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                                                                   Exhibit 3.29

                          CERTIFICATE OF INCORPORATION
                                       OF
                              UPSHUR PROPERTY, INC.

                                    ARTICLE I

      The name of the corporation is Upshur Property, Inc.

                                   ARTICLE II

      The address of the registered office of the corporation in the State of
Delaware is 32 Loockerman Square, Suite L-100, in the City of Dover 19901,
County of Kent. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

                                   ARTICLE III

      The purpose of the corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware as set forth in Title 8 of the Delaware Code.

                                   ARTICLE IV

      The total number of shares of stock which the corporation shall have
authority to issue is 2,000 shares of Common Stock, par value $1.00 per share.

                                    ARTICLE V

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

            Name                          Mailing Address
            ----                          ---------------

        Stephen P. Parise                 10889 Wilshire Boulevard
                                          Suite 1500
                                          Los Angeles, CA 90024

                                   ARTICLE VI

      The corporation is to have perpetual existence.

                                   ARTICLE VII

      In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors of the corporation is expressly authorized to make,
amend, alter or repeal the By-laws of the corporation.
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                                  ARTICLE VIII

      Elections of directors need not be by written ballot except and to the
extent provided by the By-laws of the corporation.

                                   ARTICLE IX

      Meetings of stockholders may be held within or without the State of
Delaware, as the By-laws of the corporation may provide. The books of the
corporation may be kept (subject to any provision contained in applicable law)
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the corporation or in the By-laws of
the corporation.

                                    ARTICLE X

      A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except that this Article X shall not eliminate or limit a
director's liability (i) for any breach of such 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 such director derived an improper
personal benefit. No amendment to or repeal of this Article X shall apply to or
have any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

                                   ARTICLE XI

      The corporation reserves the right to amend, alter, change or repeal any
provision contained in the 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.

      I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this Certificate, hereby declaring and certifying
that this is my act and deed and the facts herein stated are true, and
accordingly have hereunto set my hand this 10th day of June, 1994.


                                    /s/ Stephen P. Parise
                                    -----------------------------------
                                    Stephen P. Parise
                                    Sole Incorporator