Exhibit 3.1


                          CERTIFICATE OF INCORPORATION

                                       OF

                       NEW FIRST NATIONWIDE HOLDINGS INC.

         FIRST: The name of the Corporation is New First Nationwide Holdings
Inc. (hereinafter the "Corporation").

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of its registered agent at that address is The Prentice-Hall
Corporation System, Inc.

         THIRD: The purpose of the Corporation is to engage is any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

         FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares of Common Stock, each having a par value
of one dollar ($1.00).

         FIFTH: The name and mailing address of the Sole Incorporator is as
follows:

                              Deborah M. Reusch
                              P.O. Box 636
                              Wilmington, DE 19899

         SIXTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

         (1) The business and affairs of the Corporation shall be managed by or
     under the direction of the Board of Directors.

         (2) The directors shall have concurrent power with the stockholders to
     make, alter, amend, change, add to or repeal the By-Laws of the
     Corporation.

         (3) The number of directors of the Corporation shall be as from time to
     time fixed by, or in the manner provided in, the By-laws of the
     Corporation. Election of directors need not be by written ballot unless the
     By-Laws so provide.

         (4) No director shall be personally liable to the Corporation or any of
     its stockholders for monetary damages for breach of fiduciary duty as a
     director, except for liability (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 the GCL or (iv) for
     any transaction from which the director derived an improper personal
     benefit. Any repeal or modification of this Article SIXTH by the
     stockholders of the Corporation shall not adversely affect any right or
     protection of a director of the Corporation existing at the time of such
     repeal or modification with respect to acts or omissions occurring prior to
     such repeal or modification.

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         (5) In addition to the powers and authority hereinbefore or by statute
     expressly conferred upon them, the directors are hereby empowered to
     exercise all such powers and do all such acts and things as may be
     exercised or done by the Corporation, subject, nevertheless, to the
     provisions of the GCL, this Certificate of Incorporation, and any By-Laws
     adopted by the stockholders; provided, however, that no By-Laws hereafter
     adopted by the stockholders shall invalidate any prior act of the directors
     which would have been valid if such By-Laws had not been adopted.



         SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-laws of the Corporation.

         EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

         I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the GCL, do make this
Certificate, hereby declaring and certifying that this is my act and deed and
the facts herein stated are true, and accordingly have hereunto set my hand this
17th day of February, 1998.


                                             /s/ Deborah M. Reusch
                                             ----------------------
                                             Deborah M. Reusch
                                             Sole Incorporator

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