EXHIBIT 3.3
                        
                             AMENDED AND RESTATED

                        CERTIFICATE OF INCORPORATION OF
                             
                             CCA ACQUISITION CORP.

          CCA Acquisition Corp., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

          1.  The name of the Corporation is CCA Acquisition Corp.

          2.  The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on June 27, 1994.

          3.  This Amended and Restated Certificate of Incorporation restates
and further amends the Certificate of Incorporation of the Corporation as
heretofore amended and has been duly adopted by the Board of Directors and
approved by the stockholders of the Corporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware.  The text of the Certificate of Incorporation as amended and
restated shall be read in full as follows:

          1.  The name of the Corporation is CCA Acquisition Corp.

          2.  The address of its registered office in the State of Delaware is
     the Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle
     County, Delaware 19801.  The name of its registered agent at such address
     is The Corporation Trust Company.

          3.  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 the State of Delaware.

          4.  The Corporation is authorized to issue One Hundred (100) shares
     of Common Stock, $.01 par value per share.

          5.  The Corporation is to have perpetual existence.

 
          6.  Elections of directors of the Corporation need not be by written
     ballot unless the By-laws of the Corporation so provide.

          7.  (a)  A director of the Corporation shall not be personally 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 the
     General Corporation Law of the State of Delaware or (iv) for any
     transaction from which the director derives an improper personal benefit.
     If the General Corporation Law of the State of Delaware is amended after
     the date of filing of this Amended and Restated Certificate of
     Incorporation to authorize corporate action further eliminating or limiting
     the personal liability of directors, then the liability of a director of
     the Corporation shall be eliminated or limited to the fullest extent
     permitted by the General Corporation Law of the State of Delaware as so
     amended.

          Any repeal or modification of the foregoing paragraph by the
     stockholders of the Corporation shall not adversely affect any right or
     protection of a director of the Corporation existing in respect of any act
     or omission occurring prior to the time of such repeal or modification.

          (b) The Corporation shall indemnify, to the fullest extent now or
     hereafter permitted by the General Corporation Law of the State of
     Delaware, any person who was or is a party or is threatened to be made a
     party to any threatened, pending or completed action, suit or proceeding,
     whether civil, criminal, administrative or investigative, by reason of the
     fact that he or she is or was or has agreed to become a director or officer
     of the Corporation, or is or was serving or has agreed to serve at the
     request of the Corporation as a director or officer of another corporation,
     partnership, joint venture, trust or other enterprise, or by reason of any
     action alleged to be taken or omitted in such capacity, and may to the same
     extent indemnify any person who was or is a party or is threatened to be
     made a party to such an action, suit or proceeding by reason of the fact
     that he or she is

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     or was or has agreed to become an employee or agent of the Corporation, or
     is or was serving or has agreed to serve at the request of the Corporation
     as an employee or agent of another corporation, partnership, joint venture,
     trust or other enterprise, against expenses (including attorneys' fees),
     judgments, fines and amounts paid in settlement in connection with such
     action, suit or proceeding or any appeal therefrom.

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          IN WITNESS WHEREOF, CCA Acquisition Corp. has caused this Amended and
Restated Certificate of Incorporation to be signed by Jerald L. Kent, its
Executive Vice President, and attested by Theodore W. Browne, II, its
Secretary, this 9th day of February, 1995.



                              By: /s/ Jerald L. Kent
                                 __________________________
                                 Jerald L. Kent
                                 Executive Vice President


ATTEST:



By: /s/ Theodore W. Browne, II
   ___________________________
   Theodore W. Browne, II
   Secretary

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