EXHIBIT 3.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                                GENCA CORPORATION

         1.       The name of the corporation is:

                                GENCA CORPORATION

         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 at issue is One Thousand (1,000) and the par value of each
of such shares is One Dollar ($1.00) amounting in the aggregate to One Thousand
Dollars ($1,000.00).

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

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

                                 T. L. Ford
                                 Corporation Trust Center
                                 1209 Orange Street
                                 Wilmington, Delaware 19801

         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 23rd day of February, 1988.

                                        /s/ T.L. Ford
                                        ------------------------------
                                        T. L. Ford