CERTIFICATE OF FORMATION

                                      OF

                           PETERSEN HOLDINGS, L.L.C.


     The undersigned, being duly authorized to execute and file this Certificate
of Formation for the purpose of forming a limited liability company pursuant to
the Delaware Limited Liability Company Act, 6 Del. C. (S)(S) 18-101, et seq.,
does hereby certify as follows:

                                     FIRST

     The name of the limited liability company is Petersen Holdings, L.L.C. (the
"Company").

                                    SECOND

     The Company's registered office in the State of Delaware is located at 1013
Centre Road, in the City of Wilmington, County of New Castle, 19805. The
registered agent of the Company for service of process at such address is
Corporation Service Company.

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of
Formation as of the 18th day of September, 1996.

                                        _____________________________
                                        THADDINE G. GOMEZ,
                                        AN AUTHORIZED PERSON