EXHIBIT 3.3

                             AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 ADTRADE, INC.
                       AFTER RECEIPT OF PAYMENT FOR STOCK

                                        
     Adtrade, Inc., a Delaware corporation ("the Corporation") does hereby
certify that the Corporation was originally incorporated under the name of
"Adtrade, Inc." on March 9, 1992.

     The Board of Directors of the Corporation, at a meeting held on December
13, 1993, duly adopted a resolution declaring the advisability of amending and
restating the Corporation's Certificate of Incorporation in the manner set forth
below and submitted such proposed amendment and restatement to the stockholders
of the Corporation for approval.

     The stockholders of the Corporation unanimously approved in writing such
amendment and restatement of the Certificate of Incorporation.

     The following amendment and restatement of the Certificate of Incorporation
of the Corporation restates entirely the Certificate of Incorporation of the
Corporation and has been duly adopted in accordance with the provisions of
(S)242 and (S)245 of the Delaware General Corporation Law:

     FIRST:   The name of the corporation is LARALEV, INC.

     SECOND:  The corporation's registered office in the State of Delaware is
located at 4th Street Plaza, Suite 11, 2500 West 4th Street, Wilmington County
of New Castle, Delaware 19805.  The registered agent at that address is Entity
Services (Delaware), 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 and from
tangible property physically located outside of Delaware.

     FOURTH:  The corporation shall have the authority to issue One Thousand
Five Hundred (1,500) shares of common stock, having no par value.

     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 of the corporation shall be held
within Delaware.

     NINTH:    The books of the corporation physically shall be maintained in
Delaware.

     TENTH:    In furtherance, and not in limitation, of the objects, purposes
and powers set forth in this certificate of incorporation and in the Delaware
General Corporation Law, the Board of Directors may amend and repeal the bylaws
of the corporation.

     ELEVENTH: The corporation reserves the right to amend and repeal any
provision of this certificate of incorporation in the manner now or hereafter
provided under the Delaware General Corporation Law.

     IN WITNESS WHEREOF, the Corporation has caused this restated certificate to
be signed by David C. Eppes, its President, and attested to by Andrew T.
Panaccione, its Secretary, this 16th day of December, 1993.

ATTEST:                           ADTRADE, INC.

(SEAL)

/s/ Andrew T. Panaccione              /s/ David C. Eppes 
______________________________    By:______________________________
Andrew T. Panaccione                  David C. Eppes 
Secretary                             President