Exhibit 3.31

                                 New York State
                               Department of State
                     Division of Corporations, State Records
                           and Uniform Commercial Code
                                Albany, NY 12231




                (This form must be printed or typed in black ink)
                          CERTIFICATE OF INCORPORATION
                                       OF
                   __________________________________________
                             (Insert corporate name)


                Under Section 402 of the Business Corporation Law

FIRST:  The name of the corporation is: _______________________________________
_______________________________________________________________________________

SECOND: This corporation is formed to engage in any lawful act or activity for
which a corporation may be organized under the Business Corporation Law,
provided that it is not formed to engage in any act or activity requiring the
consent or approval of any state official, department, board, agency or other
body.

THIRD: The county, within this state, in which the office of the corporation is
to be located is: _____________________________________________________________

FOURTH: The total number of shares which the corporation shall have authority to
issue and a statement of the par value of each share or a statement that the
shares are without par value are: 200 No Par Value

FIFTH: The secretary of state is designated as agent of the corporation upon
whom process against the corporation may be served. The address to which the
Secretary of State shall mail a copy of any process accepted on behalf of the
corporation is:

       _________________________________________________________________
       _________________________________________________________________
       _________________________________________________________________


SIXTH: (optional) The name and street address in this state of the registered
agent upon whom process against the corporation may be served is:

       _________________________________________________________________
       _________________________________________________________________
       _________________________________________________________________




SEVENTH: (optional - the existence of the corporation begins on the date the
certificate of incorporation is filed by the Department of State. Corporate
existence may begin on a date, not to exceed 90 days, after the date of filing
by the Department of State. Complete this paragraph only if you wish to have the
corporation's existence to begin on a later date, which is not more than 90 days
after the date of filing by the Department of State.) The date the corporate
existence shall begin is: ___________________________________________________.


X
- ---------------------------------------------
(Signature)


- ---------------------------------------------
(Type or print name)


- ---------------------------------------------
(Address)


- ---------------------------------------------
(City, State, Zip code)


- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

                          CERTIFICATE OF INCORPORATION
                                       OF


                      _____________________________________
                             (Insert corporate name)

                Under Section 402 of the Business Corporation Law


- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -



Filed by:         _______________________________________
                  (Name)


                  _______________________________________
                  (Mailing address)


                  _______________________________________
                  (City, State and Zip code)





Note: This form was prepared by the New York State Department of State for
filing a certificate of incorporation for a business corporation. It does not
contain all optional provisions under the law. You are not required to use this
form. You may draft your own form or use forms available at legal stationery
stores. The Department of State recommends that legal documents be prepared
under the guidance of an attorney. The fee for a certificate of incorporation is
$125 plus the applicable tax on shares required by Section 180 of the Tax Law.
The minimum tax on shares is $10. The tax on 200 no par value shares is $10
(total $135). Checks should be made payable to the Department of State for the
total amount of the filing fee and tax.