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                                                                   EXHIBIT 3.8

                          ARTICLES OF INCORPORATION OF

                              EAE INDUSTRIES, INC.



     The undersigned natural person of the age of 18 years or older, acting as
incorporator under the Texas Business Corporation Act, adopts the following
Articles of Incorporation for this corporation:


                                    ARTICLE I

                                 CORPORATE NAME

     The name of the corporation is EAE Industries, Inc.


                                   ARTICLE II

                                    DURATION

     The period of this corporation's duration is perpetual.


                                   ARTICLE III

                               CORPORATE PURPOSES

     The corporation is organized for the purpose of transacting any or all
lawful business for which corporations may be incorporated under the Texas
Business Corporation Act.


                                   ARTICLE IV

                      AUTHORIZED STOCK AND SHARE STRUCTURE

     The corporation is authorized to issue only one class of shares of stock.
The total number of shares that the corporation is authorized to issue is 10,000
shares. Each share shall be without par value. No distinction shall exist
between the shares of the corporation or between the holders of the shares.


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                                    ARTICLE V

                               COMMENCING BUSINESS

     The corporation will not commence business until it has received for
issuing its shares consideration of the value of one-thousand dollars
($1,000.00) consisting of money, labor done, or property actually received.


                                   ARTICLE VI

                           REGISTERED OFFICE AND AGENT

     The street address of the initial registered office of the corporation is
8502 Cypress Street- Brady Island, Houston, Texas 77012, and the name of the
initial registered agent at this address is Frank Eakin.


                                   ARTICLE VII

                                    DIRECTORS

     The number of directors constituting the initial Board of Directors is two.
The names and addresses of the persons who are to serve as directors until the
first annual shareholders' meeting or until their successors are elected and
qualify are:

                                 Samuel F. Eakin
                        4000 S. Sherwood Forest Boulevard
                                    Suite 603
                          Baton Rouge, Louisiana 70816

                                  David Ammons
                        4000 S. Sherwood Forest Boulevard
                                    Suite 603
                          Baton Rouge, Louisiana 70816


                                  ARTICLE VIII

                                  INCORPORATOR

     The name and address of the incorporator is:



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                                  David Ammons
                        4000 S. Sherwood Forest Boulevard
                                    Suite 603
                          Baton Rouge, Louisiana 70816


     The undersigned has executed these Articles of Incorporation on this 18th
day of July, 1996.

                                                INCORPORATOR:


                                                /s/DAVID AMMONS
                                                --------------------------------
                                                 David Ammons


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