EXHIBIT 3.1

               CERTIFICATES FOR SHARES AND THEIR TRANSFER

        Section 1.	Certificates for Shares of Stock.  The shares of
capital stock of the Corporation may be in either certificated or
uncertificated form. With respect to certificated shares of stock,
certificates  representing shares of  stock  of  the  Corporation shall
be  in  such form as shall be determined by the  Board  of Directors.
Such certificates shall be signed by the President or a Vice President
and by the Secretary or an Assistant Secretary and sealed with the
corporate seal or a facsimile thereof. The signatures  of such
officers upon a certificate may be facsimiles if  the  certificate
is countersigned by a  transfer  agent,  or registered by a registrar,
other than the Corporation  itself  or one  of  its  employees.  All
certificates for shares shall be consecutively numbered or otherwise
identified.   The  name  and address of the person to whom the shares
represented thereby  are issued,  with  the number of shares and date
of issue,  shall  be entered  on  the  stock transfer books of the
Corporation.   With respect to certificated shares of stock, all
certificates surrendered to the Corporation for transfer shall be
cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or mutilated
certificate a new one may be issued therefore upon such terms and
indemnity to the  Corporation as the Board of Directors may prescribe.

        Section  2.      Transfer of Shares of Stock.  Transfer  of
shares  of  stock of the Corporation shall be made  only  on  the stock
transfer books of the Corporation, and in the case of certificated shares
of stock, by the holder of  record thereof or by his legal representative,
who shall furnish  proper evidence  of authority to transfer, or by his
attorney  thereunto authorized by power of attorney duly executed and
filed with the Secretary  of  the Corporation, and on surrender for
cancellation of  the  certificate for such shares; or, in the case of
uncertificated shares, upon receipt of proper transfer instructions from
the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with
the Secretary of the Corporation, and on compliance with appropriate
procedures for transferring shares in uncertificated form.  The person
in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes.