EXHIBIT 3.1(a)

                          CERTIFICATE OF INCORPORATION

                                       OF

                         PHYLLIS MAXWELL'S GROUPS, INC.

               (Under Section 402 of the Business Corporation Law)

     THE UNDERSIGNED, a natural person over the age of eighteen years, desiring
to form a corporation pursuant to Section 402 of the Business Corporation Law of
the State of New York, hereby certifies:

     FIRST: The name of the Corporation is Phyllis Maxwell's Groups, Inc.,
hereinafter sometimes referred to as the "Corporation."

     SECOND: The purposes for which the Corporation is formed is to engage in
any lawful activity for which corporations may be organized under the Business
Corporation Law of the State of New York; provided, however, that it is not
formed to engage in any act or activity requiring the consent or approval of any
state official, department, board, agency or other body without such consent or
approval first being obtained.

     THIRD: The office of the Corporation in the State of NewYork shall be
located in the County of New York.

     FOURTH: The aggregate number of shares which the Corporation shall have the
authority to issue shall be Two Hundred (200), all of which shares shall be
without par value.


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     FIFTH: The Secretary of State of the State of New York is hereby designated
as agent of the Corporation upon whom process against it may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against it served upon him is: Phyllis Maxwell's Groups, Inc., c/o Zukerman &
Gore, 900 Third Avenue, New York New York 10022, Attention: Nathaniel S. Gore,
Esq.

     SIXTH: The Corporation shall, to the fullest extent permitted by Article 7
of the Business Corporation Law of the State of New York, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said Article from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said Article, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which any person may be entitled under any By-Law, resolution of
shareholders, resolution of directors, agreement, or otherwise, as permitted by
said Article, as to action in any capacity in which he served at the request of
the Corporation.

     SEVENTH: The personal liability of the directors of the Corporation is
eliminated to the fullest extent permitted by the provisions of paragraph (b) of
Section 402 of the Business Corporation Law of the State of New York, as the
same may be amended and supplemented.

     IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 14th day of April,
1989.

                                                /s/ Nathaniel S. Gore, Esq.
                                                ---------------------------
                                                Nathaniel S. Gore, Esq.
                                                Sole Incorporator
                                                900 Third Avenue
                                                New York, New York  10022


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