EXHIBIT 3.37
                          CERTIFICATE OF INCORPORATION

                                       OF

                          N.J.S.C. INVESTMENT CO., INC.


         THIS IS TO CERTIFY THAT there is hereby organized a corporation under
and by virtue of N.J.S. 14A:1-1 et seq., the "New Jersey Business Corporations
Act".

         FIRST: The name of the corporation is N.J.S.C. Investment Co., Inc.

         SECOND: The address of the corporation's initial registered office is
61-67 Main Street, Sayreville, NJ 08872. The name of the registered agent at
such address is Ronald H. Gordon, Esq.

         THIRD: The purpose for which this corporation is organized is to engage
in any activity within the purposes for which corporations may be organized
under the "New Jersey Business Corporation Act". N.J.S. 14A:1-1 et seq.

         FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is 2500 shares without par value.

         FIFTH: The number of directors constituting the initial Board of
Directors of this corporation is one (1). The name and address of each person
who is to serve as such Director is:

                  Robert Pasquarelli
                  c/o New Jersey Steel Corporation
                  P.O. Box 11
                  North Crossman Road
                  Sayreville, NJ 08872

         SIXTH: The name and address of the incorporator is Capitol Information
Service, Inc., 172 West State Street, Trenton, NJ 08608.

         IN WITNESS WHEREOF, each individual incorporator, being over eighteen
years of age has signed this certificate; or if the incorporator be a
corporation has caused this certificate to be signed by its duly authorized
officer this 5th day of October, 1990.

                                   ----------------------------------------
                                   Ruth Schneider, Executive Vice President

                                   Capitol Information Service, Inc.
                                   172 West State Street
                                   Trenton, NJ 08608

FILED FOR: Ronald H. Gordon, Esq. 138247
           Karcher, McDonnell, Rainone & Gordon, P.C.
           61-67 Main Street
           Sayreville, NJ 08872