EXHIBIT 3.3


     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 
($10,193,371.20).