EXHIBIT 3.10

                          CERTIFICATE OF INCORPORATION

                                       of

                         CARTER AUTOMOTIVE COMPANY, INC.


1.   The name of the corporation is

                         CARTER AUTOMOTIVE COMPANY, INC.

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

     3. The nature of the business or purposes to be conducted or promoted is to
engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.

     4. The total number of shares of stock which the corporation shall have
authority to issue is one thousand (1,000); all of such shares shall be without
par value.

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

      NAME                                        MAILING ADDRESS 

Robert C. Bickford                           750 Third Avenue - Rm. 940 
                                             New York, N. Y. 10017

     6. The corporation is to have perpetual existence.

     7. In furtherance and not in limitation of the powers conferred by statute,
the board of directors is expressly authorized to make, alter or repeal the
by-laws of the corporation.

     8. Elections of directors need not be by written ballot unless the by-laws
of the corporation shall so provide.

     Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside 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. 

 
     9. The corporation reserves the right to amend, alter, change or repeal any
provision contained in this 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 incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware, 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 17th day of May, 1985.


                                                 /S/ROBERT C. BICKFORD
                                                 ---------------------
                                                 (Robert C. Bickford)