EXHIBIT 3.5


                  RESTATED CERTIFICATE OF INCORPORATION
                                  OF
                     THE CHARLES SCHWAB CORPORATION

             (Originally incorporated on November 25, 1986,
               under the name CL Acquisition Corporation)


     FIRST.  The name of this corporation (hereinafter called the 
"Corporation") is THE CHARLES SCHWAB CORPORATION.

     SECOND.  The address of the registered office of this Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of
New Castle, and its registered agent at that address is CORPORATION SERVICE
COMPANY.

     THIRD.  The purpose of this 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.

     (A)  This Corporation is authorized to issue two classes of stock, 
preferred stock and common stock.  The authorized number of shares of capital
stock is Five Hundred Nine Million, Nine Hundred Forty Thousand (509,940,000)
shares, of which the authorized number of shares of preferred stock is Nine
Million, Nine Hundred Forty Thousand (9,940,000) and the authorized number
of shares of common stock is Five Hundred Million (500,000,000).  The stock,
whether preferred stock or common stock, shall have a par value of one cent
($0.01) per share.

     (B)  Shares of preferred stock may be issued from time to time in 
one or more series.  The Board of Directors of this Corporation is hereby
authorized to fix or alter the voting rights, powers, preferences and
privileges, and the relative, participating, optional or other rights, if
any, and the qualifications, limitations or restrictions thereof, of any
wholly unissued series of preferred stock; and to fix the number of shares
constituting any such series and the designation thereof; and to increase or
decrease the number of shares of any series of preferred stock (but not below
the number of shares thereof then outstanding).

     FIFTH.  The Bylaws of the Corporation may be made, altered, amended, or
repealed, and new Bylaws may be adopted, by the Board of Directors at any
regular or special meeting by the affirmative vote of a majority of those
directors present at any meeting of the directors; subject, however, to the
right of the stockholders to alter, amend or repeal any Bylaws made or 
amended by the directors.  Notwithstanding the foregoing, after the 1996
Annual Meeting of Stockholders, Sections 2.06, 2.10, 3.02, 3.05, 3.06 and
8.04 of the Corporation's Bylaws may not be amended, altered or repealed, nor
may any provision inconsistent with such Sections be adopted, except by the
affirmative vote of the holders of no less than 80% of the total voting power
of all shares of the Corporation entitled to vote generally in the election 
of directors, voting together as a single class.

     SIXTH.

     (A)  Number, Election and Terms.  Except as otherwise fixed by or
pursuant to the provisions of Article FOURTH hereof relating to the rights
of the holders of any class or series of stock having a preference over the
Common Stock as to dividends or upon liquidation to elect, additional
directors under specified circumstances, the number of the directors of the
Board of the Corporation shall be fixed from time to time exclusively pursuant
to a resolution adopted by a majority of the total number of directors which
the Corporation would have if there were no vacancies.  Commencing with the
1996 annual meeting of stockholders, the directors, other than those who may be
elected by the holders of any class or series of stock having a preference over
the Common Stock as to dividends or upon liquidation, shall be classified,
with respect to the time for which they severally hold office, into three
classes, as nearly equal in number as is reasonably possible, one class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1997, the second class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1998, and the third class
to be originally elected for a term expiring at the annual meeting of
stockholders to be held in 1999, with each director to hold office until his or
her successor is duly elected and qualified.  At each annual meeting of the
stockholders of the Corporation, commencing with the 1997 annual meeting, the
successors of the class of directors whose term expires at that meeting shall
be elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election, with
each director to hold office until his or her director shall have been duly
elected and qualified.

     (B)  Stockholder nomination of director candidates.  Advance notice of
stockholder nominations for the election of directors shall be given in the
manner provided in the Bylaws of the Corporation.

     (C)  Vacancies.  Subject to applicable law and except as otherwise 
provided for or fixed by or pursuant to the provisions of Article FOURTH
hereof relating to the rights of the holders of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation
to elect directors under specified circumstances, and unless the Board of
Directors otherwise determines, vacancies resulting from death, resignation,
retirement, disqualification, removal from office or other cause, and newly 
created directorships resulting from any increase in the authorized number
of directors, may be filled only by the affirmative vote of a majority of
the remaining directors, though less than a quorum of the Board of Directors,
and directors so chosen shall hold office for a term expiring at the annual
meeting of stockholders at which the term of office of the class to which they
have been elected expires and until such director's successor shall have been
duly elected and qualified.  No decrease in the number of authorized directors
constituting the Board of Directors of the Corporation shall shorten the
term of any incumbent director.

     (D)  Removal.  Subject to the rights of any class or series of stock 
having a preference over the Common Stock as to dividends or upon liquidation
to elect directors under specified 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 80% of the combined voting power of the then outstanding shares
of stock entitled to vote generally in the election of directors, voting 
together as a single class.

     SEVENTH.  Elections of directors shall be by written ballot.

     EIGHTH.  No director of this Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director.  Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (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) pursuant to 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.
No amendment to or repeal of this Article EIGHTH shall apply to or have any
effect on the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior
to such amendment or repeal.

     NINTH.  No stockholder shall be entitled to cumulate votes (i.e.,
cast for any nominee for election to the Board of Directors of the
Corporation a number of votes greater than the number of the stockholder's
shares).

     TENTH.

     (A)     In addition to any affirmative vote required by law, by this
Restated Certificate of Incorporation, by a certificate filed under Section
151(g) of the General Corporation Law of the State of Delaware, or by the
Bylaws, and except as otherwise expressly permitted in paragraph (B) of this
Article TENTH, a Business Combination (as hereafter defined) with, for, or on
behalf of, any Interested Stockholder (as hereafter defined) or any Affiliate
or Associate (as hereafter defined) of such Interested Stockholder shall
require the affirmative vote of at least 80% of the votes entitled to be
cast by the holders of all the then outstanding Voting Stock (as hereafter
defined), voting together as a single class.  Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a
lesser percentage of a separate class vote may otherwise be specified, by
law or by any agreement between this Corporation and any national securities
exchange or otherwise.

     (B)     The provisions of paragraph (A) of this Article TENTH shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such vote, if any, as is required by law, or by
any other provisions of this Restated Certificate of Incorporation, or by a
certificate filed under Section 151(g) of the General Corporation Laws of the
State of Delaware, or by the Bylaws, or by any agreement between this
Corporation and any national securities exchange if (i) such Business
Combination shall have been specifically approved by a majority of the
Disinterested Directors (as hereafter defined) at the time or (ii) all the
conditions specified in each of the following subparagraphs (1), (2), (3), (4),
(5) and (6) are satisfied.

            (1)     The aggregate amount of cash and the Fair Market Value (as
hereafter defined) as of the Consummation Date (as hereafter defined) of any
consideration other than cash to be received per share by holders of Voting
Stock in such Business Combination, shall be at least equal to the highest
amount determined under clauses (a) and (b) below:

                    (a)     (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by or on behalf of such Interested Stockholder for any share of
Voting Stock in connection with the acquisition by the Interested Stockholder
of Beneficial Ownership (as hereafter defined) of shares of Voting Stock
(i) within the five-year period immediately prior to the Announcement Date (as
hereafter defined) or (ii) in the transaction or series of transactions in
which it became an Interested Stockholder, whichever is higher, in either case
adjusted for any subsequent stock split, stock dividend, subdivision or
reclassification with respect to Voting Stock; or

                    (b)     the Fair Market Value per share of Voting Stock on
the Announcement Date or the Determination Date (as hereafter defined),
whichever is higher, as adjusted for any subsequent stock split, stock
dividend, subdivision or reclassification with respect to Voting Stock.

            (2)     The consideration to be received by holders of a particular
class of series of outstanding Voting Stock shall be in cash or in the same
form as previously has been paid by or on behalf of the Interested Stockholder
in connection with its direct or indirect acquisition of Beneficial Ownership
of shares of such class or series of Voting Stock.  If the consideration so
paid for share of any class or series of Voting Stock varied as to form, the
form of consideration for such class or series of Voting Stock shall either 
be cash or the form used to acquire Beneficial Ownership of the largest
number of shares of such class or series of Voting Stock acquired by the
Interested Stockholder during the five-year period prior to the Announcement
Date.  If non-cash consideration is to be paid, the Fair Market Value of such
non-cash consideration shall be determined on and as of the Consummation Date.

            (3)     After the Determination Date and prior to the Consummation 
Date there shall have been (a) no failure to declare and pay at the regular
date therefor any full quarterly dividends (whether or not cumulative) payable
in accordance with the terms of any outstanding Voting Stock; (b) no reduction
in the annual rate of dividends paid on the Voting Stock (except as necessary
to reflect any split or subdivision of the Voting Stock), except as approved 
by a majority of the Disinterested Directors; (c) an increase in such annual
rate of dividends (as necessary to prevent any such reduction) in the event of
any reclassification (including any reverse stock split or combination of
shares), recapitalization, reorganization or any similar transaction that has
the effect of reducing the number of outstanding shares of the Voting Stock, 
unless the failure so to increase such annual rate is approved by a majority
of the Disinterested Directors; and (d) no transaction by which such Interested
Stockholder has become the Beneficial Owner of any additional shares of Voting
Stock except as part of the transaction that results in the Interested
Stockholder becoming an Interested Stockholder and except in a transaction
that, after giving effect thereto, would not result in any increase in the 
Interested Stockholder's percentage Beneficial Ownership of any class or
series of Voting Stock.

            (4)     After the Determination Date, such Interest Stockholder
shall not have received the benefit, directly or indirectly (except as a
stockholder of this Corporation, in proportion to its stockholding), of any
loans, advances, guarantees or similar financial assistance or any tax
credits or tax advantages provided by this Corporation (collectively,
"Financial Assistance"), whether in anticipation of or in connection with
such Business Combination or otherwise.

            (5)     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 stockholders of the Corporation at least 30 days prior to the consummation
of such Business Combination (whether or not such proxy or information
statement is required to be mailed pursuant to such Act, rules or regulations,
or subsequent provisions).  The proxy or information statement shall contain
on the first page thereof, in a prominent location, any statement as to the
advisability or inadvisability of the Business Combination that the
Disinterested Directors, or any of them, may desire to make, and, if deemed
advisable by a majority of the Disinterested Directors, the proxy or
information statement shall contain the opinion of an independent investment
banking firm selected by a majority of the Disinterested Directors as to the
fairness or lack of fairness of the terms of the Business Combination from a
financial point of view to the holders of the outstanding shares of Voting
Stock other than the Interested Stockholder and its Affiliates or Associates,
such investment banking firm to be paid a reasonable fee for its services by
this Corporation.

            (6)     Such Interested Stockholder shall not have made any major
change in this Corpeffect on the liability or alleged liability of any director
of the Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

     NINTH.  No stockholder shall be entitled to cumulate votes (i.e.,
cast for any nominee for election to the Board of Directors of the
Corporation a number of votes greater than the number of the stockholder's
shares).

     TENTH.

     (A)     In addition to any affirmative vote required by law, by this
Restated Certificate of Incorporation, by a certificate filed under Section
151(g) of the General Corporation Law of the State of Delaware, or by the
Bylaws, and except as otherwise expressly permitted in paragraph (B) of this
Article TENTH, a Business Combination (as hereinafter defined) with, for, or
on behalf of, any Interested Stockholder (as hereafter defined) or any
Affiliate or Associate (as hereafter defined) of such Interested Stockholder
shall require the affirmative vote of at least 80% of the votes entitled to be
cast by the holders of all the then outstanding Voting Stock (as hereafter
defined), voting together as a single class.  Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a
lesser percentage of a separate class vote may otherwise be specified, by law
or by any agreement between this Corporation and any national securities
exchange or otherwise.

     (B)     The provisions of paragraph (A) of this Article TENTH shall not
be applicable to any particular Business Combination, and such Business
Combination shall require only such vote, if any, as is required by law, or
by any other provisions of this Restated Certificate of Incorporation, or by
a certificate filed under Section 151(g) of the General Corporation Laws of
the State of Delaware, or by the Bylaws, or by any agreement between this
Corporation and any national securities exchange if (i) such Business
Combination shall have been specifically approved by a majority of the
Disinterested Directors (as hererafter defined) at the time or (ii) all the
conditions specified in each of the following subparagraphs (1), (2), (3),
(4), (5) and (6) are satisfied.

             (1)     The aggregate amount of cash and the Fair Market Value
(as hereafter defined) as of the Consummation Date (as hereafter defined) of
any consideration other than cash to be received per share by holders of Voting
Stock in such Business Combination, shall be at least equal to the highest
amount determined under clauses (a) and (b) below:

                     (a)     (if applicable) the highest per share price
(including any brokerage commissions, transfer taxes and soliciting dealers'
fees) paid by or on behalf of such Interested Stockholder for any share of
Voting Stock in connection with the acquisition by the Interested Stockholder
of Beneficial Ownership (as hereafter defined) of shares of Voting Stock
(i) within the five-year period immediately prior to the Announcement Date
(as hereafter defined) or (ii) in the trnasaction or series of transactions
in which it became an Interested Stockholder, whichever is higher, in either
case adjusted for any subsequent stock split, stock dividend, subdivision or
reclassification with respect to Voting Stock; or

                     (b)     the Fair Market Value per share of Voting Stock
on the Announcement Date or the Determination Date (as hereafter defined),
whichever is higher, as adjusted for any subsequent stock split, stock
dividend, subdivision or relcassification with respect to Voting Stock.

             (2)     The consideration to be received by holders of a
particular class of series of outstanding Voting Stock shall be in cash or in
the same form as previously has been paid by or on behalf of the Interested
Stockholder in connection with its direct or indirect acquisition of Beneficial
Ownership of shares of such class or series of Voting Stock.  If the
consideration so paid for share of any class or series of Voting Stock varied
as to form, the form of consideration for such class or series of Voting Stock
shall either be cash or the form used to acquire Beneficial Ownership of the
largest number of shares of such class or series of Voting Stock acquired
by the Interested Stockholder during the five-year period prior to the
Announcement Date.  If non-cash consideration is to be paid, the Fair Market
Value of such non-cash consideration shall be determined on and as of the
Consummation Date.

             (3)     After the Determination Date and prior to the Consummation
Date there shall have been (a) no failure to declare and pay at the regular
date therefor any full quarterly dividends (whether or not cumulative) payable
in accordance with the terms of any outstanding Voting Stock; (b) no reduction
in the annual rate of dividends paid on the Voting Stock (except as necessary
to reflect any split or subdivision of the Voting Stock), except as approved
by a majority of the Disinterested Directors; (c) an increase in such annual
rate of dividends (as necessary to prevent any such reduction) in the event of
any reclassification (including any reverse stock split or combination of
shares), recapitalization, reorganization or any similar transaction that has
the effect of reducing the number of outstanding shares of the Voting Stock,
unless the failure so to increase such annual rate is approved by a majority
of the Disinterested Directors; and (d) no transaction by which such Interested
Stockholder has become the Beneficial Owner of any additional shares of Voting
Stock except as part of the transaction that results in the Interested
Stockholder becoming an Interested Stockholder and except in a transaction
that, after giving effect thereto, would not result in any increase in the
Interested Stockholder's percentage Beneficial Ownership of any class or
series of Voting Stock.

             (4)     After the Determination Date, such Interest Stockholder
shall not have received the benefit, directly or indirectly (except as a
stockholder of this Corporation, in proporation to its stockholding), of any
loans, advances, guarantees or similar financial assistance or any tax credits
or tax advantages provided by this Corporation (collectively, "Financial
Assistance"), whether in anticipation of or in connection with such Business
Combination or otherwise.

             (5)     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 stockholders of the Corporation at least 30 days prior to the consummation
of such Business Combinaton (whether or not such proxy or information statement
is required to be mailed pursuant to such Act, rules or regulations, or
subsequent provisions).  The proxy or information statement shall contain on
the first page thereof, in a prominent location, any statement as to the
advisability or inadvisability of the Business Combination that the
Disinterested Directors, or any of them, may desire to make, and, if deemed
advisable by a majority of the Disinterested Directors, the proxy or
information statement shall contain the opinion of an independent investment
banking firm selected by a majority of the Disinterested Directors as to the
fairness or lack of fairness of the terms of the Business Combination from a
financial point of view to the holders of the outstanding shares of Voting
Stock other than the Interested Stockholder and its Affiliates or Associates,
such investment banking firm to be paid a reasonable fee for its services by
this Corporation.

             (6)     Such Interested Stockholder shall not have made any major
change in this Corporation's business or equity capital structure without the
approval of a majority of the Disinterested Directors.

     (C)     The following definitions shall apply with respect to this
Article TENTH:

             (1)     The terms "Affiliate" and "Associate" shall have the
respective meanings ascribed to those terms in Rule 12-b2 under the Securities
Exchange Act of 1934, as amended, and as in effect on the date that this
provision of the Restated Certificate of Incorporation of this Corporation
is approved by the stockholders (the term "registrant" in said Rule 12b-2
meaning in this case the Corporation).

             (2)     The term "Announcement Date" with respect to any
Business Combination means the date of the first public announcement of the
proposal of such Business Combination.

             (3)     A person shall be a "Beneficial Owner" of, or have
"Beneficial Ownership" of, or "Beneficially Own," any Voting Stock over
which such person or any of its Affiliates or Associates, directly or
indirectly, through any contract, arrangement, understanding or relationship,
has or shares or, upon the exercise of any conversion right, exchange right,
warrant, option or similar interest (whether or not then exercisable) would
have or share, either (a) voting power (including the power to vote or to
direct the voting) of such security or (b) investment power (including the 
power to dispose or direct the disposition) of such security.  For the
purposes of determining whether a person is an Interested Stockholder, the
number of shares of Voting Stock deemed to be outstanding shall include any
shares Beneficially Owned by such person  even thought not actually
outstanding, but shall not include any other shares of Voting Stock which are
not outstanding but which may be issuable to other persons pursuant to any
agreement, arrangement or understanding, or upon exercise of any conversion 
right, exchange right, warrant, option or similar interest.

             (4)     The term "Business Combination" shall mean:

                     (a)     any merger or consolidation of this Corporation or
any Subsidiary (as hereafter defined) with (i) any Interested Stockholder
(as hereafter defined) or (ii) any other corporation (whether or not itself an
Interested Stockholder) which after such merger or consolidation would be an
Affiliate or Associate of an Interested Stockholder; or

                     (b)     any sale, lease, exchange, mortgage, pledge,
transfer or other disposition on or security agreement, investment, loan,
advance, guarantee, agreement to purchase, agreement to pay, extension of 
credit, joint venture participation or other arrangement (in one transaction
or a series of related transactions) with or for the benefit of any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder,
involving any assets, securities, or commitments of this Corporation, any
Subsidiary or any Interested Stockholder or any Affiliate or Associate of any
Interested Stockholder which, together with all other such arrangements 
(including all contemplated future events) have an aggregate Fair Market
Value as hereafter defined) and/or involve aggregate commitments of $5,000,000
or more; or

                      (c)     the issuance or transfer by this Corporation or
any Subsidiary (in one transaction or a series of related transactions) to an 
Interested Stockholder or Associate or Affiliate of an Interested Stockholder
of any securities of this Corporation or any Subsidiary in exchange for cash,
securities or other property (or a combination thereof) having an aggregate
Fair Market Value as of the Announcement Date of $5,000,000 or more, other than
the issuance of securities upon the conversion or exchange of securities of
this Corporation or in exchange for securities of any Subsidiary which were
acquired by an Interested Stockholder from this Corporation or a Subsidiary in
a Business Combination which was approved by a vote of the shareholders
pursuant to this Article TENTH; or

                      (d)     the adoption of any plan or proposal for the
liquidation or dissolution of this Corporation; or

                      (e)     any reclassification of any securities of this
Corporation (including any reverse stock split), any recapitalization of the
Voting Stock of this Corporation, any merger or consolidation of this
Corporation with or into any of its Subsidiaries, or any other transaction
(whether or not with or otherwise involving any Interested Stockholder) that
has the effect, directly or indirectly, of increasing the proportionate share
of the outstanding shares of any class of Voting Stock or series thereof of the
Corporation or of any Subsidiary Beneficially Owned by any Interested
Stockholder or Associate or Affiliate of any Interested Stockholder or as a
result of which the stockholders of the Corporation would cease to be
stockholders of a corporation having, as part of its certificate of
incorporation, provisions to the same effect as this Article TENTH and the
provisions of Article ELEVENTH of this Restated Certificate of Incorporation
relating to the provisions of this Article TENTH; or

                      (f)     any agreement, contract, or other arrangement
providing for one or more of the actions specified in the foregoing paragraphs
(a) through (e), or any series of transactions which, if taken together,
would constitute one or more of the actions specified in the foregoing
paragraphs (a) through (e).

          (5)     The term "Consummation Date" means the date of the
consummation of a Business Combination.

          (6)     The term "Determination Date" in respect to an Interested
Stockholder means the date on which such Interested Stockholder first became
an Interested Stockholder.

          (7)     The term "Disinterested Director" with respect to a Business 
Combination means any member of the Board of Directors of this Corporation
who is not an Interested Stockholder or an Affiliate or Associate of, and was
not directly or indirectly a nominee of, any Interested Stockholder involved
in such Business Combination or any Affiliate or Associate of such Interested
Stockholder and who either (a) was a member of the Board of Directors prior to
the time that such Interested Stockholder became an Interested Stockholder,
or (b) is a successor of a Disinterested Director and was nominated to
succeed a Disinterested Director by a majority of the Disinterested Directors
at the time of his nomination.  Any reference to "Disinterested Directors"
shall refer to a single Disinterested Director if there be but one.  Any matter
referred to as requiring approval of, or having been approved by, a majority of
the Disinterested Directors shall mean the matter requires the approval of,
or has been approved by, the Board without giving effect to the vote of any
Director who is not a Disinterested Director and with the affirmative vote of a
majority of the Disinterested Directors.

          (8)     The term "Fair Market Value" as of any particular date
means: (a) in the case of cash, the amount of such cash; (b) in the case of
stock (including Voting Stock), the highest closing price per share of such
stock during the thirty-day period immediately preceding the date in
question on the largest United States securities exchange registered under
the Securities Exchange Act of 1934, as amended, on which such stock is listed
or, if such stock is not listed on any such exchange, the highest last sales
price as reported by the National Association of Securities Dealers, Inc.
Automated Quotation System ("NASDAQ") during the thirty-day period
immediately preceding the date in question if the stock is a National Market
System security or, if such stock is not a National Market System security, the
highest reported closing bid quotation for a share of such stock during the
thirty-day period preceding the date in question on NASDAQ or any successor
quotation reporting system or, if quotations are not available in such system,
as furnished by the National Quotation Bureau Incorporated or any similar
organization furnishing quotations, 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 a majority of the Disinterested Directors in good faith; and
(c) in the case of stock of any class or series which is not traded on any
securities exchange or in the over-the-counter market, or in the case of
property other than cash or stock, or in the case of Financial Assistance, the
fair market value of such stock, property or Financial Assistance, as the
case may be, on the date in question as determined by a majority of the
Disinterested Directors in good faith.

          (9)     The term "Interested Stockholder" shall mean any person,
other than this Corporation, any Subsidiary or any employee benefit plan of
this Corporation or any Subsidiary, who or which:

                  (a)     is, or has announced or publicly disclosed a plan or
intention to become, the Beneficial Owner, directly or indirectly, of shares
of Voting Stock representing 15% or more of the total votes which all of the
then-outstanding shares of Voting Stock are entitled to cast in the election
of directors; or

                  (b)     is an Affiliate or Associate of any person described
in Subparagraph 9(a) at any time during the five-year period immediately
preceding the date in question; or

                  (c)     acts with any other person as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding
or disposing of securities of this Corporation, and such group is the
Beneficial Owner, directly or indirectly, of shares of Voting Stock
representing 15% or more of the total votes which all of the then-outstanding
share of Voting Stock are entitled to cast in the election of directors.

          Any reference to a particular Interested Stockholder involved in a
Business Combination shall also refer to any Affiliate or Associate thereof,
any predecessor thereto and any other person acting as a member of a
partnership, limited partnership, syndicate group with such particular
Interested Stockholder within the meaning of the foregoing clause (c) of this
subparagraph (9).

          (10)     A "person" shall mean any individual, firm, company,
corporation, (which shall include a business trust), partnership, joint
venture, trust or estate, association or other entity.

          (11)     The term "Subsidiary" in respect of this Corporation means 
any corporation or partnership of which a majority of any class of its
equity securities is owned, directly or indirectly, by this Corporation.

          (12)     The term "Voting Stock" shall mean all shares of capital
stock that entitle the holder to vote for the election of directors,
including, without limitation, this Corporation's common stock.

     (D)     A majority of the Disinterested Directors shall have the power
and duty to determine, on the basis of information known to them after
reasonably inquiry, all facts necessary to determine compliance with this
Article TENTH, including, without limitation (1) whether a person is an
Interested Stockholder, (2) the number of shares of Voting Stock Beneficially
Owned by any person, (3) whether a person is an Affiliate or Associate of
another person, (4) whether the requirements of paragraph (B) of this Article
TENTH have been met with respect to any Business Combination, (5) whether
the proposed transaction is with, or proposed by, or on behalf of an Interested
Stockholder or an Affiliate or Associate of an Interested Stockholder, and (6)
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
this Corporation or any Subsidiary in any Business Combination has, an
aggregate Fair Market Value of $5,000,000 or more.  The good faith
determination of a majority of the Disinterested Directors on such matters
shall be conclusive and binding for all purposes of this Article TENTH.

     (E)     Nothing contained in this Article TENTH shall be construed to
relieve any Interested Stockholder from any fiduciary obligation imposed by
law.

     (F)     The fact that any Business Combination complies with paragraph
(B) of this Article TENTH shall not be construed to impose any fiduciary duty,
obligation or responsibility on the Board of Directors, or any member thereof,
to approve such Business Combination or recommend its adoption or approval to 
the stockholders of this Corporation, nor shall such compliance limit,
prohibit or otherwise restrict in any manner the Board, or any member thereof,
with respect to evaluations of or actions and responses taken with respect to
such Business Combination.

     (G)     For purposes of this Article TENTH, a Business Combination or
any proposal to amend, repeal or adopt any provision of this Restated
Certificate of Incorporation inconsistent with this Article TENTH
(collectively, "Proposed Action") is presumed to have been proposed by, or
on behalf of, an Interested Stockholder or an Affiliate or Associate of an
Interested Stockholder or a person who thereafter would become such if (1) 
after the Interested Stockholder became such, the Proposed Action is
proposed following the election of any director of this Corporation who, with
respect to such Interested Stockholder, would not qualify to serve as a
Disinterested Director or (2) such Interested Stockholder, Affiliate, Associate
or person votes for or consents to the adoption of any such Proposed Action,
unless as to such Interested Stockholder, Affiliate, Associate or person, a
majority of the Disinterested Directors makes a good faith determination
that such Proposed Action is not proposed by or on behalf of such Interested
Stockholder, Affiliate, Associate or person, based on information known to them
after reasonably inquiry.

     ELEVENTH.  Except as otherwise fixed by or pursuant to the provisions
of Article FOURTH hereof relating to the rights of holders of any class or
series of stock having a preference over the Common Stock as to dividends or
upon liquidation with respect to such class or series of stock, 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 such holders and may
not be effected by any consent in writing by such stockholders.

     TWELFTH.

     (A)     This Corporation reserves the right at any time and from time
to time to amend, alter, change or repeal any provisions contained herein, and
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 by
law, and all rights, preferences, and privileges of whatsoever nature conferred
upon shareholders, directors, or any other person whomsoever by or pursuant
to the Restated Certificate of Incorporation in its present form or as
hereafter are granted, subject to the rights reserved in this Article TWELFTH.

     (B)     In addition to any requirements of law and any other provisions
hereof (and notwithstanding the fact that approval by a lesser vote may be
permitted by law or any other provision hereof), the affirmative vote of the
holders of 80% or more of the combined voting power of the then-outstanding
shares of Voting Stock, voting together as a single class, shall be required to
amend, alter or repeal, or adopt any provision inconsistent with, this Article 
TWELFTH or Articles FIFTH, SIXTH, NINTH, TENTH and ELEVENTH hereof.

     IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
only restates and integrates and does not further amend the provisions of the
Certificate of Incorporation of this Corporation as heretofore amended or
supplemented or restated, there being no discrepancies between those provisions
and the provisions of this Restated Certificate of Incorporation, and it 
having been duly adopted by the Corporation's Board of Directors in
accordance with Section 245 of the General Corporation Law of the State of
Delaware, has been executed by its duly authorized officers on this 29th day
of July, 1987.