EXHIBIT 3.2


     Section 5 of the Company's Articles of Incorporation shall be 
amended and restated to read in its entirety as follows:


           5.  The aggregate number of shares which the corporation shall 
have authority to issue is Fifty Million Nine Hundred Sixty-Six 
Thousand Eight Hundred Fifty-Six (50,966,856) shares $.20 par value 
capital stock with a total par value of Ten Million One Hundred 
Ninety-Three Thousand Three Hundred Seventy-One Dollars 
($10,193,371).  The Board of Directors is hereby authorized to 
issue, from time to time, in whole or in part, such shares, with 
such full, limited, multiple or fractional or non-voting rights and 
with such designations, preferences, qualifications, privileges, 
limitations, options, conversion rights and other special rights as 
may be adopted by the Board of Directors in the resolution provided 
for the issue of such shares.