EXHIBIT 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                               CELERON CORPORATION

            1. The name of the corporation is: Celeron Corporation

            2. The address of its registered office in the State of Delaware is
100 West Tenth 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 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 ballot.

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

                                      L. M. Custis
                                      100 West Tenth 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 17th day of March, 1982.

                                                        /s/ L. M. Custis
                                                        -----------------------
                                                        L. M. Custis