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                                                                    EXHIBIT 3.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                              HEDDLE CAPITAL CORP.

      FIRST:      The name of the corporation is Heddle Capital Corp. (the
"Corporation").

      SECOND:     The registered office of the Corporation in the State of 
Delaware is located at 900 North 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 corporations may be organized under the General 
Corporation Law of the State of Delaware; provided that the Corporation's 
activities shall be confined to the maintenance and management 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.

      FOURTH:     The Corporation shall have authority to issue 1000 shares of
common stock, having a par value of $.01 per share.

      FIFTH:      The Corporation shall indemnify directors and officers of the
Corporation to the fullest extent permitted 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)


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for any breach of their duty of loyalty to the Corporation or its 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 action upon employees,
suppliers and customers of the Corporation, communities in which officers or
other establishments of the Corporation are located, and all other pertinent
factors. In addition, the personal liability of directors shall further be
limited or eliminated to the fullest extent permitted by any future amendments
to Delaware law.

     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.


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      TENTH:      The Corporation reserves the right to amend or repeal any 
provision contained in this Certificate of Incorporation in the manner now or 
hereinafter prescribed by the laws of the Sate 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 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 Incorporation is Joan L.
Dobrzyski, 900 North Market Street, Wilmington, Delaware 19801.

      THIRTEENTH: The powers of the Incorporation 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 ____ day of _____________, 199__.

                                              -----------------------------
                                                             , Incorporator



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