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                                                                    EXHIBIT 3.11

                          CERTIFICATE OF INCORPORATION

                                       OF

             INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.

                            UNDER SECTION 402 OF THE
                            BUSINESS CORPORATION LAW

                                    * * * * *

      WE, THE UNDERSIGNED, all of the age of eighteen years or over, for the
purpose of forming a corporation pursuant to Section 402 of the Business
Corporation Law of New York, do hereby certify:

      FIRST: The name of the corporation is

      INDEPENDENT GASOLINE AND OIL COMPANY OF ROCHESTER, INC.

      SECOND: The purposes for which it is formed are:

      To establish and maintain an oil, gas or other mineral business or
businesses, and to refine, market and distribute oil, gas, hydrocarbons,
petroleum and all of their products; to locate, purchase, lease, sub-lease,
acquire by grant, concession or other means, develop or otherwise acquire and
sell, mortgage or otherwise dispose of lands containing or believed to contain
petroleum, oil or natural gas, or any of them, and any interests therein, and to
drill or prospect for or produce the same; to purchase, lease or otherwise
acquire, and to sell, mortgage or otherwise dispose of developed or producing
oil and gas properties or the products of
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such oil or gas properties; to purchase, produce, refine, sell and distribute
petroleum and all of the products and by-products thereof; to buy, sell, or
otherwise dispose of, and manufacture all kinds of oil, gasoline, lubricants,
greases, waxes and all other products and by-products of petroleum; to produce,
deal in and sell natural gas.

      To buy, construct, erect and maintain buildings, machinery, vessels, pipe
lines, terminals, tanks and all other structures, facilities and appliances for
the purchase, sale, manufacture, storage, transportation and handling of
petroleum, its products, oils, gases and other fluids and substances.

      To carry on in connection with any and all of the purposes of the
corporation, the business of owning, leasing and operating filling stations,
service stations, garages and repair shops, and buying, selling and dealing in
and with goods, wares, merchandise and commodities customarily handled at
filling stations, service stations, garages and repair shops.

      THIRD: The office of the corporation is to be located in the City of
Rochester, County of Monroe, State of New York.

      FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is fifty (50) of the par value of One Hundred Dollars
($100.00) each.

      FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation
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may be served. The post office address to which the Secretary of State shall
mail a copy of any process against the corporation served upon him is: Minute
Man Service Inc., c/o W. M. Petre, 104 Chautauqua Avenue, Lakewood, New York
14750.

      SIXTH: The tax year for the corporation shall end on December 31st.

      IN WITNESS WHEREOF, we have made and signed this certificate this 21st day
of August, A.D. 1978, and we affirm the statements contained therein as true
under penalties of perjury.



                                          THOMAS B. WARD
                                          ------------------------------------
                                          Thomas B. Ward
                                          277 Park Avenue,
                                          New York, N. Y. 10017

                                          KIT RASEMAN
                                          ------------------------------------
                                          Kit Raseman
                                          277 Park Avenue,
                                          New York, N. Y. 10017