EXHIBIT 3.5

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                                GSL HOLDINGS INC.

                                      INTO

                                 GSL CORPORATION

                                    * * * * *

                  GSL CORPORATION, a corporation organized and existing under
the laws of Delaware (the "Corporation"),

                  DOES HEREBY CERTIFY:

                  FIRST: That the Corporation was incorporated on the 18th day
of September, 1991, pursuant to the General Corporation Law of the State of
Delaware.

                  SECOND: That the Corporation owns all of the outstanding
shares of the stock of GSL Holdings Inc., a corporation incorporated on the 2nd
day of March, 1989, pursuant to the General Corporation Law of the State of
Delaware ("Holdings").

                  THIRD: That the Corporation, by the following resolutions of
its Board of Directors, duly adopted by the unanimous written consent of its
members, filed with the minutes of the Board on the 16th day of February, 1994,
determined to and did merge into itself Holdings:

                  RESOLVED, that the Corporation merge into itself GSL Holdings
Inc. ("Holdings") with the Corporation surviving such merger, and that the
Corporation thereby shall assume all of the rights, claims, assets and
properties and all of the liabilities and obligations of Holdings;

                  RESOLVED, that the Board of Directors of the Corporation
adopt, and it hereby does adopt, the Plan of Merger attached as Exhibit A
hereto;

                  RESOLVED, that the merger shall be effective upon the date of
filing of the Certificate of Ownership and Merger with the Secretary of State of
Delaware;




                  RESOLVED, that the proper officers of the Corporation be, and
they hereby are, directed to make and execute a Certificate of Ownership and
Merger setting forth a copy of the resolutions to merge Holdings and assume its
liabilities and obligations, and the date of adoption thereof, and to cause the
same to be filed with the Secretary of State and a certified copy recorded in
the office of the Recorder of Deeds of New Castle County;

                  RESOLVED, that the officers of the Corporation be, and they
hereby are, authorized and directed to do or cause to be done all such acts or
things, to incur or cause to be incurred all such expenses or obligations, and
to sign and deliver or cause to be signed and delivered all such documents,.
instruments or certificates, all in the name and on behalf of the Corporation or
otherwise, as such officers may deem necessary, advisable or appropriate to
effectuate or carry out the purpose and intent of the foregoing resolutions; and

                  RESOLVED, that all acts and deeds heretofore done by any
director or officer of the Corporation for and on behalf of the Corporation in
entering into, executing, acknowledging or attesting any arrangements,
agreements, instruments or documents, or in carrying out the terms and
intentions of the above resolutions, are hereby ratified, approved and
confirmed.

                  FOURTH: Anything herein or elsewhere to the contrary
notwithstanding, this merger may be amended or terminated and abandoned by the
Board of Directors of the Corporation at any time prior to the date of filing
the merger with the Secretary of State.

                  IN WITNESS WHEREOF, the corporation has caused this
certificate to be signed by Anthony J. Petrocelli, its Vice-President and
attested by Donald G. Kilpatrick, its Assistant Secretary, this 16th day of May,
1994.


                                                ------------------------------
                                                By:  Anthony J. Petrocelli
                                                Title:  Vice-President

ATTEST:


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By:  Donald G. Kilpatrick
Title:  Assistant Secretary

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