EXHIBIT 3.11

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  RSLPCO, INC.


                  The undersigned, in order to form a corporation for the
purpose hereinafter stated, under and pursuant to the provisions of the Delaware
General Corporation Law, hereby certifies that:

                   FIRST: The name of the Corporation is RSLPCO, INC.

                   SECOND: The registered office and registered agent of the
Corporation is The Corporation Trust Company, Corporation Trust Center, 1209
Orange Street, in the City of Wilmington, County of New Castle, State of
Delaware 19801.

                   THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.

                   FOURTH: The total number of shares of stock that the
corporation is authorized to issue is 3,000 shares of common stock, no par value
per share.

                   FIFTH: The name of the sole incorporator is Jeffrey M.
Shapiro, and his address is c/o Greenbaum, Rowe, Smith, Ravin, Davis & Himmel
LLP, Metro Corporate Campus One, 99 Wood Avenue South, P.O. Box 5600,
Woodbridge, New Jersey 07095.

                   SIXTH: The Board of Directors of the Corporation, acting by
majority vote, may adopt, amend or repeal the By-Laws of the Corporation.
Election of the directors need not be by written ballot.

                   SEVENTH: Except as otherwise provided by the Delaware General
Corporation Law as the same exists or may hereafter be amended, 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.
Any repeal or modification of this Article SEVENTH 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.

                   IN WITNESS WHEREOF, the undersigned has signed this
Certificate of Incorporation on October 16, 1998.


                                                       /s/ JEFFREY M. SHAPIRO  
                                                           Jeffrey M. Shapiro
                                                           Sole Incorporator