EXHIBIT 3.1.34

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                              OF ZYCON CORPORATION
                             A DELAWARE CORPORATION
                        (Pursuant to Secs. 242 and 245 of
              the General Corporation Law of the State of Delaware)

         Zycon Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware, and which filed its original
Certificate of Incorporation with the Secretary of Sate of Delaware on May 22,
1995, DOES HEREBY CERTIFY:

         FIRST.   The name of the corporation is Zycon Corporation (the
"Corporation").

         SECOND.  The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, Delaware. The name of its
registered agent at such address is The Corporation Trust Company.

         THIRD.   The nature of the business or purposes to be conducted or
promoted by the 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.  The total number of shares of stock which the Corporation
shall have authority to issue is 3,000 shares of Common Stock with a par value
of One Cent ($.01) per share.

         FIFTH.   The Corporation is to have perpetual existence.

         SIXTH.   In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware:

         A.       The Board of Directors of the Corporation is expressly
         authorized to adopt, amend or repeal the By-Laws of the Corporation.

         B.       Elections of directors need not be by written ballot unless
         the By-Laws of the Corporation shall so provide.

         C.       The books of the Corporation may be kept at such place within
         or without the State of Delaware as the By-Laws of the Corporation may
         provide or as may be designated from time to time by the Board of
         Directors of the Corporation.



         SEVENTH. The Corporation eliminates the personal liability of each
         member of its Board of Directors to the Corporation or its stockholders
         for monetary damages for breach of fiduciary duty as a director,
         provided, however, that, to the extent provided by applicable law, the
         foregoing shall not eliminate the liability of a director (i) for any
         breach of such director's duty of loyalty to the Corporation or its
         stockholder, (ii) for acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law, (iii)
         under Section 174 of Title 8 of the Delaware Code or (iv) for any
         transaction from which such director derived an improper personal
         benefit. No amendment to or repeal of this provision shall apply to or
         have any effect on the liability or alleged liability of any director
         for or with respect to any acts or omissions of such director occurring
         prior to such amendment or repeal.

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

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         IN WITNESS WHEREOF, the Company has caused this certificate to be
signed by Timothy P. Losik, Vice President, this 10th day of January, 1997.

                                    ZYCON CORPORATION

                                      /s/ Timothy P. Losik
                                    --------------------------------------------
                                    Timothy P. Losik
                                    Vice President, Treasurer and Secretary