Exhibit 4.2



CERTIFICATE OF DESIGNATION
OF COMMON STOCK
OF ALAMCO, INC.

Alamco, Inc., a corporation organized and existing under the General Corporation
Law of the State of Delaware (the "Company"), 

DOES HEREBY CERTIFY:

That, pursuant to authority conferred upon the Board of Directors by Article IV
of the Certificate of Incorporation, as amended, of the Company, authorizing the
issuance of up to 15,000,000 shares of common stock of the Company, and pursuant
to the provisions of Section 151 of the Delaware General Corporation Law, as
amended, the Board of Directors of the Company, at a meeting duly called and
held on May 12, 1995, duly adopted the following resolution, providing for the
issuance of a class of 15,000,000 shares of common stock, which resolution is as
follows:

RESOLVED, that pursuant to the authority vested in the Board of Directors of
this Company in accordance with the provisions of its Certificate of Incorpora-
tion, as amended, there be, and hereby is, created, out of the 15,000,000 shares
of common stock of the Company authorized in Article IV of its Certificate of
Incorporation, as amended, a class of common stock of the Company with the
following voting powers, designations, preferences and relative, participating,
optional and other special rights and qualifications, limitations and restric-
tions thereof:

1.   Designation and Number of Shares of Common Stock.  Shares of this class of
common stock of the Company shall be designated and known as the Common Stock,
of the par value of ten cents ($.10) per share (the "Common Stock").  The number
of shares of the Common Stock shall be fifteen million (15,000,000).  All shares
of common stock of the Company currently issued and outstanding, without further
action by the stockholders of such shares, shall hereby be designated and known
as shares of the Common Stock with all of the designations, rights, provisions
and restrictions set forth in this Resolution.

2.   General.   (a)   Subject to the terms of Sections 3 and 4 of this Resolu-
tion, each share of Common Stock issued and outstanding shall be identical in
all respects with all other shares of Common Stock, and no dividends shall be
paid on any shares of Common Stock unless the same dividend is paid on all
shares of Common Stock outstanding at the time of such payment.

                (b)   Except for and subject to those rights expressly granted
to the holders of Preferred Stock (as such term is defined in Section 4) and
except as may be provided by the Delaware General Corporation Law and as
otherwise set forth in this resolution, the holders of Common Stock shall have
all other rights of stockholders including, but not by way of limitation,
(i) the right to receive dividends, when, as and if declared by the Board of
Directors out of assets lawfully available therefor, and (ii) in the event of
any distribution of assets upon liquidation, dissolution or winding up of the
Company or otherwise, the right to receive ratably and equally all the assets
and funds of the Company remaining after the payment to the holders of Preferred
Stock and of the specific amounts which they are entitled to receive upon such
liquidation, dissolution or winding up of the Company as herein provided.  All
payments made upon Common Stock shall be made pro rata per share.

                (c)   In the event that the holder of any shares of Common Stock
shall receive any payment of any dividend on, liquidation of, or other amounts
payable with respect to, any shares of Common Stock which, in accordance with
the terms of the Company's Certificate of Incorporation, as amended, he is not
then entitled to receive, he will forthwith deliver the same to the holders of

shares of Preferred Stock, as the case may be, in the form received, and until
it is so delivered will hold the same in trust for such holders.

3.   Voting.  Except as otherwise provide in the Delaware General Corporation
Law and Company's Certificate of Incorporation, as amended, each holder of
Common Stock shall be entitled to one vote for each share of Common Stock
standing in his name on the books of the Company on all matters submitted to a
vote of stockholders of the Company.

4.   Definitions.  "Preferred Stock" shall have the meaning given such term in
Article IV of the Company's Certificate of Incorporation, as amended.


IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its
President and attested by its Secretary this 12th day of May 1995.

ALAMCO, INC.


By:  /s/ John L. Schwager, President
     ------------------------------------
     John L. Schwager, President


ATTEST:


By:  /s/ Jane Merandi, Secretary
     ------------------------------------
     Jane Merandi, Secretary