Exhibit  4.1
                                
                                
       This   Exhibit  4.1,  for  the  Amended  Articles  of  Incorporation
of  Medusa  Corporation,  is  incorporated  by  reference  to  Appendix   V
to   the   Company's  Information  Statement  (which  was   filed   as   an
exhibit   to  the  Amended  Form  10,  File  No.  017011)  and  as  amended
December 15, 1995.