CERTIFICATE OF INCORPORATION
                                       of
                             NEW WALLACE CORPORATION

                  The undersigned incorporator, in order to form a corporation
under the General Corporation Law of the State of Delaware, certifies as
follows:

                  1.       Name.  The name of the corporation is

                           NEW WALLACE CORPORATION (hereinafter called the
"Corporation").

                  2.       Address; Registered Agent.  The address of the
Corporation's registered office is 229 South State Street, City of
Dover, County of Kent, State of Delaware; and its registered agent
at such address is United States Corporation Company.

                  3.       Purposes.  The nature of the business and purposes
to be conducted or promoted by the Corporation are to engage in,
carry on and conduct any lawful act or activity for which
corporations may be organized under the General Corporation Law of
Delaware.

                  4.       Number of Shares.  The total number of shares of
stock which the Corporation shall have authority to issue is: one
thousand (1,000), all of which shall be shares of Common Stock of
the par value of One Dollar ($1.00) each.

                  5.       Fare and Address of Incorporator.  The name and
mailing address of the incorporator are: James L. Purcell, 345 Park
Avenue, New York, New York 10154.

                  6.       Election of Directors.  Members of the Board of
Directors may be elected either by written ballot or by voice vote.




                  7. Limitation of Liability. No director of the Corporation
shall be personally 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 Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. If the Delaware General
Corporation Law is hereafter amended to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.

                  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

                  8. Adoption, Amendment and/or Repeal of By-laws. The Board of
Directors may from time to time (after adoption by the undersigned of the
original by-laws of the Corporation) make, alter or repeal the by-laws of the
Corporation; provided, that any by-laws made, amended or repealed by the Board
of Directors may be amended or repealed, and any by-laws may be made, by the
stockholders of the Corporation.

         IN WITNESS WHEREOF, this Certificate has been signed on this


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6th day of October, 1986.


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