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                                                                   Exhibit 3.5


                          CERTIFICATE OF INCORPORATION
                                       OF
                                 TMC TEXAS INC.

     1. The name of the corporation is:

                                 TMC Texas 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 two hundred (200) and the par value of each of such shares
is five dollars ($5.00) amounting in the aggregate to one thousand dollars
($1,000).

     5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be written ballot.

     6. The name and mailing address of the incorporator is:

        Name                                     Mailing Address
        ----                                     ---------------
        Bonnie E. Heacock                        c/o Jenner & Block
                                                 One IBM Plus, Suite 3700
                                                 Chicago, IL 60611

     7. The name and mailing address of each person who is to serve as a
director until the first annual meeting of the stockholders or until a successor
is elected and qualified, is as follows:

        Name                                     Mailing Address
        ----                                     ---------------
        Matthew W. Appel                         8401 New Trails Drive
                                                 The Woodlands, TX 77387






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     8.  The corporation is to have perpetual existence.

     9.  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.

     10. 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
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 20th day of November, 1996.

                                     /s/ Bonnie E. Heacock
                                     -----------------------------------
                                     Incorporator Bonnie E. Heacock



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