ARTICLES OF INCORPORATION

                                       OF

                     LAFAYETTE STEEL & ALUMINUM CORPORATION


         The undersigned, E. DAVID ROLLERT, 208 South LaSalle Street, Chicago,
Illinois, being one or more natural persons of the age of twenty-one years or
more or a corporation, and having subscribed to shares of the corporation to be
organized pursuant hereto, for the purpose of forming a corporation under "The
Business Corporation Act" of the State of Illinois, do hereby adopt the
following Articles of Incorporation:

                                   ARTICLE ONE

         The name of the corporation hereby incorporated is LAFAYETTE STEEL &
ALUMINUM CORPORATION.

                                   ARTICLE TWO

         The address of its initial registered office in the State of Illinois
is 208 South LaSalle Street, in the City of Chicago, 60604 County of Cook and
the name of its initial Registered Agent at said address is E. David Rollert.

                                  ARTICLE THREE

         The duration of the corporation is Perpetual.

                                  ARTICLE FOUR

         The purpose or purposes for which the corporation is organized are:

                  To manufacture and deal in merchandise and other property of
every nature and description.

                  To render and charge for services of every kind and
description which the Corporation may legally perform.

                  To acquire, own, use, convey and otherwise dispose of and deal
in real property or any interest therein without limitation.

                  To erect, own, operate, manage, use or lease, in whole or in
part, any building or other structure located on real property owned or leased
by the Corporation.







                                  ARTICLE FIVE

         PARAGRAPH 1: The aggregate number of shares which the corporation is
authorized to issue is 1,000 divided into one class. The designation of each
class, the number of shares of each class, and the par value, if any, of the
shares of each class, or a statement that the shares of any class are without
par value, are as follows:



                             Series       Number of                  Par value per share or statement that shares
Class                        (If any)     Shares                     are without par value
                                                            

Common                       None         1,000                      No Par Value


         PARAGRAPH 2: The preferences, qualifications, limitations, restrictions
and the special or relative rights in respect of the shares of each class are:
NONE.

                                   ARTICLE SIX

         The class and number of shares which the corporation proposes to issue
without further report to the Secretary of State, and the consideration
(expressed in dollars) to be received by the corporation therefor, are:



                                                                          Total consideration to be
Class of shares                       Number of shares                    received therefor:
                                                                    

Common                                1,000                               $1,000.00


                                  ARTICLE SEVEN

         The corporation will not commence business until at least one thousand
dollars has been received as consideration for the issuance of shares.

                                  ARTICLE EIGHT

         The number of directors to be elected at the first meeting of the
shareholders is: one.

                                  ARTICLE NINE

         PARAGRAPH 1: It is estimated that the value of all property to be owned
by the corporation for the following year wherever located will be $___________.

         PARAGRAPH 2: It is estimated that the value of all property to be
located within the State of Illinois during the following year will be
$_____________.

         PARAGRAPH 3: It is estimated that the gross amount of business which
will be transacted by the corporation during the following year will be
$____________.






         PARAGRAPH 4: It is estimated that the gross amount of business which
will be transacted at or from places of business in the State of Illinois during
the following year will be $______________ .


NOTE: If all the property of the corporation is to be located in this State and
all of its business is to be transacted at or from places of business in this
State, or if the incorporators elect to pay the initial franchise tax on the
basis of its entire stated capital and paid-in surplus, then the information
called for in Article Nine need not be stated.

* The initial franchise tax is being paid on the basis of the entire stated
capital and paid in surplus.


                                            /s/ E. David Rollert, Incorporator
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