EXHIBIT 3.3
 
                         CERTIFICATE OF INCORPORATION
                                      OF
                                SANDHILLS, INC.


     FIRST:    The name of the corporation is Sandhills, Inc.

     SECOND:   The corporation's registered office in the State of Delaware is
located at 900 Market Street, Second Floor, Wilmington, County of New Castle,
Delaware 19801.  The registered agent at that address is Delaware Trust Capital
Management, Inc.

     THIRD:    The purpose of the corporation is to engage in any lawful act or
activity in which a corporation organized under the Delaware General Corporation
Law may engage; provided, that the corporation shall engage in no activity other
than the maintenance and management of intangible investments and the collection
and distribution of the income from such intangible investments.

     FOURTH:   The corporation shall have the authority to issue One Thousand
(1,000) shares of common stock, having a par value of One Cent ($0.01) per share
and the corporation shall not change the authorization of the number of shares
of stock, of any kind, which the corporation may issue without the unanimous
consent of all of the stockholders of the corporation.

     FIFTH:    To the fullest extent permitted by Delaware General Corporation
Law, as currently in effect or as hereafter enacted, each director of the
corporation shall incur no personal liability to the corporation or its
stockholders for monetary damages for any breach of fiduciary duty as a
director.

     SIXTH:    To the fullest extent permitted by Delaware General Corporation
Law, as currently in effect or as hereafter enacted, each director, officer,
employee and agent of the corporation shall be indemnified and held harmless by
the corporation.

     SEVENTH:  The business and affairs of the corporation shall be managed by
and under the direction of the Board of Directors, the number of members of
which shall be as set forth in the bylaws of the corporation.  Unless required
by the bylaws of the corporation, the directors need not be elected by ballot.

     EIGHTH:   Each meeting of the stockholders and directors of the corporation
shall be held within Delaware.  The books of the corporation physically shall be
maintained in Delaware.

     NINTH:    Neither the certificate of incorporation nor the bylaws of the
corporation may be amended without the unanimous consent of all of the
stockholders of the corporation.

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     TENTH:    The named and mailing address of the incorporator is Michael J.
Semes, Esquire, Suite 603, 1300 North Market Street, Wilmington, Delaware 19801.

     ELEVENTH: The powers of the incorporator shall terminate upon the
appointment of directors.

     The undersigned, incorporator of the corporation, for the purpose of
forming a corporation under the laws of the State of Delaware hereby files this
certificate of incorporation, and accordingly sets his hand and seal hereunto
this 24th day of November, 1992.


                                    /s/ Michael J. Semes
                                    --------------------
                                    Michael J. Semes
                                    Incorporator

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