CERTIFICATE OF TRUST
                                    OF
                         MERRY LAND CAPITAL TRUST

     THIS  Certificate  of Trust of Merry Land Capital Trust (the "Trust"),
dated as of September ___,  1999,  is  being duly executed and filed by the
undersigned,  as  trustee,  to form a business  trust  under  the  Delaware
Business Trust Act (12 DEL. C. Section 3801 ET SEQ.).

     1. NAME. The name of the  business  trust  formed hereby is Merry Land
Capital Trust.

     2. DELAWARE TRUSTEE. The name and business address  of  the trustee of
     the Trust with a principal place of business in the State  of Delaware
     is  William J. Reif, The Corporation Trust Company, Corporation  Trust
     Center, 1209 Orange Street, Wilmington, Delaware 19801.

     3. EFFECTIVE  DATE.  This Certificate of Trust shall be effective upon
     filing.

     IN WITNESS WHEREOF, the  undersigned,  being the trustee of the Trust,
has executed this Certificate of Trust as of the date first written above.

                         _____________________________________
                         William J. Reif, not in his individual capacity
                         but solely a trustee of the Trust


D:\America Online 4.0a\download\Certificate of Trust #1.wpd             REH