Exhibit 3.65

                          CERTIFICATE OF INCORPORATION
                                       OF
                          ____________________________


         FIRST: The name of the corporation is:________________________________.

         SECOND: The address of its registered office in the State of Delaware
is: ________________________________________________. The name of its registered
agent at such address is: ______________________________________________.

         THIRD: The nature of the business or purposes to be conducted or
promoted 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 of stock which the corporation shall
have authority to issue is: ___________ shares of Common Stock, par value
____________ per share, amounting in the aggregate to ___________.

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

                      Name                         Address
          ___________________________    ___________________________

         SIXTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to wake, alter or repeal
the Bylaws of the corporation.

         SEVENTH: All votes, including those for the erection of directors, may
be taken by voice accept as otherwise specifically provided in the corporate
bylaws. The stockholders shall not have the right to cumulate their shares in
voting for the election of directors.

         EIGHTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors and/or of the stockholders or class of stockholders of this
corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this corporation, as the case may be,
and also on this corporation.



         NINTH: A director of this corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided, however, that this shall not exempt a director
from 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 Delaware, or (iv) for any
transaction from which the director derived an improper personal benefit. In the
case of any change in Delaware law which expands the liability of directors, the
limited liability of directors shall continue as theretofore to the extent
permitted by law; in the case of any change in Delaware law which permits the
corporation, without the requirement of any further action by the stockholders
or directors of tire corporation, to limit further the liability of directors,
then such liability thereupon shall be so limited to the extent permitted by
law.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal this _____ day
of _______________.


                                             ___________________________________


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