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                                                                    EXHIBIT 3.19


                          CERTIFICATE OF INCORPORATION

                                       OF

                              PIONEER (EAST), INC.

          FIRST:        The name of the Corporation is Pioneer (East), Inc.
(the "Corporation").

          SECOND:       The registered office of the Corporation in the State
of Delaware is located at 900 Market Street, Suite 200, Wilmington, County of
New Castle, Delaware 19801.  The registered agent of the Corporation at that
address is Griffin Corporate Services, Inc.

          THIRD:        The purpose of the Corporation is to engage in any
lawful act or activity for which corporation may be organized under the General
Corporation Law of the State of Delaware; provided that the Corporation's
activities shall be confined to the management and maintenance of its
intangible investments and the collection and distribution of the income from
such investments or from tangible property physically located outside Delaware,
all as defined in, and in such manner to qualify for exemption from income
taxation under, Section 1902(b)(8) of Title 30 of the Delaware Code, or under
the corresponding provision of any subsequent law.
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          FOURTH:       The Corporation shall have authority to issue 1,000
shares of common stock, having a par value of $.01 (one cent) per share.

          FIFTH:        The Corporation shall indemnify directors and officers
of the Corporation to the fullest extent permissible by law.

          SIXTH:        The directors of the Corporation shall incur no
personal liability to the Corporation or its stockholders for monetary damages
for any breach of fiduciary duty as a director; provided, however, that the
directors of the Corporation shall continue to be subject to liability (i) for
any breach of their duty of loyalty to the Corporation or 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 directors derived any improper personal benefit.  In discharging the
duties of their respective positions, the board of directors, committees of the
board, individual directors and individual officers may, in considering the
best interest of the Corporation, consider the effects of any actions upon
employees, suppliers and customers of the Corporation, communities in which
offices or other establishments of the Corporation are located, and all other
pertinent factors.  In addition, the personal liability of the directors shall
further be limited to the fullest extent permitted by any future amendments to
Delaware law.




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          SEVENTH:      The business and affairs of the Corporation shall be
managed by or under the direction of the board of directors, the number of
members of which shall be set forth in the by-laws of the Corporation.  The
directors need not be elected by ballot unless required by the by-laws of the
Corporation.

          EIGHTH:       Meetings of the stockholders will be held within the
State of Delaware.  The books of the Corporation will be kept (subject to the
provisions contained in the General Corporation Law) in the State of Delaware
at such place or places as may be designated from time to time by the board of
directors or in the by-laws of the Corporation.

          NINTH:        In the furtherance and not in limitation of the
objects, purposes and powers prescribed herein and conferred by the laws of the
State of Delaware, the board of directors is expressly authorized to make,
amend and repeal the by-laws.

          TENTH:        The Corporation reserves the right to amend or repeal
any provision contained in the Certificate of Incorporation in the manner now
or hereinafter prescribed by the laws of the State of Delaware.  All rights
herein conferred are granted subject to the reservation.

          ELEVENTH:     The Corporation shall have no power and may not be
authorized by its stockholders or directors (i) to perform or omit to do any
act that would cause the Corporation to lose its status as a corporation exempt
from the Delaware Corporation





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income tax under Section 1902(b)(8) of Title 30 of the Delaware Code, or under
the corresponding provision of any subsequent law, or (ii) to conduct any
activities outside of Delaware which could result in the Corporation being
subject to tax outside of Delaware.

          TWELFTH:      The name and mailing address of the incorporator is
Barbara A. Steen, 900 Market Street, Suite 200, Wilmington, Delaware 19801.

          THIRTEENTH:   The powers of the incorporator shall terminate upon
election of directors.

          I, THE UNDERSIGNED, being the 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 5th day of June, 1996.


                                        /s/ Barbara A. Steen
                                        --------------------------------
                                         Barbara A. Steen, Incorporator
 




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