EXHIBIT 3.1
                          CERTIFICATE OF INCORPORATION

                                       OF

                                   1997 CORP.


    The undersigned, being the incorporator of 1997 Corp.(the "Corporation")
hereby certifies as follows:


    FIRST: The name of the Corporation is 1997 Corp.

    SECOND: The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of
New Castle, Delaware 19801. The registered agent in charge thereof is The
Corporation Trust Company.

    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 Delaware.

    FOURTH: The total number of shares that this Corporation shall have
authority to issue is (i) 10,000,000 shares of Common Stock, $.001 par value
per share ("Common Stock"), and (ii) 2,000,000 shares of Preferred Stock, $.01
par value per share ("Preferred Stock").

    There shall be no preemptive rights with respect to the Corporation's
shares of stock. The following is a further statement of the designations and
the powers, preferences and rights, and the relative participating, optional or
other special rights, and the qualifications, limitations and restrictions
granted to or imposed upon the respective classes of shares of capital stock of
the Corporation or the holders thereof.

    COMMON STOCK

    1. General. The voting, dividend and liquidation rights of the holders of
the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of
Directors upon any issuance of the Preferred Stock of any series.

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    2. Voting. The holders of Common Stock are entitled to one vote for each
share held at all meetings of stockholders (and written actions in lieu of
meetings). There shall be no cumulative voting.

    3. Dividends. Dividends may be declared and paid on the Common Stock from
funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights or restrictions of
any then outstanding Preferred Stock.

    4. Liquidation. Upon the dissolution or liquidation of the Corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders after payment of creditors and subject to any preferential rights
of any then outstanding Preferred Stock.

    PREFERRED STOCK.

    Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided. Any shares of
Preferred Stock which may be redeemed, purchased or acquired by the Corporation
may be reissued except as otherwise provided herein or by law. Different series
of Preferred Stock shall not be construed to constitute different classes of
shares for the purposes of voting by classes unless expressly provided for
herein or by law.

    Authority is hereby expressly granted to the Board of Directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing
for the issuance of the shares thereof, to determine and fix such voting
powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the General
Corporation Law of the State of Delaware. Without limiting the generality of
the foregoing, the resolutions providing for issuance of any series of
Preferred Stock may provide that such series shall be superior or rank equally
or be junior to the Preferred Stock of any other

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series to the extent permitted by law.

    FIFTH: The Corporation is to have perpetual existence.

    SIXTH: The number of directors which shall constitute the entire Board of
Directors shall be as set forth in the by-laws of the Corporation. The board of
directors is expressly authorized to adopt, amend or repeal the by-laws of the
Corporation.

    SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which said application has been made, be
binding on all the creditors or class of creditors, and/or on all of the
stockholders or class of stockholders of this Corporation, as the case may be,
and also on this Corporation.

    EIGHTH: 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.

    NINTH: No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's 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

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Corporation Law of the State of Delaware, or (iv) for any transaction from
which the director derived an improper personal benefit.

    TENTH: The Corporation shall indemnify its officers, directors, agents and
such other parties to the full extent permitted by Delaware law.

    ELEVENTH: (i) Any vacancies in the Board of Directors for any reason and
any newly created directorships resulting by reason of any increase in the
number of directors may be filled only by the Board of Directors (unless there
are no remaining directors), acting by a majority of the remaining directors
then in office, although less than a quorum, and any directors so chosen shall
hold office until the next election of directors and until their successors are
elected and qualified.

    (ii) Any director, or the entire Board of Directors, may be removed from
office at any time, but only for cause and only by the affirmative vote of the
holders of at least 75% of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class.

    TWELFTH: Special meetings of stockholders of the Corporation may be called
only by (i) the Board of Directors pursuant to a resolution adopted by a
majority of the entire Board of Directors, either upon motion of a director or
upon written request by the holders of at least 50% of the voting power of all
the shares of capital stock of the Corporation then entitled to vote generally
in the election of directors, voting together as a single class, or (ii) the
President of the Corporation.

    THIRTEENTH: In addition to any requirements of the General Corporation Law
of Delaware (and notwithstanding the fact that a lesser percentage may be
specified by the General Corporation Law of Delaware), the affirmative vote of
the holders of at least 75% of the voting power of all of the shares of capital
stock of the Corporation then entitled to vote generally in the election of
directors, voting together as a single class, shall be required for the
stockholders of the Corporation to amend, alter, change, adopt or repeal
Articles Eleventh, Twelfth or Thirteenth hereof.

    FOURTEENTH: The name of the incorporator is Richard L. Campbell, whose
address is 250 Park Avenue, 12th Floor, New York, New York 10177.

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    IN WITNESS WHEREOF, I hereunto set my hand this 12th day of March, 1997 and
I affirm that the foregoing certificate is my act and deed and that the facts
stated therein are true.



                                            ---------------------------------
                                            Richard L. Campbell, Incorporator