EXHIBIT 3.15

                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                         PACIFIC HILLS MANUFACTURING CO.


DOUGLAS M. HAYES and DOUGLAS B. SOLOMON certify that:

1.   They are the Chairman of the Board and the Secretary, respectively, of
     PACIFIC HILLS MANUFACTURING CO., a California corporation.

2.   The Articles of Incorporation of this corporation are restated to read as
     follows:

     FIRST: The name of this corporation is PACIFIC HILLS MANUFACTURING CO.

     SECOND: The existence of the corporation is perpetual.

     THIRD: The purpose of the corporation is to engage in any lawful act or
     activity for which a corporation may be organized under the General
     Corporation Law of California, other than the banking business, the trust
     company business or the practice of a profession permitted to be
     incorporated by the California Corporations Code.

     FOURTH: The total number of shares which the corporation is authorized to
     issue is 20,000, all of which are of one class and a par value of $.01
     each, and all of which are common shares. The Board of Directors of the
     corporation may issue any or all of the aforesaid authorized shares of the
     corporation from time to time for such consideration as it shall determine
     and may determine from time to time the amount of such consideration, if
     any, to be credited to paid-in surplus.

     FIFTH: In the interim between meetings of shareholders held for the
     election of directors or for the removal of one or more directors and the
     election of the replacement or replacements thereat, any vacancy which
     results by reason of the removal of a director or directors by the
     shareholders entitled to vote in an election of directors, and which has
     not been filled by said shareholders, may be filled by a majority of the
     directors then in office, whether or not less than a quorum, or by the sole
     remaining director, as the case may be.

     SIXTH: The liability of the directors of the corporation for monetary
     damages shall be eliminated to the fullest extent permissible under
     California law.

     SEVENTH: The corporation is authorized to provide indemnification of agents
     (as defined in Section 317 of the Corporations Code) for breach of duty to
     the corporation and its stockholders through bylaw provisions or through
     agreements with the agents, or both, in


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     excess of the indemnification otherwise permitted by Section 317 of the
     Corporations Code, subject to the limits on such excess indemnification set
     forth in Section 204 of the Corporations Code.

3.   The foregoing restatement of Articles of Incorporation has been duly
     approved by the Board of Directors alone pursuant to Section 910(b) of the
     Corporations Code.

We further declare under the penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

DATE:  May 11, 1999


                                                    /s/  Douglas M. Hayes
                                                    -------------------------
                                                    Douglas M. Hayes
                                                    Chairman of the Board


                                                    /s/  Douglas B. Solomon
                                                    -------------------------
                                                    Douglas B. Solomon
                                                    Secretary


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