EXHIBIT 3.1

                             CERTIFICATE OF INCORPORATION

                                          OF

                               TORREY INVESTMENTS INC.


         FIRST.  The name of the corporation is Torrey Investments Inc.

         SECOND.  The address of the corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of
Wilmington, County of New Castle.  The name of its registered agent at such
address is The Corporation Trust Company.

         THIRD.  The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         FOURTH.  The total number of shares which the corporation shall have
authority to issue is 1,000 shares of Common Stock, and the par value of each of
such shares is $.01.

         FIFTH.  The name and mailing address of the incorporator is Richard R.
Howe, 125 Broad Street, New York, New York 10004.

         SIXTH.  The board of directors of the corporation is expressly
authorized to adopt, amend or repeal by-laws of the corporation.

         SEVENTH.  Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.



         EIGHTH.  Any director or the entire board of directors may be removed,
with or without cause, by the holders of a majority of the shares at the time
entitled to vote at an election of directors, whether or not the board of
directors is classified as provided in subsection (d) of Section 141 of Title 8
of the Delaware Code.

         NINTH.  A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as currently in effect or as the same may hereafter be amended.  No amendment,
modification or repeal of this Article NINTH shall adversely affect any right or
protection of a director that exists at the time of such amendment, modification
or repeal.

         IN WITNESS WHEREOF, I have signed this certificate of incorporation
this 25th day of January, 1991.

                                  /s/ Richard R. Howe
                             -------------------------------
                                      Richard R. Howe

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