UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C.  20549
                               
                           Form 10-Q
                   ________________________
                               
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
                               
         For the quarterly period ended March 31, 1997
                                        --------------
                              OR
                               
    [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934
                               
        For the transition period from ______ to ______
                               
                 Commission file number 1-8974
                                        ------

                       AlliedSignal Inc.
    ------------------------------------------------------
    (Exact name of registrant as specified in its charter)
                               
               Delaware                           22-2640650
  -------------------------------              --------------------
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)               Identification No.)

           101 Columbia Road
             P.O. Box 4000
          Morristown, New Jersey                       07962-2497
  ----------------------------------------             ----------
  (Address of principal executive offices)             (Zip Code)

                            (201)455-2000
         ----------------------------------------------------
         (Registrant's telephone number, including area code)
                               
                            NOT APPLICABLE
         ----------------------------------------------------
         (Former name, former address and former fiscal year,
                    if changed since last report)
                               
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

          YES     X                          NO 
              ---------                         ---------

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

                                                Outstanding at
Class of Common Stock                           March 31, 1997
- ---------------------                           ------------------
     $1 par value                               283,011,634 shares

                       AlliedSignal Inc.
                               
                             Index

                                                                  Page No.
                                                                  --------
Part I. -      Financial Information

        Item 1. Condensed Financial Statements:

            Consolidated Balance Sheet -
              March 31, 1997 and December 31, 1996                  3

            Consolidated Statement of Income -
                 Three Months Ended March 31, 1997 and 1996         4

            Consolidated Statement of Cash Flows -
                 Three Months Ended March 31, 1997 and 1996         5

            Notes to Financial Statements                           6

            Report on Review by Independent
                 Accountants                                        7

        Item 2. Management's Discussion and Analysis
                 of Financial Condition and
                 Results of Operations                              8

Part II.-      Other Information

        Item 4. Submission of Matters to a Vote of
                 Security Holders                                   12

        Item 6. Exhibits and Reports on Form 8-K                    13

Signatures                                                          14

                                     2

                       AlliedSignal Inc.
                  Consolidated Balance Sheet
                          (Unaudited)
 
                                             March 31,      December 31,
                                               1997             1996
                                            ------------    ------------
                                                (Dollars in millions)
ASSETS
Current Assets:
  Cash and cash equivalents                  $ 1,265          $ 1,465
  Short-term investments                         400              301
  Accounts and notes receivable - net
    (Note 2)                                   1,636            1,661
  Inventories - net (Note 3)                   2,050            1,946
  Other current assets                           444              466
                                             -------          -------
          Total current assets                 5,795            5,839
Investments and long-term receivables            446              473
Property, plant and equipment                  8,996            8,976
Accumulated depreciation and
  amortization                                (4,833)          (4,757)
Cost in excess of net assets of
  acquired companies - net                     1,400            1,418
Other assets                                     914              880
                                             -------          -------
  Total assets                               $12,718          $12,829
                                             =======          =======

LIABILITIES
Current Liabilities:
  Accounts payable                           $ 1,135          $ 1,187
  Short-term borrowings                           17               32
  Commercial paper                               516              470
  Current maturities of long-term debt           139              112
  Accrued liabilities                          1,749            1,895
                                             -------          -------
          Total current liabilities            3,556            3,696

Long-term debt                                 1,256            1,317
Deferred income taxes                            590              610
Postretirement benefit obligations
  other than pensions                          1,794            1,787
Other liabilities                              1,332            1,239

SHAREOWNERS' EQUITY
Capital - common stock issued                    358              358
        - additional paid-in capital           2,596            2,547
Common stock held in treasury, at cost        (2,093)          (1,953)
Cumulative translation adjustment                (78)               2
Unrealized holding gain on marketable
    securities                                     6               12
Retained earnings                              3,401            3,214
                                             -------          -------
          Total shareowners' equity            4,190            4,180
                                             -------          -------
  Total liabilities and shareowners' equity  $12,718          $12,829
                                             =======          =======

Notes to Financial Statements are an integral part of this statement.

                                     3

                       AlliedSignal Inc.
               Consolidated Statement of Income
                          (Unaudited)
                               
                                                  Three Months Ended
                                                       March 31
                                                ----------------------
                                                  1997          1996
                                              (Dollars in millions except
                                                  per share amounts)

Net sales                                       $3,327         $3,778
                                                ------         ------
Cost of goods sold                               2,605          3,012
Selling, general and
  administrative expenses                          365            401
                                                ------         ------
            Total costs and expenses             2,970          3,413
                                                ------         ------
Income from operations                             357            365
Equity in income of affiliated companies            41             27
Other income (expense)                              34             --
Interest and other financial charges               (42)           (50)
                                                -------        ------
Income before taxes on income                      390            342
Taxes on income                                    131            117
                                                ------         ------
Net income                                      $  259         $  225
                                                ======         ======
Earnings per share of common
  stock  (Note 5)                               $  .92         $  .80
                                                ======         ======
Cash dividends per share of
  common stock                                   $ .26          $.225
                                                ======         ======

Notes to Financial Statements are an integral part of this statement.

                                     4

                       AlliedSignal Inc.
             Consolidated Statement of Cash Flows
                          (Unaudited)
                               
                                                       Three Months Ended
                                                             March 31
                                                       -------------------
                                                          1997       1996
                                                          ----       ----
                                                      (Dollars in millions)
Cash flows from operating activities:
   Net income                                            $ 259      $ 225
   Adjustments to reconcile net income to net
     cash provided by operating activities:
     Depreciation and amortization (includes goodwill)     150        168
     Undistributed earnings of equity affiliates            (6)         4
     Deferred income taxes                                  15         14
     (Increase) in accounts and notes receivable            (6)       (77)
     (Increase) in inventories                            (126)      (129)
     Decrease (increase) in other current assets            19         (4)
     Increase (decrease) in accounts payable               (27)        21
     Increase (decrease) in accrued liabilities           (184)         1
     Other                                                  --       (167)
                                                         ------     ------
   Net cash provided by operating activities                94         56
                                                         ------     ------
Cash flows from investing activities:
   Expenditures for property, plant and equipment         (146)      (180)
   Proceeds from disposals of property, plant and
      equipment                                              6         55
   Decrease in other investments                             8         --
   (Increase) in other investments                          --         (3)
   Cash paid for acquisitions                               --        (41)
   Proceeds from sales of businesses                        --         59
   (Increase) in short-term investments                    (99)        --
                                                         ------     ------
   Net cash (used for) investing activities               (231)      (110)
                                                         ------     ------
Cash flows from financing activities:
   Net increase in commercial paper                         46        568
   Net (decrease) in short-term borrowings                 (14)      (315)
   Proceeds from issuance of preferred stock of subsidiary 112         --
   Proceeds from issuance of common stock                   68         62
   Proceeds from issuance of long-term debt                  8          5
   Payments of long-term debt                              (43)       (48)
   Repurchases of common stock                            (123)      (135)
   Cash dividends on common stock                          (72)       (65)
   Other                                                   (45)        --
                                                        ------      -----
   Net cash (used for) provided by
     financing activities                                  (63)        72
                                                        ------      -----
   Net increase (decrease) in cash and cash equivalents   (200)        18
   Cash and cash equivalents at beginning of year        1,465        540
                                                        ------      -----
   Cash and cash equivalents at end of period           $1,265      $ 558
                                                        ======      =====

Notes to Financial Statements are an integral part of this statement.

                                     5

                       AlliedSignal Inc.
                 Notes to Financial Statements
                          (Unaudited)
        (Dollars in millions except per share amounts)

Note 1.  In the opinion of management, the accompanying unaudited
consolidated financial statements reflect all adjustments, consisting
only of normal adjustments, necessary to present fairly the financial
position of AlliedSignal Inc. and its consolidated subsidiaries at
March 31, 1997 and the results of operations and cash flows for the three
months ended March 31, 1997 and 1996.  The results of operations for the
three-month period ended March 31, 1997 should not necessarily be taken
as indicative of the results of operations that may be expected for the
entire year 1997.

The financial information as of March 31, 1997 should be read in conjunction
with the financial statements contained in the Company's Form 10-K Annual
Report for 1996.

Note 2.  Accounts and notes receivable consist of the following:

                                          March 31,       December 31,
                                            1997             1996
                                         -----------      ------------
          Trade                            $1,293            $1,330
          Other                               376               362
                                           -------           -------
                                            1,669             1,692
          Less-Allowance for doubtful
          accounts and refunds                (33)              (31)
                                           -------           -------
                                           $1,636            $1,661
                                           =======           =======

Note 3.  Inventories are valued at the lower of cost or market using the
last-in, first-out (LIFO) method for certain qualifying domestic inventories
and the first-in, first-out (FIFO) or the average cost method for all
other inventories.

Inventories consist of the following:

                                             March 31,        December 31,
                                                1997             1996
                                           -------------      ------------
        Raw materials                        $  580             $  538
        Work in process                         831                762
        Finished products                       802                814
        Supplies and containers                  89                 88
                                             -------           --------
                                              2,302              2,202
        Less - Progress payments               (123)              (126)
               Reduction to LIFO cost basis    (129)              (130)
                                             -------           --------
                                             $2,050             $1,946
                                             =======           ========

Note 4.  In the first quarter 1997, a subsidiary of the Company issued
$112 million of preferred stock to third-party investors.  The preferred
stock is reflected as a minority interest included as part of Other
Liabilities in the Consolidated Balance Sheet.

Note 5.  Based on the weighted average number of shares outstanding during
each period, as follows:  1997, 283,497,683 shares, and 1996, 282,850,453
shares.  There is no material dilutive effect on earnings per share of
common stock due to common stock equivalents.

                                     6

          Report on Review by Independent Accountants
          -------------------------------------------

To the Board of Directors
of AlliedSignal Inc.

We have reviewed the accompanying consolidated balance sheet of AlliedSignal
Inc. and its subsidiaries as of March 31, 1997, and the consolidated
statements of income and of cash flows for the three-month periods ended
March 31, 1997 and 1996.  This financial information is the responsibility
of the Company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in scope than
an audit conducted in accordance with generally accepted auditing standards,
the objective of which is the expression of an opinion regarding the
financial statements taken as a whole.  Accordingly, we do not express such
an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the financial information referred to above for it to be
in conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1996, and the
related consolidated statements of income, of retained earnings, and of
cash flows for the year then ended (not presented herein); and in our
report dated January 31, 1997 we expressed an unqualified opinion on those
consolidated financial statements.  In our opinion, the information set
forth in the accompanying consolidated balance sheet information as of
December 31, 1996, is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.

Price Waterhouse LLP
4 Headquarters Plaza North
Morristown, NJ  07962

April 24, 1997

                                     7

                               
Item 2.            MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                ---------------------------------------------

     Results of Operations
     ---------------------
First Quarter 1997 Compared with First Quarter 1996
- ---------------------------------------------------

     Net sales in the first quarter of 1997 were $3.3 billion, a decrease
of $451 million, or 12%, compared with the first quarter of last year.
Net sales were lower reflecting the sale of the Company's automotive braking
business in April 1996. Excluding the braking business, net sales increased
$105 million, or 3%.  Of this increase, $185 million was due to higher
sales volume, mainly by the Aerospace segment.  The impact of foreign
exchange on the Automotive and Engineered Materials segments reduced 
sales by $47 million.  Selling prices were lower by $38 million, mainly 
for the Engineered Materials segment.

     Aerospace sales of $1,398 million in the first quarter of 1997
increased $98 million, or 8%, compared with the first quarter of last year.
Engines had significantly higher sales from aftermarket parts and repair 
and overhaul services, as well as higher shipments of original-equipment (OE)
auxiliary power units. Aerospace Equipment Systems' sales were slightly
higher, driven by continued aftermarket strength, and substantially higher
OE shipments of engine fuel controls, environmental control systems and
wheels and brakes, however, lower revenue from engineering services was a 
partial offset. Sales of Commercial Avionics Systems were moderately higher,
primarily due to strength in flight management and safety systems.
Electronic Systems' sales were substantially lower due to order delays. 
Government Services had significantly higher sales to NASA.

     Automotive sales of $927 million in the first quarter of 1997 were 
$549 million, or 37%, lower compared with the first quarter of 1996 
reflecting the disposition of the braking business.  Excluding the braking
business, Automotive's sales increased $7 million, or 1%.  Continued 
strength of the U.S. dollar negatively impacted sales growth by 3%.  
Turbocharger sales were significantly higher, primarily  reflecting the
continued preference by Europeans for turbocharged, diesel-powered cars.  
Truck Brake Systems sales in North America were slightly higher, benefiting 
from a strong aftermarket and high installation rates of anti-lock braking 
systems,  partially offset by decreasing medium- and heavy-duty truck 
production.  Sales of Filters & Spark Plugs were moderately higher.  Sales
for the Automotive Aftermarket businesses were moderately lower as a result 
of softening demand for passenger car and light truck replacement products.
Safety Restraints had a slight decline in sales mainly due to lower airbag 
sales in North America.  Friction Materials also had slightly lower sales.

     Engineered Materials sales of $1,001 million in the first quarter of 
1997 were $1 million lower compared with the first quarter of last year.  
Sales for Electronic Materials were significantly lower due to continued 
softness in the printed wiring board industry.  Specialty Chemicals sales 
increased slightly reflecting growing demand for chlorofluorocarbon (CFC)
replacement products.  Polymer sales were also slightly higher due to 
significantly greater demand for engineered plastics, partially offset by
lower prices in the polyester business.

                                     8

     Cost of goods sold as a percent of net sales decreased from 79.7% in 
the first quarter of 1996 to 78.3% in the first quarter of 1997 due to the 
divestiture of the braking business and productivity programs to lower 
manufacturing and material costs.

     Selling, general and administrative (SG&A) expenses decreased in the 
first quarter of 1997 by $36 million, or 9%, compared with the same quarter
last year reflecting the divestiture of the braking business and 
Company-wide efforts to reduce travel and other costs.  SG&A expenses as a 
percent of net sales, however, were slightly higher.  Excluding the
divested braking business, SG&A expenses as a percent of net sales were
lower.

     Income from operations of $357 million in the first quarter of 1997 
decreased by $8 million, or 2%, compared with last year's first quarter.  
Aerospace income from operations increased 36%, but Engineered Materials 
and Automotive income from operations were 15% and 34% lower than last year,
respectively.  Excluding the divested braking business, Automotive income 
from operations improved by 8% and income from operations for the Company 
improved by 12%.  The Company's operating margin for the first quarter of 
1997 was 10.7%, significantly higher compared with 9.7% for the same period
last year.  See the discussion of net income below for information by segment.

     Productivity (the constant dollar basis relationship of sales to costs)
improved by 6.4% compared with the first quarter of 1996 reflecting 
initiatives to lower costs and as a result of the sale of the higher-cost 
braking business.

     Equity in income of affiliated companies of $41 million increased by 
$14 million, or 52%, compared with last year mainly due to substantially 
higher earnings from the UOP process technology joint venture (UOP).

     Other income (expense), $34 million income in the first quarter of 
1997, improved by $34 million compared with the same quarter last year 
mainly due to increased interest income (included in the Corporate and 
Unallocated segment) primarily reflecting the investment of cash received 
from the sale of the braking business.  In addition, higher foreign 
exchange gains were recorded in the first quarter of 1997.

     Interest and other financial charges of $42 million in the first 
quarter of 1997 decreased by $8 million, or 16%, from the prior year's 
first quarter reflecting lower levels of short-term debt.

     Net income of $259 million, or $0.92 per share, in the first quarter 
of 1997 was 15% higher than last year's net income of $225 million, or 
$0.80 per share.

     Aerospace net income improved to $99 million from $71 million, an 
increase of $28 million, or 39%, compared with the same quarter last year.  
Engines had substantially stronger earnings due to higher sales and a 
favorable mix of higher margin aftermarket sales.  Income from Aerospace 
Equipment Systems was also higher and Government Services was flat with
last year, however, earnings for Commercial Avionics Systems and Electronic
Systems were lower.  Commercial Avionics Systems earnings were adversely 
affected by costs associated with the relocation and consolidation of 
manufacturing facilities.

                                     9

     Automotive net income declined to $52 million from $72 million in the 
prior year, a $20 million, or 28% decrease.  The decrease reflects the 
absence of net income from the disposed braking business.  Excluding the 
braking business, Automotive's net income increased $5 million, or 11%.  
Turbochargers had substantially higher net income due to increased sales and
significant productivity improvements.  Net income also increased for the 
Automotive Aftermarket businesses despite lower sales reflecting a more 
favorable product mix and continued efforts to reduce costs. Earnings for 
Safety Restraints and Friction Materials were flat with last year.
Truck Brake Systems' net income was also flat due to weakness in the 
European market.  Filters & Spark Plugs had lower income.

     Engineered Materials net income decreased to $108 million from $109 
million in the first quarter of 1996, a $1 million decrease.  Polymers had 
substantially lower income due to weak pricing in the polyester business 
and higher raw material costs in the nylon business.  Specialty Chemicals 
had substantially higher earnings, driven by UOP, as the petrochemical and
refining industries continued to be strong worldwide, as well as by 
significant improvements for fluorine products and Riedel-de Haen.  
Electronic Materials had slightly higher income.

     In the second quarter of 1996 the Company recorded a pretax charge of 
$277 million related to the costs of actions to reposition some of its major
business units.  Actions are proceeding to consolidate manufacturing 
facilities, rationalize manufacturing capacity and optimize operational 
capabilities. Certain planned actions have been modified in response to
recent increases in production forecasts of aerospace original equipment 
manufacturers.  Upon completion, the repositioning actions are currently 
expected to generate additional annual income from operations of 
approximately $170 million.

     Financial Condition
     -------------------
March 31, 1997 Compared with December 31, 1996
- ----------------------------------------------

     On March 31, 1997 the Company had $1,665 million in cash and cash 
equivalents and short-term investments, compared with $1,766 million at 
year-end 1996.  The current ratio at March 31, 1997 was 1.6X, the same as 
at year-end 1996.

     The Company's long-term debt on March 31, 1997 was $1,256 million, a 
reduction of $61 million compared with year-end 1996.  Total debt of $1,928
million on March 31, 1997 was $3 million lower than at year-end.  The 
Company's total debt as a percent of capital at March 31, 1997 was 29.5%, 
the same as at year-end 1996.  During the first three months of 1997, the
Company received $112 million from the issuance of preferred stock by a 
subsidiary.

     During the first three months of 1997, the Company spent $146 million 
for capital expenditures, compared with $180 million in the corresponding 
period in 1996.  The decrease of $34 million in capital expenditures relates
to the divestiture of the braking business.  Spending for the 1997 
three-month period was as follows:  aerospace-$34 million; automotive-$33
million; engineered materials-$69 million, and corporate-$10 million.

                                     10

     During the first three months of 1997, the Company repurchased 2.5 
million shares of common stock for $180 million.  Common stock is 
repurchased to meet the expected requirements for shares issued under 
employee benefit plans and a shareowner dividend reinvestment plan. At 
March 31, 1997, the Company was authorized to repurchase 48.7 million shares
of common stock.

     The Company continuously assesses the relative strength of its 
portfolio of businesses as to strategic fit, market position and profit 
contribution in order to upgrade its combined portfolio and identify 
operating units that will most benefit from increased investment.  The 
Company considers acquisition candidates that will further its strategic 
plan and strengthen its existing core businesses.  The Company also
identifies operating units that do not fit into its long term strategic plan
based on their market position, relative profitability or otherwise.  These
operating units are considered for potential divestiture, restructuring or
other action.

Review by Independent Accountants
- ---------------------------------

     The "Independent Accountants' Report" included herein is not a "report"
or "part of a Registration Statement" prepared or certified by an 
independent accountant within the meanings of Section 7 and 11 of the 
Securities Act of 1933, and the accountants' Section 11 liability does not
extend to such report.

                                     11

                  PART II.  OTHER INFORMATION

Item 4.   Submission of Matters to a Vote of Security Holders

               At the Annual Meeting of Shareowners of the Company held
     on April 28, 1997, the following matters set forth in the Company's
     Proxy Statement dated March 17, 1997, which was filed with the
     Securities and Exchange Commission pursuant to Regulation 14A under
     the Securities Exchange Act of 1934, were voted upon with the
     results indicated below.
     
               (1)  The nominees listed below were elected directors for
     a three-year term ending in 2000 with the respective votes set forth
     opposite their names:

                                            FOR                 WITHHELD

          Lawrence A. Bossidy           217,887,242            3,652,138

          Ann M. Fudge                  218,023,945            3,515,435

          Robert C. Winters             217,476,734            4,062,646

          Henry T. Yang                 218,412,982            3,126,398

                The nominee listed below was elected director for
     a two-year term ending in 1999 with the votes set forth
     opposite his name:

          Paul X. Kelley                217,753,722            3,785,658

              (2)  A proposal seeking approval of an amendment to the
     Company's Restated Certificate of Incorporation to increase
     the number of authorized common shares of the Company
     from 500 million to 1 billion was approved, with
     196,153,859 votes cast FOR, 23,094,621 votes cast AGAINST,
     2,288,699 abstentions and 2,201 broker non-votes;

               (3)  A proposal seeking approval of the appointment of
     Price Waterhouse LLP as independent accountants for 1997 was
     approved, with 218,184,601 votes cast FOR, 1,869,236 votes cast
     AGAINST and 1,485,543 abstentions;

               (4)  A shareowner proposal regarding director independence
     was not approved, with 27,866,807 votes cast FOR,
     167,212,228 votes cast AGAINST, 4,437,463 abstentions and
     22,022,882 broker non-votes;

                                     12

     
     
               (5)  A shareowner proposal recommending that steps be
     taken to elect the directors annually was not approved, with
     86,284,605 votes cast FOR, 109,317,682 votes cast AGAINST,
     3,914,211 abstentions and 22,022,882 broker non-votes.

Item 6.   Exhibits and Reports on Form 8-K

               (a)  Exhibits.  The following exhibits are filed with this
         Form 10-Q:

                 3(i)   Restated Certificate of Incorporation

                 15     Independent Accountants' Acknowledgment Letter
                        as to the incorporation of their report relating
                        to unaudited interim financial statements

                 27     Financial Data Schedule

               (b)  Reports on Form 8-K.  During the three months ended
         March 31, 1997, reports on Form 8-K were filed on January 15,
         February 20 and March 18, in each case reporting, under Item 9,
         unregistered sales of the Company's Common Stock in reliance on
         Regulation S under the Securities Act.

                                     13

                          SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.
     
                                               AlliedSignal Inc.

Date:  May 13, 1997                        By: /s/ Nancy A. Garvey
                                               -------------------
                                               Nancy A. Garvey
                                               Vice President and Controller
                                               (on behalf of the Registrant
                                               and as the Registrant's
                                               Principal Accounting Officer)

                                     14

                         EXHIBIT INDEX

Exhibit Number                                  Description

    2                                Omitted (Inapplicable)
 
    3(i)                             Restated Certification of Incorporation

    4                                Omitted (Inapplicable)

    10                               Omitted (Inapplicable)

    11                               Omitted (Inapplicable)

    15                               Independent Accountants'
                                       Acknowledgment Letter as to
                                       the incorporation of their
                                       report relating to unaudited
                                       interim financial statements

    18                               Omitted (Inapplicable)

    19                               Omitted (Inapplicable)

    22                               Omitted (Inapplicable)

    23                               Omitted (Inapplicable)

    24                               Omitted (Inapplicable)

    27                               Financial Data Schedule

    99                               Omitted (Inapplicable)

                                     15

                                                       [Conformed]

                              Restated
                    Certificate of Incorporation
                                 of
                          AlliedSignal Inc.

As filed with the Secretary of State
of the State of Delaware
on April 28, 1997

- --------------------------------------------------------------------------

                Restated Certificate of Incorporation
                                 of
                          AlliedSignal Inc.

     AlliedSignal Inc., which was originally incorporated in the
State of Delaware on May 13, 1985 under the name of East/West Newco
Corporation, hereby certifies that this Restated Certificate of
Incorporation was duly adopted in accordance with the provisions of
Section 245 of the General Corporation Law of the State of Delaware,
this Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the
corporation's certificate of incorporation as theretofore amended,
and there is no discrepancy between those provisions and the
provisions of this Restated Certificate of Incorporation. The text of
the certificate of incorporation as heretofore amended is hereby
restated to read in its entirety as follows:

     FIRST:  The name of the corporation is AlliedSignal Inc.
     
     SECOND:  The address of the registered office of the corporation
in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at
that address is The Corporation Trust Company.
     
     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 the State of Delaware as set forth in
Title 8 of the Delaware Code.
     
     FOURTH:  The total number of shares of stock which the
corporation shall have authority to issue is 1,020,000,000
[520,000,000 - amended 4/28/97] shares of which 1,000,000,000
[500,000,000 - amended 4/28/97] shares shall be Common Stock, par
value $1.00 per share ("Common Shares"), and 20,000,000 shares shall
be Preferred Stock, without par value ("Preferred Stock").

     I.  Series A Preferred Shares, Series C Preferred Shares, Series
D Preferred Shares, Series F Preferred Shares, and Series G Preferred
Shares

     The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof for the Series A
Preferred Shares, the Series C Preferred Shares, the Series D
Preferred Shares, the Series F Preferred Shares and the Series G
Preferred Shares are as follows (certain capitalized terms being
herein used as defined in Clause I.(14) below):

     (1)  Number of shares.  51,250 shares of the Preferred Stock
shall be Series A Preferred Shares, 3,593,281 shares of the Preferred
Stock shall be Series C Preferred Shares, 984,089 shares of the
Preferred Stock shall be Series D Preferred Shares, 2,755,173 shares
of the Preferred Stock shall be Series F Preferred Shares, and 24,929
shares of the Preferred Stock shall be Series G Preferred Shares.
     
     (2)  Designation of Shares.  The Series A Preferred Shares shall
be designated as the $91.25 Series A Cumulative Preferred Shares
("Series A Shares"), without par value, of the corporation, the
Series C Preferred Shares shall be designated as the $6.74 Series C
Cumulative Convertible Preferred Shares ("Series C Shares"), without
par value, of the corporation, the Series D Preferred Shares shall be
designated as the $12 Series D Cumulative Convertible Preferred
Shares ("Series D Shares"), without par value, of the corporation,
the Series F Preferred Shares shall be designated as the Adjustable
Rate Series F Cumulative Preferred Shares ("Series F Shares"),
without par value, of the corporation, and the Series G Preferred
Shares shall be designated as the $86.25 Series G Cumulative
Preferred Shares ("Series G Shares"), without par value, of the
corporation.
     
     (3)  Dividends.  The dividend rate on the Series A Shares shall
be $91.25 per share per annum, the dividend rate on the Series C
Shares shall be $1.685 per share for the quarterly payment due on
November 15, 1985, and the dividend rate on the Series C Shares shall
thereafter be $6.74 per share per annum, the dividend rate on the
Series D Shares shall be $3 per share for the quarterly payment due
on December 1, 1985, and the dividend rate on the Series D Shares
shall thereafter be $12 per share per annum, the dividend rate per
share on the Series F Shares shall be computed for each dividend
period by multiplying $100 by the Applicable Rate for such period and
dividing the result by four; provided, however, that the amount of
dividends payable for any period shorter than a full dividend period
shall be computed on the basis of a 360-day year consisting of twelve
30-day months and the actual number of days elapsed in such period,
and the dividend rate on the Series G Shares shall be $86.25 per
share per annum.  The Applicable Rate on the Series F Shares with
respect to each dividend period shall be calculated as promptly as
practicable by the corporation in accordance with the provisions of
this Article FOURTH, and the mathematical accuracy of each such
calculation shall be confirmed in writing by independent accountants
of recognized standing. The corporation shall cause notice of each
Applicable Rate to be enclosed with the dividend payment checks next
mailed to the holders of the Series F Shares. Dividends on the Series
A Shares, on the Series C Shares, on the Series D Shares, on the
Series F Shares and on the Series G Shares shall be fully cumulative
and shall accrue, without interest, in the case of the Series A
Shares from October 15, 1985, Series C Shares from September 19,
1985, Series D Shares from September 19, 1985, Series F Shares from
September 30, 1985, and Series G Shares from October 15, 1985 and
shall be payable quarterly, when and as declared by the Board of
Directors out of funds legally available for the payment of
dividends, (i) on the 15th day of January, April, July and October in
each year, commencing January 15, 1986, for the Series A Shares, (ii)
on the 15th day of February, May, August and November in each year,
commencing on November 15, 1985, for the Series C Shares, (iii) on
the 1st day of March, June, September and December in each year,
commencing on December 1, 1985, for the Series D Shares, (iv) on the
last day of March, June, September and December in each year,
commencing on December 31, 1985, for the Series F Shares, and (v) on
the 15th day of January, April, July and October in each year,
commencing on January 15, 1986, for the Series G Shares. Holders of
Series A Shares, holders of Series C Shares, holders of Series D
Shares, holders of Series F Shares and holders of Series G Shares
shall be entitled to receive such dividends in preference to and in
priority over dividends upon the Common Shares and all Junior Shares.
The Series A Shares, the Series C Shares, the Series D Shares, the
Series F Shares and the Series G Shares shall be on a parity as to
dividends with each other and with all Parity Shares.  The Series A
Shares, the Series C Shares, the Series D Shares, the Series F
Shares, the Series G Shares and Parity Shares shall be junior as to
dividends to all Senior Shares. The holders of the Series A Shares,
the holders of the Series C Shares, the holders of the Series D
Shares, the holders of the Series F Shares and the holders of the
Series G Shares shall not be entitled to any dividends other than the
cash dividends provided for in this Clause.

     If at any time the corporation has failed to pay accrued
dividends on any Series A Shares, any Series C Shares, any Series D
Shares, any Series F Shares, any Series G Shares or any Parity Shares
at the time outstanding at the times such dividends are payable, the
corporation shall not (i) declare or pay any dividend on the Common
Shares or on any Junior Shares or make any payment on account of, or
set apart money for a sinking or other analogous fund for, the
purchase, redemption or other retirement of, any Common Shares or any
Junior Shares or make any distribution in respect thereof, either
directly or indirectly and whether in cash or property or in
obligations or shares of the corporation (other than in Common Shares
or Junior Shares), (ii) purchase any Series A Shares, Series C
Shares, Series D Shares, Series F Shares, Series G Shares or Parity
Shares or redeem (by way of sinking fund retirement pursuant to
Clause (5) below or otherwise) fewer than all of the Series A Shares,
Series C Shares, Series D Shares, Series F Shares, Series G Shares
and Parity Shares then outstanding, or (iii) permit any corporation
or other entity directly or indirectly controlled by the corporation
to purchase any Senior Shares, Common Shares, Junior Shares, Series A
Shares, Series C Shares, Series D Shares, Series F Shares, Series G
Shares or Parity Shares. Unless and until all dividends accrued but
unpaid on the Series A Shares, Series C Shares, Series D Shares,
Series F Shares, Series G Shares and any Parity Shares at the time
outstanding at the time such dividends are payable have been paid in
full, all dividends declared by the corporation upon such Series A
Shares, Series C Shares, Series D Shares, Series F Shares, Series G
Shares or Parity Shares shall be declared pro rata with respect to
all Series A Shares, Series C Shares, Series D Shares, Series F
Shares, Series G Shares and Parity Shares then outstanding, so that
the amounts of any dividends declared on the Series A Shares, the
Series C Shares, the Series D Shares, the Series F Shares, the Series
G Shares and such Parity Shares shall in all cases bear to each other
the same ratio that, at the time of such declaration, all accrued but
unpaid dividends on the Series A Shares, the Series C Shares, the
Series D Shares, the Series F Shares, the Series G Shares and such
Parity Shares, respectively, bear to each other.

     (4)  Optional Redemptions. A. Subject to the restrictions in
Clause I.(3) above and Clauses I.(6) and I.(8) below, the Series A
Shares shall be redeemable at the option of the corporation at any
time, as a whole or from time to time in part, at the following
redemption prices per share if redeemed during the 12-month period
ending July 15,

                     Redemption                          Redemption
   Year              Price          Year                 Price
                                                                          
   1986  ........... $1,062.43      1993   ............  $1,028.82
   1987  ...........  1,057.63      1994   ............   1,024.01
   1988  ...........  1,052.83      1995   ............   1,019.21
   1989  ...........  1,048.03      1996   ............   1,014.41
   1990  ...........  1,043.22      1997   ............   1,009.61
   1991  ...........  1,038.42      1998   ............   1,004.80
   1992  ...........  1,033.62

and at $1,000 per share if redeemed at any time after July 15, 1998,
plus, in each case, an amount equal to the dividends accrued and
unpaid thereon to the redemption date.

     B.  Subject to the restrictions in Clause I.(3) above and Clause
I.(6) below, the Series C Shares shall be redeemable at the option of
the corporation at any time after August 14, 1986, as a whole or from
time to time in part, at the following redemption prices per share if
redeemed during the 12-month period ending August 15,

                                           Redemption
             Year                          Price
                                           
             1987     ....................  $57.00
             1988     ....................   56.50
             1989     ....................   56.00
             1990     ....................   55.50

and at $55 per share if redeemed at any time after August 15, 1990,
plus, in each case, an amount equal to the dividends accrued and
unpaid thereon to the redemption date.

     C.  Subject to the restrictions in Clause I.(3) above and Clause
I.(6) below, the Series D Shares shall be redeemable at the option of
the corporation at any time after October 27, 1986, as a whole or
from time to time in part, at $100 per share, plus, in each case, an
amount equal to the dividends accrued and unpaid thereon to the
redemption date.

     D.  Subject to the restrictions in Clause I.(3) above and Clause
I.(6) below, the Series F Shares shall be redeemable at the option of
the corporation at any time after January 31, 1986, as a whole or
from time to time in part, at $100 per share, plus, in each case, an
amount equal to the dividends accrued and unpaid thereon to the
redemption date.

     E.  Subject to the restrictions in Clause I.(3) above and
Clauses I.(6) and I.(8) below, the Series G Shares shall be
redeemable at the option of the corporation at any time, as a whole
or from time to time in part, at the following redemption prices per
share if redeemed during the 12-month period ending July 15,

                                          Redemption
        Year                              Price
                                          
        1986        ....................   $1,028.75
        1987        ....................    1,019.17
        1988        ....................    1,009.58

and at $1,000 per share if redeemed after July 15, 1988, plus, in
each case, an amount equal to the dividends accrued and unpaid
thereon to the redemption date.

     (5)  Required Redemptions.  A. Subject to the restrictions in
Clause I.(3) above, as a sinking fund for the retirement of Series A
Shares, but only to the extent of assets of the corporation legally
available therefor, the corporation (i) on July 15, 1989, and on each
July 15 thereafter (so long as any of the Series A Shares are
outstanding) to and including July 15, 1998, shall redeem 18,200 of
the Series A Shares (or the number of the Series A Shares then
outstanding if less than 18,200) and (ii) on July 15, 1999, if any of
the Series A Shares remain outstanding, shall redeem all the Series A
Shares then outstanding, in each case at a price of $1,000 per share,
plus an amount equal to the dividends accrued and unpaid thereon to
the redemption date. No redemption of Series A Shares pursuant to
Clause I.(4) above or Clause I.(7) below, nor any purchase or other
acquisition of any Series A Shares by the corporation, shall
constitute a retirement of Series A Shares in lieu of, or as a credit
against, any sinking fund retirement required by this Clause I.(5)A.

     B. Subject to the restrictions in Clause I.(3) above, as a
sinking fund for the retirement of Series C Shares, but only to the
extent of assets of the corporation legally available therefor, the
corporation on August 15, 1991, and on each August 15 thereafter (so
long as any of the Series C Shares are outstanding) (such dates being
hereafter referred to as "Series C Sinking Fund Dates") shall redeem
148,821 of the Series C Shares (or the number of the Series C Shares
then outstanding if less than 148,821), in each case at a price of
$55 per share, plus an amount equal to the dividends accrued and
unpaid thereon to the redemption date.  No redemption of Series C
Shares pursuant to Clause I.(4) above shall constitute a retirement
of Series C Shares in lieu of, or as a credit against, any sinking
fund retirement required by this Clause I.(5)B; provided, however,
that the corporation shall be entitled to credit against the number
of shares required to be redeemed on any Series C Sinking Fund Date
Series C Shares otherwise acquired by the corporation in any manner
whatsoever after August 14, 1986 and not previously credited against
any such redemption.

     C.  Subject to the restrictions in Clause I.(3) above, as a
sinking fund for the retirement of Series D Shares, but only to the
extent of assets of the corporation legally available therefor, the
corporation on September 1, 1991, and on each September 1 thereafter
to and including September 1, 2020 (so long as any of the Series D
Shares are outstanding) (such dates being hereafter referred to as
"Series D Sinking Fund Dates") shall redeem 40,444 of the Series D
Shares (or the number of the Series D Shares then outstanding, if
less than 40,444) in each of the years 1991 through 2010, and 80,889
of the Series D Shares (or the number of the Series D Shares then
outstanding, if less than 80,889) in each of the years 2011 through
2020, in each case at a price of $100 per share, plus an amount equal
to the dividends accrued and unpaid thereon to the redemption date.
The corporation shall be entitled to credit against the number of
shares required to be redeemed on any Series D Sinking Fund Date
Series D Shares otherwise acquired by the corporation in any manner
whatsoever and not previously credited against any such redemption.

     D.  Subject to the restrictions in Clause I.(3) above, as a
sinking fund for the retirement of Series G Shares, but only to the
extent of assets of the corporation legally available therefor, the
corporation on each of July 15, 1986 and July 15, 1987 shall redeem
9,067 of the Series G Shares and on July 15, 1988 shall redeem 6,795
of the Series G Shares (or, in each case, the number of the Series G
Shares then outstanding if less than the number indicated to be
redeemed), in each case by delivery of Common Shares equal to (i)
$1,000 multiplied by the number of Series G Shares being redeemed,
divided by (ii) 0.95 multiplied by the valuation price of a Common
Share on the sixth business day before the date of redemption, plus
an amount in cash equal to the dividends accrued and unpaid on the
Series G Shares being redeemed to the redemption date.  Cash shall be
paid in lieu of fractional Common Shares. In the event Common Shares
are no longer held by the public on any date of redemption, subject
to the restrictions contained in this Clause I.(5)D, the corporation
shall redeem on such dates the aforesaid number of Series G Shares,
in each case at a price of $1,000 per share, plus an amount equal to
the dividends accrued and unpaid thereon to the redemption date. No
redemption of Series G Shares pursuant to Clause I.(4) above or
Clause I.(7) below nor any purchase or acquisition of any Series G
Shares by the corporation shall constitute a retirement of Series G
Shares in lieu of, or as a credit against any sinking fund retirement
required by this Clause I.(5)D.

     For the purpose of this Clause I.(5)D, the valuation price of a
Common Share shall be the mean of the high and low prices of a Common
Share as reported on the New York Stock Exchange composite tape or,
if the Common Shares are not listed or admitted to trading on such
exchange, on the principal national securities exchange on which the
Common Shares are listed or admitted to trading, or if the Common
Shares are not listed or admitted to trading on any national
securities exchange, the average of the highest reported bid and
lowest reported asked prices as furnished by the National Association
of Securities Dealers, Inc. through NASDAQ or a similar organization
if NASDAQ is no longer reporting such information.  If on any such
date the Common Shares are not quoted by any such organization, the
fair value of such Common Shares on such date, as determined by the
Board of Directors, shall be used.

     (6)  Provisions Applicable to Redemptions. Not less than thirty
(30) nor more than sixty (60) days prior to the date fixed for any
redemption of Series A Shares, Series C Shares, Series D Shares,
Series F Shares or Series G Shares pursuant to Clause I.(4) above or
Clause I.(7) below, a notice specifying the time and place of such
redemption and the number of shares to be redeemed shall be given by
first class mail, postage prepaid, to the holders of record of the
Series A Shares, Series C Shares, Series D Shares, Series F Shares or
Series G Shares to be redeemed at their respective addresses as the
same shall appear on the books of the corporation, but no failure to
mail such notice or any defect therein or in the mailing thereof
shall affect the validity of the proceedings for redemption. Any
notice which was mailed in the manner herein provided shall be
conclusively presumed to have been duly given whether or not the
holder receives the notice.

     Unless the corporation shall fail to pay, upon surrender of the
certificates evidencing the shares to be redeemed, the redemption
price of any Series A Shares, Series C Shares, Series D Shares,
Series F Shares or Series G Shares called for redemption as provided
herein, from and after the date fixed for the redemption of such
Series A Shares, Series C Shares, Series D Shares, Series F Shares or
Series G Shares by the corporation, dividends shall cease to accrue
on the Series A Shares, Series C Shares, Series D Shares, Series F
Shares or Series G Shares to be redeemed and the holders of such
shares shall cease to be stockholders with respect to such shares and
shall have no interest in or claims against the corporation by virtue
thereof and shall have no voting or other rights, including, in the
case of the Series C Shares and Series D Shares, the right to convert
such shares into Common Shares pursuant to Clause I.(11) below, with
respect to such shares, except the right to receive the moneys
payable upon such redemption from the corporation, without interest
thereon, upon surrender (and endorsement, if required by the
corporation) of their certificates, and the shares evidenced thereby
shall no longer be deemed to be outstanding.

     The obligations of the corporation to make sinking fund
retirements of Series A Shares, Series C Shares, Series D Shares and
Series G Shares annually, pursuant to Clause I.(5) above, shall be
cumulative and, if at any time any sinking fund retirement required
by Clause I.(5) above shall be in arrears, the corporation shall not
(i) declare or pay any dividend on the Common Shares or on any Junior
Shares or make any payment on account of, or set apart money for a
sinking or other analogous fund for, the purchase, redemption or
other retirement of any Common Shares or any Junior Shares or make
any distribution in respect thereof, either directly or indirectly
and whether in cash or property or in obligations or shares of the
corporation (other than in Common Shares or Junior Shares), (ii)
purchase any Senior Shares, Series A Shares, Series C Shares, Series
D Shares, Series F Shares, Series G Shares or Parity Shares or redeem
any such shares except for required sinking fund retirements pursuant
to Clause I.(5) above or required sinking fund retirements under the
provisions of this Certificate of Incorporation applicable to Parity
Shares or Senior Shares, or (iii) permit any corporation or other
entity directly or indirectly controlled by the corporation to
purchase any Common Shares, Junior Shares, Series A Shares, Series C
Shares, Series D Shares, Series F Shares, Series G Shares, Parity
Shares or Senior Shares, provided that so long as any such required
sinking fund retirement with respect to the Series A Shares, Series C
Shares, Series D Shares, Series G Shares or any Parity Shares shall
be in arrears, all payments on account of such required sinking fund
retirements shall be made pro rata with respect to all Series A
Shares, Series C Shares, Series D Shares, Series G Shares and Parity
Shares then outstanding, so that the amount of such payments shall in
all cases bear to each other the same ratio that the respective
amounts which would be necessary to discharge in full all such
required sinking fund retirements in arrears bear to each other.

     (7)  Additional Optional Redemptions. Subject to the
restrictions in Clauses I.(3) and I.(6) above and Clause I.(8) below,
the corporation may, at its option, (i) on July 15, 1986, and on each
July 15 thereafter, redeem, in addition to the number of Series A
Shares or Series G Shares, respectively, then to be retired for the
sinking funds pursuant to Clause I.(5) above, an additional number of
Series A Shares or Series G Shares equal to the number of Series A
Shares or Series G Shares, respectively, required to be retired for
such sinking funds on such date pursuant to the applicable provisions
of such Clause I.(5), in each case at a price of $1,000 per share
plus an amount equal to the dividends accrued and unpaid thereon to
the redemption date, (ii) on August 15, 1991, and on each August 15
thereafter, redeem, in addition to the number of Series C Shares then
to be retired for the sinking fund pursuant to Clause I.(5) above, an
additional number of Series C Shares equal to the number of Series C
Shares required to be retired for such sinking fund on such date
pursuant to the applicable provisions of such Clause I.(5), in each
case at a price of $55 per share, plus an amount equal to the
dividends accrued and unpaid thereon to the redemption date, and
(iii) on September 1, 1991 and on each September 1 thereafter,
redeem, in addition to the number of Series D Shares then to be
retired for the sinking fund pursuant to Clause I.(5) above, an
additional number of Series D Shares equal to the number of Series D
Shares required to be retired for such sinking fund on such date
pursuant to the applicable provisions of such Clause I.(5), in each
case at a price of $100 per share, plus an amount equal to the
dividends accrued and unpaid thereon to the redemption date, each of
which options shall be non-cumulative.

     (8)  Refunding Restriction. A.  Prior to July 15, 1989 no Series
A Shares shall be redeemed pursuant to Clause I.(4) or Clause I.(7)
above if such redemption is part of or in anticipation of any
refunding operation involving the application, directly or
indirectly, of borrowed funds or the proceeds of the issue of any
Preference Shares and (i) such borrowed funds have an interest rate
or an effective cost of money to the corporation or any corporation
or other entity directly or indirectly controlled by the corporation
(calculated on a pre-tax basis in accordance with generally accepted
financial practice) of less than 9 1/8% per annum or (ii) such
Preference Shares shall entitle the holders thereof to an effective
annual dividend per share of less than 9 1/8% of the original issue
price per share.

     B.  No Series G Shares shall be redeemed pursuant to Clause
I.(4) or Clause I.(7) above if such redemption is a part of or in
anticipation of any refunding operation involving the application,
directly or indirectly, of borrowed funds or the proceeds of the
issue of any Preference Shares and (i) such borrowed funds have an
interest rate or an effective cost of money to the corporation or any
corporation or other entity directly or indirectly controlled by the
corporation (calculated on a pre-tax basis in accordance with
generally accepted financial practice) of less than 8 5/8% per annum
or (ii) such Preference Shares shall entitle the holders thereof to
an effective annual dividend per share of less than 8 5/8% of the
original issue price per share.

     (9)  Redemption Procedure.  In every case of redemption or
sinking fund retirement, as the case may be, of less than all of the
outstanding Series A Shares or Series G Shares pursuant to Clause
I.(4), Clause I.(5) or Clause I.(7) above, such redemption or sinking
fund retirement, as the case may be, as nearly as practicable shall
be made pro rata among the holders thereof according to the number of
Series A Shares or Series G Shares, as the case may be, held by the
respective holders, and otherwise (but not affecting the pro rata
allocation) in such manner as may be prescribed by resolution of the
Board of Directors, provided that only whole shares shall be selected
for redemption or sinking fund retirement. Redemption or sinking fund
retirement of less than all of the outstanding Series C Shares,
Series D Shares or Series F Shares shall be made in such manner as
may be prescribed by the corporation and need not be made pro rata.

     (10)  Liquidation.  A.  The liquidation price of the Series A
Shares, in case of the voluntary liquidation, dissolution or winding
up of the corporation shall be an amount equal to the redemption
price per share specified in Clause I.(4)A above applicable on the
date of such voluntary liquidation, dissolution or winding up, plus,
in each case, an amount equal to the dividends accrued and unpaid
thereon to the payment date.

     B.  The liquidation price of the Series G Shares in case of the
voluntary liquidation, dissolution or winding up of the corporation
shall be an amount equal to the redemption price per share specified
in Clause I.(4)E above applicable on the date of such voluntary
liquidation, dissolution or winding up, plus, in each case, an amount
equal to the dividends accrued and unpaid thereon to the payment
date.

     C.  The liquidation price of the Series A Shares and the Series
G Shares in case of the involuntary liquidation, dissolution or
winding up of the corporation shall be $1,000 per share, plus an
amount equal to the dividends accrued and unpaid thereon to the
payment date.

     D.  The liquidation price of the Series C Shares in case of the
voluntary or involuntary liquidation, dissolution or winding up of
the corporation shall be $55 per share, plus an amount equal to the
dividends accrued and unpaid thereon to the payment date.

     E.  The liquidation price of the Series D Shares in case of the
voluntary or involuntary liquidation, dissolution or winding up of
the corporation shall be $100 per share, plus an amount equal to the
dividends accrued and unpaid thereon to the payment date.

     F.  The liquidation price of the Series F Shares in case of the
voluntary or involuntary liquidation, dissolution or winding up of
the corporation shall be $100 per share, plus an amount equal to the
dividends accrued and unpaid thereon to the payment date.

     G.  In the event of any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the holders of the
Series A Shares, the holders of the Series C Shares, the holders of
the Series D Shares, the holders of the Series F Shares and the
holders of the Series G Shares (i) shall not be entitled to receive
the liquidation price of such shares held by them until the
liquidation price of all Senior Shares shall have been paid in full
and (ii) shall be entitled to receive the liquidation price of such
shares held by them in preference to and in priority over any
distributions upon the Common Shares and all Junior Shares. If the
assets of the corporation are not sufficient to pay in full the
liquidation price payable to the holders of the Series A Shares, the
holders of the Series C Shares, the holders of the Series D Shares,
the holders of the Series F Shares, and the holders of the Series G
Shares and the liquidation price payable to the holders of all Parity
Shares, the holders of all such shares shall share ratably in such
distribution of assets in accordance with the amounts which would be
payable on such distribution if the amounts to which the holders of
the Series A Shares, the holders of the Series C Shares, the holders
of the Series D Shares, the holders of the Series F Shares, the
holders of the Series G Shares and the holders of all Parity Shares
are entitled were paid in full.

     H.  Neither a consolidation or merger of the corporation with or
into any other corporation, nor a merger of any other corporation
with or into the corporation, nor a sale or transfer of all or any
part of the corporation's assets for cash or securities shall be
considered a dissolution, liquidation or winding-up of this
corporation within the meaning of this Clause I.(10).

     (11)  Convertibility.  A. Neither the Series A Shares, the
Series F Shares nor the Series G Shares shall be convertible into any
other securities of the corporation.

     B.  The Series C Shares shall be convertible at any time at the
option of the holders of the Series C Shares into Common Shares at a
rate of 1.179 Common Shares for each Series C Share at the office of
any duly appointed transfer agent for the Series C Shares, and at
such other office or offices, if any, as the Board of Directors of
the corporation may determine, and the Series D Shares shall be
convertible at any time at the option of the holders of the Series D
Shares into Common Shares at a rate of 2.0265 Common Shares for each
Series D Share at the office of any duly appointed transfer agent for
the Series D Shares and at such other office or offices, if any, as
the Board of Directors of the corporation may determine; provided,
however, that in case of the redemption of any Series C Shares or
Series D Shares, such right of conversion shall cease and terminate,
as to the shares called for redemption, at the close of business on
the day next prior to the date fixed for redemption, unless default
shall be made in the payment of the redemption price. Upon
conversion, the corporation shall make no payment or adjustment on
account of dividends accrued or in arrears on the Series C Shares or
Series D Shares surrendered for conversion or on account of any
dividends on the Common Shares issued on such conversion. Before any
holder of Series C Shares or Series D Shares shall be entitled to
convert the same into Common Shares, such holder shall surrender the
certificate or certificates for such Series C Shares or Series D
Shares at any office hereinabove mentioned, which certificate or
certificates shall be duly endorsed to the corporation or in blank or
accompanied by proper instruments of transfer to the corporation or
in blank, unless the corporation shall waive such requirement, and
shall give written notice to the corporation at any of said offices
that such holder elects so to convert said Series C Shares or Series
D Shares, and shall state in writing therein the name or names in
which such holder wishes the certificate or certificates for Common
Shares to be issued.

     The corporation will as soon as practicable after such surrender
of certificates for Series C Shares or Series D Shares accompanied by
the written notice and the statement above prescribed, issue and
deliver at the office of any transfer agent appointed as aforesaid,
or at such other office or offices, if any, to the person for whose
account such Series C Shares or Series D Shares were so surrendered,
or to such person's nominee or nominees, certificates for the number
of full Common Shares to which such person shall be entitled as
aforesaid, together with a cash adjustment for any fraction of a
share as hereinafter stated. Subject to the following provisions of
this Clause I.(11)B, such conversion shall be deemed to have been
made as of the date of such surrender of the Series C Shares or
Series D Shares to be converted and the rights of the converting
holder of the Series C Shares or Series D Shares as such holder shall
cease and the person or persons in whose name or names the
certificates for Common Shares upon conversion of such Series C
Shares or Series D Shares are to be issued shall be treated for all
purposes as the record holder or holders of such Common Shares at the
close of business on such date. In the event of any liquidation,
dissolution or winding up of the affairs of the corporation, all
conversion rights of the holders of Series C Shares and Series D
Shares shall terminate on the date fixed by resolution of the Board
of Directors of the corporation, which date shall not be later than
10 days nor earlier than 20 days prior to such liquidation,
dissolution or winding up.  The conversion rate for the Series C
Shares and Series D Shares is subject to adjustment from time to time
as follows:

          (a)  In case the corporation shall at any time (i) declare
     a dividend on the Common Shares in shares of its capital stock,
     (ii) subdivide the outstanding Common Shares, (iii) combine the
     outstanding Common Shares into a smaller number of shares, or
     (iv) issue any shares of its capital stock by reclassification
     of the Common Shares (including any such reclassification in
     connection with a consolidation or merger in which the
     corporation is the surviving corporation), the conversion rate
     in effect at the time of the record date for such dividend or of
     the effective date of such subdivision, combination or
     reclassification shall be proportionately adjusted so that the
     holder of any Series C Share or Series D Share converted after
     such time shall be entitled to receive the aggregate number and
     kind of shares which, if such Series C Share or Series D Share
     had been converted immediately prior to such time, the holder
     would have owned upon such conversion and been entitled to
     receive by virtue of such dividend, subdivision, combination or
     reclassification.  Such adjustment shall be made successively
     whenever any event listed above shall occur.
     
          (b)  In case the corporation shall issue rights or warrants
     to all holders of Common Shares entitling them (for a period
     expiring within 45 days after the record date for the
     determination of stockholders entitled to receive such rights or
     warrants) to subscribe for or purchase Common Shares at a price
     per share less than the current market price per share (as
     defined in paragraph (d) of this Clause I.(11)B) on such record
     date, the conversion rate shall be adjusted by multiplying the
     conversion rate in effect immediately prior to such record date
     by a fraction, of which the numerator shall be the number of
     Common Shares outstanding on such record date plus the number of
     additional Common Shares to be offered for subscription or
     purchase and of which the denominator shall be the number of
     Common Shares outstanding on such record date plus the number of
     Common Shares which the aggregate offering price of the total
     number of Common Shares so to be offered would purchase at such
     current market price.  Such adjustment shall become effective at
     the close of business on such record date; however, to the
     extent that Common Shares are not delivered after the expiration
     of such rights or warrants, the conversion rate shall be
     readjusted (but only with respect to Series C Shares and Series
     D Shares converted after such expiration) to the conversion rate
     which would then be in effect had the adjustments made upon the
     issuance of such rights or warrants been made upon the basis of
     delivery of only the number of Common Shares actually issued.
     
          (c)  In case the corporation shall distribute to all
     holders of Common Shares (including any such distribution made
     in connection with a consolidation or merger in which the
     corporation is the surviving corporation) evidences of its
     indebtedness or assets (other than cash dividends or
     distributions and dividends payable in Common Shares) or
     subscription rights or warrants (excluding those referred to in
     paragraph (b) of this Clause I.(11)B), the conversion rate shall
     be adjusted by multiplying the conversion rate in effect
     immediately prior to the record date for determination of
     shareholders entitled to receive such distribution by a
     fraction, of which the numerator shall be the current market
     price per Common Share (as defined in paragraph (d) of this
     Clause I.(11)B) on such record date and of which the denominator
     shall be such current market price per Common Share, less the
     fair market value (as determined by the Board of Directors,
     whose determination shall be conclusive) of the portion of the
     evidences of indebtedness or assets or subscription rights or
     warrants so to be distributed which are applicable to one Common
     Share.  Such adjustment shall become effective at the close of
     business on such record date.  If the corporation declares a
     cash dividend or distribution in an amount equal to or greater
     than 10% of the current market price per Common Share on the
     declaration date for such dividend or distribution, the
     corporation shall give at least 10 days prior written notice to
     all holders of record of Series C Shares and Series D Shares of
     the record date for determining those holders of Common Shares
     who will be entitled to receive such dividend or distribution.
     
          (d)  For the purpose of any computation under paragraphs
     (b) and (c) of this Clause I.(11)B, the current market price per
     Common Share on any record date shall be deemed to be the
     average of the daily closing prices for the 30 consecutive
     trading days on the New York Stock Exchange composite tape
     commencing 45 trading days before such date. The closing price
     of each day shall be the last sale price regular way or, in case
     no such sale takes place on such day, the average of the closing
     bid and asked prices regular way, in either case, on the New
     York Stock Exchange composite tape or, if the Common Shares are
     not listed or admitted to trading on such exchange, on the
     principal national securities exchange on which the Common
     Shares are listed or admitted to trading, or if the Common
     Shares are not listed or admitted to trading on any national
     securities exchange the average of the highest reported bid and
     lowest reported asked prices as furnished by the National
     Association of Securities Dealers, Inc. through NASDAQ or a
     similar organization if NASDAQ is no longer reporting such
     information. If on any such date the Common Shares are not
     quoted by any such organization, the fair value of such Common
     Shares on such date, as determined by the Board of Directors,
     shall be used.
     
          (e)  In case of any capital reorganization of the
     corporation, or of any reclassification of the Common Shares
     (other than a reclassification of the Common Shares referred to
     in paragraph (a) of this Clause I.(11)B), or in case of the
     consolidation of the corporation with or the merger of the
     corporation with or into any other corporation or of the sale of
     the properties and assets of the corporation as, or
     substantially as, an entirety to any other corporation, each
     Series C Share and Series D Share shall after such capital
     reorganization, reclassification of Common Shares,
     consolidation, merger or sale be convertible into the number of
     shares of stock or other securities, assets or cash to which a
     holder of the number of Common Shares receivable (at the time of
     such capital reorganization, reclassification of Common Shares,
     consolidation, merger or sale) upon conversion of such Series C
     Share or Series D Share would have been entitled to receive upon
     such capital reorganization, reclassification of Common Shares,
     consolidation, merger or sale, and in any such case, if
     necessary, the provisions set forth in this Clause I.(11)B with
     respect to the rights and interests thereafter of the holders of
     the Series C Shares and Series D Shares shall be appropriately
     adjusted so as to be applicable, as nearly as may reasonably be,
     to any shares of stock or other securities, assets or cash
     thereafter deliverable on the conversion of the Series C Shares
     and Series D Shares. The subdivision or combination of Common
     Shares at any time outstanding into a greater or lesser number
     of shares shall not be deemed to be a reclassification of the
     Common Shares for the purposes of this paragraph. The
     corporation shall not effect any such consolidation, merger or
     sale, unless prior to or simultaneously with the consummation
     thereof the successor corporation (if other than the
     corporation) resulting from such consolidation or merger or the
     corporation purchasing such assets or other appropriate
     corporation or entity shall assume, by written instrument, the
     obligation to deliver to the holder of each Series C Share and
     Series D Share such shares of stock, securities or assets as, in
     accordance with the foregoing provisions, such holders may be
     entitled to receive under this Clause I.(11)B.
     
          (f)  The corporation may make such increases in the
     conversion rate, so as to increase the number of Common Shares
     into which the Series C Shares and Series D Shares may be
     converted, in addition to those required by paragraphs (a)
     through (e) of this Clause I.(11)B, as it considers to be
     advisable in order that any event treated for Federal income tax
     purposes as a dividend of stock or stock rights shall not be
     taxable to the recipients.
     
     (g)  No adjustment will be made for the issuance of shares to
employees pursuant to the corporation's or any of its subsidiaries'
stock option, stock purchase and savings or other benefit plans or to
stockholders pursuant to the corporation's dividend reinvestment
plan. No adjustment will be required to be made in the conversion
rate until cumulative adjustments require an adjustment of at least
1% of such conversion rate.
     
     (h)  Whenever the conversion rate is adjusted as herein
provided, the corporation shall forthwith file with any transfer
agent or agents for the Series C Shares or Series D Shares a
certificate signed by the Chairman of the Board or one of the Vice
Presidents of the corporation and by its Treasurer or an Assistant
Treasurer, stating the adjusted conversion rate determined as
provided in this Clause I.(11)B, and in reasonable detail the facts
requiring such adjustment.  Whenever the conversion rate is adjusted,
the corporation will forthwith cause a notice stating the adjustment
and the conversion rate to be mailed to the respective holders of
record of Series C Shares and Series D Shares. Such transfer agents
shall be under no duty to make any inquiry or investigation as to the
statements contained in any such certificate or as to the manner in
which any computation was made, but may accept such certificate as
conclusive evidence of the statements therein contained, and each
transfer agent shall be fully protected with respect to any and all
acts done or action taken or suffered by it in reliance thereon. No
transfer agent in its capacity as transfer agent shall be deemed to
have any knowledge with respect to any change of capital structure of
the corporation unless and until it receives a notice thereof
pursuant to the provisions hereof and in default of any such notice
each transfer agent may conclusively assume that there has been no
such change.
     
     The corporation shall at all times reserve and keep available
out of its authorized and unissued Common Shares, solely for the
purpose of effecting the conversion of Series C Shares and Series D
Shares, such number of shares as shall from time to time be
sufficient to effect the conversion of all Series C Shares and Series
D Shares from time to time outstanding. The corporation shall from
time to time, in accordance with the laws of Delaware, increase the
authorized amount of Common Shares if at any time the number of
Common Shares remaining unissued shall not be sufficient to permit
the conversion of all the then outstanding Series C Shares and Series
D Shares.
     
     The corporation will pay any and all issue and other taxes
(other than taxes based on income) that may be payable in respect of
any issue or delivery of Common Shares on conversion of Series C
Shares and Series D Shares pursuant hereto.  The corporation shall
not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issue and delivery of Common
Shares in a name other than that in which the Series C Shares or
Series D Shares so converted were registered, and no such issue or
delivery shall be made unless and until the person requesting such
issue has paid to the corporation the amount of any such tax, or has
established, to the satisfaction of the corporation that such tax has
been paid.
     
     No fractional Common Shares will be issued upon conversion, but
any such fractions will be adjusted in cash on the basis of the then
current market value of the Common Shares, which shall be deemed to
be the average of the high and low sales prices regular way or, if no
such sale takes place on such day, the average of the high bid and
low asked prices regular way in either case on the New York Stock
Exchange composite tape or, if the Common Shares are not listed or
admitted to trading on such exchange, on the principal national
securities exchange on which the Common Shares are listed or admitted
to trading, or if the Common Shares are not listed or admitted to
trading on any national securities exchange the average of the
highest reported bid and lowest reported asked prices as furnished by
the National Association of Securities Dealers, Inc. through NASDAQ
or a similar organization if NASDAQ is no longer reporting such
information. If on any such date the Common Shares are not quoted by
any such organization, the fair value of such Common Shares on such
date, as determined by the Board of Directors, shall be used.
     
     (12)  Other Preference Shares.  So long as any Series A Shares,
Series C Shares, Series D Shares, Series F Shares or Series G Shares
remain outstanding, the corporation shall not issue any Preference
Shares which are not Senior Shares, Parity Shares or Junior Shares.
All series of Preferred Shares, whether or not the dividend rates,
the dividend payment dates or the redemption or liquidation prices
per share thereof differ from those of the Series A Shares, Series C
Shares, Series D Shares, Series F Shares and Series G Shares, shall
be on a parity with all Series A Shares, Series C Shares, Series D
Shares, Series F Shares and Series G Shares at the time outstanding
as to dividends or other payments and as to the distribution of
assets on any voluntary or involuntary dissolution, liquidation or
winding up of the corporation. All Series A Shares, Series C Shares,
Series D Shares, Series F Shares and Series G Shares which are
redeemed pursuant to any provision of this Article FOURTH shall be
cancelled. No Preferred Shares which are issued, in addition to those
designated in this Article FOURTH as of September 19, 1985 as Series
A Shares, Series C Shares, Series D Shares, Series F Shares and
Series G Shares shall be designated as Series A Shares, Series C
Shares, Series D Shares, Series F Shares or Series G Shares.

     (13)  Voting Rights.  Except as otherwise required by law,
holders of Series A Shares, holders of Series F Shares and holders of
Series G Shares shall have no voting rights; holders of Series C
Shares and Series D Shares shall be entitled to vote on every
question submitted to holders of record of the Common Shares, and
shall be entitled to one vote for every Series C Share and one vote
for every Series D Share standing in such holder's name on the books
of the corporation, voting together with the Common Shares and Series
AA Shares (as defined in Clause II.(1) herein) as a single class;
provided, however, that:

     A.  Dividend Defaults.  (1) If and whenever accrued dividends on
the Series A Shares, the Series C Shares, the Series D Shares, the
Series F Shares or the Series G Shares or any Preferred Shares of any
other series shall not have been paid in an aggregate amount equal to
or greater than six (6) quarter-annual dividends on the Series A
Shares, the Series C Shares, the Series D Shares, the Series F Shares
or the Series G Shares or such other Preferred Shares at the time
outstanding (each such series being, in this Clause I.(13)A, called a
"series in arrears"), then, and in any such event, the number of
Directors then constituting the entire Board of Directors of the
corporation shall automatically be increased by two Directors and the
holders of the shares of all series in arrears, voting together as a
single class, shall be entitled to fill such newly created
directorships. Such right to vote as a single class to elect two
Directors shall, when vested, continue until all dividends in default
on the Series A Shares, the Series C Shares, the Series D Shares, the
Series F Shares, the Series G Shares and such other Preferred Shares,
as the case may be, shall have been paid in full and, when so paid,
such right to elect two Directors separately as a class shall cease,
subject, always, to the same provisions for the vesting of such right
to elect two Directors separately as a class in the case of future
dividend defaults. At any time when such right to elect two Directors
separately as a class shall have so vested, the corporation may, and
upon the written request of the holders of record of not less than
20% of the total number of shares of all series in arrears then
outstanding shall, call a special meeting of the holders of such
shares to fill such newly created directorships for the election of
Directors. In the case of such a written request, such special
meeting shall be held within ninety (90) days after the delivery of
such request, and, in each case, at the place and upon the notice
provided by law and in the By-laws of the corporation, provided, that
the corporation shall not be required to call such a special meeting
if such request is received less than one hundred twenty (120) days
before the date fixed for the next ensuing annual meeting of
stockholders of the corporation, at which meeting such newly created
directorships shall be filled by the holders of the shares of each
series in arrears, voting together as a single class.

     (2)  So long as any Series A Shares, Series C Shares, Series D
Shares, Series F Shares, Series G Shares or any Preferred Shares of
any other series are outstanding, the By-laws of the corporation
shall contain provisions ensuring that the number of Directors
constituting the entire Board of Directors of the corporation shall
at all times be such that the exercise by the holders of the Series A
Shares, the holders of the Series C Shares, the holders of the Series
D Shares, the holders of the Series F Shares, the holders of the
Series G Shares and the holders of Preferred Shares of any other
series, of the right to elect Directors under the circumstances
provided for in paragraph (1) of this Clause I.(13)A will not
contravene any provision of this Certificate of Incorporation
restricting the number of Directors which may constitute the entire
Board of Directors of the corporation.

     (3)  Directors elected pursuant to paragraph (1) of this Clause
I.(13)A will serve until the earlier of (i) the next annual meeting
of the stockholders of the corporation and the election (by the
holders of the shares of each series in arrears) and qualification of
their respective successors or (ii) the next annual meeting of the
stockholders of the corporation following the date upon which all
dividends in default on the shares of each series in arrears shall
have been paid in full. If, prior to the end of the term of any
Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a default in dividends
on the shares of each series in arrears by reason of death,
resignation, or disability, such vacancy shall be filled for the
unexpired term by the appointment by the remaining Director elected
as aforesaid of a new Director for the unexpired term of such former
Director.

     B.  Miscellaneous.  Without the affirmative vote of the holders
of at least two-thirds of the outstanding Preferred Shares, voting as
a single class (or, if less than all of the outstanding series of
Preferred Shares would be adversely affected thereby, without the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of each such series so affected, voting as a
separate class), the corporation may not:
     
               (a)  amend this Certificate of Incorporation so as to
     adversely affect the voting powers (except as such voting powers
     may be affected by the authorization of any additional Preferred
     Shares having the same voting rights as the outstanding
     Preferred Shares or by the authorization of any other shares of
     any class having voting rights which are not entitled to vote
     together with the Preferred Shares in any separate class vote of
     the Preferred Shares), rights or preferences of the Preferred
     Shares or such series;
     
               (b)  authorize or create any Senior Shares;
     
               (c)  issue any Parity Shares at a time when any of the
     Series A Shares, Series C Shares, Series D Shares, Series F
     Shares and Series G Shares are outstanding unless, after giving
     effect to such issuance and the application of the proceeds
     thereof, Consolidated Net Income for any period of twelve (12)
     consecutive months during the eighteen (18) months immediately
     preceding the date of such issuance would be equal to not less
     than 200% of the annual dividend requirements of all Series A
     Shares, Series C Shares, Series D Shares, Series F Shares,
     Series G Shares, Series AA Shares, Parity Shares and Senior
     Shares then to be outstanding; or
     
               (d)  effect any merger or consolidation or sale,
     transfer, lease or other disposition of all or substantially all
     of the assets of the corporation if (i) the plan of merger,
     consolidation or disposition of assets contains any provisions
     which, if contained in an amendment to this Certificate of
     Incorporation, would entitle the holders of the Preferred Shares
     or any series thereof to a joint or separate class vote thereon
     as provided in paragraph (a) of this Clause I.(13)(B), (ii) the
     effect of such transaction would be to create any Senior Shares,
     (iii) the corporation would not be the surviving corporation or
     (iv) the corporation would be in default under any of its
     material debt agreements.
          
     C.  Voting.  Whenever the holders of the Preferred Shares are
entitled to vote as a single class, each holder of Series A Shares or
Series G Shares shall be entitled to one vote for each such share
held of record and, to the extent permitted by applicable law, (1)
each holder of shares of any other series of the Preferred Shares
shall be entitled to one vote for each $1,000 of the liquidation
price (without regard to accrued dividends) in respect of the
involuntary liquidation, dissolution or winding up of the corporation
of the shares of such series for each such share held of record and
(2) in the case of any such shares such liquidation price of which
shall not be an integral multiple of $1,000, including the Series C
Shares, Series D Shares and Series F Shares, each holder thereof
shall be entitled to a vote in respect of each such share so held
equal to the result obtained by multiplying one by a fraction, the
numerator of which is a number equal to the number of dollars
constituting such liquidation price of such share and the denominator
of which is 1,000.
     
     (14)  Certain Definitions.  As used in this Article FOURTH, the
following terms shall have the following respective meanings:

     "Applicable Rate" shall mean, for any dividend period, the
highest of the Treasury Bill Rate, the Ten Year Constant Maturity
Rate and the Twenty Year Constant Maturity Rate for such dividend
period less 15/100 of 1%; provided, however, that the Applicable Rate
for any dividend period shall in no event be less than 8% per annum
nor greater than 15% per annum. In the event that the Board of
Directors of the corporation determines in good faith that for any
reason:

          (i)  any one of the Treasury Bill Rate, the Ten Year
     Constant Maturity Rate and the Twenty Year Constant Maturity
     Rate cannot be determined for any dividend period, then the
     Applicable Rate for such dividend period shall be the higher of
     whichever two of such Rates can be so determined, less 15/100 of
     1%;
     
          (ii)  only one of the Treasury Bill Rate, the Ten Year
     Constant Maturity Rate and the Twenty Year Constant Maturity
     Rate can be determined for any dividend period, then the
     Applicable Rate for such dividend period shall be whichever such
     Rate can be so determined, less 15/100 of 1%; or
     
          (iii)  none of the Treasury Bill Rate, the Ten Year
     Constant Maturity Rate and the Twenty Year Constant Maturity
     rate can be determined for any dividend period, then the
     Applicable Rate in effect for the preceding dividend period
     shall be continued for such dividend period.
     
     "Calendar Period"  shall mean a period of fourteen calendar
days.

     "Common Shares"  shall mean the 1 billion shares of Common Stock
referred to in the first paragraph of this Article FOURTH.

     "Consolidated Net Income" shall mean, for any period, the
aggregate of the net income (or net deficit) for such period, before
non-recurring items, of the corporation and its consolidated
subsidiaries determined in accordance with generally accepted
accounting principles.  For the purposes hereof, there shall not be
included in the net income of the corporation and such consolidated
subsidiaries:

          (i)  any gain from any write-up of assets not in the
     ordinary course of business after December 31, 1978;

          (ii)  except for Allied Corporation and its subsidiaries as
     of September 18, 1985, earnings of a subsidiary accrued prior to
     the date it became a subsidiary;

          (iii)  earnings of any corporation, substantially all the
     assets of which have been acquired by the corporation or any of
     its subsidiaries in any manner, realized by such corporation
     prior to the date of such acquisition;

          (iv)  the earnings of any person to which assets of the
     corporation have been sold, transferred or disposed of, or into
     which the corporation shall have merged, prior to the date of
     such transaction;

          (v)  any income or gain arising from the acquisition of any
     securities of the corporation or any subsidiary;

          (vi)  net gains in excess of 5% of net income, before
     nonrecurring items, of the corporation and its consolidated
     subsidiaries on the sale of assets not in the ordinary course of
     business; and

          (vii)  unremitted earnings of unconsolidated subsidiaries.

     "Junior Shares" shall mean Preference Shares of any series or
class of the corporation which are by their terms expressly made
junior to any Series A Shares, Series C Shares, Series D Shares,
Series F Shares, Series G Shares or Series AA Shares at the time
outstanding as to dividends or other payments and as to the
distribution of assets on any voluntary or involuntary dissolution,
liquidation or winding up of the corporation.

     "Parity Shares" shall mean the Series A Shares, the Series C
Shares, the Series D Shares, the Series F Shares, the Series G Shares
and the Series AA Shares and shall also mean (i) Preferred Shares of
any series other than the Series A Shares, the Series C Shares, the
Series D Shares, the Series F Shares, the Series G Shares or the
Series AA Shares and (ii) any other Preference Shares which are by
their terms not expressly made junior or senior to any Series A
Shares, Series C Shares, Series D Shares, Series F Shares, Series G
Shares or Series AA Shares at the time outstanding as to dividends or
other payments and as to the distribution of assets on any voluntary
or involuntary dissolution, liquidation or winding up of the
corporation.

     "Preference Shares" shall mean any class of shares of the
corporation ranking prior to at least one other class of shares of
the corporation as to the payment of dividends, other payments or the
distribution of assets on any voluntary or involuntary dissolution,
liquidation of the corporation.

     "Preferred Shares" shall mean the 20 million shares of Preferred
Stock referred to in the first paragraph of this Article FOURTH.

     "Senior Shares" shall mean Preference Shares of any series or
class of the corporation which are by their terms expressly made
senior to any Series A Shares, any Series C Shares, any Series D
Shares, any Series F Shares, any Series G Shares or any Series AA
Shares at the time outstanding as to dividends and as to the
distribution of assets on any voluntary or involuntary liquidation of
the corporation.

     "Special Securities" shall mean securities which can, at the
option of the holder, be surrendered at face value in payment of any
Federal estate tax or which provide tax benefits to the holder and
are priced to reflect such tax benefits or which were originally
issued at a deep or substantial discount.

     "Ten Year Average Yield" shall mean the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of 10 years).

     "Ten Year Constant Maturity Rate" shall mean, for each dividend
period, the arithmetic average of the two most recent weekly per
annum Ten Year Average Yields (or the one weekly per annum Ten Year
Average Yield, if only one such yield shall be published during the
relevant Calendar Period), as published weekly by the Federal Reserve
Board during the Calendar Period immediately prior to the last ten
calendar days of March, June, September or December, as the case may
be, prior to the dividend period for which the dividend rate on the
Series F Shares is being determined. Notwithstanding the foregoing:

          (i)  if the Federal Reserve Board does not publish such a
     weekly per annum Ten Year Average Yield during any such Calendar
     Period, then the Ten Year Constant Maturity Rate for such
     dividend period shall mean the arithmetic average of the two
     most recent weekly per annum Ten Year Average Yields (or the one
     weekly per annum Ten Year Average Yield, if only one such yield
     shall be published during the relevant Calendar Period), as
     published weekly during such Calendar Period by any Federal
     Reserve Bank or by any U.S. Government department or agency
     selected by the corporation;
     
          (ii)  if a per annum Ten Year Average Yield shall not be
     published by the Federal Reserve Board or by any Federal Reserve
     Bank or by any U.S. Government department or agency during such
     Calendar Period, then the Ten Year Constant Maturity Rate for
     such dividend period shall mean the arithmetic average of the
     two most recent weekly per annum average yields to maturity (or
     the one weekly average yield to maturity, if only one such yield
     shall be published during the relevant Calendar Period) for all
     of the actively traded marketable U.S. Treasury fixed interest
     rate securities (other than Special Securities) then having
     maturities of not less than 8 nor more than 12 years, as
     published during such Calendar Period by the Federal Reserve
     Board or, if the Federal Reserve Board shall not publish such
     yields, by any Federal Reserve Bank or by any U.S. Government
     department or agency selected by the corporation; and
     
          (iii)  if the corporation determines in good faith that for
     any reason the corporation cannot determine the Ten Year
     Constant Maturity Rate for any dividend period as provided above
     in this paragraph, then the Ten Year Constant Maturity Rate for
     such dividend period shall mean the arithmetic average of the
     per annum average yields to maturity based upon the closing bids
     during such Calendar Period for each of the issues of actively
     traded marketable U.S. Treasury fixed interest rate securities
     (other than Special Securities) with a final maturity date not
     less than 8 nor more than 12 years from the date of each such
     quotation, as chosen and quoted daily for each business day in
     New York City (or less frequently if daily quotations shall not
     be generally available) to the corporation by at least three
     recognized dealers in U.S. Government securities selected by the
     corporation.
     
In any event, the Ten Year Constant Maturity Rate shall be rounded to
the nearest five hundredths of a percentage point.

     "Treasury Bill Rate" shall mean, for each dividend period, the
arithmetic average of the two most recent weekly per annum market
discount rates (or the one weekly per annum market discount rate, if
only one such rate shall be published during the relevant Calendar
Period) for three-month U.S. Treasury bills, as published weekly by
the Federal Reserve Board during the Calendar Period immediately
prior to the last ten calendar days of March, June, September or
December, as the case may be, prior to the dividend period for which
the dividend rate on the Series F Shares is being determined.
Notwithstanding the foregoing:

          (i)  if the Federal Reserve Board does not publish such a
     weekly per annum market discount rate during any such Calendar
     Period, then the Treasury Bill Rate for such dividend period
     shall mean the arithmetic average of the two most recent weekly
     per annum market discount rates (or the one weekly per annum
     market discount rate, if only one such rate shall be published
     during the relevant Calendar Period)  for three-month U.S.
     Treasury bills, as published weekly during such Calendar Period
     by any Federal Reserve Bank or by any U.S. Government department
     or agency selected by the corporation;
     
          (ii)  if a per annum market discount rate for three-month
     U.S. Treasury bills shall not be published by the Federal
     Reserve Board or by any Federal Reserve Bank or by any U.S.
     Government department or agency during such Calendar Period,
     then the Treasury Bill Rate for such dividend period shall mean
     the arithmetic average of the two most recent weekly per annum
     market discount rates (or the one weekly per annum market
     discount rate, if only one such rate shall be published during
     the relevant Calendar Period) for all of the U.S. Treasury bills
     then having maturities of not less than 80 nor more than 100
     days, as published during such Calendar Period by the Federal
     Reserve Board or, if the Federal Reserve Board shall not publish
     such rates, by any Federal Reserve Bank or by any U.S.
     Governmental department or agency selected by the corporation;
     
          (iii)  if the corporation determines in good faith that for
     any reason no such U.S. Treasury bill rates are published as
     provided above during such Calendar Period, then the Treasury
     Bill Rate for such dividend period shall mean the arithmetic
     average of the per annum market discount rates based upon the
     closing bids during such Calendar Period for each of the issues
     of marketable non-interest bearing U.S. Treasury securities with
     a maturity of not less than 80 nor more than 100 days from the
     date of each such quotation, as chosen and quoted daily for each
     business day in New York City (or less frequently if daily
     quotations shall not be generally available) to the corporation
     by at least three recognized dealers in U.S. Government
     securities selected by the corporation; and
     
          (iv)  if the corporation determines in good faith that for
     any reason the corporation cannot determine the Treasury Bill
     Rate for any dividend period as provided above in this
     paragraph, the Treasury Bill Rate for such dividend period shall
     mean the arithmetic average of the per annum market discount
     rates based upon the closing bids during such Calendar Period
     for each of the issues of marketable interest-bearing U.S.
     Treasury securities with a maturity of not less than 80 nor more
     than 100 days from the date of each such quotation, as chosen
     and quoted daily for each business day in New York City (or less
     frequently if daily quotations shall not be generally available)
     to the corporation by at least three recognized dealers in U.S.
     Government securities selected by the corporation.
     
In any event, the Treasury Bill Rate shall be rounded to the nearest
five hundredths of a percentage point.
     
     "Twenty Year Average Yield" shall mean the average yield to
maturity for actively traded marketable U.S. Treasury fixed interest
rate securities (adjusted to constant maturities of 20 years).

     "Twenty Year Constant Maturity Rate" shall mean, for each
dividend period, the arithmetic average of the two most recent weekly
per annum Twenty Year Average Yields (or the one weekly per annum
Twenty Year Average Yield, if only one such yield shall be published
during the relevant Calendar Period), as published weekly by the
Federal Reserve Board during the Calendar Period immediately prior to
the last ten calendar days of March, June, September or December, as
the case may be, prior to the dividend period for which the dividend
rate on the Series F Shares is being determined.  Notwithstanding the
foregoing:

          (i)  if the Federal Reserve Board does not publish such a
     weekly per annum Twenty Year Average Yield during such Calendar
     Period, then the Twenty Year Constant Maturity Rate for such
     dividend period shall mean the arithmetic average of the two
     most recent weekly per annum Twenty Year Average Yields (or the
     one weekly per annum Twenty Year Average Yield, if only one such
     yield shall be published during the relevant Calendar Period),
     as published weekly during such Calendar Period by any Federal
     Reserve Bank or by any U.S. Government department or agency
     selected by the corporation;
     
          (ii)  if a per annum Twenty Year Average Yield for such
     dividend period shall not be published by the Federal Reserve
     Board or by any Federal Reserve Bank or by any U.S. Government
     department or agency during such Calendar Period, then the
     Twenty Year Constant Maturity Rate for such dividend period
     shall mean the arithmetic average of the two most recent weekly
     per annum average yields to maturity (or the one weekly per
     annum average yield to maturity, if only one such yield shall be
     published during the relevant Calendar Period) for all of the
     actively traded marketable U.S. Treasury fixed interest rate
     securities (other than Special Securities) then having
     maturities of not less than 18 nor more than 22 years, as
     published during such Calendar Period by the Federal Reserve
     Board or, if the Federal Reserve Board shall not publish such
     yields, by any Federal Reserve Bank or by any U.S. Government
     department or agency selected by the corporation; and
    
          (iii)  if the corporation determines in good faith that for
     any reason the corporation cannot determine the Twenty Year
     Constant Maturity Rate for any dividend period as provided above
     in this paragraph, then the Twenty Year Constant Maturity Rate
     for such dividend period shall mean the arithmetic average of
     the per annum average yields to maturity based upon the closing
     bids during such Calendar Period for each of the issues of
     actively traded marketable U.S. Treasury fixed interest rate
     securities (other than Special Securities) with a final maturity
     date not less than 18 nor more than 22 years from the date of
     each such quotation, as chosen and quoted daily for each
     business day in New York City (or less frequently if daily
     quotations shall not be generally available) to the corporation
     by at least three recognized dealers in U.S. Government
     securities selected by the corporation.
     
In any event, the Twenty Year Constant Maturity Rate shall be rounded
to the nearest five hundredths of a percentage point.

II.  Series AA Preferred Shares

     The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof for the Series AA
Shares are as follows (certain capitalized terms being herein used as
defined in Clause I.(14) above):

     (1)  Designation and Number of Shares.  The series established
hereby shall consist of 968,754 shares of the 8.25% Series AA
Cumulative Convertible Preferred Shares, without par value (the
"Series AA Shares").
     
     (2)  Dividend Rights and Restrictions.

     A.  The dividend rate on the Series AA Shares shall be $1.03125
per share for the quarterly payment due on October 30, 1985, and the
dividend rate on the Series AA Shares shall thereafter be $4.125 per
share per annum.  Dividends on the Series AA Shares shall be fully
cumulative and shall accrue, without interest, from September 19,
1985 and shall be payable in equal quarterly installments on the
thirtieth day of January, April, July and October in each year,
commencing on October 30, 1985.  Such dividends shall accrue whether
or not there shall be net profits or net assets of the corporation
legally available for payment of such dividends.  Accumulations of
dividends on the Series AA Shares shall not bear interest.

     B.  If at any time the corporation has failed to pay accrued
dividends on any Series AA Shares or any Parity Shares at the time
outstanding at the times such dividends are payable, the corporation
shall not (i) declare or pay any dividend on the Common Shares or on
any Junior Shares or make any payment on account of, or set apart
money for a sinking or other analogous fund for, the purchase,
redemption or other retirement of, any Common Shares or any Junior
Shares or make any distribution in respect thereof, either directly
or indirectly and whether in cash or property or in obligations or
shares of the corporation (other than in Common Shares or Junior
Shares), (ii) purchase any Series AA Shares or Parity Shares or
redeem (by way of sinking fund retirement pursuant to Clause I.(5)
above or otherwise) fewer than all of the Series AA Shares and Parity
Shares then outstanding, or (iii) permit any corporation or other
entity directly or indirectly controlled by the corporation to
purchase any Senior Shares, Common Shares, Junior Shares, Series AA
Shares or Parity Shares.

     C.  Upon conversion of any Series AA Shares, the holders thereof
shall not be entitled to receive any accumulated, accrued or unpaid
dividends in respect of such Series AA Shares, provided that such
holders shall be entitled to receive any dividends on such Series AA
Shares paid or declared prior to such conversion if such holder held
such Series AA Shares on the record date for the payment of such
dividend.

     (3)  Liquidation Rights.

     A.  Upon the voluntary or involuntary dissolution, liquidation
or winding-up of the corporation, the holders of the Series AA Shares
then outstanding shall be entitled to receive, with respect to each
such share held by such holder, out of the assets of the corporation
(whether representing capital or surplus), subject to the rights of
the holders of any Senior Shares, but before any such distribution
shall be made on any Common Shares or Junior Shares, $50 in cash,
plus an amount equal to all dividends accumulated, accrued and unpaid
on each such share to and including the effective date of such
dissolution, liquidation or winding-up.

     B.  If the assets distributable to the holders of the Series AA
Shares on any voluntary or involuntary dissolution, liquidation or
winding-up of the corporation shall be insufficient to permit the
payment to such holders of the full preferential amounts to which
they are entitled, then such assets or the proceeds thereof shall be
distributed among holders of Series AA Shares and all holders of
Parity Shares ratably, in proportion to the sums which would be
payable to such holders if all such sums were paid in full.

     C.  Neither a consolidation or merger of the corporation with or
into any other corporation, nor a merger of any other corporation
with or into the corporation, nor a sale or transfer of all or any
part of the corporation's assets for cash or securities shall be
considered a dissolution, liquidation or winding-up of the
corporation within the meaning of this Clause II.(3).

     (4)  Redemption.
     
     A.  Subject to the restrictions in Clause II.(2)B above or
Clause II.(4)G below, the corporation may, at its option and at any
time, upon notice as provided in Clause II.(4)C, redeem the Series AA
Shares, either in whole or from time to time in part, as the Board of
Directors may determine, upon payment to the holders thereof of the
following redemption prices per share, plus in each case an amount
equal to all dividends accumulated, accrued and unpaid to and
including the redemption date (which shall include a pro rata amount
of the quarterly dividend for the period from the last quarterly
dividend installment payment date to the redemption date):

          (During the twelve-month period beginning December 1)

   1984 ................ $52.4750        1987 .............. $51.2375
   1985 ................  52.0625        1988 ..............  50.8250
   1986 ................  51.6500        1989 ..............  50.4125

and thereafter $50 per share.  The corporation may not redeem shares
in part in amounts of less than one share or in amounts which are not
integral multiples thereof.

     B.  The corporation shall redeem all shares in accordance with
the notice of redemption given pursuant to Clause II.(4)C
(notwithstanding any consolidation  or merger, sale or  transfer of
assets, dissolution, liquidation or winding-up or recapitalization or
reclassification of shares, begun by or with respect to the
corporation, or any record date which has been fixed by the
corporation, except as provided in Clause II.(4)F hereof), except any
such shares which, subsequent to being so called for redemption, have
become subject to a notice of conversion given pursuant to Clause
II.(6).

     C.  The corporation shall give at least 30 days' and not more
than 60 days' prior notice of any redemption to each holder of record
of Series AA Shares being so redeemed.  Such notice shall specify

          (a)  the redemption date,
     
          (b)  the redemption price, including the amount of
     dividends accumulated, accrued and unpaid to the redemption
     date,
     
          (c)  the place of redemption (which shall be at the
     principal office of the corporation or a bank or trust company
     appointed by the corporation),
     
          (d)  the aggregate number of shares to be redeemed,
     
          (e)  the number of shares of such holder to be redeemed,
     
          (f)  that the right to give a notice of conversion in
     respect of any shares to be redeemed shall terminate at the
     close of business on the last business day preceding the
     redemption date,
     
          (g)  the date of the closing of the transfer books of the
     corporation in connection with such redemption, pursuant to
     Clause II.(4)F, and
     
          (h)  advice to such holder to consult tax counsel with
     respect to effects of redemption of Series AA Shares.

     D.  Unless the corporation shall fail to pay, upon surrender of
the certificates evidencing the shares to be redeemed, the redemption
price of any Series AA Shares called for redemption as provided
herein, then, subject to the provisions of Clause II.(6)D, on and
after the redemption date (i)  the shares represented thereby shall
not be deemed outstanding, (ii) the right to receive dividends
thereon shall cease to accrue and (iii) all rights of holders of such
shares shall cease and terminate, excepting only the right to receive
the redemption price therefor, plus accrued and unpaid dividends as
provided in Clause II.(4)A, but without interest.  Any moneys so
available for payment by the corporation and unclaimed at the end of
one year from the redemption date shall revert to the general funds
of the corporation after which reversion the holders of such shares
shall (subject to applicable escheat laws) look only to the general
funds of the corporation for payment of the redemption price.

     E.  In the case of each partial redemption of Series AA Shares,
the shares to be redeemed shall be determined by the corporation
either by lot or on a pro rata basis as prescribed by the Board of
Directors or the Executive Committee.

     F.  In order to facilitate the redemption of any shares of
Series AA Shares, the Board of Directors is authorized to cause the
transfer books of the corporation to be closed as to such shares no
later than 10 days prior to such redemption.

     G.  If at any time any sinking fund retirement required by
Clause I.(5) above shall be in arrears, the corporation shall not (i)
purchase any Senior Shares, Series AA Shares or Parity Shares or
redeem any such shares except for required sinking fund retirements
pursuant to Clause I.(5) above or required sinking fund retirements
under the provisions of this Certificate of Incorporation applicable
to Parity Shares or Senior Shares, or (ii) permit any corporation or
other entity directly or indirectly controlled by the corporation to
purchase any Common Shares, Junior Shares, Series AA Shares, Parity
Shares or Senior Shares.

     (5)  Voting Rights.  Except as otherwise required by law,
holders of Series AA Shares shall be entitled to vote on every
question submitted to holders of record of the Common Shares, and
shall be entitled to one vote for every Series AA Share standing in
such holder's name on the books of the corporation, voting together
with the Common Shares, Series C Shares and Series D Shares as a
single class; provided, however, that:

     A.  Dividend Defaults.  (1) If and whenever accrued dividends on
the Series AA Shares or any Preferred Shares of any other series
shall not have been paid in an aggregate amount equal to or greater
than six (6) quarter-annual dividends on the Series AA Shares or such
other Preferred Shares at the time outstanding (each such series
being in this Clause II.(5)A called a "series in arrears"), then, and
in any such event, the number of Directors then constituting the
entire Board of Directors of the corporation shall automatically be
increased by two Directors and the holders of the shares of all
series in arrears, voting together as a single class, shall be
entitled to fill such newly created directorships.  Such right to
vote as a single class to elect two Directors shall, when vested,
continue until all dividends in default on the Series AA Shares and
such other Preferred Shares, as the case may be, shall have been paid
in full and, when so paid, such right to elect two Directors
separately as a class shall cease, subject, always, to the same
provisions for the vesting of such right to elect two Directors
separately as a class in the case of future dividend defaults.  At
any time when such right to elect two Directors separately as a class
shall have so vested, the corporation may, and upon the written
request of the holders of record of not less than 20% of the total
number of shares of all series in arrears then outstanding shall,
call a special meeting of the holders of such shares to fill such
newly created directorships for the election of Directors.  In the
case of such a written request, such special meeting shall be held
within ninety (90) days after the delivery of such request, and, in
each case, at the place and upon the notice provided by law and in
the By-laws of the corporation, provided that the corporation shall
not be required to call such a special meeting if such request is
received less than one hundred twenty (120) days before the date
fixed for the next ensuing annual meeting of stockholders of the
corporation, at which meeting such newly created directorships shall
be filled by the holders of the shares of each series in arrears,
voting together as a single class.
     
     (2)  So long as any Series AA Shares or any Preferred Shares of
any other series are outstanding, the By-laws of the corporation
shall contain provisions ensuring that the number of Directors
constituting the entire Board of Directors of the corporation shall
at all times be such that the exercise by the holders of the Series
AA Shares, and the holders of Preferred Shares of any other series,
of the right to elect Directors under the circumstances provided for
in paragraph (1) of this Clause II.(5)A will not contravene any
provision of this Certificate of Incorporation restricting the number
of Directors which may constitute the entire Board of Directors of
the corporation.
     
     (3)  Directors elected pursuant to paragraph (1) of this Clause
II.(5)A will serve until the earlier of (i) the next annual meeting
of the stockholders of the corporation and the election (by the
holders of the shares of each series in arrears) and qualification of
their respective successors or  (ii) the next annual meeting of the
stockholders of the corporation following the date upon which all
dividends in default on the shares of each series in arrears shall
have been paid in full.  If, prior to the end of the term of any
Director elected as aforesaid, a vacancy in the office of such
Director shall occur during the continuance of a default in dividends
on the shares of each series in arrears by reason of death,
resignation or disability, such vacancy shall be filled for the
unexpired term by the appointment by the remaining Director elected
as aforesaid of a new Director for the unexpired term of such former
Director.
     
     B.  Miscellaneous.  Without the affirmative vote of the holders
of at least two-thirds of the outstanding Preferred Shares, voting as
a single class (or, if less than all of the outstanding series of
Preferred Shares would be adversely affected thereby, without the
affirmative vote of the holders of at least two-thirds of the
outstanding shares of each such series so affected, voting as a
separate class), the corporation may not:
     
          (a)  amend this Certificate of Incorporation so as to
adversely affect the voting powers (except as such voting powers may
be affected by the authorization of any additional Preferred Shares
having the same voting rights as the outstanding Preferred Shares or
by the authorization of any other shares of any class having voting
rights which are not entitled to vote together with the Preferred
Shares in any separate class vote of the Preferred Shares), rights or
preferences of the Preferred Shares or such series;
     
          (b)  authorize or create any Senior Shares;
     
          (c)  issue any Parity Shares at a time when any of the
Series A Shares, Series C Shares, Series D Shares, Series F Shares
and Series G Shares are outstanding unless, after giving effect to
such issuance and the application of the proceeds thereof,
Consolidated Net Income for any period of twelve (12) consecutive
months during the eighteen (18) months immediately preceding the date
of such issuance would be equal to not less than 200% of the annual
dividend requirements of all Series A Shares, Series C Shares, Series
D Shares, Series F Shares, Series G Shares, Series AA Shares, Parity
Shares and Senior Shares then to be outstanding; or
     
          (d)  effect any merger or consolidation or sale, transfer,
lease or other disposition of all or substantially all of the assets
of the corporation if (i) the plan of merger, consolidation or
disposition of assets contains any provisions which, if contained in
an amendment to this Certificate of Incorporation, would entitle the
holders of the Preferred Shares or any series thereof to a joint or
separate class vote thereon as provided in paragraph (a) of this
Clause II.(5)B, (ii) the effect of such transaction would be to
create any Senior Shares, (iii) the corporation would not be the
surviving corporation or (iv) the corporation would be in default
under any of its material debt agreements.
     
     C.  Voting.  Whenever the holders of the Preferred Shares are
entitled to vote as a single class, each holder of Series AA Shares
shall be entitled to a vote in respect of each such share so held
equal to the result obtained by multiplying one by a fraction, the
numerator of which is a number equal to the number of dollars
constituting such liquidation price of such share and the denominator
of which is 1,000.
     
     (6)  Conversion Rights.
     
     A.  Any Series AA Share may be converted at any time, at the
option of the holder thereof, into Common Shares at the rate and on
the other terms and conditions set forth in this Clause II.(6).
     
     B.  Any holder of Series AA Shares desiring to convert the same
into Common Shares shall surrender the certificate or certificates
for the Series AA Shares being converted, duly assigned or endorsed
to the corporation, at the location specified for such purpose in
Clause II.(7)A or at a bank or trust company appointed by the
corporation for that purpose, accompanied by a written notice of
conversion.  Such notice shall specify the number of whole shares of
Series AA Shares to be converted and the name or names in which such
holder wishes the certificate or certificates for Common Shares to be
issued.  In case such notice shall specify a name or names other than
that of such holder, such notice shall be accompanied by payment of
all transfer taxes payable upon the issue of Common Shares in such
name or names.
     
     C.  As soon as practicable after the surrender of any
certificates for conversion, the corporation shall issue and deliver
to such holder, at the address of such holder on the stock transfer
books of the corporation, or to his designee, a certificate or
certificates for the number of full Common Shares to which such
holder shall be entitled on conversion.  In case there shall have
been surrendered a certificate or certificates for Series AA Shares
converted in part only, the corporation shall issue and deliver to
such holder a new certificate or certificates for the number of
Series AA Shares which shall not have been converted.  The
corporation shall not issue fractional Common Shares upon any
conversion of Series AA Shares, but in lieu thereof the corporation
shall pay to the holder of Series AA Shares being converted a cash
amount in respect of the fraction of such Common Share otherwise
issuable upon conversion equal to such fraction multiplied by the
closing sale price of one Common Share on the principal securities
exchange on which it is traded on the day of surrender of the
certificate or certificates to be converted, or, if not then listed
on any such exchange, the mean between the high-bid and low-asked
prices for the Common Shares in the over-the-counter market at such
day; provided that if such day in either case shall be a day on which
such Common Shares shall not have been traded, then such day shall
mean the next preceding day on which such Common Shares shall have
been traded.  If more than one Series AA Share shall be surrendered
for conversion at any one time by the same holder, any fractional
shares otherwise resulting from conversion of each one thereof shall
be aggregated so that with respect to any one holder there shall be
no more than one fractional Common Share issuable upon such
conversion.  Such conversion shall be effective immediately prior to
the close of business on the day of the surrender of the certificate
or certificates for shares to be converted, and the person or persons
entitled to receive the Common Shares issuable upon such conversion
shall be treated for all purposes as the record holder or holders of
such Common Shares at such time.

     D.  If the corporation shall have given notice of any redemption
pursuant to Clause II.(4)A and any holder of Series AA Shares shall,
prior to the close of business on the last business day preceding the
redemption date specified in such notice of redemption, give written
notice to the corporation, pursuant to Clause II.(6)B, of the
conversion of any or all of the shares to be redeemed, then such
redemption shall not become effective as to such shares to be
converted and such conversion shall become effective as hereinafter
provided in this Clause II.(6).
     
     E.  In case of the call for redemption of any Series AA Shares,
any right to give notice of conversion as to any of such shares shall
terminate at the close of business on the last business day prior to
the redemption date specified in the notice thereof.  If the
corporation shall default in the payment of the redemption price of
such shares when due, the conversion rights in respect thereof, if
any, shall be reinstated until such default shall have been cured or
waived.

     F.  Series AA  Shares shall be convertible into fully paid and
nonassessable Common Shares at a conversion rate (subject to
adjustment as provided in Clauses II.(6)G and II.(6)H) of 1.4706
Common Shares for each Series AA Share converted (such initial
conversion rate, as so adjusted, is called the "Conversion Rate") ).

     G.  (a)  If the corporation shall pay a dividend of, or make a
distribution of, its Common Shares to the holders of Common Shares,
the Conversion Rate in effect at the opening of business on the next
business day following the record date fixed for the determination of
stockholders entitled to such dividend shall be increased (subject to
the limitations contained in Clause II.(6)G(d)) by multiplying such
Conversion Rate by a fraction, the denominator of which shall be the
number of Common Shares outstanding at the close of business on such
record date and the numerator of which shall be the sum of such
number of shares plus the aggregate number of shares to be issued in
payment of such dividend or distribution, such increase to become
effective immediately after the opening of business on the next
business day following such record date.

     (b)  In case the corporation shall subdivide the outstanding
Common Shares into a greater number of Common Shares or combine the
outstanding Common Shares into a smaller number of Common Shares, the
Conversion Rate in effect at the opening of business on the next
business day following the day upon which such subdivision or
combination, as the case may be, becomes effective shall be
proportionately adjusted (subject to the limitations contained in
Clause II.(6)G(d) ), such adjustment to become effective immediately
after the opening of business on the next business day following the
day upon which such subdivision or combination, as the case may be,
becomes effective.
     
     (c)  (i)  In case the corporation shall issue rights or warrants
to all holders of its Common Shares entitling them to subscribe for
or purchase Common Shares at a price per share less than the current
market price per Common Share (as defined in paragraph (iii) below)
at the record date mentioned below, the Conversion Rate shall be
increased (subject to the limitations contained in Clause II.(6)G(d))
by multiplying such Conversion Rate by a fraction, the numerator of
which shall be the number of Common Shares outstanding on the date of
issuance of such rights or warrants plus the number of additional
Common Shares offered for subscription or purchase, and the
denominator of which shall be the number of Common Shares outstanding
on the date of issuance of such rights or warrants plus the number of
shares which the aggregate offering price of the total number of
shares so offered would purchase at such current market price,
provided that any dividend reinvestment plan providing for the
purchase of Common Shares at a discount from the current market price
shall not be deemed to constitute the issuance of any such rights or
warrants if either (x) the discount does not exceed 6% of such
current market price, or (y) the holders of the Series AA Shares are
permitted to participate in such dividend reinvestment plan.  Any
adjustment made pursuant to this paragraph (i) shall be made whenever
such rights or warrants are issued, but shall also be effective
retroactively as to Series AA Shares converted between the record
date for the determination of stockholders entitled to receive such
rights or warrants and the date such rights or warrants are issued.
     
     (ii)  In case the corporation shall distribute to all holders of
its Common Shares evidences of its indebtedness or assets (including
securities, but excluding distributions of the character referred to
in Clause II.(6)G(a) or paragraph (i) above and any dividend or
distribution paid in cash out of retained earnings or out of net
profits for the fiscal year in which the dividend or distribution is
declared or the preceding year) or rights to subscribe other than as
set forth in paragraph (i) above, then in each such case the
Conversion Rate shall be increased (subject to the limitations
contained in Clause II.(6)G(d)) by multiplying such Conversion Rate
by a fraction, the numerator of which shall be the current market
price per Common Share (as defined in paragraph (iii) below) on the
record date for the determination of stockholders entitled to receive
such distribution, and the denominator of which shall be such current
market price per Common Share, less the then fair market value (as
determined by the Board of Directors) of the portion of the assets or
evidences of indebtedness so distributed or of such subscription
rights applicable to one Common Share.  Such adjustment shall be made
whenever any such distribution is made, but shall also be effective
retroactively as to Series AA Shares converted between the record
date for the determination of stockholders entitled to receive such
distribution and the date such distribution is made.
     
     (iii)  For the purpose of any computation under paragraphs (i)
and (ii) above, the current market price per Common Share at any date
shall be deemed to be the average of the daily closing prices for the
30 consecutive business days commencing 45 business days before the
day in question.  The closing price for each day shall be the last
reported sales price regular way or, in case no such reported sale
takes place on such day, the average of the reported closing bid and
asked prices regular way, in either case on the New York Stock
Exchange, or, if the Common Shares are not listed or admitted to
trading on such Exchange, on the principal national securities
exchange on which the Common Shares are listed or admitted to
trading, or if not listed or admitted to trading on any national
securities exchange, the average of the closing bid and asked prices
as furnished by any member of the National Association of Securities
Dealers, Inc. selected from time to time by the corporation for that
purpose.
     
     (d)  No adjustment in the conversion rate shall be required
unless such adjustment (plus any adjustments not previously made by
reason of this Clause II.(6)G(d)) would require an increase or
decrease of at least 1% in the number of Common Shares into which
each Series AA Share is then convertible; provided, however, that any
adjustment which by reason of this Clause II.(6)G(d) is not required
to be made shall be carried forward and taken into account in any
subsequent adjustment.  All calculations under this Clause II.(6)G
shall be made to the nearest one-hundred thousandth of a share.
     
     (e)  The corporation may, by action of the Board of Directors or
Executive Committee, at its election, increase the Conversion Rate to
avoid or diminish any Federal income tax to any holder of Common
Shares resulting from any dividend or distribution of stock or
issuance of rights or warrants to purchase or subscribe for stock or
from any event treated as such for Federal income tax purposes.
     
     H.  In case the corporation shall effect any capital
reorganization or reclassification of its shares or shall consolidate
or merge with or into any other corporation (including any merger in
which the corporation is the surviving corporation unless each Common
Share outstanding immediately prior to such merger is to remain
outstanding immediately after the merger) or shall transfer
substantially all its assets to any other corporation, lawful
provision shall be made as a part of the terms of such transaction
whereby the holders of Series AA Shares (or of any convertible
security which has been exchanged, substituted or issued for Series
AA Shares) shall, if entitled to convert such shares (or other such
securities) at any time after the consummation of such transaction,
receive upon conversion thereof in lieu of each Common Share issuable
upon conversion of such shares prior to such consummation the same
kind and amount of stock (or other securities, cash or property, if
any) as may be issuable or distributable in connection with such
transaction with respect to each outstanding Common Share (or of any
security which has been exchanged, substituted or issued for such
Common Share) subject to adjustments for subsequent stock dividends
and distributions, subdivisions or combinations of shares, capital
reorganizations, reclassifications, consolidations or mergers as
nearly equivalent as possible to the adjustments provided for in this
Clause II.(6).
     
     I.  Within 15 days after any adjustment of the Conversion Rate
pursuant to this Clause II.(6), the corporation shall give notice
thereof to each holder of record of Series AA Shares, which notice
shall state the Conversion Rate resulting from such adjustment,
setting forth in reasonable detail the method of calculation and the
facts upon which such calculation is based.
     
     J.  The corporation shall at all times reserve and keep
available out of its authorized Common Shares, solely for issuance
(free from any preemptive rights) upon the conversion of Series AA
Shares as herein provided, such number of Common Shares as shall from
time to time be issuable upon the conversion of all the Series AA
Shares at the time outstanding.  The corporation shall obtain and
keep in force such permits or other authorizations as may be required
by law to, and shall comply with all requirements as to qualification
in order to, enable the corporation lawfully to issue and deliver
such number of its Common Shares as shall from time to time be
sufficient to effect the conversion of all Series AA Shares from time
to time outstanding.  The corporation shall from time to time in
accordance with applicable law increase the authorized number of
Common Shares if at any time the authorized Common Shares remaining
unissued and unreserved for other purposes (together with the Common
Shares held in its treasury) shall not be sufficient to permit the
conversion of all the Series AA Shares at the time outstanding.
     
     (7)  Miscellaneous.
     
     A.  All notices referred to herein shall be in writing and shall
be duly given if mailed, postage prepaid, by first class mail, if to
the corporation, at P.O. Box 4000R, Morristown, New Jersey 07960,
Attention:  Secretary (except that any notice relating to conversion
of shares shall be sent to The Bank of New York, 90 Washington
Street, New York, New York 10015) or, if to any holder of the Series
AA Shares, at the address of such holder as listed in the stock
transfer books of the corporation, or to such other address as the
corporation or holder, as the case may be, shall have provided the
other by notice similarly given.
     
     B.  The corporation shall pay any and all issue and other taxes
that may be payable by the corporation in respect of any issue or
delivery of Common Shares or any other securities on account of
Series AA Shares pursuant hereto.  The corporation shall not,
however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of such Common
Shares or such securities in a name other than that in which the
Series AA Shares with respect thereto were registered, and no such
issue or delivery shall be made unless and until the person
requesting such issue has paid to the corporation the amount of any
such tax, or has established, to the satisfaction of the corporation,
that such tax has been paid.
     
     C.  All payments (whether in the form of dividends,
distributions on voluntary or involuntary dissolution, liquidation or
winding-up, payments in respect of redemption or any other payment)
made upon the Series AA Shares and any other Parity Shares shall be
made pro rata, so that amounts paid per share on the Series AA Shares
and such other Parity Shares shall in all cases bear to each other
the same ratio that the accumulated and accrued dividends,
distributions or payments, as the case may be, per share on the
Series AA Shares and such other Parity Shares bear to each other.
     
     D.  The Series AA Shares are hereby declared to be senior to the
Common Shares and on a parity with the other series of Preferred
Shares, including the Series A Shares, the Series C Shares, the
Series D Shares, the Series F Shares and the Series G Shares as to
dividends and as to the distribution of assets on any voluntary or
involuntary liquidation, dissolution or winding up of the
corporation.
     
     E.  Except as provided in Clause II.(6)H, the shares receivable
upon conversion of the Series AA Shares shall include only shares
presently designated as Common Shares or shares of any class or
classes resulting from any reclassification thereof which are not
limited as to dividends to any fixed sum or percentage and are not
subject to redemption by the corporation and in case at any time
there shall be more than one such resulting class, the shares of each
such class then so issuable shall be substantially in the proportion
which the total number of shares of such class resulting from all
such reclassifications bears to the total number of shares of all
such classes resulting from all such reclassifications.
     
     F.  All Series AA Shares at any time redeemed, retired,
converted, purchased or otherwise acquired by the corporation,
whether or not as herein provided, shall assume the status of
authorized but unissued Preferred Shares, without par value,
undesignated as to series, subject to reissuance by the corporation
as Series AA Shares or any one or more other series of Preferred
Shares.

     FIFTH:  From time to time the corporation may issue and may sell
its authorized shares for such consideration per share (with respect
to shares having a par value, not less than the par value thereof),
either in money or money's worth of property or services, or for such
other considerations, whether greater or less, now or from time to
time hereafter permitted by law, as may be fixed by the Board of
Directors; and all shares so issued shall be fully paid and
nonassessable.

     No holder of any shares of any class shall as such holder have
any preemptive right to subscribe for or purchase any other shares or
securities of any class, whether now or hereafter authorized, which
at any time may be offered for sale or sold by the corporation.

     Each holder of record of the Common Shares of the corporation
shall be entitled to one vote for every Common Share standing in his
name on the books of the corporation.

     The corporation may issue Preferred Stock from time to time in
one or more series as the Board of Directors may establish by the
adoption of a resolution or resolutions relating thereto, each series
to have such voting powers, full or limited, or no voting powers, and
such designations, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated and expressed in the
resolution or resolutions providing for the issue of such series
adopted by the Board of Directors pursuant to authority to do so,
which authority is hereby granted to the Board of Directors.

     SIXTH:  The duration of the corporation is to be perpetual.

     SEVENTH:  Except as otherwise provided pursuant to the
provisions of this Certificate of Incorporation relating to the
rights of certain holders of Preferred Stock to elect additional
Directors under specified circumstances, the number of Directors of
the corporation shall be determined from time to time in the manner
described in the By-laws.  The Directors, other than those who may be
elected by the holders of Preferred Stock pursuant to this
Certificate of Incorporation, shall be classified with respect to the
time for which they severally hold office, into three classes, as
nearly equal in number as possible, as shall be provided in the
manner specified in the By-laws, one class to be originally elected
for a term expiring at the annual meeting of stockholders to be held
in 1986, another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1987, and another
class to be originally elected for a term expiring at the annual
meeting of stockholders to be held in 1988, with the members of each
class to hold office until their successors have been elected and
qualified.  At each annual meeting of stockholders, the successors of
the class of Directors whose term expires at that meeting shall be
elected to hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their
election.  No Director need be a stockholder.

     Except as otherwise provided pursuant to this Certificate of
Incorporation relating to the rights of certain holders of Preferred
Stock to elect Directors under specified circumstances, newly created
directorships resulting from any increase in the number of Directors
and any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other cause shall be filled
by the affirmative vote of a majority of the remaining Directors then
in office, even if less than a quorum of the Board of Directors, or
by a sole remaining director.  Any Director elected in accordance
with the preceding sentence shall hold office until the annual
meeting of stockholders at which the term of office of the class to
which such Director has been elected expires, and until such
Director's successor shall have been elected and qualified.  No
decrease in the number of Directors constituting the Board of
Directors shall shorten the term of any incumbent Director.

     Subject to the rights of certain holders of Preferred Stock to
elect Directors under circumstances specified in this Certificate of
Incorporation, any Director may be removed from office only for cause
by the affirmative vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the
corporation entitled to vote generally in the election of Directors
(the "Voting Stock"), voting together as a single class.

     Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of
at least 80% of the Voting Stock, voting together as a single class,
shall be required to amend or repeal, or adopt any provision
inconsistent with, this Article SEVENTH.

     EIGHTH:   The By-laws of the corporation may contain provisions,
not inconsistent with law or this Certificate of Incorporation,
relating to the management of the business of the corporation, the
regulation of its affairs, the transfer of its stock, the
qualifications, compensation and powers and duties of its Directors
and the time and place and the manner of calling the meetings of its
stockholders and Directors.

     The Board of Directors may from time to time fix, determine and
vary the amount of the working capital of the corporation, may
determine what part, if any, (i) of its surplus or (ii) in case there
shall be no such surplus, of its net profits for the fiscal year in
which the dividend is declared and/or the preceding fiscal year shall
be declared as dividends and paid to the stockholders, may determine
the time or times for the declaration and payment of dividends, the
amount thereof and whether they are to be in cash, property or shares
of the capital stock of the corporation and may direct and determine
the use and disposition of any surplus over and above the capital of
the corporation.

     The Board of Directors may from time to time make, amend,
supplement or repeal the By-laws; provided, however, that the
stockholders may change or repeal any By-law adopted by the Board of
Directors and provided further that no amendment or supplement to the
By-laws adopted by the Board of Directors shall vary or conflict with
any amendment or supplement adopted by the stockholders.
Notwithstanding the foregoing and anything contained in this
Certificate of Incorporation to the contrary, Section 3 (Special
Meetings) of Article II (Meetings of Shareholders) of the By-laws,
Sections 2 (Number, Election and Terms) or 10 (Removal of Directors)
of Article III (Directors) of the By-laws, or the final sentence of
Article XI (Amendments) of the By-laws shall not be amended or
repealed, and no provision inconsistent with any thereof shall be
adopted, without the affirmative vote of the holders of at least 80%
of the Voting Stock (as defined in Article SEVENTH), voting together
as a single class.  Notwithstanding anything contained in this
Certificate of Incorporation to the contrary, the affirmative vote of
the holders of at least 80% of the Voting Stock, voting together as a
single class, shall be required to amend or repeal, or adopt any
provision inconsistent with, any provision of this paragraph.

     The Board of Directors shall, except as otherwise provided by
law, this Certificate of Incorporation or the By-laws, exercise the
powers of the corporation.

     Pursuant to the By-laws, an Executive Committee and/or one or
more other committees may be appointed from among the Directors or
otherwise, to which may be delegated any of or all the powers and
duties of the Board of Directors, to the full extent permitted by
law.

     Except as otherwise required by law and subject to the rights of
the holders of Preferred Stock pursuant to the provisions of this
Certificate of Incorporation, special meetings of stockholders may be
called only by the Chief Executive Officer or by the Board of
Directors pursuant to a resolution approved by a majority of the then
authorized number of Directors of the corporation (as determined in
accordance with the By-laws).  Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative
vote of the holders of at least 80% of the Voting Stock, voting
together as a single class, shall be required to amend or repeal, or
adopt any provision inconsistent with, any provision of this
paragraph.

     No contract or other transaction of the corporation shall be
void, voidable, fraudulent or otherwise invalidated, impaired or
affected, in any respect, by reason of the fact that any one or more
of the officers, Directors or stockholders of the corporation shall
individually be party or parties thereto or otherwise interested
therein, or shall be officers, directors or stockholders of any other
corporation or corporations which shall be party or parties thereto
or otherwise interested therein; provided that such contract or other
transactions be duly authorized or ratified by the Board of Directors
or Executive Committee, with the assenting vote of a majority of the
disinterested Directors or Executive Committeemen then present, or,
if only one such is present, with his assenting vote.

     NINTH:  No stockholder action may be taken except at an annual
or special meeting of stockholders of the corporation and
stockholders may not take any action by written consent in lieu of a
meeting.

     Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of
at least 80% of the Voting Stock (as defined in Article SEVENTH),
voting together as a single class, shall be required to amend or
repeal, or adopt any provision inconsistent with, this Article NINTH.

     TENTH:  Unless required by law or demanded by a stockholder of
the corporation entitled to vote at a meeting of stockholders or
determined by the chairman of such meeting to be advisable, the vote
on any question need not be by ballot.  On a vote by ballot, each
ballot shall be signed by the stockholder voting, or his proxy if
there be such proxy, and shall state the number of shares voted by
such stockholder or proxy.

     ELEVENTH:  (1) Elimination of Certain Liability of Directors.  A
Director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a Director, except for liability (i) for any breach
of the Director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the Director derived an improper
personal benefit.  If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article ELEVENTH to
authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a Director of
the corporation shall be eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of this Section by the stockholders of the
corporation shall not adversely affect any right or protection of a
Director of the corporation existing at the time of such repeal or
modification.

     (2)  Indemnification and Insurance.

     (A)  Right to Indemnification.  Each person who was or is made a
party or is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he or she, or a person of whom he or she is
the legal representative, is or was a Director, officer or employee
of the corporation or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
(hereinafter, an "indemnitee"), whether the basis of such proceeding
is alleged action in an official capacity as a Director, officer,
employee or agent or in any other capacity while serving as a
Director, officer, employee or agent, shall be indemnified and held
harmless by the corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter
be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said Law permitted the corporation to
provide prior to such amendment), against all expense, liability and
loss (including attorneys' fees, judgments, fines, ERISA excise taxes
or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such indemnitee in connection therewith and
such indemnification shall continue as to an indemnitee who has
ceased to be a Director, officer, employee or agent and shall inure
to the benefit of the indemnitee's heirs, executors and
administrators; provided, however, that, except as provided in
paragraph (B) hereof with respect to proceedings to enforce rights to
indemnification, the corporation shall indemnify any such indemnitee
in connection with a proceeding (or part thereof) initiated by such
indemnitee only if such proceeding (or part thereof) was authorized
by the Board of Directors of the corporation.  The right to
indemnification conferred in this Section shall be a contract right
and shall include the right to be paid by the corporation the
expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter, an "advancement of expenses");
provided, however, that, if the Delaware General Corporation Law
requires, an advancement of expenses incurred by an indemnitee in his
or her capacity as a Director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee,
including, without limitation, service to an employee benefit plan)
in advance of the final disposition of a proceeding, shall be made
only upon delivery to the corporation of an undertaking (hereinafter,
an "undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter, a "final adjudication") that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise, and, provided further, that an advancement of expenses
incurred by an employee other than a Director or officer in advance
of the final disposition of a proceeding shall be made, unless
otherwise determined by the Board of Directors, only upon delivery to
the corporation of an undertaking by or on behalf of such employee to
the same effect as any undertaking required to be delivered by a
Director or officer.

     (B)  Right of Indemnitee to Bring Suit.  If a claim under
paragraph (A) of this Section is not paid in full by the corporation
within sixty days after a written claim has been received by the
corporation, except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be twenty days,
the indemnitee may at any time thereafter bring suit against the
corporation to recover the unpaid amount of the claim.  If successful
in whole or in part in any such suit, or in a suit brought by the
corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the indemnitee shall be entitled to be paid
also the expense of prosecuting or defending such suit.  In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a
right to an advancement of expenses) it shall be a defense that, and
(ii) any suit by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the corporation
shall be entitled to recover such expenses upon a final adjudication
that, the indemnitee has not met the applicable standard of conduct
set forth in the Delaware General Corporation Law.  Neither the
failure of the corporation (including its Board of Directors,
independent  legal counsel, or its stockholders) to have made a
determination prior to the commencement of such suit that
indemnification of the indemnitee is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a
presumption that the indemnitee has not met the applicable standard
of conduct or, in the case of such a suit brought by the indemnitee,
be a defense to such suit.  In any suit brought by the indemnitee to
enforce a right to indemnification or to an advancement of expenses
hereunder, or by the corporation to recover an advancement of
expenses pursuant to the terms of an undertaking, the burden of
proving that the indemnitee is not entitled to be indemnified, or to
such advancement of expenses, under this Section or otherwise shall
be on the corporation.

     (C)  Non-Exclusivity of Rights.  The rights to indemnification
and to the advancement of expenses conferred in this Section shall
not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of this Certificate of
Incorporation, By-law, agreement, vote of stockholders or
disinterested Directors or otherwise.

     (D)  Insurance.  The corporation may maintain insurance, at its
expense, to protect itself and any Director, officer, employee or
agent of the corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the corporation would have the
power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

     (E)  Indemnification of Agents of the Corporation.  The
corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification and to the
advancement of expenses to any agent of the corporation to the
fullest extent of the provisions of this Section with respect to the
indemnification and advancement of expenses of Directors, officers
and employees of the corporation.

     TWELFTH:   The corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute,
and all rights conferred upon stockholders herein are granted subject
to this reservation.

     IN WITNESS WHEREOF, AlliedSignal Inc. has caused this Restated
Certificate of Incorporation to be executed in its corporate name on
this 28th day of April, 1997.

                                   AlliedSignal Inc.

                                   
                                   By:  Peter M. Kreindler
                                        --------------------------
                                        Peter M. Kreindler
                                        Senior Vice President, General
                                        Counsel and Secretary
                                   
[Corporate Seal]

ATTEST:

DENNIS R. MARSHALL
- ---------------------------
Dennis R. Marshall
Associate General Counsel
and Assistant Secretary

                                                  EXHIBIT 15

May 13, 1997

Securities and Exchange Commission
450 Fifth Street
Washington, D.C.  20549

Dear Ladies and Gentlemen:

We are aware that the March 31, 1997 Quarterly Report on
Form 10-Q of AlliedSignal Inc. which includes our report
dated Aril 24, 1997 (issued pursuant to the provisions of
Statement on Auditing Standard No. 71) will be incorporated
by reference in the Prospectuses constituting part of
AlliedSignal Inc.'s Registration Statements, on Forms
S-8 (Nos. 33-09896, 33-51455, 33-55410, 33-58345, 33-58347,
33-60261, 33-62963, 33-64295 and 333-14673), on Forms S-3
(Nos. 33-13211, 33-14071, 33-55425, 33-64245 and 333-22355)
and on Form S-8 (filed as an amendment to Form S-14, No. 2-
99416-01).  We are also aware of our responsibilities under
the Securities Act of 1933.

Very truly yours,

/s/ Price Waterhouse LLP

Price Waterhouse LLP

 5

This schedule contains summary financial information extracted from the
consolidated balance sheet at March 31, 1997 and the consolidated statement
of income for the three months ended March 31, 1997 and is qualified in its
entirety by reference to such financial statements.

 1,000

                   3-MOS
                          DEC-31-1997
                               MAR-31-1997
                                           1,265
                                       400
                                    1,293
                                        33
                                      2,050
                                 5,795
                                           8,996
                                   4,883
                                  12,718
                            3,556
                                          1,256
                                0
                                          0
                                           358
                                       3,832
                    12,718
                                          3,327
                                 3,327
                                            2,605
                                    2,605
                                     0
                                     0
                                  42
                                    390
                                       131
                                259
                                       0
                                      0
                                            0
                                       259
                                      .92
                                        0