EXHIBIT 3.39

                         CERTIFICATE OF INCORPORATION

                                      OF

                           Locomotion Holdings, Inc.
                           -------------------------


     THE UNDERSIGNED, for the purpose of forming a corporation pursuant to the
provisions of the General Corporation Law of the State of Delaware, does hereby
certify as follows:

     FIRST:  The name of the Corporation is Locomotion Holdings, Inc.
(the "Corporation").

     SECOND:  The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, 19801 and the name of the Corporation's registered agent
at such address is The Corporation Trust Company.

     THIRD:  The purpose for which the Corporation is organized 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 Class A Common Stock, $.01 par value.

     FIFTH:  The name and the mailing address of the incorporator is as follows:

     NAME                     MAILING ADDRESS
     ----                     ---------------

     Kathleen M. Sablone      Choate, Hall & Stewart
                              Exchange Place
                              53 State Street
                              Boston, MA 02109

     SIXTH:  The Directors shall have power to adopt, amend, or repeal the By-
Laws of the Corporation.
 
     SEVENTH:  Election of Directors need not be by written ballot unless the
By-Laws of the Corporation so provide.

     EIGHTH:  The Corporation shall indemnify and hold harmless any director,
officer employee or agent of the Corporation from and against any and all
expenses and liabilities that may be imposed upon or incurred in connection
with, or as a result of, any proceeding in which he or she may become involved,
as a party or otherwise, by reason of the fact that 

 
he or she is or was such a director, officer, employee or agent, whether or not
he or she continues to be such at the time such expenses and liabilities shall
have been imposed or incurred, to the fullest extent permitted by the laws of
the State of Delaware as they may be amended from time to time.

     NINTH:  No director of the Corporation shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (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 General Corporation Law of the
State of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit.

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

     The undersigned incorporator hereinbefore named, for the purpose of forming
a corporation pursuant to the General Corporation Law of the State of Delaware,
does make this certificate, hereby declaring and certifying that this is her act
and deed and the facts stated herein are true and accordingly has hereunto set
her hand this 14th day of July, 1997.


                              /s/ Kathleen M. Sablone
                              ----------------------------------------------
                              Kathleen M. Sablone, Incorporator