EXHIBIT  3.1(I)
ARTICLES  OF  INCORPORATION


                        CERTIFICATE  OF  INCORPORATION

                                   OF

                            OWL  CAPITAL  CORP.

             Under  Section  402  of  the  Business  Corporation  Law

IT  IS  HEREBY  CERTIFIED  THAT:

(1)   The  name  of  the  Corporation  is:

                            OWL  CAPITAL  CORP.

(2)   The purpose of the Corporation is  to engage in any lawful act or activity
for which corporations may be organized pursuant to the Business Corporation Law
of the  State of  New York.   The Corporation  is not  to engage  in any  act or
activity  requiring  any  consents  or  approval  by  law.

      For the  accomplishment  of the aforesaid  purposes,  and  in  furtherance
thereof,  the  Corporation  shall have,  and  may  exercise,  all of  the powers
conferred  by the Business Corporation Law  upon corporations formed thereunder,
subject to any limitations  contained in Article 2  of said law or in accordance
with  the  provisions  of  any  other  statute  of  the  State  of  New  York.

(3)   The number  of shares which  the Corporation shall  have the  authority to
issue  is  200  Shares  at  no  par  value.

(4)   The principal  office of the corporation  is to be located  in the Town of
Smithtown  County  of  Suffolk  State  of  New  York.

(5)   The  Secretary  of State is designed as agent of the Corporation upon whom
process  against  it  may  be  served.  The  post  office  address  to which the
Secretary  of  State  shall  mail  a copy of any process against the Corporation
served  upon  him  is:

                             c/o  Paul  Creditor,  Esq.
                                  350 Veterans Memorial Highway
                                  Commack,  NY  11725

The  undersigned  incorporator  is  of  the  age  of  eighteen  years  or older.

IN  WITNESS  WHEREOF,  this  certificate  has  been  subscribed this 25th day of
August,  1983 by the undersigned who affirms that the statements made herein are
true  under  the  penalties  of  perjury.


/s/  Dolores Dorsey                   500 Central Avenue, Albany, NY 12206
- -----------------------------         ------------------------------------
Dolores  Dorsey, Incorporator         Address