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                                                                   EXHIBIT 3.2.1

                       CERTIFICATE OF LIMITED PARTNERSHIP

                                       OF

                                AMERICA 51, L.P.

         The undersigned, for the purpose of forming a limited

partnership under the Delaware Revised Uniform Limited Partnership

Act, files this Certificate of Limited Partnership, setting forth the following:

         1.       The name of the limited partnership is America 51, L.P.

         2.       The address of the partnership's registered office in the
                  State of Delaware is 1209 Orange Sgreet, Wilmington, New
                  Castle County, Delaware 19801, and the name and address of the
                  partnership's agent for service of process is The Corporation
                  Trust Company, 1209 Orange Street, Wilmington, New Castle
                  County, Delaware 19801.

         3.       The name and business address of the sole general partner is
                  Hector Garcia Salvatierra, L.P., 11 West Medlock Drive,
                  Phoenix, Arizona 85013.

         IN WITNESS WHEREOF, the sole general partner of America 51, L.P.

has executed this Certificate on July 30, 1996.


                                            HECTOR GARCIA SALVATIERRA, L.P.


                                            By:
                                              ----------------------------------
                                                Hector G. Salvatierra
                                                Attorney-in-Fact