shareholders, or, within the limitations hereinafter
     provided, at a special meeting of shareholders held for such
     purpose.  If such default shall occur more than ninety days
     preceding the rate of the next annual meeting of
     shareholders as fixed by the Bylaws of the Corporation, then
     a special meeting of the holders of the $4.75 Preferred
     Stock shall be called by the Secretary of the Corporation
     upon the written request of the holders of not less than 10%
     of the $4.75 Preferred Stock then outstanding, such meeting
     to be held within sixty days after the delivery to the
     Secretary of such request.  Such additional directors,
     whether elected at an annual or a special meeting, shall
     serve until the next annual meeting and until their
     successors shall be duly elected and qualified, unless their
     term shall sooner terminate pursuant to the provisions of
     this paragraph (ix).  At any meeting for the purpose of
     electing such additional directors, the holders of 35% of
     the $4.75 Preferred Stock then outstanding shall constitute
     a quorum, and any such meeting shall be valid
     notwithstanding that a quorum of the outstanding shares of
     any other class or classes shall not be present or
     represented thereat.  At the time of any such meeting at
     which a quorum shall be present, the number of directors
     constituting the whole Board of Directors shall be deemed to
     be increased by two.  If a vacancy shall occur in the Board
     of Directors by reason of the death, resignation or
     inability to act of any such additional director, such
     vacancy shall be filled only by the vote of the holders of
     the $4.75 Preferred Stock, voting separately as a single
     class, at a special meeting of the holders of the $4.75
     Preferred Stock requested, called and held in the same
     manner as the special meeting hereinabove referred to.  If
     and when all dividends in default on the $4.75 Preferred
     Stock shall be paid or irrevocably set aside for payment,
     the right of the holders of the $4.75 Preferred Stock as a
     class to elect directors shall then cease, and if any
     directors were elected by the holders of the $4.75 Preferred
     Stock as a class, the term of such directors shall
     terminate, and the number of directors constituting the
     whole Board of Directors shall be reduced by the number of
     such additional directors.  The above provisions for the
     vesting of such voting right in the holders of the $4.75
     Preferred Stock as a class shall apply, however, in case of
     any subsequent default under this paragraph (ix).
 
          Except as may be required by law, the holders of $4.75
     Preferred Stock shall not be entitled to receive notice of
     any meeting of shareholders at which they are not entitled
     to vote or consent.
 
          Except as in this Certificate of Incorporation or in a
     Preferred Stock Designation (as herein defined) or by
     statute specifically provided, the holders of the Common
     Stock shall have the exclusive right to vote for the
     election of directors and for all other purposes.  The total
     number of directors may be increased without any vote or
     consent of the holders of $4.75 Preferred Stock.
 
          (x)  No holder of $4.75 Preferred Stock, as such, shall
     have any preemptive right to subscribe to share obligations,
     warrants, rights to subscribe to shares or other securities
     of the Corporation of any kind or class, whether now or
     hereafter authorized.
 
          (xi)  The $4.75 Preferred Stock shall rank prior to all
     other classes and/or series of stock of the Corporation,
     both as to payment of dividends and as to distribution of
     assets upon liquidation, dissolution, or winding up of the
     Corporation, whether voluntary or involuntary.
 
     (C)  Preferred Stock.  The Preferred Stock may be issued
from time to time in one or more series. The Board of Directors
is hereby authorized to provide for the issuance of shares of
Preferred Stock in series and, by filing a certificate pursuant
to the applicable law of the State of Delaware (hereinafter,
along with any similar designation relating to any other class of
stock which may hereafter be authorized, referred to as a
"Preferred Stock Designation"), to establish from time to time
the number of shares to be included in each such series, and to
fix the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations and
restrictions thereof.  The authority of the Board of Directors
with respect to each series shall include, but not be limited to,
determination of the following:
 
          (i)  The designation of the series, which may be by
     distinguishing number, letter or title.
 
          (ii) The number of shares of the series, which number
     the Board of Directors may thereafter (except where
     otherwise provided in the Preferred Stock Designation)
     increase or decrease (but not below the number of shares
     thereof then outstanding).
 
          (iii) Whether dividends, if any, shall be cumulative or
     noncumulative and the dividend rate of the series.
 
          (iv) Dates at which dividends, if any, shall be
     payable.
 
          (v)  The redemption rights and price or prices, if any,
     for shares of the series.
 
          (vi) The terms and amount of any sinking fund provided
     for the purchase or redemption of shares of the series.
 
          (vii) The amounts payable on and the preferences, if
     any, of shares of the series in the event of any voluntary
     or involuntary liquidation, dissolution or winding up of the
     affairs of the Corporation.
 
          (viii) Whether the shares of the series shall be
     convertible into shares of any other class or series, or any
     other security, of the Corporation or any other corporation,
     and, if so, the specification of such other class or series
     of such other security, the conversion price or prices or
     rate or rates, any adjustments thereof, the date or dates at
     which such shares shall be convertible and all other terms
     and conditions upon which such conversion may be made.
 
          (ix) Restrictions on the issuance of shares of the same
     series or of any other class or series.
 
          (x)  The voting rights, if any, of the holders of
     shares of the series.
 
     All shares of any series of Preferred Stock shall be
subordinate to the $4.75 Preferred Stock, with respect to the
payment of dividends as well as the distribution of assets upon
liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary.
 
     (D)  Junior Preferred Stock.  The qualifications,
limitations or restrictions of the Junior Preferred Stock shall
be as follows:
 
     Section 1.  Amount.  The number of shares constituting the
Junior Preferred Stock shall be as set forth in paragraph (A) of
this Article IV.
 
     Section 2.  Dividends and Distributions.
 
          (a)  Subject to the rights of the holders of any shares
     of $4.75 Preferred Stock or any shares of any series of
     Preferred Stock (or any similar stock) ranking prior and
     superior to the Junior Preferred Stock with respect to
     dividends, the holders of shares of Junior Preferred Stock,
     in preference to the holders of Common Stock and of any
     other junior stock, shall be entitled to receive, when, as
     and if declared by the Board of Directors out of funds
     legally available for the purpose, quarterly dividends
     payable in cash on the first day of March, June, September
     and December in each year (each such date being referred to
     herein as 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 Junior
     Preferred Stock, in an amount per share (rounded to the
     nearest cent) equal to the greater of (i) $1 or (ii) subject
     to the provision for adjustment hereinafter set forth, 100
     times the aggregate per share amount of all cash dividends,
     and 100 times the aggregate per share amount (payable in
     kind) of all non-cash dividends or other distributions,
     other than a dividend payable in shares of Common Stock or a
     subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the Common Stock
     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 Junior Preferred Stock.  In the event
     the Corporation shall at any time declare or pay any
     dividend on the Common Stock payable in shares of Common
     Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend
     in shares of Common Stock) into a greater or lesser number
     of shares of Common Stock, then in each such case the amount
     to which holders of shares of Junior Preferred Stock were
     entitled immediately prior to such event under clause (ii)
     of the preceding sentence shall be adjusted by multiplying
     such amount 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 a dividend or
     distribution on the Junior Preferred Stock as provided in
     paragraph (a) of this Section immediately after it declares
     a dividend or distribution on the Common Stock (other than a
     dividend payable in shares of Common Stock); provided that,
     in the event no dividend or distribution shall have been
     declared on the Common Stock during the period between any
     Quarterly Dividend Payment Date and the next subsequent
     Quarterly Dividend Payment Date, a dividend of $1 per share
     on the Junior Preferred Stock shall nevertheless be payable
     on such subsequent Quarterly Dividend Payment Date.
 
          (c)  Dividends shall begin to accrue and be cumulative
     on outstanding shares of Junior Preferred Stock from the
     Quarterly Dividend Payment Date next preceding the date of
     issue of such shares, 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 the
     determination of holders of shares of Junior Preferred Stock
     entitled to receive a quarterly 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
     dividends shall not bear interest.  Dividends paid on the
     shares of Junior 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 shares of Junior
     Preferred Stock entitled to receive payment of a dividend or
     distribution declared thereon, which record date shall be
     not more than 60 days prior to the date fixed for the
     payment thereof.
 
     Section 3.  Voting Rights.  The holders of shares of Junior
Preferred Stock shall have the following voting rights:
 
          (a)  Subject to the provision for adjustment
     hereinafter set forth, each share of Junior Preferred Stock
     shall entitle the holder thereof to 100 votes on all matters
     submitted to a vote of the stockholders of the Corporation.
     In the event the Corporation shall at any time declare or
     pay any dividend on the Common Stock payable in shares of
     Common Stock, or effect a subdivision or combination or
     consolidation of the outstanding shares of Common Stock (by
     reclassification or otherwise than by payment of a dividend
     in shares of Common Stock) into a greater or lesser number
     of shares of Common Stock, then in each such case the number
     of votes per share to which holders of shares of Junior
     Preferred Stock were entitled immediately prior to such
     event shall be adjusted by multiplying such number 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 provided in this Certificate of
     Incorporation, in any Preferred Stock Designation or in any
     certificate of designations creating any similar stock, or
     by law, the holders of shares of Junior Preferred Stock and
     the holders of shares of Common Stock and any other capital
     stock of the Corporation having general voting rights shall
     vote together as one class on all matters submitted to a
     vote of stockholders of the Corporation.
 
          (c)  Except as set forth herein, or as otherwise
     provided by law, holders of Junior Preferred Stock shall
     have no special voting rights and their consent shall not be
     required (except to the extent they are entitled to vote
     with holders of Common Stock as set forth herein) for taking
     any corporate action.
 
     Section 4.  Certain Restrictions.
 
          (a)  Whenever quarterly dividends or other dividends or
     distributions payable on the Junior Preferred Stock as
     provided in Section 2 are in arrears, thereafter and until
     all accrued and unpaid dividends and distributions, whether
     or not declared, on shares of Junior Preferred Stock
     outstanding shall have been paid in full, the Corporation
     shall not:
 
               (i)  declare or pay dividends, or make any other
          distributions, on any shares of stock ranking junior
          (either as to dividends or upon liquidation,
          dissolution or winding up) to the Junior Preferred
          Stock;
 
               (ii) declare or pay dividends, 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) with the Junior Preferred
          Stock, except dividends paid ratably on the Junior
          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;
 
               (iii) redeem or purchase or otherwise acquire for
          consideration shares of any stock ranking junior
          (either as to dividends or upon liquidation,
          dissolution or winding up) to the Junior Preferred
          Stock, provided that the Corporation may at any time
          redeem, purchase or otherwise acquire shares of any
          such junior stock in exchange for shares of any stock
          of the Corporation ranking junior (either as to
          dividends or upon dissolution, liquidation or winding
          up) to the Junior Preferred Stock; or
 
               (iv) redeem or purchase or otherwise acquire for
          consideration any shares of Junior Preferred Stock or
          any shares of stock ranking on a parity with the Junior
          Preferred Stock, except in accordance with a purchase
          offer made in writing or by publication (as determined
          by the Board of Directors) to all holders of such
          shares upon such terms as the Board of Directors, after
          consideration of the respective annual dividend rates
          and other relative rights and preferences of the
          respective series and classes, shall determine in good
          faith will result in fair and equitable treatment among
          the respective series or classes.
 
          (b)  The Corporation shall not permit any subsidiary 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.
 
     Section 5.  Reacquired Shares.  Any shares of Junior
Preferred Stock purchased or otherwise acquired by the
Corporation in any manner whatsoever shall be retired promptly
after the acquisition thereof.  All such shares shall upon their
retirement become authorized but unissued shares of Junior
Preferred Stock and may be reissued as part of a new series of
Junior Preferred Stock subject to the conditions and restrictions
on issuance set forth herein or in any Certificate of
Designations creating a series of Preferred Stock or any similar
stock or as otherwise required by law.
 
     Section 6.  Liquidation, Dissolution or Winding Up.  Upon
any liquidation, dissolution or winding up of the Corporation, no
distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Junior Preferred Stock unless,
prior thereto, the holders of shares of Junior Preferred Stock
shall have received $100 per share, plus an amount equal to
accrued and unpaid dividends and distributions thereon, whether
or not declared, to the date of such payment, provided that the
holders of shares of Junior Preferred Stock shall be entitled to
receive an aggregate amount per share, subject to the provision
for adjustment hereinafter set forth, equal to 100 times the
aggregate amount to be distributed per share to holders of shares
of Common Stock, or (2) to the holders of shares of stock ranking
on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Junior Preferred Stock,
except distributions made ratably on the Junior Preferred Stock
and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.  In the event the
Corporation shall at any time declare or pay any dividend on the
Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater
or lesser number of shares of Common Stock, then in each such
case the aggregate amount to which holders of shares of Junior
Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of the preceding sentence shall
be adjusted by multiplying such amount 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.  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 share of Junior Preferred Stock shall at the same time be
similarly exchanged or changed into an amount per share, subject
to the provision for adjustment hereinafter set forth, equal to
100 times the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may be, into
which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in
shares of Common Stock) into a greater or lesser number of shares
of Common Stock, then in each such case the amount set forth in
the preceding sentence with respect to the exchange or change of
shares of Junior Preferred Stock shall be adjusted by multiplying
such amount 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 8.  No Redemption.  The shares of Junior Preferred
Stock shall not be redeemable.
 
     Section 9.  Rank.  The Junior Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of
assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, junior to the
$4.75 Preferred Stock and to all series of the Corporation's
Preferred Stock.
 
     Section 10.  Amendment.  The Certificate of Incorporation of
the Corporation shall not be amended in any manner which would
materially alter or change the powers, preferences or special
rights of the Junior Preferred Stock so as to affect them
adversely without the affirmative vote of the holders of at least
two-thirds of the outstanding shares of Junior Preferred Stock,
voting together as a single class.
 
     (E)  Common Stock.  The Common Stock shall be subject to the
express terms of the $4.75 Preferred Stock, the Junior Preferred
Stock and the Preferred Stock and any series thereof.  Each share
of Common Stock shall be equal to each other share of Common
Stock. The holders of shares of Common Stock shall be entitled to
one vote for each such share upon all questions presented to the
stockholders.
 
     (F)  Vote.  Except as may be provided in this Certificate of
Incorporation or in a Preferred Stock Designation, or as may be
required by law, the Common Stock shall have the exclusive right
to vote for the election of directors and for all other purposes,
and holders of $4.75 Preferred Stock, Junior Preferred Stock and
Preferred Stock shall not be entitled to receive notice of any
meeting of stockholders at which they are not entitled to vote.
 
     (G)  Record Holders.  The Corporation shall be entitled to
treat the person in whose name any share of its stock is
registered as the owner thereof for all purposes and shall not be
bound to recognize any equitable or other claim to, or interest
in, such share on the part of any other person, whether or not
the Corporation shall have notice thereof, except as expressly
provided by applicable law.
 
                            ARTICLE V
 
     The Board of Directors is hereby authorized to create and
issue, whether or not in connection with the issuance and sale of
any of its stock or other securities or property, rights
entitling the holders thereof to purchase from the Corporation
shares of stock or other securities of the Corporation or any
other corporation.  The times at which and the terms upon which
such rights are to be issued will be determined by the Board of
Directors and set forth in the contracts or instruments that
evidence such rights.  The authority of the Board of Directors
with respect to such rights shall include, but not be limited to,
determination of the following:
 
     (A)  The initial purchase price per share or other unit of
the stock or other securities or property to be purchased upon
exercise of such rights.
 
     (B)  Provisions relating to the times at which and the
circumstances under which such rights may be exercised or sold or
otherwise transferred, either together with or separately from,
any other stock or other securities of the Corporation.
 
     (C)  Provisions which adjust the number or exercise price of
such rights or amount or nature of the stock or other securities
or property receivable upon exercise of such rights in the event
of a combination, split or recapitalization of any stock of the
Corporation, a change in ownership of the Corporation's stock or
other securities or a reorganization, merger, consolidation, sale
of assets or other occurrence relating to the Corporation or any
stock of the Corporation, and provisions restricting the ability
of the Corporation to enter into any such transaction absent an
assumption by the other party or parties thereto of the
obligations of the Corporation under such rights.
 
     (D)  Provisions which deny the holder of a specified
percentage of the outstanding stock or other securities of the
Corporation the right to exercise such rights and/or cause the
rights held by such holder to become void.
 
     (E)  Provisions which permit the Corporation to redeem or
exchange such rights.
 
     (F)  The appointment of a rights agent with respect to such
rights.
 
 
                            ARTICLE VI
 
     (A)  In furtherance of, and not in limitation of, the powers
conferred by law, the Board of Directors is expressly authorized
and empowered:
 
          (i)  to adopt, amend or repeal the Bylaws of the
     Corporation; provided, however, that the Bylaws adopted by
     the Board of Directors under the powers hereby conferred may
     be amended or repealed by the Board of Directors or by the
     stockholders having voting power with respect thereto,
     provided further that in the case of amendments by
     stockholders, the affirmative vote of the holders of at
     least 80 percent of the voting power of the then outstanding
     Voting Stock, voting together as a single class, shall be
     required to alter, amend or repeal any provision of the
     Bylaws; and
 
          (ii) from time to time to determine whether and to what
     extent, and at what times and places, and under what
     conditions and regulations, the accounts and books of the
     Corporation, or any of them, shall be open to inspection of
     stockholders; and, except as so determined, or as expressly
     provided in this Certificate of Incorporation or in any
     Preferred Stock Designation, no stockholder shall have any
     right to inspect any account, book or document of the
     Corporation other than such rights as may be conferred by
     applicable law.
 
     (B)  The Corporation may in its Bylaws confer powers upon
the Board of Directors in addition to the foregoing and in
addition to the powers and authorities expressly conferred upon
the Board of Directors by applicable law.  Notwithstanding
anything contained in this Certificate of Incorporation to the
contrary, the affirmative vote of the holders of at least 80
percent of the voting power of the then outstanding Voting Stock,
voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with subparagraph (i)
of paragraph (A) of this Article VI.  For the purposes of this
Certificate of Incorporation, "Voting Stock" shall mean the
outstanding shares of capital stock of the Corporation entitled
to vote generally in the election of directors.
 
                           ARTICLE VII
 
     Subject to the rights of the holders of $4.75 Preferred
Stock, any series of Preferred Stock or any other series or class
of stock as set forth in the Certificate of Incorporation, to
elect additional directors under specific circumstances, any
action required or permitted to be taken by the stockholders of
the Corporation must be effected at a duly called annual or
special meeting of stockholders of the Corporation and may not be
effected by any consent in writing in lieu of a meeting of such
stockholders.  Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative
vote of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class,
shall be required to amend, repeal or adopt any provision
inconsistent with this Article VII.
 
                           ARTICLE VIII
 
     (A)  Subject to the rights of the holders of $4.75 Preferred
Stock, any series of Preferred Stock or any other series or class
of stock as set forth in the Certificate of Incorporation, to
elect additional directors under specific circumstances, the
number of directors of the Corporation shall be fixed by the
Bylaws of the Corporation and may be increased or decreased from
time to time in such a manner as may be prescribed by the Bylaws.
 
     (B)  Unless and except to the extent that the Bylaws of the
Corporation shall so require, the election of directors of the
Corporation need not be by written ballot.
 
     (C)  The directors, other than those who may be elected by
the holders of the $4.75 Preferred Stock, any series of Preferred
Stock or any other series or class of stock as set forth in the
Certificate of Incorporation, shall be divided into three
classes, as nearly equal in number as possible.  One class of
directors shall be initially elected for a term expiring at the
annual meeting of stockholders to be held in 1992, another class
shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1993, and another class
shall be initially elected for a term expiring at the annual
meeting of stockholders to be held in 1994.  Members of each
class shall hold office until their successors are elected and
qualified.  At each succeeding annual meeting of the stockholders
of the Corporation, the successors of the class of directors
whose term expires at that meeting shall be elected by a
plurality vote of all votes cast at such meeting to hold office
for a term expiring at the annual meeting of stockholders held in
the third year following the year of their election.
 
     (D)  Subject to the rights of the holders of $4.75 Preferred
Stock, any series of Preferred Stock or any other series or class
of stock as set forth in the Certificate of Incorporation, to
elect additional directors under specific circumstances, any
director may be removed from office at any time, but only for
cause and only by the affirmative vote of the holders of at least
80 percent of the voting power of the then outstanding Voting
Stock, voting together as a single class.
 
     (E)  Notwithstanding anything contained in this Certificate
of Incorporation to the contrary, the affirmative vote of the
holders of at least 80 percent of the voting power of the then
outstanding Voting Stock, voting together as a single class,
shall be required to amend, repeal or adopt any provision
inconsistent with this Article VIII.
 
                            ARTICLE IX
     Section 1.  Vote Required for Certain Business Combinations.
 
     (A)  Higher Vote for Certain Business Combinations.  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 (a) any
     Interested Stockholder (as hereinafter defined), or (b) any
     other corporation (whether or not itself an Interested
     Stockholder) which is, or after such merger or consolidation
     would be, an Affiliate (as hereinafter defined) of an
     Interested Stockholder; or
 
          (ii) any sale, lease, exchange, mortgage, pledge,
     transfer or other disposition (in one transaction or a
     series of transactions) to or with any Interested
     Stockholder, including all Affiliates of the Interested
     Stockholder, of any assets of the Corporation or any
     Subsidiary having an aggregate Fair Market Value (as
     hereinafter defined) of $10,000,000 or more; or
 
          (iii) the issuance or transfer by the Corporation or
     any Subsidiary (in one transaction or a series of
     transactions) of any securities of the Corporation or any
     Subsidiary to any Interested Stockholder, including all
     Affiliates of the Interested Stockholder, in exchange for
     cash, securities or other property (or a combination
     thereof) having an aggregate Fair Market Value of
     $10,000,000 or more; or
 
          (iv) the adoption of any plan or proposal for the
     liquidation or dissolution of the Corporation proposed by or
     on behalf of an Interested Stockholder or any Affiliates of
     an Interested Stockholder; or
 
          (v)  any reclassification of securities (including any
     reverse stock split), or recapitalization of the
     Corporation, or any merger or consolidation of the
     Corporation with any of its Subsidiaries or any other
     transaction (whether or not an Interested Stockholder is a
     party thereto) which has the effect, directly or indirectly,
     of increasing the proportionate share of the outstanding
     shares of any class of equity or convertible securities of
     the Corporation or any Subsidiary which are directly or
     indirectly owned by any Interested Stockholder or one or
     more Affiliates of the Interested Stockholder;
 
shall require the affirmative vote of the holders of at least
66 2/3% of the voting power of the then outstanding Voting Stock,
voting together as a single class, including the affirmative vote
of the holders of at least 66 2/3% of the voting power of the
then outstanding Voting Stock not owned directly or indirectly by
any Interested Stockholder or any Affiliate of any Interested
Stockholder.  Such affirmative vote shall be required
notwithstanding the fact that no vote may be required, or that a
lesser percentage may be permitted, by law or in any agreement
with any national securities exchange or otherwise.
 
     (B)  Definition of "Business Combination."  The term
"Business Combination" as used in this Article IX shall mean any
transaction described in any one or more of clauses (i) through
(v) of paragraph (A) of this Section 1.
 
     Section 2.  When Higher Vote is Not Required.  The
provisions of Section I of this Article IX shall not be
applicable to any particular Business Combination, and such
Business Combination shall require only such affirmative vote as
is required by law or any other provision of this Certificate of
Incorporation, if the conditions specified in either of the
following paragraphs (A) or (B) are met:
 
     (A)  Approval by Continuing Directors.  The Business
Combination shall have been approved by a majority of the
Continuing Directors (as hereinafter defined).
 
     (B)  Price and Procedure Requirements.  All of the following
conditions shall have been met:
 
          (i)  The aggregate amount of the cash and the Fair
     Market Value (as hereinafter defined) as of the date of the
     consummation of the Business Combination of consideration
     other than cash, to be received per share by holders of
     Common Stock in such Business Combination, shall be at least
     equal to the highest of the following:
 
               (a)  (if applicable) the highest per share price
          (including any brokerage commissions, transfer taxes
          and soliciting dealers' fees) paid by the Interested
          Stockholder for any shares of Common Stock acquired by
          it (1) within the two-year period immediately prior to
          the first public announcement of the proposal of such
          Business Combination (the "Announcement Date"), or (2)
          in the transaction in which it became an Interested
          Stockholder, whichever is higher;
 
               (b)  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; and
 
               (c)  (if applicable) the price per share equal to
          the Fair Market Value per share of Common Stock
          determined pursuant to paragraph (B)(i)(b) above,
          multiplied by the ratio of (1) the highest per share
          price (including any brokerage commissions, transfer
          taxes and soliciting dealers' fees) paid by the
          Interested Stockholder for any shares of Common Stock
          acquired by it within the two-year period immediately
          prior to the Announcement Date to (2) the Fair Market
          Value per share of Common Stock on the first day in
          such two-year period upon which the Interested
          Stockholder acquired any shares of Common Stock.
 
          (ii) The aggregate amount of the cash and the Fair
     Market Value as of the date of the consummation of the
     Business Combination of consideration other than cash to be
     received per share by holders of shares of any other class,
     other than Common Stock or Excluded Preferred Stock, of
     outstanding Voting Stock shall be at least equal to the
     highest of the following (it being intended that the
     requirements of this paragraph (B)(ii) shall be required to
     be met with respect to every such class of outstanding
     Voting Stock whether or not the Interested Stockholder has
     previously acquired any shares of a particular class of
     Voting Stock):
 
               (a)  (if applicable) the highest per share price
          (including any brokerage commissions, transfer taxes
          and soliciting dealers' fees) paid by the Interested
          Stockholder for any shares of such class of Voting
          Stock acquired by it (1) within the two-year period
          immediately prior to the Announcement Date, or (2) in
          the transaction in which it became an Interested
          Stockholder, whichever is higher;
 
               (b)  (if applicable) the highest preferential
          amount per share to which the holders of shares of such
          class of Voting Stock are entitled in the event of any
          voluntary or involuntary liquidation, dissolution or
          winding up of the Corporation;
 
               (c)  the Fair Market Value per share of such class
          of Voting Stock on the Announcement Date or on the
          Determination Date, whichever is higher; and
 
               (d)  (if applicable) the price per share equal to
          the Fair Market Value per share of such class of Voting
          Stock determined pursuant to paragraph (B)(ii)(c)
          above, multiplied by the ratio of (1) the highest per
          share price (including any brokerage commissions,
          transfer taxes and soliciting dealers' fees) paid by
          the Interested Stockholder for any shares of such class
          of Voting Stock acquired by it within the two-year
          period immediately prior to the Announcement Date to
          (2) the Fair Market Value per share of such class of
          Voting Stock on the first day in such two-year period
          upon which the Interested Stockholder acquired any
          shares of such class of Voting Stock.
 
          (iii) The consideration to be received by holders of a
     particular class of outstanding Voting Stock (including
     Common Stock and other than Excluded Preferred Stock) shall
     be in cash or in the same form as the Interested Stockholder
     has previously paid for shares of such class of Voting
     Stock.  If the Interested Stockholder has paid for shares of
     any class of Voting Stock with varying forms of
     consideration, the form of consideration for such class of
     Voting Stock shall be either cash or the form used to
     acquire the largest number of shares of such class of Voting
     Stock previously acquired by it.
 
          (iv) After such Interested Stockholder has become an
     Interested Stockholder and prior to the consummation of such
     Business Combination: (a) 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 preferred stock, except as approved by a
     majority of the Continuing Directors; (b) there shall have
     been 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; (c) there shall have
     been an increase in the annual rate of dividends as
     necessary fully to reflect any recapitalization (including
     any reverse stock split), reorganization or any similar
     reorganization which has the effect of reducing the number
     of outstanding shares of the Common Stock, unless the
     failure so to increase such annual rate is approved by a
     majority of the Continuing Directors; and (d) such
     Interested Stockholder shall not have become the Beneficial
     Owner of any additional Voting Stock except as part of the
     transaction which results in such Interested Stockholder
     becoming 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 shareholder), of any loans,
     advances, guarantees, pledges or other financial assistance
     or any tax credits or other tax advantages provided by the
     Corporation, whether in anticipation of or in connection
     with such Business Combination or otherwise.
 
          (vi) A proxy or information statement describing the
     proposed Business Combination and complying with the
     requirements of the Securities Exchange Act of 1934 and the
     rules and regulations thereunder (or any subsequent
     provisions replacing such Act, rules or regulations) shall
     be mailed to shareholders of the Corporation at least thirty
     (30) days prior to the consummation of such Business
     Combination (whether or not such proxy or information
     statement is required to be marked pursuant to such Act or
     subsequent provisions).
 
     Section 3.  Certain Definitions.  For purposes of this
Article IX:
 
     (A)  "Person" shall mean any individual, firm, corporation
or other entity.
 
     (B)  "Interested Stockholder" shall mean any Person (other
than the Corporation or any Subsidiary) who or which:
 
          (i)  itself, or along with its Affiliates, is the
     Beneficial Owner, directly or indirectly, of more than 10%
     of the then outstanding Voting Stock; or
 
          (ii) is an Affiliate of the Corporation and at any time
     within the two-year period immediately prior to the date in
     question was itself, or along with its Affiliates, the
     Beneficial Owner, directly or indirectly, of 10% or more of
     the then outstanding Voting Stock; or
 
          (iii) is an assignee of or has otherwise succeeded to
     any Voting Stock which was at any time within the two-year
     period immediately prior to the date in question
     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.
 
     (C)  "Beneficial Owner" shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and Regulations of
the Securities Exchange Act of 1934, as in effect on February 1,
1992.  In addition, a Person shall be the "Beneficial Owner" of
any Voting Stock which such Person or any of its Affiliates or
Associates has (a) the right to acquire (whether such right is
exercisable immediately or only after the passage of time),
pursuant to any agreement, arrangement or understanding or upon
the exercise of conversion rights, exchange rights, warrants or
options, or otherwise, or (b) the right to vote pursuant to any
agreement, arrangement or understanding (but neither such Person
nor any such Affiliate or Associate shall be deemed to be the
Beneficial Owner of any shares of Voting Stock solely by reason
of a revocable proxy granted for a particular meeting of
stockholders, pursuant to a public solicitation of proxies for
such meeting, and with respect to which shares neither such
Person nor any such Affiliate or Associate is otherwise deemed
the Beneficial Owner).
 
     (D)  For the purpose of determining whether a Person is an
Interested Stockholder pursuant to paragraph (B) of this Section
3, the number of shares of Voting Stock deemed to be outstanding
shall include shares deemed owned through application of
paragraph (C) 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 exercise of
conversion rights, warrants or options or otherwise.
 
     (E)  "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General
Rules and Regulations under the Securities Exchange Act of 1934,
as in effect on February 1, 1992.
 
     (F)  "Subsidiary" shall mean any corporation of which a
majority of any share 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
paragraph (B) of this Section 3, the term "Subsidiary" shall mean
only a corporation of which a majority of each share of equity
security is owned, directly or indirectly, by the Corporation.
 
     (G)  "Continuing Director" shall mean any member of the
Board of Directors of the Corporation (the "Board") who is
unaffiliated with the Interested Stockholder and was a member of
the Board prior to the time that the Interested Stockholder
became an Interested Stockholder, and any director who is
thereafter chosen to fill any vacancy on the Board or who is
elected and who, in either event, is unaffiliated with the
Interested Stockholder and in connection with his or her initial
assumption of office is recommended for appointment or election
by a majority of Continuing Directors then on the Board.
 
     (H)  "Fair Market Value" shall mean (i) in the case of
stock, the highest closing sale price during the 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 the 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 Securities Exchange Act of 1934 on which
such 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 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 in
its stead, or if no such quotations are available, the fair
market value on the date in question of a share of such stock as
determined by the Board in accordance with Section 4 of this
Article IX; and (ii) 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 in accordance with Section 4
of this Article IX.
 
     (I)  In the event of any Business Combination in which the
Corporation survives, the phrase "other consideration to be
received" as used in paragraphs (B)(i) and (ii) of Section 2 of
this Article IX 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.
 
     (J)  "Excluded Preferred Stock" means any series of
Preferred Stock with respect to which a majority of the
Continuing Directors have approved a Preferred Stock Designation
creating such series that expressly provides that the provisions
of this Article IX shall not apply.
 
     Section 4.  The Continuing Directors of the Corporation
shall have the power and duty to determine for the purposes of
this Article IX, on the basis of information known to them after
reasonable inquiry, all facts necessary to determine compliance
with this Article IX, including, without limitation (i) whether a
Person is an Interested Stockholder, (ii) the number of shares of
Voting Stock beneficially owned by any Person, (iii) whether a
Person is an Affiliate or Associate of another, (iv) whether the
applicable conditions set forth in paragraph (B) of Section 2 of
this Article IX have been met with respect to any Business
Combination, (v) the Fair Market Value of stock or other property
in accordance with paragraph (H) of Section 3 of this Article IX,
and (vi) whether the assets which are the subject of any Business
Combination have, or the consideration to be received for the
issuance or transfer of securities by the Corporation or any
Subsidiary in any Business Combination has, an aggregate Fair
Market Value of $10,000,000 or more.
 
     Section 5.  No Effect on Fiduciary Obligations of Interested
Stockholders.  Nothing contained in this Article IX shall be
construed to relieve any Interested Stockholder from any
fiduciary obligation imposed by law.
 
     Section 6.  Amendment, Repeal, etc.  Notwithstanding any
other provisions of this Certificate of Incorporation or the
Bylaws of the Corporation (and notwithstanding the fact that a
lesser percentage may be permitted by law, this Certificate of
Incorporation or the Bylaws of the Corporation), but in addition
to any affirmative vote of the holders of any particular class of
the Voting Stock required by law or this Certificate of
Incorporation, the affirmative vote of the holders of 66 2/3% of
the voting power of the shares of the then outstanding Voting
Stock voting together as a single class, including the
affirmative vote of the holders of 66 2/3% of the voting power of
the then outstanding Voting Stock not owned directly or
indirectly by any Interested Stockholder or any Affiliate of any
Interested Stockholder, shall be required to amend or repeal, or
adopt any provisions inconsistent with, this Article IX of this
Certificate of Incorporation.
 
 
                            ARTICLE X
 
     Each person who is or was or had agreed to become a director
or officer of the Corporation, or each such person who is or was
serving or who had agreed to serve at the request of the Board of
Directors or an officer of the Corporation as an employee or
agent of the Corporation or as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise (including the heirs, executor,
administrators or estate of such person), shall be indemnified by
the Corporation, in accordance with the Bylaws of the
Corporation, to the fullest extent permitted from time to time by
the General Corporation Law of the State of Delaware as the same
exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment)
or any other applicable laws as presently or hereafter in effect.
Without limiting the generality or the effect of the foregoing,
the Corporation may enter into one or more agreements with any
person which provide for indemnification greater or different
than that provided in this Article X.  Any amendment or repeal of
this Article X shall not adversely affect any right or protection
existing hereunder in respect of any act or omission occurring
prior to such amendment or repeal.
 
                            ARTICLE XI
 
     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 General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper personal
benefit. Any amendment or repeal of this Article XI shall not
adversely affect any right or protection of a director of the
Corporation existing hereunder in respect of any act or omission
occurring prior to such amendment or repeal.
 
                           ARTICLE XII
 
     Except as may be expressly provided in this Certificate of
Incorporation, the Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provision
contained in this Certificate of Incorporation or a Preferred
Stock Designation, and any other provisions authorized by the
laws of the State of Delaware at the time in force may be added
or inserted, in the manner now or hereafter prescribed herein or
by applicable law, and all rights, preferences and privileges of
whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Certificate of
Incorporation in its present form or as hereafter amended are
granted subject to the right reserved in this Article XII;
provided, however, that any amendment or repeal of Article X or
Article XI of this Certificate of Incorporation shall not
adversely affect any right or protection existing hereunder in
respect of any act or omission occurring prior to such amendment
or repeal; and provided further that no Preferred Stock
Designation shall be amended after the issuance of any shares of
the series of Preferred Stock created thereby, except in
accordance with the terms of such Preferred Stock Designation and
the requirements of applicable law; and provided further that
paragraph (D) of Article IV hereof shall not be amended after the
issuance of any shares of Junior Preferred Stock, except in
accordance with the terms of such paragraph (D) and the
requirements of applicable law.
 
     IN WITNESS WHEREOF, said The New Dial Corp. has caused this
Restated Certificate of Incorporation to be signed by its
President and attested by its Secretary and has caused its
corporate seal to be affixed, this 24th day of February, 1992.
 
 
                                   THE NEW DIAL CORP.
 
                                   By:  /s/  John W. Teets
                                        President
 
Attest: /s/    F.G. Emerson
               Secretary
<PAGE>
                      CERTIFICATE OF MERGER
                                OF
                          THE DIAL CORP
                               INTO
                        THE NEW DIAL CORP.
 
 
                (Under Section 252 of The General
            Corporation Law of the State of Delaware)
 
     The New Dial Corp., a corporation organized and existing
under and by virtue of the laws of the State of Delaware, DOES
HEREBY CERTIFY THAT:
 
     1.   The name and state of incorporation of each of the
constituent corporations are:
 
          (a)  The Dial Corp, an Arizona corporation; and
 
          (b)  The New Dial Corp., a Delaware corporation.
 
     2.   An agreement of merger has been approved, adopted,
certified, executed and acknowledged by The Dial Corp and by The
New Dial Corp. in accordance with the provisions of subsection
(c) of Section 252 of the General Corporation Law of the State of
Delaware.
 
     3.   The name of the surviving corporation of the merger is
The New Dial Corp.
 
     4.   The certificate of incorporation of The New Dial Corp.
shall be the certificate of incorporation of the surviving
corporation, except that at the effective time of the merger
Article I of the certificate of incorporation of The New Dial
Corp. shall be amended to read in its entirety as follows:
 
          I.   The name of the Corporation is The Dial Corp.
 
     5.   The surviving corporation is a corporation of the State
of Delaware.
 
     6.   The executed agreement of merger is on file at the
principal place of business of The New Dial Corp. at 1850 North
Central Avenue, Phoenix, Arizona 85077.
 
     7.   A copy of the agreement of merger will be furnished by
The New Dial Corp., on request and without cost, to any
stockholder of The Dial Corp or The New Dial Corp.
 
     8.   The authorized capital stock of The Dial Corp is
100,000,000 shares of common stock, par value $1.50 per share,
5,000,000 shares of preference stock, without par value, of which
442, 352 shares have been designated Series $4.75 Preferred Stock
and 600,000 shares have been designated Junior Participating
Preference Stock, and 5,000,000 shares of second preference
stock, without par value.
 
     IN WITNESS WHEREOF, The New Dial Corp. has caused this
certificate to be executed by Richard C. Stephan, its Vice
President, and attested by F.G. Emerson, its Secretary, on this
3rd day of March, 1992.
 
                                   THE NEW DIAL CORP.
 
 
                                   By:  /s/  Richard C. Stephan
                                             Vice President
 
 
ATTEST:
 
By:  /s/  F.G. Emerson
          Secretary