EX-3.1-1


                                   EXHIBIT 3.1

                                    COMPOSITE

                          CERTIFICATE OF INCORPORATION

                                       OF

                            GREAT DANE HOLDINGS INC.




          FIRST.  The name of the Corporation is GREAT DANE HOLDINGS INC.

          SECOND.  The address of the Corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle.  The name of its registered agent at such address is The
Corporation Trust Company.

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

          FOURTH:  Authorized Stock.

               1.   The aggregate number of shares which the Corporation shall
have authority to issue is 55,000,000, of which 5,000,000 shares of the par
value of $1.00 per share shall be designated "Preferred Stock" and 50,000,000
shares of the par value of $.01 per share shall be designated "Common Stock."

               2.  Authority is hereby expressly granted to the Board of
Directors from time to time to issue the Preferred Shares as Preferred Shares
of any series and, in connection with the creation of each such series, to fix
by the resolution or resolutions providing for the issue of shares thereof, the
number of shares of such series, and the designations, powers, preferences, and
rights, and the qualifications, limitations, and restrictions, of such series,
to the full extent now or hereafter permitted by the laws of the State of
Delaware."

          FIFTH.    The name and mailing address of the incorporator is Warren
E. Friss, c/o Hutton Ingram Yuzek Gainen Carroll & Bertolotti, 250 Park Avenue,
6th Floor, New York, New York 10177.

          SIXTH.  Election of directors need not be by written ballot.

          SEVENTH.  The Board of Directors is authorized to adopt, amend, or
repeal By-Laws of the Corporation except as and to the extent provided in the
By-Laws.


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          EIGHTH.  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 (whether or not by or
in the right of the Corporation) by reason of the fact that he is or was a
director, officer, incorporator, employee, or agent of the Corporation, or is
or was serving at the request of the Corporation as a director, officer,
incorporator, employee, partner, trustee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise (including an employee
benefit plan), shall be entitled to be indemnified by the Corporation to the
full extent then permitted by law against expenses (including counsel fees and
disbursements), judgments, fines (including excise taxes assessed on a person
with respect to an employee benefit plan), and amounts paid in settlement
incurred by him in connection with such action, suit, or proceeding.  Such
right of indemnification shall inure whether or not the claim asserted is based
on matters which antedate the adoption of this Article EIGHTH.  Such right of
indemnification shall continue as to a person who has ceased to be a director,
officer, incorporator, employee, partner, trustee, or agent and shall inure to
the benefit of the heirs and personal representatives of such a person.  The
indemnification provided by this Article EIGHTH shall not be deemed exclusive
of any other rights which may be provided now or in the future under any
provision currently in effect or hereafter adopted of the By-Laws, by any
agreement, by vote of stockholders, by resolution of disinterested directors,
by provision of law, or otherwise.

          NINTH.  No director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director, provided that this provision does not eliminate
the liability of the director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of Title 8 of the Delaware Code, or (iv) for any
transaction from which the director derived an improper personal benefit.  For
purposes of the prior sentence, the term "damages" shall, to the extent
permitted by law, include, without limitation, any judgment, fine, amount paid
in settlement, penalty, punitive damages, excise or other tax assessed with
respect to an employee benefit plan, or expense of any nature (including,
without limitation, counsel fees and disbursements).  Each person who serves as
a director of the Corporation while this Article NINTH is in effect shall be
deemed to be doing so in reliance on the provisions of this Article NINTH, and
neither the amendment or repeal of this Article NINTH, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
NINTH, shall apply to or have any effect on the liability or alleged liability
of any director or the Corporation for, arising out of, based upon, or in
connection with any acts or omissions of







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such director occurring prior to such amendment, repeal, or adoption of an
inconsistent provision.  The provisions of this Article NINTH are cumulative
and shall be in addition to and independent of any and all other limitations on
or eliminations of the liabilities of directors of the Corporation, as such,
whether such limitations or eliminations arise under or are created by any law,
rule, regulation, by-law, agreement, vote of shareholders or disinterested
directors, or otherwise.












































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