ARTICLES OF INCORPORATION OF


             ________________________________________


     The undersigned subscriber to these Articles of Incorporation, 
a natural person competent to contract, hereby forms a corporation 
under the laws of the State of ______________.

                        ARTICLE I - NAME

     The name of the corporation shall be:                        




                 ARTICLE II - NATURE OF BUSINESS 

     This corporation may engage in or transact any and all lawful 
activities or business permitted under the laws of the United States,
the State of _________, or any other state, county, territory or 
nation.
 

                  ARTICLE III - CAPITAL STOCK 

     The maximum number of shares of stock that this corporation is 
authorized to have outstanding at any one time is __________ shares
of common stock having a par value of $l.00 per share.
 

                     ARTICLE IV - ADDRESS 

     The street address of the initial registered office of the 
corporation shall be: 





and the name of the initial Registered Agent for the corporation 
at that address is:





                 ARTICLE V - SPECIAL PROVISIONS

     The stock of this corporation is intended to qualify under 
the requirements of Section 1244 of the Internal Revenue Code and 
the regulations issued thereunder.  Such actions as may be 
necessary shall be deemed to have been taken by the appropriate 
officers to accomplish this compliance. 


                 ARTICLE VI - TERM OF EXISTENCE 

     This corporation shall exist perpetually. 


             ARTICLE VII - LIMITATION OF LIABILITY 

     Each director, stockholder and officer, in consideration 
for his services, shall, in the absence of fraud, be indemnified, 
whether then in office or not, for the reasonable cost and 
expenses incurred by him in connection with the defense of, or 
for advice concerning any claim asserted or proceeding brought 
against him by reason of his being or having been a director,
stockholder or officer of the corporation or of any subsidiary 
of the corporation, whether or not wholly owned, to the maximum 
extent permitted by law.  The foregoing right of indemnification 
shall be inclusive of any other rights to which any director, 
stockholder or officer may be entitled as a matter of law.  


               ARTICLE VIII - SELF DEALING

     No contract or other transaction between the corporation
and other corporations, in the absence of fraud, shall be
affected or invalidated by the fact that any one or more of the
directors of the corporation is or are interested in a contract
or transaction, or are directors or officers of any other
corporation, and any director or directors, individually or
jointly, may be a party or parties to, or may be interested in
such contract, act or transaction, or in any way connected with
such person or person's firm or corporation, and each and every
person who may become a director of the corporation is hereby
relieved from any liability that might otherwise exist from this
contracting with the corporation for the benefit of himself or
any firm, association or corporation in which he may be in any
way interested.  Any director of the corporation may vote upon
any transaction with the corporation without regard to the fact
that he is also a director of such subsidiary or corporation. 

     This corporation shall have a minimum of ______ director(s).
The initial Board of Directors shall consist of: 









                  ARTICLE IX    INCORPORATOR 

     The name and address of the incorporator is: 

 


     IN WITNESS WHEREOF, the undersigned has hereunto set his
hand and seal on this _____day of ___________________, 19 _____.

                                   Incorporator:


                                   ______________________________

State of _____________ )
                       ) ss.
County of ____________ )

     The foregoing instrument was acknowledged by me this ______ 
day of _____________, 19 ____ by:_______________________________
who is/are personally known by me or who has/have produced:_____
________________ as identification and who did not take an oath.


                         ________________________________ (SEAL)
                         Notary Public 
                         State of
My Commission Expires:




                  DESIGNATION OF AND ACCEPTANCE 
                      BY REGISTERED AGENT 

     The following is submitted in compliance with the laws of
the State of ________________. 


                               ,
a corporation organizing under the laws of the State of 
_____________, with its principal office located at:                        


has named ___________________________________, whose address is 
_________________________________________, as its Agent to accept 
service of process within this State. 

                          ACCEPTANCE:

     I agree as Registered Agent to accept service of process;
to keep the office open during prescribed hours; to post my name
(and any other officers of said corporation authorized to accept
service of process at the above designated address) in some
conspicuous place in the office as required by law. 

                                   Registered Agent:


                                   _____________________________

State of _____________ )
                       ) ss.
County of ____________ )

     The foregoing instrument was acknowledged by me this ______ 
day of _____________, 19 ____ by:_______________________________
who is/are personally known by me or who has/have produced:_____
____________________ as identification and who did take an oath.


                         ________________________________ (SEAL)
                         Notary Public 
                         State of
My Commission Expires: