EXHIBIT 3.1

                                             ARTICLES OF INCORPORATION

                                                        OF

                                                THE SL GROUP, INC.


         FIRST:   The name of this corporation is:

                                                THE SL GROUP, INC.

         SECOND:  Its principal  office in the State of Nevada is located at 502
East John  Street,  Carson  City,  Nevada  89706.  The name and  address  of its
resident agent is CSC Services of Nevada, Inc., at the above address.

     THIRD:  The nature of the  business or objects or purposes  proposed may be
organized under the General Corporation Law of the State of Nevada.

     FOURTH:  The  total  authorized  capital  stock of the  corporation  is One
Thousand Five Hundred (1,500) Shares without Par Value.

         FIFTH:  The  governing  board  of this  corporation  shall  be known as
directors,  and the number of  directors  may from time to time be  increased or
decreased  in  such  manner  as  shall  be  provided  in  the  by-laws  of  this
corporation,  provided  that the number of  directors  shall not be reduced less
than one unless there is less than one stockholder.

The name and post office address of the first board of directors, which shall be
one in number, is as follows:

         NAME                                        POST OFFICE ADDRESS

John C. Dello-Iacono                     80 Orville Drive, Bohemia, NY 11716

     SIXTH: The capital stock,  after the amount of the  subscription  price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.

     SEVENTH:  The name and post office address of the incorporator  signing the
articles of incorporation is as follows:

         NAME                                        POST OFFICE ADDRESS

Sherry A. Reed                                       1013 Centre Road
                                                     Wilmington, DE 19805

         EIGHTH:   The corporation is to have perpetual existence.






         NINTH: In furtherance and not in limitation of the powers  conferred by
statue, the board of directors is expressly authorized,  subject to the by-laws,
if any, adopted by the shareholders,  to make, alter or amend the by-laws of the
corporation.

         TENTH:  Meetings of  stockholders  may be held  outside of the State of
Nevada at such  place or places  as may be  designated  from time to time by the
board of directors or in the by-laws of the corporation.

         ELEVENTH:  This corporation  reserves the right to amend, alter, change
or repeal any  provision  contained  in the  articles of  incorporation,  in the
manner now or hereafter  prescribed,  and all rights conferred upon stockholders
herein are granted subject to this reservation.

         I, THE UNDERSIGNED, being the sole incorporator herein before named for
the purpose of forming a corporation  pursuant to the General Corporation Law of
the State of Nevada,  do make and file these articles of  incorporation,  hereby
declaring and certifying  that the facts herein stated are true, and accordingly
have hereunto set my hand this twenty-first day of July, A.D. 1997.

                                                     /s/Sherry A. Reed
                                                   Sherry A. Reed, Incorporator






STATE OF DELAWARE        )
                                           SS
COUNTY OF NEW CASTLE )

         On this  twenty-first  day of  July,  A.D.,  1997,  before  me a Notary
Public,  personally  appeared,  Sherry A. Reed, who severally  acknowledged that
he/she executed the above instrument.

                                                     /s/Dawn J. Quinn
                                                     Notary Public


                                             CERTIFICATE OF ACCEPTANCE

                                                        OF

                                           APPOINTMENT OF RESIDENT AGENT

I. Lisa G.  Mulligan,  Authorized  Representative,  on behalf of CSC Services of
Nevada,  Inc.  Hereby accepts  appointment as Resident Agent of the  above-named
corporation.



/s/Lisa G. Mulligan                                  July 21, 1997
Authorized Representative