S-4/A

   
  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER  20, 1997 

                                                    REGISTRATION NO. 333-35907 
    

                      SECURITIES AND EXCHANGE COMMISSION 
                            WASHINGTON, D.C. 20549 

   
                               AMENDMENT NO. 1 
                                      TO 
                                   FORM S-4 
    

                            REGISTRATION STATEMENT 
                                    UNDER 
                          THE SECURITIES ACT OF 1933 

                           UNITED AUTO GROUP, INC. 
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 



                                                                    
               DELAWARE                              5511                      22-3086739 
     (STATE OR OTHER JURISDICTION        (PRIMARY STANDARD INDUSTRIAL       (I.R.S. EMPLOYER 
  OF INCORPORATION OF ORGANIZATION)       CLASSIFICATION CODE NUMBER)     IDENTIFICATION NO.) 


   


                                                                                           
                  UAG NORTHEAST, INC.                        DELAWARE              6719             13-3914604 
               UAG NORTHEAST (NY), INC.                      NEW YORK              6719             13-3915001 
                DIFEO PARTNERSHIP, INC.                      DELAWARE              6719             22-3145559 
             DIFEO PARTNERSHIP VIII, INC.                    DELAWARE              6719             22-3187703 
              DIFEO PARTNERSHIP IX, INC.                     DELAWARE              6719             22-3187702 
               DIFEO PARTNERSHIP X, INC.                    NEW JERSEY             6719             22-3187701 
              DIFEO PARTNERSHIP HCT, INC.                    DELAWARE              6719             22-3187710 
              DIFEO PARTNERSHIP RCM, INC.                    DELAWARE              6719             22-3187707 
              DIFEO PARTNERSHIP RCT, INC.                    DELAWARE              6719             22-3187709 
              DIFEO PARTNERSHIP SCT, INC.                    DELAWARE              6719             22-3187705 
                  HUDSON TOYOTA, INC.                       NEW JERSEY             6719             22-1919268 
                 SOMERSET MOTORS, INC.                      NEW JERSEY             6719             22-2986160 
             COUNTY AUTO GROUP PARTNERSHIP                  NEW JERSEY             5511             13-3678489 
               DANBURY AUTO PARTNERSHIP                     NEW JERSEY             5511             06-1349205 
         DANBURY CHRYSLER PLYMOUTH PARTNERSHIP              NEW JERSEY             5511             06-1359706 
                 DIFEO BMW PARTNERSHIP                      NEW JERSEY             5511             22-3186285 
            DIFEO CHEVROLET-GEO PARTNERSHIP                 NEW JERSEY             5511             22-3186253 
    DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP          NEW JERSEY             5511             22-3186252 
               DIFEO HYUNDAI PARTNERSHIP                    NEW JERSEY             5511             22-3186280 
               DIFEO LEASING PARTNERSHIP                    NEW JERSEY             7515             22-3193493 
               DIFEO NISSAN PARTNERSHIP                     NEW JERSEY             5511             22-3186257 
            FAIR CHEVROLET-GEO PARTNERSHIP                  NEW JERSEY             5511             06-1349192 
               FAIR HYUNDAI PARTNERSHIP                     NEW JERSEY             5511             06-1349181 
               HUDSON MOTORS PARTNERSHIP                    NEW JERSEY             5511             22-3186282 
              J&F OLDSMOBILE PARTNERSHIP                    NEW JERSEY             5511             22-3186266 
                    OCM PARTNERSHIP                         NEW JERSEY             5511             22-3248309 
                    OCT PARTNERSHIP                         NEW JERSEY             5511             22-3248308 
              ROCKLAND MOTORS PARTNERSHIP                   NEW JERSEY             5511             13-3678488 
              SOMERSET MOTORS PARTNERSHIP                   NEW JERSEY             5511             22-3186283 
                 UNITED LANDERS, INC.                        DELAWARE              6719             13-3860266 
               LANDERS AUTO SALES, INC.                      ARKANSAS              5511             71-0463494 
              LANDERS BUICK-PONTIAC, INC.                    ARKANSAS              5511             71-0765000 
            LANDERS UNITED AUTO GROUP, INC.                  ARKANSAS              5521             71-0784996 
         LANDERS UNITED AUTO GROUP NO. 2, INC.               ARKANSAS              5521             71-0796323 
         LANDERS UNITED AUTO GROUP NO. 3, INC.               ARKANSAS              5521             71-0792693 
         LANDERS UNITED AUTO GROUP NO. 4, INC.               ARKANSAS              6719             71-0799357 
                   UAG ATLANTA, INC.                         DELAWARE              6719             13-3865530 
                 ATLANTA TOYOTA, INC.                          TEXAS               5511             58-1786146 
                 UAG ATLANTA II, INC.                        DELAWARE              6719             22-3439248 
                  UNITED NISSAN, INC.                         GEORGIA              5511             58-2038392 
                 UAG ATLANTA III, INC.                       DELAWARE              6719             13-3914606 
                PEACHTREE NISSAN, INC.                        GEORGIA              5511             58-1273321 
                    UAG WEST, INC.                           DELAWARE              6719             13-3914611 
                6725 AGENT PARTNERSHIP                        ARIZONA              5511             86-0840828 
                 6725 DEALERSHIP, LTD.                        ARIZONA              5511             86-0720740 
                       LRP, LTD.                              ARIZONA              5511             86-0805727 
                  SA AUTOMOTIVE, LTD.                         ARIZONA              5511             86-0583813 
                  SL AUTOMOTIVE, LTD.                         ARIZONA              5511             86-0610228 
                 SCOTTSDALE AUDI, LTD.                        ARIZONA              5511             86-0839423 
           SCOTTSDALE MANAGEMENT GROUP, LTD.                  ARIZONA              8741             86-0573438 
                    SK MOTORS, LTD.                           ARIZONA              5511             86-0839422 
                 SPA AUTOMOTIVE, LTD.                         ARIZONA              5511             86-0389559 
                     SUN BMW, LTD.                            ARIZONA              5511             86-0782655 
                 UAG ATLANTA IV, INC.                        DELAWARE              6719             13-3914607 
              UAG ATLANTA IV MOTORS, INC.                     GEORGIA              5511             58-1092076 
                  UAG ATLANTA V, INC.                        DELAWARE              6719             13-3914609 
                 CONYERS NISSAN, INC.                         GEORGIA              5511             58-1286561 
                  UAG TENNESSEE, INC.                        DELAWARE              6719             13-3914610 

                  UNITED NISSAN, INC.                        TENNESSEE             5511             62-0790848 
                    UAG TEXAS, INC.                          DELAWARE              6719             13-3933080 
                  UAG TEXAS II, INC.                         DELAWARE              6719             13-3933083 
               SHANNON AUTOMOTIVE, LTD.                        TEXAS               5511             76-0528837 
                   UAG NEVADA, INC.                          DELAWARE              6719            13-394-3658 
                  UNITED NISSAN, INC.                         NEVADA               5511             88-0166773 
                    UAG EAST, INC.                           DELAWARE              6719            13-394-4970 
                AMITY AUTO PLAZA, LTD.                       NEW YORK              5511            11-294-0031 
           AMITY NISSAN OF MASSAPEQUA, LTD.                  NEW YORK              5511             11-2428171 
           AUTO MALL PAYROLL SERVICES, INC.                   FLORIDA              8721             65-0168491 
                AUTO MALL STORAGE, INC.                       FLORIDA              7521             65-0733691 
            FLORIDA CHRYSLER PLYMOUTH, INC.                   FLORIDA              5511             59-2676162 
              J&S AUTO REFINISHING, LTD.                     NEW YORK              7532             11-3266285 
              NORTHLAKE AUTO FINISH, INC.                     FLORIDA              7532             65-0069290 
                 PALM AUTO PLAZA, INC.                        FLORIDA              5511             65-0224472 
               WEST PALM AUTO MALL, INC.                      FLORIDA              8741             65-0050208 
               WEST PALM INFINITI, INC.                       FLORIDA              5511             65-0132666 
                WEST PALM NISSAN, INC.                        FLORIDA              5511             59-2664962 
                 WESTBURY NISSAN, LTD.                       NEW YORK              5511            11-304-9910 
               WESTBURY SUPERSTORE, LTD.                     NEW YORK              5511            11-298-3989 
                  UAG CAROLINA, INC.                         DELAWARE              6719             13-3959601 
               GENE REED CHEVROLET, INC.                  SOUTH CAROLINA           5511             57-0714181 
          MICHAEL CHEVROLET-OLDSMOBILE, INC.              SOUTH CAROLINA           5511             57-0917132 
             REED LALLIER CHEVROLET, INC.                 NORTH CAROLINA           5511             56-1632500 
                 UAG ATLANTA VI, INC.                        DELAWARE              6719             13-3960863 
     UNITED JEEP EAGLE CHRYSLER PLYMOUTH OF STONE             GEORGIA              5511             58-1859444 
                    MOUNTAIN, INC. 
         UNITEDAUTO DODGE OF SHREVEPORT, INC.                DELAWARE              5511             72-1393145 
                 UNITED AUTOCARE, INC.                       DELAWARE              6399             13-3920140 
            UNITED AUTOCARE PRODUCTS, INC.                   DELAWARE              5531             13-3922210 
             UAG CAPITAL MANAGEMENT, INC.                    DELAWARE              6799             13-3933904 
               UAG FINANCE COMPANY, INC.                     DELAWARE              6399             13-3953915 
            (Exact names of co-registrants                (State or other   (Primary Standard    (I.R.S. Employer 
            as specified in their charters)                jurisdiction         Industrial        Identification 
                                                         of incorporation     Classification           No.) 
                                                                of             Code Number) 
                                                           organization) 

    

                               375 PARK AVENUE 
                           NEW YORK, NEW YORK 10152 
                                (212) 223-3300 
        (Address, including zip code, and telephone number, including 
           area code, of registrants' principal executive offices) 

                          PHILIP N. SMITH, JR., ESQ. 
                  SENIOR VICE PRESIDENT AND GENERAL COUNSEL 
                           UNITED AUTO GROUP, INC. 
                               375 PARK AVENUE 
                           NEW YORK, NEW YORK 10152 
                                (212) 223-3300 
   (Name, address, including zip code, and telephone number, including area 
                         code, of agent for service) 

                               WITH A COPY TO: 
                          Laurence D. Weltman, Esq. 
                           Willkie Farr & Gallagher 
                             One Citicorp Center 
                             153 East 53rd Street 
                           New York, New York 10022 
                                (212) 821-8000 

   APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE 
PUBLIC: As soon as practicable after this Registration Statement becomes 
effective. 

   If any of the securities being registered on this Form are to be offered 
in connection with the formation of a holding company and there is compliance 
with General Instruction G, check the following box. [ ] 

   
The Registrants hereby amend this Registration Statement on such date or 
dates as may be necessary to delay its effective date until the Registrants 
shall file a further amendment that specifically states that this 
Registration Statement shall thereafter become effective in accordance with 
Section 8(a) of the Securities Act of 1933, as amended, or until this 
Registration Statement shall become effective on such date as the Commission, 
acting pursuant to said Section 8(a), may determine. 
    


   
                SUBJECT TO COMPLETION DATED NOVEMBER 20, 1997
    

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A 
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE 
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY 
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT 
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR 
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE 
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE 
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF 
ANY STATE. 

   
PROSPECTUS 

       OFFER FOR ALL OUTSTANDING 11% SENIOR SUBORDINATED NOTES DUE 2007 
            IN EXCHANGE FOR UP TO $150,000,000 PRINCIPAL AMOUNT OF 
                    11% SENIOR SUBORDINATED NOTES DUE 2007 
                                      OF 
    

                           UNITED AUTO GROUP, INC. 

   
THE NOTES ARE EFFECTIVELY SUBORDINATE TO SUBSTANTIALLY ALL OF THE OUTSTANDING 
 INDEBTEDNESS OF THE COMPANY AND THE GUARANTORS. THE COMPANY HAS NOT ISSUED, 
  AND DOES NOT HAVE ANY CURRENT FIRM ARRANGEMENTS TO ISSUE, ANY SIGNIFICANT 
         ADDITIONAL INDEBTEDNESS TO WHICH THE NOTES WOULD BE SENIOR. 

                              THE EXCHANGE OFFER 
          WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON     , 1997 
                               UNLESS EXTENDED 
    

   United Auto Group, Inc., a Delaware corporation ("UAG" or the "Company"), 
hereby offers upon the terms and subject to the conditions set forth in this 
Prospectus and the accompanying Letter of Transmittal (which together 
constitute the "Exchange Offer"), to exchange $1,000 principal amount of its 
11% Senior Subordinated Notes due 2007 (the "New Notes") for each $1,000 
principal amount of its issued and outstanding 11% Senior Subordinated Notes 
due 2007 (the "Old Notes" and, together with the New Notes, the "Notes") from 
the holders thereof. The terms of the New Notes are identical in all material 
respects to the terms of the Old Notes, except that the New Notes have been 
registered under the Securities Act of 1933, as amended (the "Securities 
Act"), and therefore will not bear legends restricting their transfer and 
will not contain terms providing for an increase in the interest rate thereon 
under certain circumstances described in the Registration Rights Agreement 
(as defined). The New Notes evidence the same debt as the Old Notes and will 
be issued pursuant to, and entitled to the same benefits under, the Indenture 
(as defined) governing the Old Notes. 

   
   The Notes will mature on July 15, 2007. Interest on the Notes accrues at 
the rate of 11% per annum and is payable semiannually in arrears on January 
15 and July 15 of each year, commencing on January 15, 1998. The Notes are 
redeemable at the option of the Company, in whole or in part, at any time on 
or after July 15, 2002 at the redemption prices set forth herein, plus 
accrued and unpaid interest thereon to the redemption date. In addition, at 
any time prior to July 15, 2000, the Company may redeem the Notes at a 
redemption price equal to 111% of the principal amount thereof, plus accrued 
and unpaid interest thereon to the redemption date, with the net cash 
proceeds of one or more Public Equity Offerings (as defined); provided, 
however, that at least $100.0 million in aggregate principal amount of Notes 
shall remain outstanding after each such redemption. Upon the occurrence of a 
Change of Control (as defined), each holder of Notes will have the right to 
require the Company to repurchase all or any portion of such holder's Notes 
at a price equal to 101% of the principal amount thereof, plus accrued and 
unpaid interest thereon to the purchase date. There can be no assurance that 
upon a Change of Control the Company will have sufficient funds to purchase 
any of the Notes. 
    

                                                (Cover continued on next page) 

   
   SEE "RISK FACTORS" BEGINNING ON PAGE 15 FOR A DISCUSSION OF CERTAIN 
FACTORS THAT HOLDERS TO THE OLD NOTES SHOULD CONSIDER IN CONNECTION WITH THE 
EXCHANGE OFFER AND THAT PROSPECTIVE INVESTORS IN THE NEW NOTES SHOULD 
CONSIDER IN CONNECTION WITH SUCH INVESTMENT. 
    

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY 
                            IS A CRIMINAL OFFENSE. 

                 The date of this Prospectus is       , 1997 

                                1           

(Cover continued from previous page) 

   
   The Notes are unsecured obligations of the Company, subordinated in right 
of payment to all Senior Debt (as defined) of the Company, including all 
obligations under the Company's Senior Credit Facility (as defined). The 
Company may incur, under the Senior Credit Facility or otherwise, significant 
additional indebtedness to which the Notes would be subordinate, to the 
extent permitted under the Indenture, primarily to finance dealership 
acquisitions and the purchase of inventory. The Notes are fully and 
unconditionally guaranteed (subject to fraudulent conveyance laws) on a joint 
and several basis (the "Guarantees") by substantially all of the subsidiaries 
of the Company (the "Guarantors"). The Guarantees are unsecured obligations 
of the Guarantors, subordinated in right of payment to all Senior Debt of the 
Guarantors, including all of the Guarantors' obligations under their 
guarantees of the Senior Credit Facility and all floor plan notes payable (of 
which $243.0 million was outstanding as of September 30, 1997). Other than 
the Series B Notes (as defined), the Company has not issued, and does not 
have any current firm arrangements to issue, any significant indebtedness 
with which the Notes would rank pari passu in right of payment. 
    

   The New Notes will bear interest from and including the date of issuance 
thereof. Holders (as defined) whose Old Notes are accepted for exchange will 
receive accrued interest thereon to, but not including, the date of issuance 
of the New Notes, such interest to be payable with the first interest payment 
on the New Notes, but will not receive any payment in respect of interest on 
the Old Notes accrued after the issuance of the New Notes. 

   The Old Notes were originally issued and sold on July 23, 1997 in a 
transaction not registered under the Securities Act, in reliance upon the 
exemption provided in Section 4(2) of the Securities Act and Rule 144A under 
the Securities Act (the "Initial Offering"). The Company is making the 
Exchange Offer in reliance on the position of the staff of the Securities and 
Exchange Commission (the "Commission") as set forth in certain no-action 
letters addressed to other parties in other transactions. However, the 
Company has not sought its own no-action letter and there can be no assurance 
that the staff of the Commission would make a similar determination with 
respect to the Exchange Offer. 

   Each Holder desiring to participate in the Exchange Offer will be required 
to represent, among other things, that (i) it is not an "affiliate" (as 
defined in Rule 405 of the Securities Act) of the Company, (ii) it is not 
engaged in, and does not intend to engage in, and has no arrangement or 
understanding with any person to participate in, a distribution of the New 
Notes and (iii) it is acquiring the New Notes in the ordinary course of its 
business (a Holder unable to make the foregoing representations is referred 
to as a "Restricted Holder"). A Restricted Holder will not be able to 
participate in the Exchange Offer and may only sell its Old Notes pursuant to 
a registration statement containing the selling securityholder information 
required by Item 507 of Regulation S-K under the Securities Act, or pursuant 
to an exemption from the registration requirement of the Securities Act. 

   Each broker-dealer (other than a Restricted Holder) that receives New 
Notes for its own account pursuant to the Exchange Offer (a "Participating 
Broker-Dealer") is required to acknowledge in the Letter of Transmittal that 
it acquired the Old Notes as a result of market-making activities or other 
trading activities and that it will deliver a prospectus in connection with 
the resale of such New Notes. Based upon interpretations by the staff of the 
Commission, the Company believes that New Notes issued pursuant to the 
Exchange Offer to Participating Broker-Dealers may be offered for resale, 
resold, and otherwise transferred by a Participating Broker-Dealer upon 
compliance with the prospectus delivery requirements, but without compliance 
with the registration requirements, of the Securities Act. The Company has 
agreed that for a period of 120 days following consummation of the Exchange 
Offer it will make this Prospectus available, for use in connection with any 
such resale, to any Participating Broker-Dealer that notifies the Company in 
the Letter of Transmittal that it may be subject to such prospectus delivery 
requirements. The Company believes that during such period of time, delivery 
of this Prospectus, as it may be amended or supplemented, will satisfy the 
prospectus delivery requirements of a Participating Broker-Dealer engaged in 
market-making or other trading activities. See "Exchange Offer" and "Plan of 
Distribution". 

   
   Based upon interpretations by the staff of the Commission, the Company 
believes that New Notes issued pursuant to the Exchange Offer may be offered 
for resale, resold, and otherwise transferred by a Holder thereof (other than 
a Restricted Holder or a Participating Broker-Dealer) without compliance with 
the registration and prospectus delivery requirements of the Securities Act. 
    

                                                (Cover continued on next page) 

                                2           

(Cover continued from previous page) 

   
   The New Notes are new securities for which there is currently no market. 
The Company presently does not intend to apply for listing or quotation of 
the New Notes on any securities exchange or stock market. The Company has 
been advised by J.P. Morgan Securities Inc., Salomon Brothers Inc, CIBC Wood 
Gundy Securities Corp., Montgomery Securities and Scotia Capital Markets 
(USA) Inc. (the "Initial Purchasers") that, following completion of the 
Exchange Offer, they presently intend to make a market in the New Notes; 
however, the Initial Purchasers are not obligated to do so and any 
market-making activities with respect to the New Notes may be discontinued at 
any time without notice. There can be no assurance that an active public 
market for the New Notes will develop. 
    

   Any Old Notes not tendered and accepted in the Exchange Offer will remain 
outstanding and will be entitled to all the rights and preferences and will 
be subject to the limitations applicable thereto under the Indenture. 
Following consummation of the Exchange Offer, the holders of Old Notes will 
continue to be subject to the existing restrictions upon transfer thereof and 
the Company will have no further obligation to such holders to provide for 
the registration under the Securities Act of the Old Notes held by them. To 
the extent that Old Notes are tendered and accepted in the Exchange Offer, a 
holder's ability to sell untendered Old Notes could be adversely affected. It 
is not expected that an active market for the Old Notes will develop while 
they are subject to restrictions on transfer. See "Risk Factors -- 
Consequences of Failure to Exchange." 

   
   The Company will accept for exchange any and all Old Notes that are 
validly tendered and not withdrawn on or prior to 5:00 p.m., New York City 
time, on the date the Exchange Offer expires, which will be          , 1997 
(the "Expiration Date"), unless the Exchange Offer is extended by the Company 
in its sole discretion, in which case the term "Expiration Date" shall mean 
the latest date and time to which the Exchange Offer is extended. Tenders of 
Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City 
time, on the Expiration Date. The Exchange Offer is not conditioned upon any 
minimum principal amount of Old Notes being tendered for exchange. However, 
the Exchange Offer is subject to certain conditions which may be waived by 
the Company and to the terms and provisions of the Registration Rights 
Agreement. Old Notes may be tendered only in denominations of $1,000 and 
integral multiples thereof. The Company has agreed to pay all of the expenses 
incurred by it in connection with the Exchange Offer. See "The Exchange 
Offer--Fees and Expenses." 

   This Prospectus, together with the Letter of Transmittal, is being sent to 
all registered holders of Old Notes as of November 19, 1997. 
    

   The Company will not receive any proceeds from this Exchange Offer. No 
dealer-manager has been retained in connection with this Exchange Offer. See 
"Use of Proceeds" and "Plan of Distribution." 

                                3           

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY 
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN 
CONNECTION WITH THE EXCHANGE OFFER COVERED BY THIS PROSPECTUS. IF GIVEN OR 
MADE SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING 
BEEN AUTHORIZED BY THE COMPANY OR THE GUARANTORS. THIS PROSPECTUS DOES NOT 
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE NEW 
NOTES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO 
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR 
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY 
IMPLICATIONS THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN 
THIS PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY OR THE GUARANTORS SINCE THE 
DATE HEREOF. 

                              TABLE OF CONTENTS 

   


                                        PAGE 
                                      
Incorporation of Certain Documents by 
 Reference ...........................    5 
Prospectus Summary....................    6 
Risk Factors..........................   15 
Use of Proceeds.......................   22 
Capitalization........................   23 
Selected Consolidated Financial Data .   24 
The Exchange Offer....................   26 
Certain Relationships and Related 
 Transactions.........................   35 
Description of Senior Credit 
 Facility.............................   36 
Description of Notes..................   37 
Certain U.S. Federal Income Tax 
 Considerations.......................   62 
Plan of Distribution..................   64 
Legal Matters.........................   65 
Experts...............................   65 
Available Information.................   65 

    

               DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS 

   
   THIS PROSPECTUS INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING 
OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE SECURITIES 
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER 
THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS PROSPECTUS OR 
INCORPORATED HEREIN BY REFERENCE, INCLUDING WITHOUT LIMITATION, CERTAIN 
STATEMENTS UNDER "PROSPECTUS SUMMARY," "MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" AND "BUSINESS," REGARDING 
THE COMPANY'S FINANCIAL POSITION AND BUSINESS STRATEGY MAY CONSTITUTE 
FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE 
EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT 
CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT. 
IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM 
THE COMPANY'S EXPECTATIONS ("CAUTIONARY STATEMENTS") ARE DISCLOSED IN THIS 
PROSPECTUS, INCLUDING WITHOUT LIMITATION IN CONJUNCTION WITH THE 
FORWARD-LOOKING STATEMENTS AND UNDER "RISK FACTORS." ALL SUBSEQUENT WRITTEN 
AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE COMPANY OR PERSONS 
ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE 
CAUTIONARY STATEMENTS. 
    

                                4           

   
   This Prospectus includes statistical data regarding the automotive 
retailing industry. Unless otherwise indicated, such data is taken or derived 
from information published by the Industry Analysis Division of the National 
Automobile Dealers Association in its NADA Data 1996, Crain Communications 
Inc. in its Automotive News 100-Year Almanac and 1997 Market Data Book and 
ADT Automotive, Inc. in its 1997 Used Car Market Report or provided to the 
Company by CNW Marketing Research. 
    

   NO AUTOMOBILE MANUFACTURER HAS BEEN INVOLVED, DIRECTLY, OR INDIRECTLY, IN 
THE PREPARATION OF THIS PROSPECTUS OR IN THE EXCHANGE OFFER BEING MADE 
HEREBY. NO MANUFACTURER HAS MADE ANY STATEMENTS OR REPRESENTATIONS IN 
CONNECTION WITH THE EXCHANGE OFFER OR HAS PROVIDED ANY INFORMATION OR 
MATERIALS THAT ARE USED IN CONNECTION WITH THE EXCHANGE OFFER, AND NO 
MANUFACTURER HAS ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS OF THIS 
PROSPECTUS. 

               INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

   
   The following documents filed by the Company with the Commission are 
incorporated herein by reference: 

   1. The Company's Annual Report on Form 10-K (File No. 1-12297) for the 
fiscal year ended December 31, 1996, filed pursuant to Section 13(a) of the 
Exchange Act. 

   2. The Company's Quarterly Reports on Form 10-Q (File No. 1-12297) for the 
fiscal periods ended March 31, 1997, June 30, 1997 and September 30, 1997. 

   3. The Company's Current Reports on Form 8-K (File No. 1-12297) filed by 
the Company on January 23, 1997, March 3, 1997, March 10, 1997, March 21, 
1997 (as amended by Form 8-K/A filed on April 30, 1997), April 21, 1997, May 
9, 1997, May 15, 1997 (as amended by Form 8-K/A filed on July 14, 1997), July 
8, 1997, July 15, 1997, August 7, 1997, September 24, 1997, October 31, 1997, 
November 6, 1997 and November 20, 1997. 

   All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 
or 15(d) of the Exchange Act after the date of this Prospectus and prior to 
the termination or consummation of the Exchange Offer shall be deemed to be 
incorporated by reference into this Prospectus and to be a part hereof from 
the dates of filing of such documents. 

   Any statement contained herein or in a document incorporated or deemed to 
be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Prospectus to the extent that a statement 
contained herein or in any other subsequently filed document which also is 
incorporated or deemed to be incorporated by reference herein modifies or 
supersedes such statement. Any such statement so modified or superseded shall 
not be deemed, except as so modified or superseded, to constitute a part of 
this Prospectus. 
    

                                5           

                              PROSPECTUS SUMMARY 

   
   The following summary is qualified in its entirety by, and should be read 
in conjunction with, the more detailed information and historical and pro 
forma financial statements included elsewhere in this Prospectus. Unless the 
context otherwise requires, references herein to the "Company" or "UAG" 
include United Auto Group, Inc. and its subsidiaries. 
    

                                 THE COMPANY 

   
   UAG is a leading acquirer, consolidator and operator of franchised 
automobile and light truck dealerships and related businesses. The Company is 
the second largest publicly-traded retailer of new motor vehicles in the 
United States. As of October 31, 1997, UAG operated 58 franchises located in 
Arizona, Arkansas, Connecticut, Florida, Georgia, Louisiana, Nevada, New 
Jersey, New York, North Carolina, South Carolina, Tennessee and Texas and 
representing 27 American, Asian and European brands. As an integral part of 
its dealership operations, UAG also sells used vehicles. All of UAG's 
franchised dealerships include integrated service and parts operations, which 
are an important source of recurring revenues. The Company also owns Atlantic 
Auto Finance Corporation ("Atlantic Finance"), an automobile finance company 
engaged in the purchase, sale and servicing of primarily prime credit quality 
automobile loans originated by both UAG and third-party dealerships. 

   The Company was incorporated in the State of Delaware in December 1990 and 
commenced dealership operations in October 1992. The Company's executive 
offices are located at 375 Park Avenue, New York, New York 10152, and its 
telephone number is (212) 223-3300. 
    

COMPETITIVE STRENGTHS 

   The Company has attained a leading position in its industry through a 
series of acquisitions. The Company attributes its success and its continued 
opportunities for growth and profitability to the following competitive 
strengths: 

   
  DIVERSE PRODUCT AND GEOGRAPHIC PORTFOLIO. Since its initial acquisition in 
  October 1992, the Company has completed 19 dealership acquisitions 
  organized into eight geographic hubs including the New York, Atlanta and 
  Phoenix metropolitan areas. Brand portfolio is carefully managed to reduce 
  the risks associated with both changes in consumer preferences and 
  dependence on any single manufacturer or market segment. Also, geographic 
  diversity mitigates the Company's exposure to regional economic and weather 
  conditions. The Company will continue to target dealerships in the South, 
  Southeast and Southwest regions of the United States, which benefit from 
  lower operating costs than those of other regions and favorable climatic 
  conditions throughout the year. 
    

  SCALE OF OPERATIONS. The Company's scale of operations allows it to enhance 
  revenues and reduce costs relative to smaller dealership groups and 
  stand-alone dealerships. For example, through its United AutoCare 
  subsidiary, UAG dealerships market a variety of aftermarket products and 
  services that generate additional revenues previously captured by 
  third-party vendors. The Company believes that United AutoCare's size and 
  large customer pool allow it to provide credit insurance at more favorable 
  rates than its smaller competitors. The Company's bulk purchasing of 
  appearance packages and other aftermarket products provides opportunities 
  for improved margins relative to smaller dealership groups. UAG also 
  benefits from its large number of dealerships and high sales volumes when 
  negotiating floor plan financing rates. Also, the Company believes that its 
  hub strategy provides opportunities to lower used vehicle acquisition costs 
  at the regional level. 

  ACCESS TO CAPITAL MARKETS. The Company believes that its proven ability to 
  access the capital markets is a competitive advantage. The capital raised 
  allows the Company to implement its acquisition program in order to 
  continue to participate in the consolidation of the automotive retailing 
  industry. The Company is often sought out by potential sellers who are 
  attracted by UAG's ability to acquire their dealerships for a combination 
  of cash and stock. 

  CUSTOMER FOCUS. Central to UAG's overall philosophy is customer-oriented 
  service designed to meet the needs of an increasingly sophisticated and 
  demanding automotive consumer. Each of the Company's dealerships is a 
  full-service operation, providing sales, service and parts departments. The 
  Company seeks to provide its customers with a satisfying, pleasant and 
  informative retailing experience, which entails "one-stop" shopping 
  convenience, competitive pricing and a sales staff that is knowledgeable 
  about product offerings and responsive to a customer's particular needs. 
  Continuous 

                                6           

  training of the sales force focuses on providing skills that improve its 
  interactions with customers. A key management tool at UAG is customer 
  service index ("CSI") scores, which are derived from data accumulated by 
  manufacturers through customer surveys. These scores are monitored 
  carefully by management to improve dealership operations and are used as a 
  factor in determining compensation of general managers. 

BUSINESS STRATEGY 

   UAG seeks to be a leader in the consolidation of the automotive retailing 
industry and to increase shareholder value through a strategy that includes 
the following principal elements: 

  ACQUIRE AND INTEGRATE PROFITABLE DEALERSHIP OPERATIONS. UAG seeks to 
  capitalize on continuing consolidation in the $675 billion U.S. automotive 
  retailing industry by selectively acquiring profitable dealerships. The 
  Company targets dealerships or dealership groups with established records 
  of profitability as well as with experienced management willing to remain 
  in place. The Company focuses on opportunities in geographic markets with 
  above-average projected population and job growth. Of the approximately 
  22,000 dealerships in the United States, the Company believes that at least 
  2,000 dealerships, some of which are members of dealership groups, meet its 
  acquisition criteria. The Company may also target dealerships in North 
  American markets outside the United States. The Company is also creating 
  regional hubs of dealerships that will be able to share administrative and 
  other operations to reduce costs. 

   
  GROW HIGHER-MARGIN OPERATING BUSINESSES. UAG is focusing on growing its 
  higher-margin businesses such as the retail sale of used vehicles, 
  aftermarket products and service and parts. UAG receives a steady supply of 
  used vehicles through trade-ins, vehicles coming off lease ("off-lease 
  vehicles") and used car auctions open only to new car dealers. In addition, 
  only new car dealers are able to sell used cars certified by manufacturers. 
  Through these programs, UAG is able to provide customers with 
  manufacturer-backed extended warranties and attractive financing on their 
  used car purchases. UAG also has the opportunity on each new or used 
  vehicle sold to generate incremental revenue from the sales of aftermarket 
  products, including accessories such as radios, cellular phones and alarms, 
  as well as agency services such as extended service contracts, credit 
  insurance policies and financing and lease contracts. Finally, each UAG new 
  car dealership offers an integrated service and parts department, which 
  provides an important recurring revenue stream to the Company's 
  dealerships. 
    

  IMPLEMENT "BEST PRACTICES." The Chairman's Committee, comprised of senior 
  executive officers and key managers, meets regularly to review the 
  operating performance of individual dealerships as well as to examine 
  important industry trends and, where appropriate, recommend specific 
  operating improvements. This facilitates implementation of successful 
  strategies throughout the organization so that each dealership can benefit 
  from the successes of the others as well as from the knowledge and 
  experience of UAG's senior management. Management also attends various 
  industry-sponsored leadership and management seminars and receives 
  continuing education in products, marketing strategies and management 
  information systems. The Company shares training techniques across its 
  dealership base and has made improving service absorption and aftermarket 
  revenues a Company-wide focus. 

   
  GENERATE INCREMENTAL REVENUE FROM AUTOMOBILE FINANCE BUSINESS. In 1996, 
  industry wide, greater than 70% of new and used automobiles purchased from 
  franchised dealerships and independent businesses were financed. To further 
  increase the incremental profit achievable through its vehicle sales by 
  capturing some of this financing business, the Company established Atlantic 
  Finance, an automobile finance company engaged in the purchase, sale and 
  servicing of primarily prime credit quality automobile loans originated by 
  both UAG and third-party dealerships. Led by an experienced management 
  team, Atlantic Finance seeks to grow by (i) increasing its business with 
  existing UAG dealerships, including those with which it has yet to commence 
  financing activities, (ii) commencing financing activities with dealerships 
  acquired by UAG in the future and (iii) using its presence in its local 
  operating markets to cultivate relationships with additional unaffiliated 
  dealerships. 
    

                                7           

PENDING ACQUISITIONS 

   
   Set forth below are all the material acquisitions with respect to which 
the Company has recently reached definitive agreements (the "Pending 
Acquisitions"). The automobile franchises to be acquired in the Pending 
Acquisitions are set forth in the chart below. The Exchange Offer is not 
conditioned upon the consummation of any of the Pending Acquisitions, and no 
assurance can be made that one or more of the Pending Acquisitions, each of 
which is subject to customary conditions (including manufacturer approvals), 
will not terminate prior to consummation. 

   On July 25, 1997, the Company reached a definitive agreement to acquire 
the Lynn Alexander Group, located in San Angelo, Texas, for a purchase price 
of $10.6 million in cash and a $1.3 million note. The Lynn Alexander Group 
had approximately $90.0 million in revenues in 1996. 

   On July 25, 1997, the Company reached a definitive agreement to acquire 
Classic Auto Group, located in the Philadelphia, Pennsylvania, metropolitan 
area, for a purchase price of $28.0 million in cash and a $2.0 million note. 
The Classic Auto Group had approximately $233.0 million in revenues in 1996. 

   On September 25, 1997, the Company reached a definitive agreement to 
acquire the Young Automotive Group, located in the Carolinas, Florida, 
Illinois and Indiana, for a purchase price of $50.0 million in cash and $25.0 
million in Common Stock. The Young Automotive Group had approximately $379.2 
million in revenues in 1996. 

ACQUISITION HISTORY 

   The following table sets forth information with respect to the dealerships 
that are owned as of October 31, 1997 by the Company and those that are 
proposed to be acquired in the Pending Acquisitions: 
    

   


                                       DATE 
DEALERSHIP                         ACQUIRED   LOCATIONS              FRANCHISES HELD 
- ----------------------------  ------------    ---------------------- ----------------------------------- 
                                                            
DiFeo Group 
 DiFeo Automotive Group               10/92   Danbury, CT            Chevrolet-Geo, Hyundai, Isuzu, 
                                                                     Suzuki 
                                              Bound Brook, NJ        Lexus 
                                              Jersey City, NJ        Hyundai, Jeep-Eagle, Toyota 
                                              Tenafly, NJ            BMW 
                                              Nyack, NY              Mitsubishi, Toyota 
 DiFeo Nissan                         11/92   Jersey City, NJ        Nissan 
 DiFeo Chrysler-Plymouth              12/92   Jersey City, NJ        Chrysler-Plymouth 
 Fair Honda                            1/93   Danbury, CT            Honda 
 Fair Dodge                            2/93   Danbury, CT            Dodge 
 Gateway                               8/93   Toms River, NJ         Mitsubishi, Toyota 
Landers Auto                           8/95   Benton, AR             Chrysler-Plymouth, Dodge, GMC 
                                                                     Truck, Jeep-Eagle 
Atlanta Toyota                         1/96   Duluth, GA             Toyota 
United Nissan (GA)                     5/96   Morrow, GA             Nissan 
Peachtree Nissan                       7/96   Chamblee, GA           Nissan 
Sun Automotive Group                  10/96   Phoenix, AZ            BMW, Land Rover 
                                              Scottsdale, AZ         Acura, Audi, Land Rover, Lexus, 
                                                                     Porsche, Rolls-Royce/Bentley (a) 
Evans Group                           10/96   Duluth, GA             BMW 
                                              Conyers, GA            Nissan 
United Nissan (TN)                    10/96   Chattanooga, TN        Nissan 
Crown Automotive                       3/97   Houston, TX            Chrysler-Plymouth, Dodge, 
                                                                     Jeep-Eagle 
Hanna Nissan                           4/97   Las Vegas, NV          Nissan 
Staluppi Group                         4/97   Long Island, NY        Nissan(2), Toyota (2) 
                                              W. Palm Beach, FL      Chrysler-Plymouth, Infiniti, 
                                                                     Jeep-Eagle, Nissan, Toyota 

                                8           

                                       DATE 
DEALERSHIP                         ACQUIRED   LOCATIONS              FRANCHISES HELD 
- ----------------------------  ------------    ---------------------- ----------------------------------- 
Reed Group                             5/97   Fayetteville, NC       Chevrolet 
                                              North Charleston, SC   Chevrolet 
                                              Summerville, SC        Chevrolet-Geo, Oldsmobile 
Lance Landers                          6/97   Benton, AR             Buick, Isuzu, Pontiac 
Stone Mountain                         8/97   Stone Mountain, GA     Chrysler-Plymouth, Jeep-Eagle 
Shreveport Dodge                      10/97   Shreveport, LA         Dodge 
Lynn Alexander Group                    (b)   San Angelo, TX         Chevrolet, Chrysler-Plymouth, 
                                                                     Dodge, Jeep-Eagle, Nissan 
Classic Auto Group                      (b)   Cherry Hill, NJ        Buick, Saab 
                                              Moorestown, NJ         Chevrolet 
                                              Turnersville, NJ       Acura, BMW, Buick, Chevrolet, 
                                                                     Honda, Nissan 
Young Automotive Group                  (b)   Kissimmee, FL          Toyota 
                                              Bloomington, IL        Chevrolet 
                                              Indianapolis, IN       Chevrolet, Honda, Isuzu 
                                              Tipton, IN             Buick, Chevrolet, GMC Truck, 
                                                                     Oldsmobile, Pontiac 
                                              Ashville, NC           Chevrolet 
                                              Goldsboro, NC          Cadillac, Chevrolet, Oldsmobile 
                                              Hilton Head, SC        BMW, Buick, GMC Truck, Pontiac 

    

   
(a)    Acquired February 1997. 
(b)    Acquisiton pending. 

SERIES B NOTES OFFERING 

   On September 16, 1997, the Company issued $50,000,000 aggregate principal 
amount of its 11% Senior Subordinated Notes due 2007, Series B (the "Series B 
Notes") in an offering exempt from registration under the Securities Act 
pursuant to Rule 144A thereunder. The Series B Notes are substantially 
identical to, and rank pari passu in right of payment with, the Notes. The 
Series B Notes were issued at 100.75% of their principal amount. The 
approximately $48.7 million in net proceeds of such offering were deposited 
with the Company's floor plan lenders and are available for working capital 
and general corporate purposes, including acquisitions. 
    

                                9           

                              THE EXCHANGE OFFER 

REGISTRATION RIGHTS AGREEMENT .  The Old Notes were sold by the Company on 
                                 July 23, 1997 to the Initial Purchasers, who 
                                 resold the Old Notes (i) to "qualified 
                                 institutional buyers" (as defined in Rule 
                                 144A under the Securities Act) in reliance 
                                 upon Rule 144A under the Securities Act and 
                                 (ii) outside the United States to persons 
                                 other than U.S. persons in reliance upon 
                                 Regulation S under the Securities Act. In 
                                 connection therewith, the Company, the 
                                 Guarantors named therein and the Initial 
                                 Purchasers entered into the Registration 
                                 Rights Agreement dated as of July 23, 1997 
                                 (the "Registration Rights Agreement"), 
                                 providing for, among other things, the 
                                 Exchange Offer. 

   
THE EXCHANGE OFFER ............  The Company is offering to exchange up to 
                                 $150,000,000 aggregate principal amount of 
                                 New Notes for up to $150,000,000 aggregate 
                                 principal amount of Old Notes issued in the 
                                 Initial Offering in reliance upon an 
                                 exemption from registration under the 
                                 Securities Act. Upon consummation of the 
                                 Exchange Offer, the terms of the New Notes 
                                 (including principal amount, interest rate, 
                                 maturity and ranking) will be identical in 
                                 all material respects to the terms of the 
                                 Old Notes for which they may be exchanged 
                                 pursuant to the Exchange Offer, except that 
                                 the New Notes have been registered under the 
                                 Securities Act and therefore will not bear 
                                 legends restricting their transfer and will 
                                 not contain terms providing for an increase 
                                 in the interest rate thereon under certain 
                                 circumstances described in the Registration 
                                 Rights Agreement. See "The Exchange 
                                 Offer--Purpose and Effect of the Exchange 
                                 Offer." 
    

MINIMUM CONDITION .............  The Exchange Offer is not conditioned upon 
                                 any minimum aggregate principal amount of 
                                 Old Notes being tendered for exchange. 

   
EXPIRATION DATE ...............  The Exchange Offer will expire at 5:00 p.m., 
                                 New York City time, on      , 1997, unless 
                                 extended (the "Expiration Date"). See "The 
                                 Exchange Offer--Expiration Date; Extensions; 
                                 Amendments." 
    

EXCHANGE DATE .................  The date of acceptance for exchange of the 
                                 Old Notes will be the first business day 
                                 practicable following the Expiration Date. 

   
CONDITIONS TO THE EXCHANGE 
OFFER .........................  The obligation of the Company to consummate 
                                 the Exchange Offer is subject to certain 
                                 conditions, including the absence of (i) 
                                 certain types of litigation or laws, (ii) 
                                 certain adverse changes relating to the 
                                 Company, (iii) certain financial or 
                                 political crises and (iv) unobtained 
                                 governmental approvals. See "The 
    

                               10           

   
                                 Exchange Offer--Conditions." The Company 
                                 reserves the right to terminate or amend the 
                                 Exchange Offer at any time prior to the 
                                 Expiration Date upon the occurrence of any 
                                 such condition. 

WITHDRAWAL RIGHTS .............  Tenders may be withdrawn at any time prior 
                                 to the Expiration Date. Any Old Notes not 
                                 accepted for any reason will be returned 
                                 without expense to the tendering holders 
                                 thereof as promptly as practicable after the 
                                 expiration or termination of the Exchange 
                                 Offer. See "The Exchange Offer--Withdrawal 
                                 of Tenders." 
    

PROCEDURES FOR TENDERING OLD 
NOTES .........................  See "The Exchange Offer--Procedures for 
                                 Tendering." 

   
FEDERAL INCOME TAX 
CONSEQUENCES ..................  The exchange of Old Notes for New Notes by 
                                 Holders will not be a taxable exchange for 
                                 federal income tax purposes, and Holders 
                                 should not recognize any taxable gain or 
                                 loss or any interest income as a result of 
                                 such exchange. See "Certain U.S. Federal 
                                 Income Tax Considerations." 
    

CERTAIN REPRESENTATIONS .......  Each Holder desiring to participate in the 
                                 Exchange Offer will be required to 
                                 represent, among other things, that (i) it 
                                 is not an "affiliate" (as defined in Rule 
                                 405 of the Securities Act) of the Company, 
                                 (ii) it is not engaged in, and does not 
                                 intend to engage in, and has no arrangement 
                                 or understanding with any person to 
                                 participate in, a distribution of the New 
                                 Notes and (iii) it is acquiring the New 
                                 Notes in the ordinary course of its business 
                                 (a Holder unable to make the foregoing 
                                 representations is referred to as a 
                                 "Restricted Holder"). 

TRANSFER RESTRICTIONS ON NEW 
NOTES .........................  Based upon interpretations by the staff of 
                                 the Commission, the Company believes that 
                                 New Notes issued pursuant to the Exchange 
                                 Offer to Participating Broker-Dealers may be 
                                 offered for resale, resold, and otherwise 
                                 transferred by a Participating Broker-Dealer 
                                 upon compliance with the prospectus delivery 
                                 requirements, but without compliance with 
                                 the registration requirements, of the 
                                 Securities Act. The Company has agreed that 
                                 for a period of 120 days following 
                                 consummation of the Exchange Offer it will 
                                 make this Prospectus available, for use in 
                                 connection with any such resale, to any 
                                 Participating Broker-Dealer that notifies 
                                 the Company in the Letter of Transmittal 
                                 that it may be subject to such prospectus 
                                 delivery requirements. The Company believes 
                                 that during such period of time, delivery of 
                                 this Prospectus, as it may be amended or 
                                 supplemented, will satisfy the prospectus 
                                 delivery requirements of a Participating 
                                 Broker-Dealer engaged in market-making or 
                                 other trading activities. See "Exchange 
                                 Offer" and "Plan of Distribution." Based 
                                 upon interpretations by 

                               11           

                                 the staff of the Commission, the Company 
                                 believes that New Notes issued pursuant to 
                                 the Exchange Offer may be offered for 
                                 resale, resold, and otherwise transferred by 
                                 a Holder thereof (other than a Restricted 
                                 Holder or a Participating Broker-Dealer) 
                                 without compliance with the registration and 
                                 prospectus delivery requirements of the 
                                 Securities Act. 

EFFECT ON HOLDERS OF OLD 
NOTES .........................  As a result of the making of this Exchange 
                                 Offer, and upon acceptance for exchange of 
                                 all validly tendered Old Notes pursuant to 
                                 the terms of this Exchange Offer, the 
                                 holders of the Old Notes will have no 
                                 further registration or other rights under 
                                 the Registration Rights Agreement, except 
                                 under certain limited circumstances. Holders 
                                 of the Old Notes who do not tender their Old 
                                 Notes in the Exchange Offer will continue to 
                                 hold such Old Notes and will be entitled to 
                                 all the rights and limitations applicable 
                                 thereto under the Indenture dated as of July 
                                 23, 1997 among the Company, the Guarantors 
                                 and The Bank of New York, as trustee (the 
                                 "Trustee"), relating to the Old Notes and 
                                 the New Notes (as amended, the "Indenture"). 
                                 All untendered, and tendered but unaccepted, 
                                 Old Notes will continue to be subject to the 
                                 restrictions on transfer provided for in the 
                                 Old Notes and the Indenture. To the extent 
                                 that Old Notes are tendered and accepted in 
                                 the Exchange Offer, the trading market, if 
                                 any, for the Old Notes could be adversely 
                                 affected. See "Risk Factors--Consequences of 
                                 Failure to Exchange." 

                               12           

                                THE NEW NOTES 

ISSUER ........................  United Auto Group, Inc. 

SECURITIES OFFERED ............  $150,000,000 aggregate principal amount of 
                                 11% Senior Subordinated Notes due 2007. 

MATURITY DATE .................  July 15, 2007. 

INTEREST PAYMENT DATES ........  January 15 and July 15, commencing January 
                                 15, 1998. 

OPTIONAL REDEMPTION ...........  The New Notes will be redeemable at the 
                                 option of the Company, in whole or in part, 
                                 at any time on or after July 15, 2002 at the 
                                 redemption prices set forth herein, plus 
                                 accrued and unpaid interest thereon to the 
                                 redemption date. In addition, on or prior to 
                                 July 15, 2000, the Company may redeem the 
                                 Notes at a redemption price equal to 111% of 
                                 the principal amount thereof, plus accrued 
                                 and unpaid interest thereon to the 
                                 redemption date, with the net cash proceeds 
                                 of one or more Public Equity Offerings; 
                                 provided, however, that at least $100.0 
                                 million in aggregate principal amount of 
                                 Notes shall remain outstanding after each 
                                 such redemption. See "Description of 
                                 Notes--Optional Redemption." 

   
GUARANTEES ....................  The New Notes will be fully and 
                                 unconditionally guaranteed (subject to 
                                 fraudulent conveyance laws) on a joint and 
                                 several basis by substantially all of the 
                                 subsidiaries of the Company, so long as such 
                                 subsidiaries are guarantors under the Senior 
                                 Credit Facility. See "Description of 
                                 Notes--The Guarantees." 

SUBORDINATION .................  The New Notes are unsecured obligations of 
                                 the Company, subordinated in right of 
                                 payment to all Senior Debt of the Company, 
                                 including all obligations under the 
                                 Company's Senior Credit Facility. The 
                                 Guarantees will be unsecured obligations of 
                                 the Guarantors, subordinated in right of 
                                 payment to all Senior Debt of the 
                                 Guarantors, including all of the Guarantors' 
                                 obligations under their guarantees of the 
                                 Senior Credit Facility and all floor plan 
                                 notes payable (of which $243.0 million was 
                                 outstanding as of September 30, 1997). The 
                                 Notes are effectively subordinate to 
                                 substantially all of the outstanding 
                                 Indebtedness of the Company and the 
                                 Guarantors. The Company has not issued, and 
                                 does not have any current firm arrangements 
                                 to issue, any significant additional 
                                 Indebtedness to which the Notes would be 
                                 senior. See "Description of 
                                 Notes--Subordination." 
    

CHANGE OF CONTROL .............  Upon the occurrence of a Change of Control, 
                                 each holder of New Notes will have the right 
                                 to require the 

                               13           

                                 Company to purchase all or any portion of 
                                 such holder's New Notes at a price equal to 
                                 101% of the principal amount thereof, plus 
                                 accrued and unpaid interest thereon to the 
                                 date of purchase. The terms of the Senior 
                                 Credit Facility may limit the Company's 
                                 ability to repurchase any New Notes upon a 
                                 Change of Control. There can be no assurance 
                                 that upon a Change of Control the Company 
                                 will have sufficient funds to purchase any 
                                 of the New Notes. See "Description of 
                                 Notes--Change of Control." 

COVENANTS .....................  The Indenture contains certain covenants 
                                 that, among other things, limit the ability 
                                 of the Company or any Restricted Subsidiary 
                                 to incur additional Indebtedness, make 
                                 certain Restricted Payments and Investments, 
                                 create Liens, enter into transactions with 
                                 Affiliates or consummate certain merger, 
                                 consolidation or similar transactions. In 
                                 addition, the Company will be required to 
                                 offer to purchase New Notes at 100% of the 
                                 principal amount thereof with the net 
                                 proceeds of certain asset sales. These 
                                 covenants are subject to a number of 
                                 significant exceptions and qualifications. 
                                 See "Description of Notes." 

   FOR THE DEFINITIONS OF CERTAIN CAPITALIZED TERMS USED IN THIS SUMMARY, SEE 
"DESCRIPTION OF NOTES." 

                                 RISK FACTORS 

   Before tendering their Old Notes for New Notes offered hereby, holders of 
Old Notes should consider carefully certain factors, including the following, 
which (other than the one referenced in clause (i) below) are generally 
applicable to the Old Notes as well as the New Notes: (i) holders of Old 
Notes who do not exchange pursuant to the Exchange Offer will suffer certain 
adverse consequences; (ii) the Company is subject to the influence of the 
various manufacturers whose franchises it holds; (iii) the Notes and the 
Guarantees are subordinated to all Senior Debt of the Company and the 
Guarantors, respectively; (iv) the Company is leveraged and subject to 
restrictions imposed by the terms of its indebtedness; (v) many of the 
Company's franchise agreements impose restrictions upon the transferability 
of the Common Stock; (vi) the Company's growth depends in large part on its 
ability to manage expansion, control costs in its operations and consolidate 
dealership acquisitions; (vii) the Company will require substantial 
additional capital to acquire automobile dealerships and purchase inventory; 
(viii) unit sales of motor vehicles historically have been cyclical; (ix) the 
automotive retailing industry is highly competitive; (x) the automotive 
retailing industry is a mature industry; (xi) the Company's success depends 
to a significant extent on key members of its management; and (xii) the 
Company's business is seasonal. For a fuller discussion of these and other 
risk factors, see "Risk Factors." 

                               14           

                                 RISK FACTORS 

   In addition to the other information in this Prospectus, before tendering 
their Old Notes for New Notes offered hereby, holders of Old Notes should 
consider carefully the following factors, which (other than "Consequences of 
Failure to Exchange") are generally applicable to the Old Notes as well as 
the New Notes. 

CONSEQUENCES OF FAILURE TO EXCHANGE 

   Holders of Old Notes who do not exchange their Old Notes for New Notes 
pursuant to the Exchange Offer will continue to be subject to the 
restrictions on transfer of such Old Notes as set forth in the legend thereon 
as a consequence of the issuance of the Old Notes pursuant to exemptions 
from, or in transactions not subject to, the registration requirements of the 
Securities Act and applicable state securities laws. In general, the Old 
Notes may not be offered or sold unless registered under the Securities Act 
and applicable state securities laws, or pursuant to an exemption therefrom. 
Except under certain limited circumstances, the Company does not intend to 
register the Old Notes under the Securities Act. In addition, any holder of 
Old Notes who tenders in the Exchange Offer for the purpose of participating 
in a distribution of the New Notes may be deemed to have received restricted 
securities and, if so, will be required to comply with the registration and 
prospectus delivery requirements of the Securities Act in connection with any 
resale transaction. To the extent Old Notes are tendered and accepted in the 
Exchange Offer, the trading market, if any, for the Old Notes not tendered 
could be adversely affected. See "The Exchange Offer." 

INFLUENCE OF AUTOMOBILE MANUFACTURERS 

   
   Each of the Company's dealerships operates pursuant to a franchise 
agreement between the applicable automobile manufacturer (or authorized 
distributor thereof, referred to herein as the "manufacturer") and the 
subsidiary of the Company that operates such dealership, and the Company is 
dependent to a significant extent on its relationship with such 
manufacturers. Manufacturers exercise a great degree of control over 
dealerships, and the franchise agreement provides for termination or 
non-renewal for a variety of causes. The Company from time to time has been 
in non-compliance with certain provisions of certain of its franchise 
agreements, such as the obligation to obtain prior manufacturer approval of 
changes in dealership management. Actions taken by manufacturers to exploit 
their superior bargaining position could have a material adverse effect on 
the Company. For example, Saturn Corporation's refusal to grant its approval 
for the IPO and its assertion of an alleged right of first refusal with 
respect to one franchise necessitated the Company's transfer of the two 
Saturn franchises in its DiFeo Group to an affiliated holding company. See 
"--Stock Ownership/Issuance Limits." Furthermore, prior manufacturer approval 
is required with respect to acquisitions of automobile dealerships, and a 
manufacturer may deny the Company's application to make an acquisition or 
seek to impose further restrictions on the Company as a condition to granting 
approval of an acquisition. See "--Risks Associated with Acquisitions." 
    

   Many manufacturers attempt to measure customers' satisfaction with their 
sales and warranty service experiences through systems, which vary from 
manufacturer to manufacturer, generally known as the CSI. These manufacturers 
may use a dealership's CSI scores as a factor in evaluating applications for 
additional dealership acquisitions and other matters. Certain dealerships of 
the Company have had difficulty from time to time meeting their 
manufacturers' CSI standards. The components of CSI have been modified from 
time to time in the past, and there is no assurance that such components will 
not be further modified or replaced by different systems in the future. 
Failure of the Company's dealerships to comply with the standards imposed by 
manufacturers at any given time may have a material adverse effect on the 
Company. 

   The success of each of the Company's franchises is, in large part, 
dependent upon the overall success of the applicable manufacturer. 
Accordingly, the success of the Company is linked to the financial condition, 
management, marketing, production and distribution capabilities of the 
manufacturers of which the Company is a franchisee. Accordingly, events, such 
as labor strikes, that may adversely affect a manufacturer may also adversely 
affect the Company. For example, a strike of the independent truckers who 
distribute Chrysler Corporation ("Chrysler") motor vehicles adversely 
affected the Company in the second half of 1995. Similarly, the delivery of 
vehicles from manufacturers later than scheduled, which may occur 
particularly during periods of new product introductions, can lead to reduced 
sales during such periods. This has been experienced at certain of the 
Company's dealerships from time to time, including in the third 

                               15           

quarter of 1996. Moreover, any event that causes adverse publicity involving 
such manufacturers may have an adverse effect on the Company regardless of 
whether such event involves any of the Company's dealerships. 

SUBORDINATION OF THE NOTES AND THE GUARANTEES; RELEASE OF GUARANTEES 

   
   The Notes are subordinated in right of payment to all Senior Debt of the 
Company, including all obligations under the Senior Credit Facility. In the 
event of the bankruptcy, liquidation or reorganization of the Company, the 
assets of the Company will be available to pay obligations on the Notes only 
after all Senior Debt of the Company has been paid in full, and sufficient 
assets may not remain to pay amounts due on any or all of the Notes then 
outstanding. Similarly, the Guarantees will be subordinated in right of 
payment to all Senior Debt of the Guarantors, including the Guarantors' 
obligations under their guarantees of the Senior Credit Facility and all 
floor plan notes payable (of which $243.0 million was outstanding as of 
September 30, 1997). In certain circumstances, provisions of the Senior Debt 
of the Company or the Guarantors could prohibit payments of amounts due to 
holders of the Notes. See "Description of Notes -- Subordination." Additional 
Senior Debt may be incurred by the Company and the Guarantors from time to 
time, subject to certain limitations. See "Description of Notes -- Covenants 
- -- Limitation on Incurrence of Indebtedness." 
    

   Any Guarantor may be released from its Guarantee if such Guarantor is 
released from its guarantee of the Senior Credit Facility. See "Description 
of Notes -- The Guarantees." Upon such release, the Notes will be 
structurally subordinated to all liabilities of such Guarantor. 

LEVERAGE; RESTRICTIONS IMPOSED BY TERMS OF THE COMPANY'S INDEBTEDNESS 

   
   As of September 30, 1997, the Company's total consolidated indebtedness 
(including floor plan notes payable) and total stockholders' equity was 
$494.6 million and $323.7 million, respectively, and total indebtedness 
represented 60.4% of total capitalization. 
    

   The degree to which the Company is leveraged could have important 
consequences to the holders of Notes, including: (i) the Company's ability to 
obtain additional financing for working capital (including inventory 
financing), capital expenditures, acquisitions or other purposes may be 
restricted; (ii) a substantial portion of the Company's cash flow from 
operations will be required to be used for debt service; and (iii) the 
Company's leveraged position may make it more vulnerable to economic 
downturns and may limit its ability to withstand competitive pressures. In 
addition, the Company's operating flexibility with respect to certain 
business matters will be limited by covenants contained in the Indenture and 
the Senior Credit Facility. 

   The Company believes that, based on its current level of operations, it 
will have sufficient capital to carry on its business and will be able to 
meet its scheduled debt service requirements. However, there can be no 
assurance that the future cash flow of the Company will be sufficient to meet 
the Company's obligations and commitments. If the Company is unable to 
generate sufficient cash flow from operations in the future to service its 
indebtedness and to meet its other commitments, the Company will be required 
to adopt one or more alternatives, such as refinancing or restructuring its 
indebtedness, selling material assets or operations or seeking to raise 
additional debt or equity capital. There can be no assurance that any of 
these actions could be effected on a timely basis or on satisfactory terms or 
that these actions would enable the Company to continue to satisfy its 
capital requirements. In addition, the terms of existing or future franchise 
agreements or debt agreements, including the Indenture and the Senior Credit 
Facility, may prohibit the Company from adopting any of these alternatives. 
See "--Stock Ownership/Issuance Limits," "Description of Senior Credit 
Facility" and "Description of Notes." 

STOCK OWNERSHIP/ISSUANCE LIMITS 

   A number of manufacturers impose restrictions upon the transferability of 
the Common Stock. The most prohibitive restrictions, imposed by American 
Honda Motor Co., Inc. ("Honda"), provide that, under certain circumstances, 
the Company may be forced to sell or surrender its Honda and Acura franchises 
if a person or entity acquires a 5% ownership interest in the Company if 
Honda objects to such acquisition within 180 days; however, so long as 
control of the Company is held by its original non-public stockholders, any 
bank, mutual fund, insurance company or pension fund may acquire up to a 10% 
ownership interest 

                               16           

(15% ownership interest in the case of any entity in its capacity as 
investment advisor, trustee or custodian for the benefit of third parties) in 
the Company without such consent but only if such bank, mutual fund, 
insurance company or pension fund is not owned or controlled by or does not 
own 15% or more of, or control, any entity (other than an automobile 
dealership) that competes with Honda or its affiliates in manufacturing, 
marketing or selling automotive products or services. Similarly, several 
manufacturers have the right to approve the acquisition of 20% ownership 
interests in the Company. 

   
   In addition, the Company has agreed with Honda that no more than 40% of 
the Company's capital stock (on a fully diluted basis) may be publicly held 
at any time. The Company believes that slightly less than 40% of the Common 
Stock (on a fully diluted basis) is currently publicly held. A substantial 
number of shares of Common Stock are eligible for public sale pursuant to the 
terms of Rule 144 under the Securities Act, and the Company is in the process 
of registering a substantial number of outstanding shares on a "shelf" 
registration statement. See "-- Control by Principal Stockholders." Only the 
Company's three largest stockholders are prohibited from selling any of their 
shares without Honda's consent. Similarly, a number of manufacturers, 
including Chrysler, continue to prohibit changes in ownership that may affect 
management control of the Company. In connection with the IPO, Chrysler 
agreed that it will not consider the issuance of up to 40% of the Common 
Stock (on a fully diluted basis) to be a change of control. However, future 
acquisitions or sales of substantial amounts of shares in the market may 
affect management control. Actions by its stockholders or prospective 
stockholders which would violate any of the above restrictions are generally 
outside the control of the Company, and if the Company is unable to 
renegotiate such restrictions, it may be forced to terminate or sell one or 
more franchises, which could have a material adverse effect on the Company. 
Since Honda has recently expressed an unwillingness to relax its 
restrictions, the Company may be required to terminate or sell its two Honda 
franchises. Honda's current position may inhibit the Company's ability to 
acquire dealership groups that include Honda franchises. Finally, Honda has 
the right to approve any future public offerings of capital stock, and the 
consent of other manufacturers may be needed as well. This may impede the 
Company's ability to raise required capital, including to make payments in 
respect of the Notes. See "--Capital Requirements." 
    

RISKS ASSOCIATED WITH ACQUISITIONS 

   The Company's growth depends in large part on its ability to manage 
expansion, control costs in its operations and consolidate dealership 
acquisitions into existing operations. This strategy will entail reviewing 
and potentially reorganizing acquired dealership operations, corporate 
infrastructure and systems and financial controls. Unforeseen expenses, 
difficulties, complications and delays frequently encountered in connection 
with the rapid expansion of operations could inhibit the Company's growth. 

   There can be no assurance that the Company will identify acquisition 
candidates that would result in the most successful combinations or that 
acquisitions will be able to be consummated on acceptable terms. The 
magnitude, timing and nature of future acquisitions will depend upon various 
factors, including the availability of suitable acquisition candidates, the 
negotiation of acceptable terms, the Company's financial capabilities, the 
availability of skilled employees to manage the acquired companies and 
general economic and business conditions. In particular, the increasing 
competition among potential acquirers has resulted in higher prices being 
paid for attractive targets. 

   
   In addition, the Company's future growth via acquisition of automobile 
dealerships will depend on its ability to obtain the requisite manufacturer 
approvals. There can be no assurance that manufacturers will grant such 
approvals. A number of manufacturers have policies limiting the number of 
franchises that may be held by any one company. For example, it is currently 
the policy of Toyota Motor Sales ("Toyota") to restrict any company from 
holding more than seven Toyota or more than three Lexus franchises and 
restrict the number of franchises held within certain geographic areas. 
Toyota has also recently announced a policy requiring a nine-month waiting 
period between acquisitions of Toyota franchises and between acquisitions of 
Lexus franchises. Similarly, it is currently the policy of Honda to restrict 
any company from holding more than seven Honda or more than three Acura 
franchises and restrict the number of franchises held within certain 
geographic areas. Honda and Toyota have sued a competitor of the Company to 
enforce such policies. At October 31, 1997, the Company held 58 franchises, 
including 14 Chrysler franchises, ten Nissan franchises (of which one is 
Infiniti), nine Toyota franchises (of which two are Lexus), eight General 
Motors Corporation ("GM") franchises, three BMW franchises and two Honda 
franchises (of which one is Acura). 
    

                               17           

The Company is among the largest Chrysler, Toyota, Nissan and BMW dealers in 
the United States. See "--Influence of Automobile Manufacturers" and 
"Business -- Acquisition History." 

   Alternatively, in connection with acquisitions by the Company, one or more 
manufacturers may seek to impose further restrictions on the Company in 
connection with their approval of an acquisition. For example, each of GM and 
Chrysler conditioned its approval of the acquisition of Landers Auto upon the 
Company's agreement to implement certain measures at its existing GM and 
Chrysler dealerships, respectively, to provide certain additional training to 
the employees at such dealerships and to achieve and maintain higher CSI 
scores. If such goals are not attained, the Company may be precluded from 
acquiring, whether directly from GM or Chrysler or through acquisitions, 
additional GM or Chrysler franchises and it may lead GM or Chrysler to 
conclude that it has a basis pursuant to which it may seek to terminate or 
refuse to renew the Company's existing GM or Chrysler franchises. In 
addition, Nissan Motor Corporation U.S.A. ("Nissan") conditioned the 
Company's acquisitions of the Nissan franchises held by the Evans Group and 
United Nissan (TN) upon the Company's agreeing to grant to Nissan an option 
to acquire the Evans Group's Nissan franchise. Moreover, factors outside the 
Company's control may cause a manufacturer to reject the Company's 
application to make acquisitions. See "--Influence of Automobile 
Manufacturers." 

CAPITAL REQUIREMENTS 

   
   The Company requires substantial capital in order to acquire automobile 
dealerships. Such capital might be raised through additional public or 
private financings, as well as borrowings and other sources. Other than the 
Senior Credit Facility, which is temporarily unavailable (see "Description of 
Senior Credit Facility"), the Company does not have any commitments or 
immediate plans with respect to acquisition financing, and there can be no 
assurance that additional or sufficient financing will be available, or, if 
available, that it will be available on acceptable terms. Moreover, the 
Company may be impeded by certain manufacturers from accessing the public 
equity markets. See "--Stock Ownership/Issuance Limits." In addition, a 
decline in the market price of the Common Stock for any reason, including, 
without limitation, a perception that sales of substantial amounts of Common 
Stock could occur, may increase the amount of cash required by the Company to 
finance acquisitions. See "--Control by Principal Stockholders." If adequate 
funds are not available, the Company may be required to significantly curtail 
its acquisition program. 

   In addition, the Company is dependent to a significant extent on its 
ability to finance the purchase of inventory, which in the automotive retail 
industry involves significant sums of money in the form of floor plan 
financing. As of September 30, 1997, the Company had $243.0 million of floor 
plan notes payable. Substantially all the assets of the Company's dealerships 
are pledged to secure such indebtedness, which may impede the Company's 
ability to borrow from other sources. The Company currently has floor plan 
facilities with a variety of lenders, including primarily Chrysler Financial 
Corporation and World Omni Financial Corp. Most of such lenders are 
associated with manufacturers with whom the Company has franchise agreements. 
Consequently, deterioration of the Company's relationship with a manufacturer 
could adversely affect its relationship with the affiliated floor plan lender 
and vice versa. See "--Influence of Automobile Manufacturers." 
    

   The operations of Atlantic Finance also require substantial borrowings. 
See "--Risks Associated with Automobile Finance Subsidiary -- Capital 
Requirements; Interest Rate Fluctuations." 

CYCLICALITY 

   
   Unit sales of motor vehicles, particularly new vehicles, historically have 
been cyclical, fluctuating with general economic cycles. During economic 
downturns, the automotive retailing industry tends to experience similar 
periods of decline and recession as the general economy. The Company believes 
that the industry is influenced by general economic conditions and 
particularly by consumer confidence, the level of personal discretionary 
spending, interest rates and credit availability. There can be no assurance 
that the industry will not experience sustained periods of decline in vehicle 
sales in the future, and that such decline would not have a material adverse 
effect on the Company. 
    

                               18           

COMPETITION 

   
   The automotive retailing industry is highly competitive with respect to 
price, service, location and selection. The Company competes with numerous 
automobile dealerships in each of its market segments, many of which are 
large and have significant financial and marketing resources. The Company 
also competes with private market buyers and sellers of used cars, used car 
dealers, other franchised dealers, service center chains and independent 
shops for service and repair business. In recent years, automobile dealers 
have also faced increased competition in the sale of vehicles from automobile 
rental agencies, independent leasing companies and used-car "superstores," 
some of which employ sales techniques such as "haggle-free" pricing. Some of 
these recent market entrants are capable of operating on smaller gross 
margins than those on which the Company is capable of operating because they 
have lower overhead and sales costs. 
    

MATURE INDUSTRY 

   
   The automotive retailing industry is a mature industry in which minimal 
growth in unit sales of new vehicles is expected. Accordingly, growth in the 
Company's revenues and earnings will depend significantly on the Company's 
ability to acquire and consolidate profitable dealerships, to grow its 
higher-margin businesses and to expand its automobile finance business. 
    

DEPENDENCE ON KEY PERSONNEL 

   The Company believes that its success will depend to a significant extent 
upon the efforts and abilities of the executive management of the Company and 
its subsidiaries. The loss of the services of one or more of these key 
employees could have a material adverse effect on the Company. The Company's 
business will also be dependent upon its ability to continue to attract and 
retain qualified personnel, including key management in connection with 
future acquisitions. 

SEASONALITY 

   The Company's business is seasonal, with a disproportionate amount of 
vehicle sales occurring in the second and third fiscal quarters. The 
dealerships of the DiFeo Group and the Long Island dealerships of the 
Staluppi Group, which are located in the New York metropolitan area, are 
those affected most by seasonality. 

IMPORTED PRODUCTS 

   Certain motor vehicles retailed by the Company, as well as certain major 
components of vehicles retailed by the Company, are of foreign origin. 
Accordingly, the Company is subject to the import and export restrictions of 
various jurisdictions and is dependent to some extent upon general economic 
conditions in and political relations with a number of foreign countries, 
including Japan, Germany, South Korea and the United Kingdom. 

RISKS ASSOCIATED WITH AUTOMOBILE FINANCE SUBSIDIARY 

Capital Requirements; Interest Rate Fluctuations 

   Atlantic Finance, a wholly owned subsidiary of the Company, requires 
substantial borrowings to fund the purchase of retail installment contracts 
from automobile dealerships. Consequently, Atlantic Finance's profitability 
is affected by the difference, or "spread," between the rate of interest paid 
on the funds it borrows and the rate of interest charged on the installment 
contracts it purchases, which rate in most states is limited by law. In 
addition, since the interest rates at which Atlantic Finance borrows are 
variable and the interest rates at which Atlantic Finance purchases the 
retail installment contracts are fixed, Atlantic Finance assumes the risk of 
interest rate increases prior to the time contracts are sold. There can be no 
assurance that Atlantic Finance will be able to extend its present revolving 
credit facilities or enter into new warehouse financing facilities on 
reasonable terms in the future or that interest rate increases will not 
adversely affect its ability to achieve and maintain profitability with 
respect to the retail installment contracts it holds. 

Dependence on Securitization Transactions 

   Atlantic Finance relies on a strategy of periodically selling retail 
installment receivables on a securitized basis. The securitization proceeds 
are utilized to repay borrowings under its revolving credit facilities, 
thereby making such facility available to acquire additional retail 
installment contract receivables. The terms of any securitization transaction 
are affected by a number of factors, some of which are beyond 

                               19           

Atlantic Finance's control and any of which could cause substantial delays. 
These factors include, among other things, conditions in the securities 
markets in general, conditions in the asset-backed securitization market and 
approval by all parties to the terms of the transaction. Gains from the sale 
of receivables in securitized transactions generate a significant portion of 
Atlantic Finance's revenues. If Atlantic Finance were unable to securitize 
loans in a given financial reporting period, Atlantic Finance could incur a 
significant decline in total revenues and profitability for such period. 

Credit Risk 

   
   Payments by consumers on a number of the retail installment contracts 
purchased by Atlantic Finance become delinquent from time to time and some 
end up in default. There can be no assurance as to the future credit 
performance of Atlantic Finance's customers or that general economic 
conditions will not worsen and lead to higher rates of delinquency and 
default. For example, for the quarter ended March 31, 1997, Atlantic 
Finance's annualized default rate was 2.17%, a significant increase over 
comparable periods. In addition, Atlantic Finance commenced operations in the 
first quarter of 1995, and there can be no assurance that the rates of future 
delinquency and defaults will be at levels that will allow Atlantic Finance 
to achieve and maintain overall profitability. 
    

Regulation 

   Atlantic Finance is subject to regulation under various federal, state and 
local laws and in some jurisdictions is required to be licensed by the state 
banking authority. Most states in which Atlantic Finance operates limit the 
interest rate, fees and other charges that may be imposed by, or prescribe 
certain other terms of, the contracts that Atlantic Finance purchases and 
restrict its right to repossess and sell collateral. An adverse change in 
those laws or regulations could have a material adverse effect on Atlantic 
Finance's profitability by, among other things, limiting the states in which 
Atlantic Finance may operate or the interest rate that may be charged on 
retail installment contracts or restricting Atlantic Finance's ability to 
realize the value of the collateral securing the contracts. 

ENVIRONMENTAL MATTERS 

   The Company is subject to federal, state and local laws, ordinances and 
regulations which establish various health and environmental quality 
standards, and liability related thereto, and provide penalties for 
violations of those standards. Under certain laws and regulations, a current 
or previous owner or operator of real property may be liable for the costs of 
removal and remediation of hazardous or toxic substances or wastes on, under, 
in or emanating from such property. Such laws typically impose liability 
whether or not the owner or operator knew of, or was responsible for, the 
presence of such hazardous or toxic substances or wastes. Certain laws, 
ordinances and regulations may impose liability on an owner or operator of 
real property where on-site contamination discharges into waters of the 
state, including groundwater. Under certain other laws, generators of 
hazardous or toxic substances or wastes that send such substances or wastes 
to disposal, recycling or treatment facilities may be liable for remediation 
of contamination at such facilities. Other laws, ordinances and regulations 
govern the generation, handling, storage, transportation and disposal of 
hazardous and toxic substances or wastes, the operation and removal of 
underground storage tanks, the discharge of pollutants into surface waters 
and sewers, emissions of certain potentially harmful substances into the air 
and employee health and safety. 

   Past and present business operations of the Company subject to such laws, 
ordinances and regulations include the use, handling and contracting for 
recycling or disposal of hazardous or toxic substances or wastes, including 
environmentally sensitive materials such as motor oil, waste motor oil and 
filters, transmission fluid, antifreeze, refrigerants, waste paint and 
lacquer thinner, batteries, solvents, lubricants, degreasing agents, gasoline 
and diesel fuels. The Company is subject to other laws, ordinances and 
regulations as the result of the past or present existence of underground 
storage tanks at many of the Company's properties. In addition, soil and 
groundwater contamination has been known to exist at certain properties owned 
or leased by the Company and there can be no assurance that other properties 
have not been contaminated by any leakage from such tanks or any spillage of 
hazardous or toxic substances or wastes. 

   Certain laws and regulations, including those governing air emissions and 
underground storage tanks, have been amended so as to require compliance with 
new or more stringent standards as of future dates. The 

                               20           

Company cannot predict what other environmental legislation or regulations 
will be enacted in the future, how existing or future laws or regulations 
will be administered or interpreted or what environmental conditions may be 
found to exist in the future. Compliance with new or more stringent laws or 
regulations, stricter interpretation of existing laws or the future discovery 
of environmental conditions may require additional expenditures by the 
Company, some of which may be material. See "Business -- Environmental 
Matters." 

CONTROL BY PRINCIPAL STOCKHOLDERS 

   
   As of September 30, 1997, Trace International Holdings, Inc. ("Trace"), 
Aeneas Venture Corporation ("Aeneas"), an affiliate of Harvard Private 
Capital Group, Inc. ("Harvard Private Capital"), and AIF II, L.P. ("AIF"), an 
affiliate of Apollo Advisors, L.P. ("Apollo"), owned 22.0%, 15.6% and 10.1% 
of the outstanding Common Stock, respectively. As a result, such persons have 
the ability to control the Company and direct its affairs and business. 
Circumstances may occur in which the interests of such persons could be in 
conflict with the interests of the holders of Notes and holders of Common 
Stock generally. See "--Stock Ownership/Issuance Limits." In addition, such 
persons may have an interest in pursuing transactions that, in their 
judgment, enhance the value of their equity investment in the Company, even 
though such transactions may involve risks to the holders of Notes. 

   The Company is in the process of registering on a "shelf" registration 
statement under the Securities Act approximately 9,600,000 outstanding shares 
of Common Stock which were issued pursuant to an exemption from registration 
under the Securities Act and/or which are held by affiliates of the Company, 
including the approximately 8,700,000 shares held in the aggregate by Trace, 
Aeneas and AIF. Trace, Aeneas and AIF have informed the Company that they are 
registering such shares in order to provide themselves with more flexibility 
in pursuing their investment strategy, that, provided they are not 
contractually prohibited from doing so, they may pledge all or a portion of 
their shares from time to time to secure borrowings and that they do not have 
any present intention to sell any shares of Common Stock. 
    

CHANGE OF CONTROL 

   
   Upon the occurrence of a Change of Control, each holder of Notes will have 
the right to require the Company to repurchase all or any portion of such 
holder's Notes. (The same provision appears in the indenture governing the 
Series B Notes.) If a Change of Control were to occur, there can be no 
assurance that the Company would have sufficient financial resources, or 
would be able to arrange financing, to pay the repurchase price for all Notes 
tendered by holders thereof. Further, the provisions of the Indenture may not 
afford holders of Notes protection in the event of a highly leveraged 
transaction, reorganization, restructuring, merger or similar transaction 
involving the Company that may adversely affect holders of Notes, if such 
transaction does not result in a Change of Control. In addition, the terms of 
the Senior Credit Facility may limit the Company's ability to repurchase any 
Notes upon a Change of Control. Any future credit agreements or other 
agreements relating to other indebtedness to which the Company becomes a 
party may contain similar restrictions and provisions. In the event a Change 
of Control occurs at a time when the Company is prohibited from repurchasing 
Notes, the Company could seek the consent of its lenders to repurchase Notes 
or could attempt to refinance the borrowings that contain such prohibition. 
If the Company does not obtain such consent or repay such borrowing, the 
Company would remain prohibited from repurchasing Notes. In such case, the 
Company's failure to repurchase tendered Notes would constitute an Event of 
Default under the Indenture, which would, in turn, constitute a further 
default under certain of the Company's existing debt agreements and may 
constitute a default under the terms of other indebtedness that the Company 
may enter into from time to time. See "--Control by Principal Stockholders" 
and "Description of Notes -- Change of Control." 
    

FRAUDULENT CONVEYANCE CONSIDERATIONS 

   Each Guarantor's Guarantee of the obligations of the Company under the 
Notes may be subject to review under relevant federal and state fraudulent 
conveyance statutes in a bankruptcy, reorganization or rehabilitation case or 
similar proceeding or a lawsuit by or on behalf of unpaid creditors of such 
Guarantor. If a court were to find under relevant fraudulent conveyance 
statutes that, at the time the Notes were issued, (a) a Guarantor guaranteed 
the Notes with the intent of hindering, delaying or defrauding current or 
future creditors or (b) (i) a Guarantor received less than reasonably 
equivalent value or fair consideration for 

                               21           

guaranteeing the Notes and (ii) (A) was insolvent or was rendered insolvent 
by reason of such Guarantee, (B) was engaged, or about to engage, in a 
business or transaction for which its assets constituted unreasonably small 
capital or (C) intended to incur, or believed that it would incur, 
obligations beyond its ability to pay as such obligations matured (as all of 
the foregoing terms are defined in or interpreted under such fraudulent 
conveyance statutes), then such court could avoid or subordinate such 
Guarantee to presently existing and future indebtedness of such Guarantor and 
take other action detrimental to the holders of the Notes, including, under 
certain circumstances, invalidating such Guarantee. See "Description of Notes 
- -- The Guarantees." 

LACK OF PUBLIC MARKET FOR THE NEW NOTES 

   There is no established trading market for the New Notes, and there can be 
no assurance as to (i) the liquidity of any such market that may develop, 
(ii) the ability of holders of New Notes to sell their New Notes or (iii) the 
price at which the holders of New Notes would be able to sell their New 
Notes. If such a market were to exist, the New Notes could trade at prices 
that may be higher or lower than their principal amount or purchase price, 
depending on many factors, including prevailing interest rates, the market 
for similar notes and the financial performance of the Company. The Company 
has been advised by the Initial Purchasers that, following completion of the 
Exchange Offer, they presently intend to make a market in the New Notes. 
However, the Initial Purchasers are not obligated to do so, and any 
market-making activity with respect to the New Notes may be discontinued at 
any time without notice. In addition, such market making activity will be 
subject to the limits imposed by the Securities Act and the Exchange Act and 
may be limited during the pendency of a shelf registration statement filed 
pursuant to the Registration Rights Agreement. See "Description of Notes -- 
Registration Rights." 

                               USE OF PROCEEDS 

   The Company will not receive any cash proceeds from the issuance of the 
New Notes offered hereby. In consideration for issuing the New Notes as 
described in this Prospectus, the Company will receive in exchange Old Notes 
in like principal amount, the terms of which are identical in all material 
respects to those of the New Notes, except that the New Notes have been 
registered under the Securities Act and therefore will not bear any legends 
restricting their transfer and will not contain terms providing for an 
increase in the interest rate thereon under certain circumstances described 
in the Registration Rights Agreement. The Old Notes surrendered in exchange 
for the New Notes will be retired and cancelled. Accordingly, the issuance of 
the New Notes will not result in any change in the indebtedness of the 
Company or the Guarantors. 

   
   The net proceeds to the Company from the Initial Offering was 
approximately $140.8 million after deducting the discount to the initial 
purchasers of the Old Notes and offering expenses. $50.0 million of such net 
proceeds were used to repay amounts outstanding under the Senior Credit 
Facility. See "Description of Senior Credit Facility." The balance of such 
net proceeds was deposited with the Company's floor plan lenders, which 
deposits earn interest at floor plan rates. For a description of the 
Company's floor plan notes payable, see the notes to the Company's audited 
consolidated financial statements, incorporated herein by reference. The 
Company has such deposits available (in addition to other funds) for use for 
working capital and other general corporate purposes, including acquisitions. 
Since the closing of the Initial Offering, the Company has used approximately 
$2.0 million to finance the acquisition of Stone Mountain Jeep Eagle and 
approximately $3.5 million to finance the acquisition of Shreveport Dodge. 
    

                               22           

                                CAPITALIZATION 

   
   The following table sets forth the short-term debt and consolidated 
capitalization of the Company as of September 30, 1997. This table should be 
read in conjunction with the consolidated historical and pro forma financial 
statements of the Company and the notes thereto incorporated by reference 
into this Prospectus. 
    

   


                                              AS OF SEPTEMBER 30, 
                                                     1997 
                                            ---------------------- 
                                         
In thousands 
Short-term debt: 
 Short-term debt, excluding floor plan (1)         $  6,790 
 Current portion of long-term debt                    7,472 
                                            ---------------------- 
  Total short-term debt                            $ 14,262 
                                            ====================== 
Long-term debt (excluding current 
 portion): 
 Senior Credit Facility                            $     -- 
 Senior Subordinated Notes                          200,000 
 Other                                               37,356 
                                            ---------------------- 
  Total long-term debt                              237,356 
                                            ---------------------- 
Stockholders' equity                                323,719 
                                            ---------------------- 
Total capitalization                               $561,075 
                                            ====================== 

    

   
- ------------ 
(1)    As of September 30, 1997, an aggregate of $243.0 million was 
       outstanding under the Company's floor plan facilities. 
    

                               23           

                     SELECTED CONSOLIDATED FINANCIAL DATA 

   
   The following table sets forth selected historical consolidated financial 
and other data of the Company (and, where indicated, of the Predecessor 
Company) as of the dates and for the periods indicated, including the results 
of operations of acquired dealerships from their respective dates of 
acquisition. The balance sheet data as of December 31, 1996, 1995, 1994, 1993 
and 1992 and the statements of operations data for the years ended December 
31, 1996, 1995, 1994, 1993 and for the three months ended December 31, 1992 
have been derived from the financial statements of the Company which have 
been audited by Coopers & Lybrand L.L.P., the Company's independent 
accountants. The selected consolidated financial data set forth below for the 
Company for the nine months ended September 30, 1997 and September 30, 1996 
and for the Predecessor Company for the nine months ended September 30, 1992 
are unaudited but have been prepared on the same basis as the audited 
consolidated financial statements and contain all adjustments, consisting of 
only normal recurring accruals, that the Company considers necessary for a 
fair presentation of the financial position and results of operations for the 
periods presented. Operating results for the nine months ended September 30, 
1997 are not necessarily indicative of the results that may be expected for 
the year ending December 31, 1997. The selected consolidated financial data 
should be read in conjunction with the consolidated financial statements and 
related notes and Pro Forma Condensed Consolidated Financial Statements of 
the Company. 
    

   


                                     ------------------------------------------------------------------------------------- 
                                                                           THE COMPANY 
                                     ------------------------------------------------------------------------------------- 
                                            NINE MONTHS                                                        THREE MONTHS 
                                               ENDED                                                                  ENDED 
                                           SEPTEMBER 30,                  YEARS ENDED DECEMBER 31,             DECEMBER 31, 
DOLLARS IN THOUSANDS                       1997(2)     1996(3)      1996(4)     1995(5)   1994        1993             1992 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
                                                                                         
STATEMENTS OF OPERATIONS DATA: 
Auto Dealerships 
 Total revenues                        $1,541,133   $954,784    $1,302,031   $805,621   $731,629    $606,091        $98,040 
 Cost of sales, including floor plan 
  interest                              1,344,730    848,479     1,157,368    720,344    647,643     537,688         85,712 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
 Gross profit                             196,403    106,305       144,663     85,277     83,986      68,403         12,328 
 Selling, general and administrative 
  expenses                                160,367     90,040       124,244     90,586     80,415      66,910         12,929 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
 Operating income (loss)                   36,036     16,265        20,419     (5,309)     3,571       1,493           (601) 
 Other interest expense                    (7,249)    (3,619)       (4,398)    (1,438)      (860)     (1,233)            -- 
 Other income (expense), net                  297      2,295         2,506      2,208     (2,899)         --             -- 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
Income (loss) before income 
 taxes--Auto Dealerships                   29,084     14,941        18,527     (4,539)      (188)        260           (601) 
Auto Finance 
 Revenues                                   2,472      1,604         1,798        530          2          --             -- 
 Interest expense                            (408)      (276)         (421)      (174)        --          --             -- 
 Operating and other expenses              (3,438)    (2,054)       (2,867)    (1,738)      (618)         --             -- 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
Loss before income taxes--Auto 
  Finance                                  (1,374)      (726)       (1,490)    (1,382)      (616)         --             -- 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
Total Company 
 Income (loss) before minority 
  interests, (provision) benefit for 
  income taxes and extraordinary 
  item                                     27,710     14,215        17,037     (5,921)      (804)        260           (601) 
 Minority interests                          (118)    (2,792)       (3,306)       366       (887)       (117)           152 
 (Provision) benefit for income 
  taxes                                   (11,106)    (5,305)       (6,270)     2,089         --         (47)            -- 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
 Income (loss) before extraordinary 
  item                                     16,486      6,118         7,461     (3,466)    (1,691)         96           (449) 
Extraordinary item (net of income 
 tax benefit)(6)                               --         --        (4,987)        --         --          --             -- 
                                     ------------  ---------- ------------  ---------- ---------- ----------  ------------- 
Net income (loss)                      $   16,486   $  6,118    $    2,474   $ (3,466)  $ (1,691)   $     96        $  (449) 
                                     ============  ========== ============  ========== ========== ==========  ============= 


    

                               24           

                    (RESTUBBED TABLE CONTINUED FROM ABOVE) 



                                          PREDECESSOR COMPANY(1) 
                                      -------------------------- 
                                                     NINE MONTHS 
                                                           ENDED 
                                                   SEPTEMBER 30, 
DOLLARS IN THOUSANDS                                        1992 
                                      -------------------------- 
                                   
STATEMENTS OF OPERATIONS DATA: 
Auto Dealerships 
 Total revenues                                         $297,010 
 Cost of sales, including floor plan 
  interest                                               257,845 
                                      -------------------------- 
 Gross profit                                             39,165 
 Selling, general and administrative 
  expenses                                                40,873 
                                      -------------------------- 
 Operating income (loss)                                  (1,708) 
 Other interest expense                                       -- 
 Other income (expense), net                                  -- 
                                      -------------------------- 
Income (loss) before income 
 taxes--Auto Dealerships                                  (1,708) 
Auto Finance 
 Revenues                                                     -- 
 Interest expense                                             -- 
 Operating and other expenses                                 -- 
                                      -------------------------- 
Loss before income taxes--Auto 
  Finance                                                     -- 
                                      -------------------------- 
Total Company 
 Income (loss) before minority 
  interests, (provision) benefit for 
  income taxes and extraordinary 
  item                                                    (1,708) 
 Minority interests                                           -- 
 (Provision) benefit for income 
  taxes                                                     (197) 
                                      -------------------------- 
 Income (loss) before extraordinary 
  item                                                    (1,905) 
Extraordinary item (net of income 
 tax benefit)(6)                                              -- 
                                      -------------------------- 
Net income (loss)                                       $ (1,905) 
                                      ========================== 



                               24           

   


                            ---------------------------------------------------------------------- 
                                                         THE COMPANY 
                            ---------------------------------------------------------------------- 
                               AS OF SEPTEMBER 30,           AS OF DECEMBER 31, 
                                                                      
Dollars in thousands             1997     1996        1995       1994        1993       1992 
                            ------------- ----------  ---------- ----------  ---------- --------- 
BALANCE SHEET DATA: 
Auto Dealerships 
 Total assets                  $858,613     $505,693   $227,275    $169,766   $154,218    $87,084 
 Floor plan notes payable       242,960      170,170     97,823      92,310     84,601     57,887 
 Other debt                     251,297       23,968     44,538      29,440     24,209      3,630 
Auto Finance 
 Net assets                      25,794       14,522      3,501         291         --         -- 
Total Company 
 Total assets                   887,603      522,950    236,027     170,342    154,218     87,084 
 Floor plan notes payable       242,960      170,170     97,823      92,310     84,601     57,887 
 Other debt                     251,618       24,969     49,199      29,440     24,209      3,630 
 Total stockholders' 
  equity                        323,719      281,468     49,240      28,785     25,264     19,243 


    

   


                                        ----------------------------------------------------------------------------- 
                                                                         THE COMPANY 
                                        ----------------------------------------------------------------------------- 
                                            NINE MONTHS                                                  THREE MONTHS 
                                               ENDED                                                            ENDED 
                                           SEPTEMBER 30,             YEARS ENDED DECEMBER 31,            DECEMBER 31, 
                                           1997      1996       1996       1995      1994      1993              1992 
                                        --------- ---------  --------- ----------  -------- --------  -------------- 
                                                                                 
Dollars in thousands 
OTHER DATA: 
EBITDA(7)                                $42,169    $20,660   $27,928    $(1,489)   $2,301    $2,417       $(322) 
EBITDA margin(8)                             2.7%       2.2%      2.1%      (0.2)%     0.3%      0.4%       (0.3)% 
Depreciation and amortization            $ 6,802    $ 2,550   $ 7,797    $ 2,820    $2,245    $  924       $ 279 
Capital expenditures                     $ 8,378    $ 3,595   $ 6,771    $ 1,739    $5,237    $1,624       $ 511 
Ratio of EBITDA to other interest 
 expense (9)                                5.51x      5.30x     5.80x        (7)     2.68x     1.96x         (7) 
Ratio of earnings to fixed charges(10)      4.62x      4.65x     4.54x       (10)      (10)     1.21x        (10) 


    

                    (RESTUBBED TABLE CONTINUED FROM ABOVE) 



                                          PREDECESSOR COMPANY(1) 
                                        ------------------------ 
                                                     NINE MONTHS 
                                                           ENDED 
                                                   SEPTEMBER 30, 
                                                            1992 
                                        ------------------------ 
                                                               
Dollars in thousands 
OTHER DATA: 
EBITDA(7)                                        $(882) 
EBITDA margin(8)                                  (0.3)% 
Depreciation and amortization                    $ 826 
Capital expenditures                             $ 445 
Ratio of EBITDA to other interest 
 expense (9)                                        (7) 
Ratio of earnings to fixed charges(10)             (10) 



   
(1)    Predecessor Company represents the combined historical results of the 
       DiFeo Group acquired by the Company on October 1, 1992. 
(2)    Includes the results of Crown Automotive from March 1, 1997, Hanna 
       Nissan from April 22, 1997, the Staluppi Group from April 30, 1997, the 
       Reed Group from May 30, 1997, Lance Landers from June 9, 1997 and Stone 
       Mountain from August 22, 1997. 
(3)    Includes the results of Atlanta Toyota from January 1, 1996, United 
       Nissan (GA) from May 1, 1996, Peachtree Nissan from July 1, 1996 and 
       the Sun Automotive Group, the Evans Group and United Nissan (TN) from 
       October 28, 1996. 
(4)    Includes the results of Atlanta Toyota from January 1, 1996, United 
       Nissan (GA) from May 1, 1996, Peachtree Nissan from July 1, 1996 and 
       the Sun Automotive Group, the Evans Group and United Nissan (TN) from 
       October 28, 1996. 
(5)    Includes the results of Landers Auto from August 1, 1995. 
(6)    Represents the 10% call premium and the write-off of original issue 
       discount and related deferred financing costs arising from the October 
       1996 redemption of the Company's Series A and B Senior Notes due 2003. 
(7)    EBITDA is defined as income (loss) before minority interests, 
       (provision) benefit for income taxes, extraordinary item, interest 
       expense (exclusive of interest relating to floor plan notes payable) 
       and depreciation and amortization. For the purpose of calculating 
       EBITDA for the year ended December 31, 1996, amortization has been 
       reduced by $1.7 million for the write-off of original issue discount 
       arising from the early retirement of the Company's Series A and B 
       Senior Notes due 2003, during October 1996, which was included as an 
       extraordinary item in the Company's consolidated financial statements. 
       The Company has included information concerning EBITDA because it is 
       used by certain investors as a measure of a company's ability to 
       service its debt. EBITDA is not required by GAAP and should not be 
       considered an alternative to net income or any other measure of 
       performance required by GAAP, or as an indicator of the Company's 
       operating performance, and should be read in conjunction with the 
       consolidated statements of cash flows in the consolidated financial 
       statements of the Company included elsewhere herein. EBITDA was 
       insufficient to cover non-floor plan interest expense for the year 
       ended December 31, 1995, the three months ended December 31, 1992 and 
       the nine months ended September 30, 1992 by $3.1 million, $0.3 million 
       and $0.9 million, respectively. 
(8)    EBITDA margin is calculated as the ratio of EBITDA to consolidated 
       revenues for the period. 
(9)    Includes other interest expense from Auto Dealerships and interest 
       expense from Auto Finance. 
(10)   For the purpose of determining the ratio of earnings to fixed charges, 
       earnings consist of income (loss) before minority interests, 
       (provision) benefit for income taxes, extraordinary item and fixed 
       charges. Fixed charges consist of interest expense (excluding the 
       amount of interest capitalized during the period and interest expense 
       relating to floor plan notes payable and including amortization of 
       deferred financing costs). Earnings were insufficient to cover fixed 
       charges for the years ended December 31, 1995 and 1994, the three 
       months ended December 31, 1992, and the nine months ended September 30, 
       1992 by $5.9 million, $0.8 million, $0.6 million and $1.7 million, 
       respectively. 
    

                               25           

   
                              THE EXCHANGE OFFER 
    

PURPOSE AND EFFECT OF THE EXCHANGE OFFER 

   The Old Notes were sold by the Company on July 23, 1997 to the Initial 
Purchasers, who resold the Old Notes (i) to "qualified institutional buyers" 
(as defined in Rule 144A under the Securities Act) in reliance upon Rule 144A 
under the Securities Act and (ii) outside the United States to persons other 
than U.S. persons in reliance upon Regulation S under the Securities Act. In 
connection therewith, the Company, the Guarantors named therein and the 
Initial Purchasers entered into the Registration Rights Agreement, pursuant 
to which the Company and such Guarantors agreed, for the benefit of the 
Holders of the Old Notes, that they would, at their sole cost, (i) within 60 
days following the original issuance of the Old Notes, file with the 
Commission the Exchange Offer Registration Statement (of which this 
Prospectus is a part) under the Securities Act with respect to an issue of a 
series of new notes of the Company identical in all material respects to the 
series of Old Notes and (ii) use their reasonable best efforts to cause such 
Exchange Offer Registration Statement to become effective under the 
Securities Act within 135 days following the original issuance of the Old 
Notes. Upon the effectiveness of the Exchange Offer Registration Statement, 
the Company will offer to the Holders of the Old Notes the opportunity to 
exchange their Old Notes for a like principal amount of New Notes, to be 
issued without a legend restricting their transfer and which may, subject to 
certain exceptions described below, be reoffered and resold by the Holder 
without restrictions or limitations under the Securities Act. The term 
"Holder" with respect to any Note means any person in whose name such Note is 
registered on the books of the Company. 

   Each Holder desiring to participate in the Exchange Offer will be required 
to represent, among other things, that (i) it is not an "affiliate" (as 
defined in Rule 405 of the Securities Act) of the Company, (ii) it is not 
engaged in, and does not intend to engage in, and has no arrangement or 
understanding with any person to participate in, a distribution of the New 
Notes and (iii) it is acquiring the New Notes in the ordinary course of its 
business (a Holder unable to make the foregoing representations is referred 
to as a "Restricted Holder"). A Restricted Holder will not be able to 
participate in the Exchange Offer and may only sell its Old Notes pursuant to 
a registration statement containing the selling securityholder information 
required by Item 507 of Regulation S-K under the Securities Act, or pursuant 
to an exemption from the registration requirement of the Securities Act. 

   Each broker-dealer (other than a Restricted Holder) that receives New 
Notes for its own account pursuant to the Exchange Offer (a "Participating 
Broker-Dealer") is required to acknowledge in the Letter of Transmittal that 
it acquired the Old Notes as a result of market-making activities or other 
trading activities and that it will deliver a prospectus in connection with 
the resale of such New Notes. Based upon interpretations by the staff of the 
Commission, the Company believes that New Notes issued pursuant to the 
Exchange Offer to Participating Broker-Dealers may be offered for resale, 
resold, and otherwise transferred by a Participating Broker-Dealer upon 
compliance with the prospectus delivery requirements, but without compliance 
with the registration requirements, of the Securities Act. The Company has 
agreed that for a period of 120 days following consummation of the Exchange 
Offer it will make this Prospectus available, for use in connection with any 
such resale, to any Participating Broker-Dealer that notifies the Company in 
the Letter of Transmittal that it may be subject to such prospectus delivery 
requirements. The Company believes that during such period of time, delivery 
of this Prospectus, as it may be amended or supplemented, will satisfy the 
prospectus delivery requirements of a Participating Broker-Dealer engaged in 
market-making or other trading activities. See "Exchange Offer" and "Plan of 
Distribution". 

   Based upon interpretations by the staff of the Commission, the Company 
believes that New Notes issued pursuant to the Exchange Offer may be offered 
for resale, resold, and otherwise transferred by a Holder thereof (other than 
a Restricted Holder or a Participating Broker-Dealer) without compliance with 
the registration and prospectus delivery requirements of the Securities Act. 

   If (i) prior to the consummation of the Exchange Offer, it is reasonably 
determined in good faith that (A) the New Notes upon receipt would not be 
tradable by Holders thereof, other than Restricted Holders, without 
registration under the Securities Act and applicable state securities laws or 
(B) the Commission is unlikely to permit the consummation of the Exchange 
Offer or (ii) the Exchange Offer is commenced but not consummated prior to 
March 5, 1998 for any reason, then the Company is required under the 

                               26           

Registration Rights Agreement to file with the Commission a shelf 
registration statement (the "Shelf Registration Statement") to cover resales 
of Transfer Restricted Securities (as defined) by the Holders thereof who 
satisfy certain conditions relating to the provision of information for 
inclusion in the Shelf Registration Statement. The Company is required under 
the Registration Rights Agreement to file the Shelf Registration Statement as 
promptly as reasonably practicable but in no event later than 60 days after 
the date on which the Company becomes obligated to file same, to use its 
reasonable best efforts to cause the Shelf Registration Statement to be 
declared effective within 135 days after the filing thereof and, except under 
certain circumstances, to keep the Shelf Registration Statement continuously 
effective under the Securities Act until July 23, 1999. For purposes of the 
foregoing, "Transfer Restricted Securities" means each Old Note and each New 
Note to which clause (i)(A) of the first sentence of this paragraph is 
applicable, until in the case of any such Notes (i) such Notes have been sold 
pursuant to an effective registration statement, (ii) such Notes have been 
sold in compliance with Rule 144 under the Securities Act or would be 
permitted to be sold pursuant to Rule 144(k) thereunder or (iii) such Notes 
cease to be outstanding. 

   The Company will, in the event of the filing of the Shelf Registration 
Statement, provide to each Holder of Transfer Restricted Securities covered 
by the Shelf Registration Statement copies of any Shelf Registration 
Statement or any prospectus which is a part thereof, notify each such Holder 
when the Shelf Registration Statement has become effective and take certain 
other actions as are required to permit unrestricted resales of Transfer 
Restricted Securities. A Holder of Transfer Restricted Securities that sells 
such Transfer Restricted Securities pursuant to the Shelf Registration 
Statement generally will be required to be named as a selling security holder 
in the related prospectus and to deliver a prospectus to the purchaser, will 
be subject to certain of the civil liability provisions under the Securities 
Act in connection with such sales and will be bound by the provisions of the 
Registration Rights Agreement which are applicable to such Holder (including 
certain indemnification obligations). In addition, Holders of Transfer 
Restricted Securities will be required to deliver information to be used in 
connection with the Shelf Registration Statement within a reasonable time in 
order to have their Transfer Restricted Securities included in the Shelf 
Registration Statement and receive any Additional Interest (as defined). The 
Company will notify such Holders of the occurrence of any event that makes 
any statement made in the Shelf Registration Statement untrue in any material 
respect or that requires the making of any changes so that it will not 
contain any untrue statement of a material fact or omit to state any material 
fact required to be stated therein or necessary to make the statements 
therein not misleading, in which case such Holders will be prohibited from 
using the Shelf Registration Statement and any prospectus which is a part 
thereof until the Company amends or supplements the same. 

   If (i) the Company is required to file the Shelf Registration Statement 
and (A) it has not been filed on or prior to the date by which it is required 
to be filed, (B) it is not declared effective by the Commission on or prior 
to the 135th day after filing thereof or (C) it is declared effective but 
thereafter ceases to be effective or usable in connection with resales of 
Transfer Restricted Securities during the period specified in the 
Registration Rights Agreement or (ii) the Exchange Offer is not consummated 
on or prior to January 4, 1998 (each such event referred to in clauses (i) 
and (ii) above, a "Registration Default"), then the Company will pay 
liquidated damages in the form of additional interest ("Additional Interest") 
(in addition to the interest otherwise due thereon) to each Holder of 
affected Notes, if any, in an amount equal to 25 basis points per annum on 
the principal amount thereof for each day during the first 90-day period that 
the Registration Default continues. The amount of Additional Interest, if 
any, will increase by an additional 25 basis points per annum with respect to 
each subsequent 90-day period until all Registration Defaults have been 
cured, up to a maximum amount of Additional Interest of 100 basis points per 
annum. Following the cure of all Registration Defaults, Additional Interest, 
if any, will cease to accrue. 

   Payment of Additional Interest is the sole remedy available to the Holders 
of Transfer Restricted Securities in the event that the Company does not 
comply with the deadlines set forth in the Registration Rights Agreement with 
respect to the registration of Transfer Restricted Securities for resale 
under the Shelf Registration Statement. 

                               27           

TERMS OF THE EXCHANGE OFFER 

   
   Upon the terms and subject to the conditions set forth in this Prospectus 
and in the Letter of Transmittal, the Company will accept any and all Old 
Notes validly tendered and not withdrawn prior to 5:00 p.m., New York City 
time, on the Expiration Date. The Company will issue $1,000 principal amount 
of New Notes in exchange for each $1,000 principal amount of outstanding Old 
Notes accepted in the Exchange Offer. Holders may tender some or all of their 
Old Notes pursuant to the Exchange Offer. However, Old Notes may be tendered 
only in integral multiples of $1,000. 
    

   The terms of the New Notes will be identical in all material respects to 
the terms of the Old Notes, except that the New Notes have been registered 
under the Securities Act and therefore will not bear legends restricting 
their transfer and will not be entitled to Additional Interest, if any, under 
certain circumstances described in the Registration Rights Agreement. The New 
Notes will evidence the same debt as the Old Notes and will be entitled to 
the benefits of the Indenture under which the Old Notes were, and the New 
Notes will be, issued. 

   
   As of the date of this Prospectus, $150.0 million aggregate principal 
amount of the Old Notes is outstanding. The Company has fixed the close of 
business on November 19, 1997 as the record date for the Exchange Offer for 
purposes of determining the persons to whom this Prospectus, together with 
the Letter of Transmittal, will initially be sent. As of such date, there was 
one registered Holder of the Old Notes. 
    

   Holders of the Old Notes do not have any appraisal or dissenters' rights 
under law or the Indenture in connection with the Exchange Offer. The Company 
intends to conduct the Exchange Offer in accordance with the applicable 
requirements of the Exchange Act and the rules and regulations of the 
Commission thereunder. 

   Holders who tender Old Notes in the Exchange Offer will not be required to 
pay brokerage commissions or fees or, subject to the instructions in the 
Letter of Transmittal, transfer taxes with respect to the exchange of Old 
Notes pursuant to the Exchange Offer. The Company will pay all charges and 
expenses, other than certain applicable taxes, in connection with the 
Exchange Offer. See "--Fees and Expenses." 

EXPIRATION DATE; EXTENSIONS; AMENDMENTS 

   
   The term "Expiration Date" shall mean 5:00 p.m., New York City time, on 
     , 1997, unless the Company, in its sole discretion, extends the Exchange 
Offer, in which case the term "Expiration Date" shall mean the latest date 
and time to which the Exchange Offer is extended. 
    

   In order to extend the Exchange Offer, the Company will notify the 
Exchange Agent (as defined) of any extension by oral or written notice and 
will make a public announcement thereof prior to 9:00 a.m., New York City 
time, on the next business day after each previously scheduled Expiration 
Date, unless otherwise required by applicable law or regulation. 

   The Company reserves the right, in its reasonable discretion, (i) to delay 
accepting any Old Notes, to extend the Exchange Offer or, if any of the 
conditions set forth below under the caption "--Conditions" shall not have 
been satisfied, to terminate the Exchange Offer, by giving oral or written 
notice of such delay, extension or termination to the Exchange Agent or (ii) 
to amend the terms of the Exchange Offer in any manner. Any such delay in 
acceptance, extension, termination or amendment will be followed as promptly 
as practicable by a public announcement thereof. If the Exchange Offer is 
amended in a manner determined by the Company to constitute a material 
change, the Company will promptly disclose such amendment by means of a 
prospectus supplement that will be distributed to the registered Holders, and 
the Company will extend the Exchange Offer for a period of five to ten 
business days, depending upon the significance of the amendment and the 
manner of disclosure to the registered Holders, if the Exchange Offer would 
otherwise expire during such five to ten business day period. 

   Without limiting the manner in which the Company may choose to make a 
public announcement of any delay, extension, termination or amendment of the 
Exchange Offer, the Company shall have no obligation to publish, advertise or 
otherwise communicate any such public announcement, other than by making a 
timely release to the Dow Jones News Service. 

                               28           

PROCEDURES FOR TENDERING 

   
   Only a Holder of Old Notes may tender such Old Notes in the Exchange 
Offer. A Holder who wishes to tender Old Notes for exchange pursuant to the 
Exchange Offer must transmit a properly completed and duly executed Letter of 
Transmittal, or a facsimile thereof, together with any required signature 
guarantees, or, in the case of a book-entry transfer, an Agent's Message (as 
defined), and any other required documents, to the Exchange Agent prior to 
5:00 p.m., New York City time, on the Expiration Date. In addition, either 
(i) certificates for such Old Notes must be received by the Exchange Agent 
prior to the Expiration Date along with the Letter of Transmittal, (ii) a 
timely confirmation of a book-entry transfer (a "Book-Entry Confirmation") of 
such Old Notes into the Exchange Agent's account at The Depository Trust 
Company ("DTC" or the "Book-Entry Transfer Facility") pursuant to the 
procedure for book-entry transfer described below, must be received by the 
Exchange Agent prior to the Expiration Date or (iii) the Holder must comply 
with the guaranteed delivery procedures described below. To be tendered 
effectively, the Old Notes, or Book-Entry Confirmation, as the case may be, 
the Letter of Transmittal and other required documents must be received by 
the Exchange Agent at the address set forth below under "--Exchange Agent" 
prior to 5:00 p.m., New York City time, on the Expiration Date. DELIVERY OF 
DOCUMENTS TO THE BOOK ENTRY TRANSFER FACILITY IN ACCORDANCE WITH ITS 
PROCEDURE DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. 
    

   DTC has authorized DTC participants that hold Old Notes on behalf of 
beneficial owners of Old Notes through DTC to tender their Old Notes as if 
they were Holders. To effect a tender of Old Notes, DTC participants should 
either (i) complete and sign the Letter of Transmittal (or a manually signed 
facsimile thereof), have the signature thereon guaranteed if required by the 
instructions to the Letter of Transmittal, and mail or deliver the Letter of 
Transmittal (or such manually signed facsimile) to the Exchange Agent 
pursuant to the procedure set forth in "Procedures for Tendering" or (ii) 
transmit their acceptance to DTC through the DTC Automated Tender Offer 
Program ("ATOP") for which the transaction will be eligible and follow the 
procedure for book-entry transfer set forth in "--Book-Entry Transfer." 

   The tender by a Holder will constitute an agreement between such Holder 
and the Company in accordance with the terms and subject to the conditions 
set forth herein and in the Letter of Transmittal. 

   The method of delivery of the Old Notes and the Letter of Transmittal and 
all other required documents to the Exchange Agent is at the election and 
risk of the Holder. Instead of delivery by mail, it is recommended that 
Holders use an overnight or hand delivery service. In all cases, sufficient 
time should be allowed to assure delivery to the Exchange Agent before the 
Expiration Date. No Letter of Transmittal or Old Notes, or Book-Entry 
Confirmation, as the case may be, should be sent to the Company. 

   Any beneficial owner whose Old Notes are registered in the name of a 
broker, dealer commercial bank, trust company or other nominee and who wishes 
to tender should contact the registered Holder promptly and instruct such 
registered Holder to tender on such beneficial owner's behalf. If such 
beneficial owner wishes to tender on such beneficial owner's own behalf, such 
owner must, prior to completing and executing the Letter of Transmittal and 
delivering such beneficial owner's Old Notes, either make appropriate 
arrangement to register ownership of the Old Notes in such owner's name or 
obtain a properly completed bond power from the registered Holder. The 
transfer of registered ownership may take considerable time. 

   If the Letter of Transmittal is signed by a person other than the 
registered Holder of any Old Notes listed therein, such Old Notes must be 
endorsed or accompanied by a properly completed bond power and signed by such 
registered Holder as such registered Holder's name appears on such Old Notes. 

   If the Letter of Transmittal or any Old Notes or bond powers are signed by 
trustees, executors, administrators, guardians, attorneys-in-fact, officers 
of corporations or others acting in a fiduciary or representative capacity, 
such persons should so indicate when signing, and unless waived by the 
Company, evidence satisfactory to the Company of their authority to so act 
must be submitted with the Letter of Transmittal. 

   Signatures on a Letter of Transmittal or a notice of withdrawal, as the 
case may be, must be guaranteed by an Eligible Institution (as defined below) 
unless the Old Notes tendered pursuant thereto are tendered (i) by a 
registered Holder who has not completed the box entitled "Special Issuance 
Instructions" or "Special 

                               29           

Delivery Instructions" on the Letter of Transmittal or (ii) for the account 
of an Eligible Institution. In the event that signatures on a Letter of 
Transmittal or a notice of withdrawal, as the case may be, are required to be 
guaranteed, such guarantee must be by a member firm of a registered national 
securities exchange or of the National Association of Securities Dealers, 
Inc., a commercial bank or trust company having an office or correspondent in 
the United States or an "eligible guarantor institution" within the meaning 
of Rule 17Ad15 under the Exchange Act (an "Eligible Institution"). 

   All questions as to the validity, form, eligibility (including time of 
receipt), acceptance and withdrawal of tendered Old Notes will be determined 
by the Company in its sole discretion, which determination shall be final and 
binding. The Company reserves the absolute right to reject any and all Old 
Notes not properly tendered or any Old Notes the Company's acceptance of 
which would, in the opinion of counsel for the Company, be unlawful. The 
Company also reserves the right to waive any defects, irregularities or 
conditions of tender as to particular Old Notes. The Company's interpretation 
of the terms and conditions of the Exchange Offer (including the instructions 
in the Letter of Transmittal) shall be final and binding on all parties. 
Unless waived, any defects or irregularities in connection with tenders of 
Old Notes must be cured within such time as the Company shall determine. 
Neither the Company, the Exchange Agent nor any other person shall incur any 
liability for failure to give notice of any defect or irregularity with 
respect to any tender of Old Notes. Tenders of Old Notes will not be deemed 
to have been made until such defects or irregularities have been cured or 
waived. Any Old Notes received by the Exchange Agent that are not properly 
tendered and as to which the defects or irregularities have not been cured or 
waived will not be deemed to have been properly tendered. Such Old Notes will 
be returned by the Exchange Agent to the tendering Holders, unless otherwise 
provided in the Letter of Transmittal, as soon as practicable following the 
Expiration Date. 

   By tendering, each Holder will represent to the Company, among other 
things, that such Holder is not a Restricted Holder. In addition, each 
Participating Broker-Dealer must acknowledge that it will deliver a 
prospectus in connection with any resale of such New Notes. See "Plan of 
Distribution." 

ACCEPTANCE OF OLD NOTES FOR EXCHANGE; DELIVERY OF NEW NOTES 

   For each Old Note accepted for exchange, the Holder of such Old Note will 
receive a New Note having a principal amount equal to that of the surrendered 
Old Note. For purposes of the Exchange Offer, the Company shall be deemed to 
have accepted properly tendered Old Notes for exchange when, as and if the 
Company has given oral or written notice thereof to the Exchange Agent. 

In all cases, issuance of New Notes for Old Notes that are accepted for 
exchange pursuant to the Exchange Offer will be made only after timely 
receipt by the Exchange Agent of certificates for such Old Notes or a timely 
Book-Entry Confirmation of such Old Notes into the Exchange Agent's account 
at the Book-Entry Transfer Facility, a properly completed and duly executed 
Letter of Transmittal or Agent's Message and all other required documents. If 
any tendered Old Notes are not accepted for any reason set forth in the terms 
and conditions of the Exchange Offer or if Old Notes are submitted for a 
greater principal amount than the Holder desires to exchange, such unaccepted 
or non-exchanged Old Notes will be returned without expense to the tendering 
Holder thereof (or, in the case of Old Notes tendered by book-entry transfer 
into the Exchange Agent's account at the Book-Entry Transfer Facility 
pursuant to the book-entry transfer procedures described below, such 
non-exchanged Old Notes will be credited to an account maintained with such 
Book-Entry Transfer Facility) as promptly as practicable after the Expiration 
Date. 

BOOK-ENTRY TRANSFER 

   The Exchange Agent will establish a new account or utilize an existing 
account with respect to the Old Notes at DTC promptly after the date of this 
Prospectus, and any financial institution that is a participant in DTC and 
whose name appears on a security position listing as the owner of Old Notes 
may make a book-entry tender of Old Notes by causing DTC to transfer such Old 
Notes into the Exchange Agent's account in accordance with DTC's procedures 
for such transfer. However, although tender of Old Notes may be effected 
through book-entry transfer into the Exchange Agent's account at DTC, the 
Letter of Transmittal (or a manually signed facsimile thereof), properly 
completed and validly executed, with any required signature guarantees, or an 
Agent's Message in lieu of the Letter of Transmittal, and any other required 
documents, must, in any case, be received by the Exchange Agent at its 
address set forth below under the 

                               30           

caption "Exchange Agent" on or prior to the Expiration Date, or the 
guaranteed delivery procedures described below must be complied with. The 
confirmation of book-entry transfer of Old Notes into the Exchange Agent's 
account at DTC as described above is referred to herein as a "Book-Entry 
Confirmation." Delivery of documents to DTC in accordance with DTC's 
procedures does not constitute delivery to the Exchange Agent. 

   The term "Agent's Message" means a message transmitted by DTC to, and 
received by, the Exchange Agent and forming a part of a Book-Entry 
Confirmation, which states that DTC has received an express acknowledgment 
from the participant in DTC tendering the Old Notes stating (i) the aggregate 
principal amount of Old Notes which have been tendered by such participant, 
(ii) that such participant has received and agrees to be bound by the term of 
the Letter of Transmittal and (iii) that the Company may enforce such 
agreement against the participant. 

   
GUARANTEED DELIVERY PROCEDURES 
    

   Holders who wish to tender their Old Notes and (i) whose Old Notes are not 
immediately available, (ii) who cannot deliver their Old Notes, the Letter of 
Transmittal or any other required documents to the Exchange Agent prior to 
the Expiration Date or (iii) who cannot complete the procedure for book-entry 
transfer on a timely basis, may effect a tender if: 

     (a) the tender is made through an Eligible Institution; 

     (b) prior to the Expiration Date, the Exchange Agent receives from such 
    Eligible Institution a properly completed and duly executed Notice of 
    Guaranteed Delivery (by facsimile transmission, mail or hand delivery) 
    setting forth the name and address of the Holder, the certificate 
    number(s) of such Old Notes and the principal amount of Old Notes 
    tendered, stating that the tender is being made thereby and guaranteeing 
    that, within three New York Stock Exchange trading days after the 
    Expiration Date, the Letter of Transmittal (or facsimile thereof) or, in 
    the case of a book-entry transfer, an Agent's Message, together with the 
    certificate(s) representing the Old Notes, or a Book-Entry Confirmation, 
    as the case may be, and any other documents required by the Letter of 
    Transmittal will be deposited by the Eligible Institution with the 
    Exchange Agent; and 

     (c) such properly completed and executed Letter of Transmittal (or 
    facsimile thereof) or, in the case of a book-entry transfer, an Agent's 
    Message, as well as the certificate(s) representing all tendered Old Notes 
    in proper form for transfer, or a Book-Entry Confirmation, as the case may 
    be, and all other documents required by the Letter of Transmittal are 
    received by the Exchange Agent within three New York Stock Exchange 
    trading days after the Expiration Date. 

WITHDRAWAL OF TENDERS 

   
   Except as otherwise provided herein, tenders of Old Notes may be withdrawn 
at any time prior to 5:00 p.m., New York City time, on the Expiration Date. 

   To withdraw a tender of Old Notes in the Exchange Offer, a written or 
facsimile transmission notice of withdrawal must be received by the Exchange 
Agent at its address set forth herein prior to 5:00 p.m., New York City time, 
on the Expiration Date. Any such notice of withdrawal must (i) specify the 
name of the person having deposited the Old Notes to be withdrawn (the 
"Depositor"), (ii) identify the Old Notes to be withdrawn (including the 
certificate number or numbers and principal amount of such Old Notes), (iii) 
be signed by the Holder in the same manner as the original signature on the 
Letter of Transmittal by which such Old Notes were tendered (including any 
required signature guarantees) or be accompanied by documents of transfer 
sufficient to have the Trustee with respect to the Old Notes register the 
transfer of such Old Notes into the name of the person withdrawing the tender 
and (iv) specify the name in which any such Old Notes are to be registered, 
if different from that of the Depositor. If certificates for Old Notes have 
been delivered or otherwise identified to the Exchange Agent, then, prior to 
the release of such certificates, the withdrawing Holder must also submit the 
serial numbers of the particular certificates to be withdrawn and a signed 
notice of withdrawal with signatures guaranteed by an Eligible Institution 
unless such Holder is an Eligible Institution. If Old Notes have been 
tendered pursuant to the procedure for book-entry transfer described above, 
any notice of withdrawal must specify the name and number of the account at 
the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes 
and otherwise comply with the 
    

                               31           

procedures of the Book-Entry Transfer Facility. All questions as to the 
validity, form and eligibility (including time of receipt) of such notices 
will be determined by the Company in its sole discretion, which determination 
shall be final and binding on all parties. Any Old Notes so withdrawn will be 
deemed not to have been validly tendered for purposes of the Exchange Offer 
and no New Notes will be issued with respect thereto unless the Old Notes so 
withdrawn are validly retendered. Properly withdrawn Old Notes may be 
retendered by following one of the procedures described above under 
"--Procedures for Tendering" at any time prior to the Expiration Date. 

   Any Old Notes which have been tendered but which are not accepted for 
payment due to withdrawal, rejection of tender or termination of the Exchange 
Offer will be returned as soon as practicable after withdrawal, rejection of 
tender or termination of the Exchange Offer to the Holder thereof without 
cost to such Holder (or, in the case of Old Notes tendered by book-entry 
transfer into the Exchange Agent's account at the Book-Entry Transfer 
Facility pursuant to the book-entry transfer procedures described above, such 
Old Notes will be credited to an account maintained with such Book-Entry 
Transfer Facility for the Old Notes). 

CONDITIONS 

   Notwithstanding any other term of the Exchange Offer, the Company shall 
not be required to accept for exchange, or exchange New Notes for, any Old 
Notes, and may terminate the Exchange Offer as provided herein before the 
acceptance of such Old Notes, if: 

     (a) any action or proceeding is instituted or threatened in any court or 
    by or before any governmental agency with respect to the Exchange Offer 
    which, in the reasonable judgment of the Company, might materially impair 
    the ability of the Company to proceed with the Exchange Offer or 
    materially impair the contemplated benefits of the Exchange Offer to the 
    Company, or any material adverse development has occurred in any existing 
    action or proceeding with respect to the Company or any of its 
    subsidiaries; 

     (b) any change, or any development involving a prospective change, in the 
    business or financial affairs of the Company or any of its subsidiaries 
    has occurred which, in the reasonable judgment of the Company, might 
    materially impair the ability of the Company to proceed with the Exchange 
    Offer or materially impair the contemplated benefits of the Exchange Offer 
    to the Company; 

     (c) any law, statute, rule or regulation is proposed, adopted or enacted, 
    which, in the reasonable judgment of the Company, might materially impair 
    the ability of the Company to proceed with the Exchange Offer or 
    materially impair the contemplated benefits of the Exchange Offer to the 
    Company; 

     (d) there shall have occurred (i) any general suspension of trading in, 
    or general limitation on prices for securities on the New York Stock 
    Exchange, (ii) a declaration of a banking moratorium or any suspension of 
    payments in respect of banks in the United States or any limitation by any 
    governmental agency or authority that adversely affects the extension of 
    credit to the Company or (iii) a commencement of war, armed hostilities or 
    other similar international calamity directly or indirectly involving the 
    United States; or, in the case any of the foregoing exists at the time of 
    commencement of the Exchange Offer, a material acceleration or worsening 
    thereof; or 

     (e) any governmental approval has not been obtained, which approval the 
    Company shall, in its reasonable judgment, deem necessary for the 
    consummation of the Exchange Offer as contemplated hereby. 

   The foregoing conditions are for the sole benefit of the Company and may 
be asserted by the Company regardless of the circumstances giving rise to any 
such condition or may be waived by the Company in whole or in part at any 
time and from time to time in its reasonable discretion. The failure by the 
Company at any time to exercise any of the foregoing rights shall not be 
deemed a waiver of such right and each such right shall be deemed an ongoing 
right which may be asserted at any time and from time to time. 

   If the Company determines in its reasonable judgment that any of the 
conditions are not satisfied, the Company may (i) refuse to accept any Old 
Notes and return all tendered Old Notes to the tendering Holders, (ii) extend 
the Exchange Offer and retain all Old Notes tendered prior to the expiration 
of the Exchange 

                               32           

Offer, subject, however, to the rights of Holders to withdraw such Old Notes 
(see "--Withdrawal of Tenders" above) or (iii) waive such unsatisfied 
conditions with respect to the Exchange Offer and accept all properly 
tendered Old Notes which have not been withdrawn. If such waiver constitutes 
a material change to the Exchange Offer, the Company will promptly disclose 
such waiver by means of a prospectus supplement that will be distributed to 
the registered Holders, and the Company will extend the Exchange Offer for a 
period of five to ten business days, depending upon the significance of the 
waiver and the manner of disclosure to the registered Holders, if the 
Exchange Offer would otherwise expire during such five to ten business day 
period. 

EXCHANGE AGENT 

   The Bank of New York has been appointed as Exchange Agent for the Exchange 
Offer. Requests for additional copies of this Prospectus or of the Letter of 
Transmittal should be directed to the Exchange Agent addressed as follows: 

   
                           To: The Bank of New York 
                          By Hand/Overnight Courier: 
                             The Bank of New York 
                              101 Barclay Street 
                           New York, New York 10286 
                             Attn: Benjamin Post 
                            Reorganization Section 
                            Facsimile Transmission 
                                (212) 815-6339 
                     Confirm by Telephone: (212) 815-6335 
    

FEES AND EXPENSES 

   The expenses of soliciting tenders will be borne by the Company. The 
principal solicitation is being made by mail; however, additional 
solicitation may be made by telephone or in person by officers and regular 
employees of the Company and its affiliates. 

   The Company has not retained any dealer-manager in connection with the 
Exchange Offer and will not make any payments to brokers, dealers or others 
soliciting acceptances of the Exchange Offer. The Company, however, will pay 
the Exchange Agent reasonable and customary fees for its services and will 
reimburse it for its reasonable out-of-pocket expenses in connection 
therewith. 

   The cash expenses to be incurred in connection with the Exchange Offer 
will be paid by the Company. Such expenses include fees and expenses of the 
Exchange Agent and Trustee, accounting and legal fees and printing costs, 
among others. 

   The Company will pay all transfer taxes, if any, applicable to the 
exchange of Old Notes pursuant to the Exchange Offer. If, however, 
certificates representing New Notes, or Old Notes for principal amounts not 
tendered or accepted for exchange, are to be delivered to, or are to be 
issued in the name of, any person other than the registered Holder of the Old 
Notes tendered, or if tendered Old Notes are registered in the name of any 
person other than the person signing the Letter of Transmittal, or if a 
transfer tax is imposed for any reason other than the exchange of Old Notes 
pursuant to the Exchange Offer, then the amount of any such transfer taxes 
(whether imposed on the registered Holder or any other persons) will be 
payable by the tendering Holder. If satisfactory evidence of payment of such 
taxes or exemption therefrom is not submitted with the Letter of Transmittal, 
the amount of such transfer taxes will be billed directly to such tendering 
Holder. 

ACCOUNTING TREATMENT 

   The New Notes will be recorded at the same carrying value as the Old 
Notes, which is the principal amount as reflected in the Company's accounting 
records on the date of the exchange. Accordingly, no gain or loss for 
accounting purposes will be recognized. The expenses of the Exchange Offer 
and the unamortized expenses related to the issuance of the Old Notes will be 
amortized over the term of the Notes. 

                               33           

REGULATORY APPROVALS 

   The Company does not believe that the receipt of any material federal or 
state regulatory approvals will be necessary in connection with the Exchange 
Offer, other than the effectiveness of the Exchange Offer Registration 
Statement under the Securities Act. 

OTHER 

   Participation in the Exchange Offer is voluntary and Holders of Old Notes 
should carefully consider whether to accept the terms and conditions thereof. 
Holders of the Old Notes are urged to consult their financial and tax 
advisors in making their own decisions on what action to take with respect to 
the Exchange Offer. 

CONSEQUENCES OF FAILURE TO PROPERLY TENDER OLD NOTES IN THE EXCHANGE OFFER 

   Issuance of the New Notes in exchange for the Old Notes pursuant to the 
Exchange Offer will be made only after timely receipt by the Exchange Agent 
of such Old Notes, a properly completed and duly executed Letter of 
Transmittal and all other required documents. Therefore, Holders of the Old 
Notes desiring to tender such Old Notes in exchange for New Notes should 
allow sufficient time to ensure timely delivery. The Company is under no duty 
to give notification of defects or irregularities with respect to tenders of 
Old Notes for exchange. Old Notes that are not tendered or that are tendered 
but not accepted by the Company for exchange, will, following consummation of 
the Exchange Offer, continue to be subject to the existing restrictions upon 
transfer thereof under the Securities Act and, upon consummation of the 
Exchange Offer, certain rights under the Registration Rights Agreement will 
terminate. 

   In the event the Exchange Offer is consummated, the Company will not be 
required to register the unexchanged Old Notes. Unexchanged Old Notes will 
continue to be subject to the following restrictions on transfer: (i) the 
unexchanged Old Notes may be resold only if registered pursuant to the 
Securities Act, if any exemption from registration is available thereunder or 
if neither such registration nor such exemption is required by law and (ii) 
the unexchanged Old Notes will bear a legend restricting transfer in the 
absence of registration or an exemption therefrom. The Company does not 
currently anticipate that it will register the unexchanged Old Notes under 
the Securities Act. To the extent that Old Notes are tendered and accepted in 
connection with the Exchange Offer, any trading market for unexchanged Old 
Notes could be adversely affected. 

                               34           

   
                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

   Pursuant to an agreement between United AutoCare and a wholly-owned 
subsidiary of Trace, effective as of January 1, 1997, the Company's exposure 
with respect to United AutoCare's extended service contracts are assumed by 
such subsidiary in exchange for certain fees. As of September 30, 1997, 
aggregate fees paid under such agreement totaled approximately $750,000. 
    

                               35           

                    DESCRIPTION OF SENIOR CREDIT FACILITY 

   The Company has entered into a Credit Agreement, dated as of March 20, 
1997, providing for revolving loans of up to $50.0 million from a syndicate 
of banks led by The Bank of Nova Scotia and Morgan Guaranty Trust Company of 
New York (as amended, the "Senior Credit Facility"). Of the available 
commitments under the Senior Credit Facility, $45.0 million may be used to 
finance acquisitions of automobile dealerships and related expenses and $5.0 
million may be used for working capital purposes. All loans outstanding under 
the Senior Credit Facility were repaid out of the proceeds of the Initial 
Offering. 

   
   To permit the offering of the Series B Notes, the consent of the banks 
representing a majority of the aggregate amount of the commitments under the 
Senior Credit Facility was required to amend certain terms thereof, such as 
the debt incurrence covenant and various financial ratios. Prior to such 
offering, such banks waived, until January 15, 1998, any violations caused by 
such offering and agreed to commence the requisite internal procedures to 
effect a formal amendment. Pending such amendment, the Company will not be 
permitted to borrow funds under the Senior Credit Facility. No assurance can 
be given that such amendment will be effected, and if it is not, the Company 
will need to secure a new credit facility.
    
 
Interest on outstanding loans is payable quarterly in arrears at the rate per 
annum, at the option of the Company, of either (a) the Base Rate Margin plus 
the higher of (i) the prime rate announced by The Bank of Nova Scotia or (ii) 
the federal funds rate plus 0.5%, or (b) the Euro-Dollar Margin plus an 
amount based on the applicable Euro-Dollar Reserve Percentage (as defined). 
Through December 31, 1997, the Base Rate Margin is 1.75% and the Euro-Dollar 
Margin is 2.75%. The interest rate at June 30, 1997 was 9.9%. After December 
31, 1997, based upon the Company's Leverage Ratio (as defined) as of the end 
of the last fiscal quarter for which the Company has delivered financial 
statements to the banks, the Base Rate Margin will be between 1.75% and 3.0% 
and the Euro-Dollar will be between 2.75% and 4.0%. Any overdue principal or 
interest will bear interest at the rate per annum of 2.0% plus the applicable 
margin. In addition, the Company is required to pay a quarterly commitment 
fee of 0.5% per annum on the amount of unused commitments. 

Subject to certain conditions, the Company is entitled to borrow money under 
the Senior Credit Facility at any time until March 19, 1998. The Company is 
required to repay loans outstanding thereunder, unless otherwise accelerated 
upon an event of default, in accordance with the following schedule: 



 PRINCIPAL REPAYMENT DATE AMOUNT OF REPAYMENT 
- ------------------------  ------------------- 
                       
      June 20, 1998           $ 4,000,000 
      September 20, 1998        4,000,000 
      December 20, 1998         4,000,000 
      March 20, 1999            4,000,000 
      June 20, 1999             4,000,000 
      September 20, 1999        4,000,000 
      December 20, 1999         4,000,000 
      March 20, 2000           22,000,000 


   If the aggregate principal amount of loans outstanding on March 19, 1998 
is less than $50.0 million, the amount of later required repayments will be 
reduced. In addition, the Company is required to repay loans in an amount 
equal to (i) 80% of the net proceeds of certain types of equity issuances and 
(ii) 50% of any Excess Cash Flow (as defined) for the 1997 or 1998 fiscal 
year. The Company may make prepayments at any time without payment of any 
penalty or premium (other than breakage costs in connection with Euro-Dollar 
loans). 

The Senior Credit Facility contains various covenants and events of default 
customary for agreements of this type. 

Indebtedness under the Senior Credit Facility ranks senior to the Notes. The 
Senior Credit Facility is guaranteed by substantially all of the Company's 
subsidiaries, is secured by the pledge of the ownership interests of most of 
such subsidiaries and requires the Company, to the extent permitted, to 
deliver a guarantee and a pledge with respect to each newly acquired 
subsidiary. Such requirement, as well as certain other covenants under the 
Senior Credit Facility, may be waived with the consent of the banks 
representing a majority of the aggregate amount of the commitments 
thereunder. 

                               36           

                             DESCRIPTION OF NOTES 

   As used below in this "Description of Notes" section, the "Company" means 
United Auto Group, Inc. but not any of its subsidiaries. The Old Notes were 
issued, and the New Notes are to be issued, under an Indenture dated as of 
July 23, 1997 (as amended, the "Indenture") among the Company, the Guarantors 
and The Bank of New York, as Trustee (the "Trustee"). The terms of the New 
Notes are identical in all material respects to the terms of the Old Notes, 
except that the New Notes have been registered under the Securities Act and 
therefore will not bear legends restricting their transfer and will not 
contain terms providing for an increase in the interest rate thereon under 
certain circumstances described in the Registration Rights Agreement. The 
terms of the Notes include those stated in the Indenture and those made part 
of the Indenture by reference to the Trust Indenture Act of 1939, as amended 
(the "Trust Indenture Act"). The Notes are subject to all such terms, and 
holders of the Notes are referred to the Indenture and the Trust Indenture 
Act for a statement thereof. A copy of the Indenture and the Registration 
Rights Agreement are filed as exhibits to the Registration Statement of which 
this Prospectus is a part. The statements under this caption relating to the 
Notes, the Indenture and the Registration Rights Agreement are summaries of 
all the material terms thereof but do not purport to be complete, and where 
reference is made to particular provisions of the Indenture or the 
Registration Rights Agreement, such provisions, including the definitions of 
certain terms, are qualified in their entirety by such reference. Terms 
defined under "--Certain Definitions" have the meanings in this "Description 
of Notes" as set forth therein. 

   The Notes are unsecured obligations of the Company, limited to $150.0 
million aggregate principal amount. The Notes are issued only in fully 
registered form, without coupons, in denominations of $1,000 and any integral 
multiple thereof. No service charge will be made for any registration of 
transfer or exchange of Notes, but the Company may require payment of a sum 
sufficient to cover any tax or other governmental charge payable in 
connection therewith. Initially, the Trustee will act as paying agent and 
registrar for the Notes. 

PRINCIPAL, MATURITY AND INTEREST 

   The Notes were issued on the Issue Date at 98.529% of their principal 
amount and will mature on July 15, 2007. The Notes bear interest at the rate 
of 11% per annum from the Issue Date or from the most recent interest payment 
date to which interest has been paid or provided for. Interest is payable 
semiannually on January 15 and July 15 of each year, commencing January 15, 
1998, to the Person in whose name a Note is registered (a "Holder") at the 
close of business on the preceding January 1 or July 1 (each, a "Record 
Date"), as the case may be. Interest on the Notes is computed on the basis of 
a 360-day year of twelve 30-day months. Holders must surrender the Notes to 
the paying agent for the Notes to collect principal payments. The Company 
will pay principal and interest by check and may mail interest checks to a 
Holder's registered address. 

OPTIONAL REDEMPTION 

   The Notes are subject to redemption, at the option of the Company, in 
whole or in part, at any time on or after July 15, 2002 and prior to 
maturity, upon not less than 30 or more than 60 days' notice mailed to each 
Holder of Notes to be redeemed, in amounts of $1,000 or an integral multiple 
thereof, at the following redemption prices (expressed as percentages of 
principal amount), plus accrued interest to but excluding the date fixed for 
redemption (subject to the right of Holders on the relevant Record Date to 
receive interest due on an interest payment date that is on or prior to the 
date fixed for redemption), if redeemed during the 12-month period beginning 
July 15 of the years indicated: 



 YEAR                  PERCENTAGE 
- --------------------  ------------ 
                   
2002 ................    105.500% 
2003 ................    103.667 
2004 ................    101.833 
2005 and thereafter      100.000 


   In addition, prior to July 15, 2000, the Company may redeem Notes with the 
net cash proceeds received by the Company from one or more Public Equity 
Offerings, at a redemption price equal to 111% of the 

                               37           

principal amount thereof, plus accrued and unpaid interest to (but excluding) 
the date fixed for redemption; provided, however, that at least $100.0 
million in aggregate principal amount of Notes remains outstanding 
immediately after any such redemption (excluding any Notes owned by the 
Company or any of its Affiliates). Notice of redemption pursuant to this 
paragraph must be mailed to Holders of Notes to be redeemed not later than 60 
days following the consummation of the relevant Public Equity Offering. 

   Selection of Notes for any partial redemption shall be made by the 
Trustee, in accordance with the rules of any national securities exchange on 
which the Notes may be listed or, if the Notes are not so listed, pro rata or 
by lot or in such other manner as the Trustee shall deem appropriate and 
fair. Notes in denominations larger than $1,000 may be redeemed in part but 
only in integral multiples of $1,000. Notice of redemption will be mailed to 
each Holder of Notes to be redeemed at such Holder's registered address. On 
and after the date fixed for redemption, interest will cease to accrue on 
Notes or portions thereof called for redemption. 

   The Notes do not have the benefit of any sinking fund. 

CHANGE OF CONTROL 

   Within 30 days following a Change of Control, the Company will commence an 
Offer to Purchase all outstanding Notes at a purchase price in cash equal to 
101% of their principal amount, plus accrued and unpaid interest to the 
Purchase Date. Such Offer to Purchase will be consummated not earlier than 30 
days and not later than 60 days after the commencement thereof. Each Holder 
shall be entitled to tender all or any portion of the Notes owned by such 
Holder pursuant to the Offer to Purchase, subject to the requirement that any 
portion of a Note tendered must bear an integral multiple of $1,000 principal 
amount. 

   A "Change of Control" will be deemed to have occurred in the event that 
(whether or not otherwise permitted by the Indenture) after the Issue Date 
(a) any transaction (including, without limitation, any merger or 
consolidation) shall be consummated after which any Person or any Persons 
acting together that would constitute a group (for purposes of Section 13(d) 
of the Exchange Act, or any successor provision thereto) (a "Group"), 
together with any Affiliates, other than Permitted Holders, shall 
"beneficially own" (as defined in Rule 13d-3 under the Exchange Act, or any 
successor provision thereto) at least (x) 50% of the voting power of the 
outstanding Voting Stock of the Company or (y) 40% of the voting power of the 
Voting Stock of the Company, and the Permitted Holders own in the aggregate 
less than such Person or Group (in doing the "own less than" comparison in 
this clause (ii), the holdings of the Permitted Holders who are members of 
the new Group shall not be counted in the voting power of such new Group); 
(b) (x) the Company or any Restricted Subsidiary sells, leases or otherwise 
transfers all or substantially all of the assets of the Company and the 
Restricted Subsidiaries, taken as a whole, to any Person other than a Wholly 
Owned Subsidiary, or (y) the Company consolidates with or merges with or into 
another Person or any Person consolidates with, or merges with or into, the 
Company, in either case under this clause (b), in one transaction or series 
of related transactions in which immediately after the consummation thereof 
Persons owning a majority of the voting power of the Voting Stock of the 
Company immediately prior to such consummation shall cease to own a majority 
of the voting power of the Voting Stock of the Company or the surviving or 
transferee entity if other than the Company; (c) Continuing Directors cease 
to constitute at least a majority of the Board of Directors of the Company; 
or (d) the stockholders of the Company approve any plan or proposal for the 
liquidation or dissolution of the Company. 

   In the event that the Company makes an Offer to Purchase the Notes, the 
Company shall comply with any applicable securities laws and regulations, 
including any applicable requirements of Section 14(e) of, and Rule 14e-1 
under, the Exchange Act. The Company will not be required to make an Offer to 
Purchase upon a Change of Control if a third party makes the Offer to 
Purchase in the manner, at the times and otherwise in compliance with the 
requirements set forth in the Indenture applicable to an Offer to Purchase 
made by the Company and purchases all Notes validly tendered and not 
withdrawn under such Offer to Purchase. 

   With respect to the sale of assets referred to in the definition of 
"Change of Control," the phrase "all or substantially all" of the assets of 
the Company and the Restricted Subsidiaries, taken as a whole, will likely be 
interpreted under applicable law and will be dependent upon particular facts 
and circumstances. As a result, there may be a degree of uncertainty in 
ascertaining whether a sale or transfer of "all or substantially 

                               38           

all" of the assets of the Company and the Restricted Subsidiaries, taken as a 
whole, has occurred. In addition, no assurances can be given that the Company 
will be able to acquire Notes tendered upon the occurrence of a Change of 
Control. The ability of the Company to pay cash to the Holders upon a Change 
of Control may be limited by its then existing financial resources. The 
Senior Credit Facility contains certain covenants that may limit or impede 
the Company's ability to repurchase Notes upon a Change of Control, and 
future debt agreements of the Company may prohibit or limit such repurchase. 
If the Company does not obtain a waiver or consent from the holders of such 
Indebtedness (if required) or repay such Indebtedness, the Company may be 
prohibited from repurchasing Notes. In such event, the Company's failure to 
purchase tendered Notes would constitute an Event of Default under the 
Indenture which would in turn constitute a default under the Senior Credit 
Facility and possibly other Indebtedness. None of the provisions relating to 
a repurchase upon a Change of Control are waivable by the Board of Directors 
of the Company or the Trustee. See "Risk Factors -- Change of Control." 

   The foregoing provisions will not prevent the Company from entering into 
transactions of the types described above with management or their 
affiliates. In addition, such provisions may not necessarily afford the 
Holders protection in the event of a highly leveraged transaction, including 
a reorganization, restructuring, merger or similar transaction involving the 
Company that may adversely affect the Holders because such transactions may 
not involve a shift in voting power or beneficial ownership, or even if they 
do, may not involve a shift of the magnitude required under the definition of 
Change of Control to trigger the provisions. 

SUBORDINATION 

   The Company's obligations with respect to the payment of the principal of 
and interest on the Notes is subordinated in right of payment, to the extent 
and in the manner provided in the Indenture, to the prior payment in full of 
all Senior Debt of the Company. 

   Upon any payment or distribution of assets or securities of the Company of 
any kind or character (whether in cash, property or securities) upon any 
dissolution or winding up or total or partial liquidation or reorganization 
of the Company, whether voluntary or involuntary or in bankruptcy, 
insolvency, receivership or other proceedings, all amounts due or to become 
due with respect to Senior Debt of the Company (including any interest 
accruing subsequent to an event of bankruptcy or insolvency, whether or not 
allowed or allowable thereunder) shall first be paid in full, or payment 
provided for, before the Holders or the Trustee on their behalf shall be 
entitled to receive any payment by the Company of the principal of or 
interest on the Notes, or any payment to acquire any of the Notes for cash, 
property or securities, or any distribution with respect to the Notes of any 
cash, property or securities. Before any payment may be made by or on behalf 
of the Company of the principal of or interest on the Notes upon any such 
dissolution or winding up or liquidation or reorganization, any payment or 
distribution of assets or securities of the Company of any kind or character, 
whether in cash, property or securities, to which the Holders or the Trustee 
on their behalf would be entitled, but for the subordination provisions of 
the Indenture, shall be made by the Company, or by any receiver, trustee in 
bankruptcy, liquidating trustee, agent or other person making such payment or 
distribution, directly to the holders of Senior Debt of the Company (pro rata 
to such holders on the basis of the respective amounts of Senior Debt held by 
such holders) or their representative(s) or to the trustee(s) under any 
indenture pursuant to which any such Senior Debt may have been issued as 
their respective interests may appear, to the extent necessary to pay all 
such Senior Debt in full after giving effect to any concurrent payment, 
distribution or provision therefor to or for the holders of such Senior Debt. 

   No direct or indirect payment by or on behalf of the Company of principal 
of or interest on the Notes (other than payments to Holders from funds held 
in trust for the benefit of Holders pursuant to the defeasance provisions of 
the Indenture), whether pursuant to the terms of the Notes or upon 
acceleration or otherwise, will be made if, at the time of such payment, 
there exists a default in the payment of all or any portion of the 
obligations on any Designated Senior Debt, whether at maturity, on account of 
mandatory redemption or prepayment, acceleration or otherwise, and such 
default shall not have been cured or waived. In addition, during the 
continuance of any non-payment default or non-payment event of default with 
respect to any Designated Senior Debt pursuant to which the maturity thereof 
may be accelerated, and upon 

                               39           

receipt by the Trustee of written notice (a "Payment Blockage Notice") from a 
holder or holders of such Designated Senior Debt or the trustee or agent 
acting on behalf of such Designated Senior Debt, then, unless and until such 
default or event of default has been cured or waived or has ceased to exist 
or such Designated Senior Debt has been discharged or repaid in full, or the 
requisite holders of such Designated Senior Debt have otherwise agreed in 
writing, no payment or distribution will be made by or on behalf of the 
Company on account of or with respect to the Notes (except payments to 
Holders from funds held in trust for the benefit of Holders pursuant to the 
defeasance provisions of the Indenture) during a period (a "Payment Blockage 
Period") commencing on the date of receipt of such Payment Blockage Notice by 
the Trustee and ending 179 days thereafter. Notwithstanding anything herein 
to the contrary, (x) in no event will a Payment Blockage Period extend beyond 
179 days from the date of the Payment Blockage Notice in respect thereof was 
given and (y) there must be 180 days in any 365 day period during which no 
Payment Blockage Period is in effect. Not more than one Payment Blockage 
Period may be commenced with respect to the Notes during any period of 365 
consecutive days. No default or event of default that existed or was 
continuing on the date of commencement of any Payment Blockage Period with 
respect to the Designated Senior Debt initiating such Payment Blockage Period 
may be, or be made, the basis for the commencement of any other Payment 
Blockage Period by the holder or holders of such Designated Senior Debt or 
the trustee or agent acting on behalf of such Designated Senior Debt, whether 
or not within a period of 365 consecutive days, unless such default or event 
of default has been cured or waived for a period of not less than 90 
consecutive days. 

   The failure to make any payment or distribution for or on account of the 
Notes by reason of the provisions of the Indenture described under this 
section will not be construed as preventing the occurrence of an Event of 
Default described in clause (a), (b) or (c) of the first paragraph under 
"--Events of Default." 

   By reason of the subordination provisions described above, in the event of 
insolvency of the Company, funds which would otherwise be payable to Holders 
will be paid to holders of Senior Debt of the Company to the extent necessary 
to repay such Senior Debt in full, and the Company may be unable to fully 
meet its obligations with respect to the Notes. Subject to the restrictions 
set forth in the Indenture, in the future the Company may incur additional 
Senior Debt. See "Risk Factors -- Subordination of the Notes and the 
Guarantees; Release of Guarantees." 

   
   At September 30, 1997, there was an aggregate of $294.6 million of Senior 
Debt of the Company and the Guarantors outstanding. 
    

THE GUARANTEES 

   
   The Guarantors, jointly and severally, fully and unconditionally guarantee 
(subject to fraudulent conveyance laws) on a senior subordinated basis all of 
the obligations of the Company under the Indenture, including its obligation 
to pay principal of and interest on the Notes. The obligation of each 
Guarantor is limited to the maximum amount which, after giving effect to all 
other contingent and fixed liabilities of such Guarantor, will result in the 
obligations of such Guarantor under its Guarantee not constituting a 
fraudulent conveyance or fraudulent transfer under federal or state law. See 
"Risk Factors -- Fraudulent Conveyance Considerations." Except as provided in 
"--Covenants," the Company is not restricted from selling or otherwise 
disposing of a Guarantor. 
    

   The Company will not permit any Subsidiary to become an obligor (including 
as guarantor) under, or in respect of, the Senior Credit Facility without 
causing such Subsidiary to become a Guarantor. Any such Subsidiary shall (a) 
execute and deliver a supplemental indenture in form reasonably satisfactory 
to the Trustee pursuant to which such Subsidiary shall unconditionally 
guarantee all of the Company's obligations under the Notes and the Indenture 
on the terms set forth in the Indenture and (b) deliver to the Trustee an 
opinion of counsel that such supplemental indenture has been duly authorized, 
executed and delivered by such Subsidiary and constitutes a valid and legally 
binding and enforceable obligation of such Subsidiary (subject, in the case 
of enforceability, to customary bankruptcy, insolvency, fraudulent conveyance 
and similar exceptions). 

                               40           

   Any Subsidiary of the Company that ceases to be an obligor (including as 
guarantor) under, or in respect of, the Senior Credit Facility shall be 
released from its Guarantee upon delivery of an officers' certificate to the 
Trustee certifying to such effect. 

   In addition, the Indenture provides that if all of the Capital Stock of a 
Guarantor is sold by the Company or any Subsidiary in a transaction 
constituting an Asset Disposition (or which, but for the provisions of clause 
(c) of the definition of such term, would constitute an Asset Disposition), 
and, if required by the Indenture, (x) the Net Available Proceeds from such 
Asset Disposition are used in accordance with the covenant described under 
"--Covenants -- Limitation on Certain Asset Dispositions" or (y) the Company 
delivers to the Trustee an Officers' Certificate to the effect that the Net 
Available Proceeds from such Asset Disposition will be used in accordance 
with the covenant described under "--Covenants -- Limitation on Certain Asset 
Dispositions" within the time limits specified by such covenant, then such 
Guarantor shall be released and discharged from its Guarantee upon such use 
in the case of clause (x) or upon such delivery in the case of clause (y). 

   The Company may, at its option, cause any of its Subsidiaries to be a 
Guarantor. 

   The obligations of each Guarantor under its Guarantee are subordinated to 
the prior payment in full of all Senior Debt of such Guarantor on the same 
basis as the obligations of the Company on the Notes are subordinated to 
Senior Debt of the Company. See "Risk Factors -- Subordination of the Notes 
and the Guarantees; Release of Guarantees." Each Guarantee ranks pari passu 
in right of payment with any other senior subordinated indebtedness of the 
Guarantor thereof and senior to any future Subordinated Indebtedness of such 
Guarantor. 

   Separate financial statements of the Guarantors are not included herein 
because (i) the Company is a holding company with no independent operations, 
(ii) the Guarantees are full and unconditional (except to the extent 
necessary to comply with fraudulent conveyance laws), (iii) the Guarantors 
are jointly and severally liable with respect to the Notes and (iv) Atlantic 
Finance and its subsidiaries are the sole subsidiaries of the Company that 
are not Guarantors and financial information with respect to such entities is 
set forth separately on the face of the Company's consolidated financial 
statements under the caption "Auto Finance." 

COVENANTS 

   The Indenture contains, among others, the following covenants: 

Limitation on Incurrence of Indebtedness 

   The Company will not, and will not permit any Restricted Subsidiary to, 
directly or indirectly, Incur any Indebtedness, except: 

     (i) Indebtedness of the Company or any Restricted Guarantor, if the 
    Consolidated Cash Flow Ratio for the four full fiscal quarters for which 
    quarterly or annual financial statements are available next preceding the 
    Incurrence of such Indebtedness would be greater than 2.0 to 1.0, and 
    Permitted Refinancings thereof; 

     (ii) Indebtedness of the Company Incurred under the Senior Credit 
    Facility in an aggregate amount not to exceed $100.0 million less any 
    amount of Indebtedness repaid from the proceeds of Asset Dispositions as 
    provided under "--Limitation on Certain Asset Dispositions," which 
    repayment results in a permanent reduction of the commitments under the 
    Senior Credit Facility; 

     (iii) Indebtedness owed by the Company to any Restricted Guarantor or 
    Indebtedness owed by a Restricted Subsidiary to the Company or a 
    Restricted Guarantor; provided, however, upon either (x) the transfer or 
    other disposition by such Restricted Guarantor or the Company of any 
    Indebtedness so permitted under this clause (iii) to a Person other than 
    the Company or another Restricted Guarantor or (y) such Restricted 
    Guarantor's ceasing to be a Restricted Guarantor, the provisions of this 
    clause (iii) shall no longer be applicable to such Indebtedness and such 
    Indebtedness shall be deemed to have been Incurred at the time of any such 
    issuance, sale, transfer or other disposition, as the case may be; 

     (iv) Interest Rate Obligations of the Company or any Restricted 
    Subsidiary relating to Indebtedness of the Company or such Restricted 
    Subsidiary permitted to be Incurred under the Indenture; provided, 

                               41           

    however, that the notional amount of such Interest Rate Obligations does 
    not exceed the amount of the Indebtedness to which such Interest Rate 
    Obligations relate; 

     (v) Indebtedness of the Company or any Restricted Subsidiary under 
    Currency Agreements to the extent relating to (x) Indebtedness of the 
    Company or any Restricted Subsidiary permitted to be Incurred under the 
    Indenture and/or (y) obligations to purchase assets, properties or 
    services incurred in the ordinary course of business of the Company or any 
    Restricted Subsidiary; provided, however, that such Currency Agreements do 
    not increase the Indebtedness or other obligations of the Company and the 
    Restricted Subsidiaries outstanding other than as a result of fluctuations 
    in foreign currency exchange rates or by reason of fees, indemnities or 
    compensation payable thereunder; 

     (vi) Permitted Refinancings of any Indebtedness to the extent outstanding 
    on the Issue Date; 

     (vii) Indebtedness of the Company under the Notes and the Exchange Notes, 
    and Permitted Refinancings thereof; 

     (viii) Floor Plan Notes; 

     (ix) Acquired Indebtedness and Permitted Refinancings thereof; 

     (x) guarantees by the Company or any Restricted Guarantor of Indebtedness 
    of the Company or any Restricted Subsidiary otherwise permitted to be 
    Incurred under the Indenture; 

     (xi) Purchase Money Debt, and Permitted Refinancings thereof, in an 
    aggregate amount not to exceed $35.0 million at any time outstanding; 

     (xii) Atlantic Finance Loans; and 

     (xiii) Indebtedness of the Company or any Restricted Guarantor not 
    otherwise permitted to be Incurred pursuant to clauses (i) through (xii) 
    above which, together with any other outstanding Indebtedness Incurred 
    pursuant to this clause (xiii), does not exceed $20.0 million in the 
    aggregate at any time outstanding. 

Limitation on Restricted Payments 

   The Company will not, and will not permit any Restricted Subsidiary to, 
directly or indirectly, 

     (i) declare or pay any dividend, or make any distribution of any kind or 
    character (whether in cash, property or securities), in respect of any 
    class of Capital Stock of the Company or any Restricted Subsidiary 
    (excluding any (x) dividends or distributions payable solely in shares of 
    Qualified Stock or in options, warrants or other rights to acquire such 
    shares, or (y) in the case of any Restricted Subsidiary, dividends or 
    distributions payable to the Company or a Restricted Subsidiary), 

     (ii) purchase, redeem or otherwise acquire or retire for value any shares 
    of Capital Stock of the Company or any Restricted Subsidiary, any options, 
    warrants or rights to purchase or acquire such shares or any securities 
    convertible or exchangeable into such shares (excluding any such shares, 
    options, warrants, rights or securities that are owned by the Company or a 
    Restricted Subsidiary), 

     (iii) make any Investment (other than a Permitted Investment), or make 
    any payment on a guarantee of any obligation of any Person other than the 
    Company or a Restricted Subsidiary, or 

     (iv) redeem, defease, repurchase, retire or otherwise acquire or retire 
    for value, prior to any scheduled maturity, repayment or sinking fund 
    payment, Subordinated Indebtedness (each of the transactions described in 
    clauses (i) through (iv) (other than any exception to any such clause) 
    being a "Restricted Payment") 

     if, at the time thereof: 

        (1) a Default shall have occurred and be continuing, or 

        (2) upon giving effect to such Restricted Payment, the Company could 
       not Incur at least $1.00 of additional Indebtedness pursuant to the 
       terms of the Indenture described in clause 
       (i) of "--Limitation on Incurrence of Indebtedness," or 

                               42           

        (3) upon giving effect to such Restricted Payment, the aggregate 
       amount of all Restricted Payments (other than any Restricted Payment 
       described in clause (ii), (iii), (iv), (v), (vi), (vii) or (viii) of 
       the next paragraph) (including the Fair Market Value of all Restricted 
       Payments not made in cash or Cash Equivalents, valued at the time of 
       each such Restricted Payment) declared or made on or after the Issue 
       Date exceeds the sum of the following (the "Basket"): 

            (a) 50% of cumulative Consolidated Net Income of the Company (or, 
           in the case cumulative Consolidated Net Income of the Company 
           shall be negative, less 100% of such deficit) for the period 
           (treated as one accounting period) from the beginning of the 
           fiscal quarter in which the Issue Date occurs through the last day 
           of the fiscal quarter for which financial statements are 
           available; plus 

            (b) the aggregate net cash proceeds received (other than from a 
           Subsidiary of the Company) after the Issue Date from the issuance 
           of, or equity contribution with respect to, shares of Qualified 
           Stock and warrants, rights or options to purchase or acquire such 
           shares; plus 

            (c) the amount by which Indebtedness of the Company or any 
           Restricted Subsidiary (other than Subordinated Indebtedness) is 
           reduced on the Company's balance sheet upon the conversion or 
           exchange (other than by a Subsidiary of the Company) subsequent to 
           the Issue Date into Qualified Stock (less the amount of any cash, 
           or the Fair Market Value of any other property, distributed by the 
           Company or any Restricted Subsidiary upon such conversion or 
           exchange to the extent such cash or other property reduced the 
           amount of such Indebtedness); plus 

            (d) the aggregate after-tax net proceeds (consisting of cash and 
           Cash Equivalents) from the sale or other disposition of, or any 
           distribution in respect of, any Investment (other than any such 
           proceeds that the Company elects to be applied toward the 
           calculation of Net Investment under clause (vii) or (viii) of the 
           next paragraph) constituting a Restricted Payment made after the 
           Issue Date; provided, however, that any gain (or loss) on such 
           sale or disposition or any such distribution included in such 
           after-tax net proceeds shall not be included in determining 
           Consolidated Net Income for purposes of clause (a) above; 
           provided, further, that amounts included in this clause (d) shall 
           not exceed the Net Investment by the Company in the Person (or its 
           Subsidiaries) in respect of which such Investment was made; plus 

            (e) $10.0 million. 

   The foregoing provision will not prohibit any of the following: 

     (i) any dividend on any class of Capital Stock of the Company or any 
    Restricted Subsidiary paid within 60 days after the declaration thereof 
    if, on the date when the dividend was declared, the Company or such 
    Restricted Subsidiary, as the case may be, could have paid such dividend 
    in accordance with the provisions of the Indenture; 

     (ii) the Refinancing of any Subordinated Indebtedness otherwise permitted 
    pursuant to the terms of the Indenture described in clause (v) of 
    "--Limitation on Incurrence of Indebtedness"; 

     (iii) the exchange or conversion of any Indebtedness of the Company or 
    any Restricted Subsidiary for or into Qualified Stock; 

     (iv) any Restricted Payment made with the proceeds of a substantially 
    concurrent sale (other than to a Subsidiary of the Company) for cash of 
    Qualified Stock; 

     (v) any Investment to the extent that the consideration therefor consists 
    of Qualified Stock; 

     (vi) required or ratable payments to holders of minority interests in any 
    Restricted Subsidiary; 

     (vii) any Investments in Atlantic Finance or any of its Subsidiaries; 
    provided, however, that the Net Investment in respect of Investments made 
    pursuant to this clause (vii) shall not exceed $25.0 million in the 
    aggregate at any time outstanding; and 

                               43           

     (viii) Investments not otherwise permitted pursuant to clauses (i) 
    through (vii) above; provided, however, that the Net Investment in respect 
    of Investments made pursuant to this clause (viii) shall not exceed $20.0 
    million in the aggregate at any time outstanding; 

   provided, however, that (I) with respect to each of clauses (iv), (v), 
(vi), (vii) and (viii) no Default shall have occurred and be continuing and 
(II) no issuance of Qualified Stock pursuant to clause (ii), (iii), (iv), 
(v), (vi), (vii) or (viii) shall increase the Basket. 

   The Indenture provides that for purposes of this covenant, (i) an 
"Investment" shall be deemed to be made at the time any Restricted Subsidiary 
is designated as an Unrestricted Subsidiary in an amount (proportionate to 
the Company's equity interest in such Restricted Subsidiary) equal to the 
Fair Market Value of such Restricted Subsidiary at such time; provided, 
however, that in the event that any Subsidiary acquired after the Issue Date 
is designated an Unrestricted Subsidiary, the amount of Investment deemed 
made at such time shall be equal to the Net Investment of the Company and the 
Restricted Subsidiaries in such Restricted Subsidiary at such time; (ii) upon 
the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, 
the Basket shall be increased by the amount (proportionate to the Company's 
equity interest in such Unrestricted Subsidiary) equal to the lesser of (x) 
the Fair Market Value of such Unrestricted Subsidiary at the time of such 
redesignation and (y) the Net Investment of the Company and the Restricted 
Subsidiaries in such Unrestricted Subsidiary; provided, however, that in the 
event that any Subsidiary acquired after the Issue Date is redesignated a 
Restricted Subsidiary, the amount of such increase shall be equal to the Net 
Investment of the Company and the Restricted Subsidiaries in such 
Unrestricted Subsidiary at such time; and (iii) an "Investment" shall be 
deemed to be made at the time that the ownership or voting power of the 
Company and the Restricted Subsidiaries in any Restricted Subsidiary is 
reduced to below majority (but greater than zero) in an amount equal to the 
Fair Market Value of such former Restricted Subsidiary at such time 
multiplied by the percentage ownership or voting power (whichever is less) of 
the Company and the Restricted Subsidiaries in such former Restricted 
Subsidiary; provided, however, that in the event that the ownership or voting 
power of any Subsidiary acquired after the Issue Date is so reduced, the 
amount of Investment deemed made at such time shall be equal to the Net 
Investment of the Company and the Restricted Subsidiaries in such former 
Restricted Subsidiary at such time. Notwithstanding the foregoing, Atlantic 
Finance and its Subsidiaries shall be designated Unrestricted Subsidiaries as 
of the Issue Date and such designation shall not be deemed an Investment. 

Limitation on Restrictions Affecting Restricted Subsidiaries 

   The Company will not, and will not permit any Restricted Subsidiary (other 
than a Restricted Guarantor) to, directly or indirectly, create or otherwise 
cause or suffer to exist any consensual encumbrance or restriction on the 
ability of any Restricted Subsidiary to (i) pay dividends or make any other 
distributions in respect of its Capital Stock or pay any Indebtedness or 
other obligation owed to the Company or any Restricted Subsidiary, (ii) make 
loans or advances to, or guarantee any Indebtedness of, the Company or any 
Restricted Subsidiary or (iii) transfer any of its property or assets to the 
Company or any Restricted Subsidiary, except for (a) any encumbrance or 
restriction existing under or by reason of any agreement in effect on the 
Issue Date (including the Senior Credit Facility) as any such agreement is in 
effect on such date or as such agreement is amended thereafter but only if 
such encumbrance or restriction is no more restrictive than in the agreement 
being amended, (b) any encumbrance or restriction under any agreement of or 
relating to such Restricted Subsidiary prior to the date on which such 
Restricted Subsidiary was acquired by the Company and outstanding on such 
date and not Incurred in anticipation or contemplation of becoming a 
Restricted Subsidiary and provided such encumbrance or restriction shall not 
apply to any assets of the Company or any Restricted Subsidiary other than 
the Restricted Subsidiary so acquired or its assets, (c) customary provisions 
contained in an agreement that has been entered into for the sale or 
disposition of all or substantially all of the Capital Stock or assets of a 
Restricted Subsidiary; provided, however, that such encumbrance or 
restriction is applicable only to such Restricted Subsidiary or assets, (d) 
any encumbrance or restriction existing under or by reason of applicable law, 
(e) customary provisions restricting subletting or assignment of any lease 
governing any leasehold interest of any Restricted Subsidiary, (f) covenants 
in franchise agreements with car manufacturers customary for franchise 
agreements in the automobile retailing industry, (g) covenants in purchase 
money obligations for property restricting transfer of such property, (h) 
covenants in security agreements securing Indebtedness of a Restricted 
Subsidiary (to the 

                               44           

extent that such Liens were otherwise incurred in accordance with 
"--Limitation on Liens" below) that restrict the transfer of property subject 
to such agreements and (i) customary covenants in Floor Plan Notes. 

Limitation on Liens 

   The Company will not, and will not permit any Restricted Subsidiary to, 
incur or suffer to exist any Lien on or with respect to any property or 
assets of the Company or any Restricted Subsidiary owned on the Issue Date or 
thereafter acquired or on the income or profits thereof to secure 
Indebtedness, without making, or causing such Restricted Subsidiary to make, 
effective provision for securing the Notes or the Guarantee of such 
Restricted Subsidiary (and, if the Company shall so determine, any other 
Indebtedness of the Company or such Restricted Subsidiary, including 
Subordinated Indebtedness; provided, however, that Liens securing the Notes 
and any Indebtedness pari passu with the Notes are senior to such Liens 
securing such Subordinated Indebtedness) equally and ratably with such 
Indebtedness or, in the event such Indebtedness is subordinate in right of 
payment to the Notes or the Guarantee, prior to such Indebtedness, as to such 
property or assets for so long as such Indebtedness shall be so secured. 

   The foregoing restrictions shall not apply to (i) Liens existing on the 
Issue Date securing Indebtedness existing on the Issue Date; (ii) Liens 
securing Senior Debt (including Liens securing Floor Plan Notes and 
Indebtedness under the Senior Credit Facility) and any guarantees thereof to 
the extent that the Indebtedness secured thereby is permitted to be incurred 
under the covenant described under "--Limitation on Incurrence of 
Indebtedness;" (iii) Liens securing only the Notes and the Guarantees, if 
any; (iv) Liens in favor of the Company or a Guarantor, if any; (v) Liens to 
secure Indebtedness Incurred for the purpose of financing all or any part of 
the purchase price or the cost of construction or improvement of the property 
(or any other capital expenditure financing) subject to such Liens; provided, 
however, that (a) the aggregate principal amount of any Indebtedness secured 
by such a Lien does not exceed 100% of such purchase price or cost, (b) such 
Lien does not extend to or cover any other property other than such item of 
property and any improvements on such item, (c) the Indebtedness secured by 
such Lien is Incurred by the Company within 180 days of the acquisition, 
construction or improvement of such property and (d) the Incurrence of such 
Indebtedness is permitted by the provisions of the Indenture described under 
"--Limitation on Incurrence of Indebtedness;" (vi) Liens on property existing 
immediately prior to the time of acquisition thereof (and not created in 
anticipation or contemplation of the financing of such acquisition); (vii) 
Liens on property of a Person existing at the time such Person is acquired or 
merged with or into or consolidated with the Company or any such Restricted 
Subsidiary (and not created in anticipation or contemplation thereof); (viii) 
Liens to secure Indebtedness Incurred to Refinance, in whole or in part, any 
Indebtedness secured by Liens referred to in the foregoing clauses (i)-(vii) 
so long as such Liens do not extend to any property other than the property 
securing the Indebtedness being Refinanced and the principal amount of 
Indebtedness so secured is not increased except for the amount of any premium 
required to be paid in connection with such Refinancing pursuant to the terms 
of the Indebtedness Refinanced or the amount of any premium reasonably 
determined by the Company as necessary to accomplish such Refinancing by 
means of a tender offer, exchange offer or privately negotiated repurchase, 
plus the expenses of the issuer of such Indebtedness reasonably incurred in 
connection with such Refinancing; and (viii) Liens in favor of the Trustee as 
provided for in the Indenture on money or property held or collected by the 
Trustee in its capacity as Trustee. 

Limitation on Certain Asset Dispositions 

   The Company will not, and will not permit any Restricted Subsidiary to, 
directly or indirectly, make one or more Asset Dispositions unless: (i) the 
Company or such Restricted Subsidiary, as the case may be, receives 
consideration for such Asset Disposition at least equal to the Fair Market 
Value of the assets sold or disposed of; and (ii) not less than 80% of the 
consideration for the disposition consists of (A) cash or Cash Equivalents 
(including any held in escrow); (B) the assumption of Indebtedness (other 
than non-recourse Indebtedness or any Subordinated Indebtedness) of the 
Company or such Restricted Subsidiary or other obligations relating to such 
assets (provided, however, that the Company and the Restricted Subsidiaries 
are released from any liability for such Indebtedness); (C) Replacement 
Assets or (D) any combination of the foregoing clauses (A), (B) and (C). All 
Net Available Proceeds of an Asset Disposition shall be applied within 

                               45           

360 days of such Asset Disposition (i) to capital investments in properties 
or assets that will be used in a business of the Company and the Restricted 
Subsidiaries conducted on the Issue Date or in a business reasonably related 
thereto and/or (ii) to the permanent reduction and prepayment of any Senior 
Debt of the Company then outstanding (including a permanent reduction of 
commitments in respect thereof). Any Net Available Proceeds from any Asset 
Disposition that are not applied as provided in the immediately preceding 
sentence shall be used not later than the 361st day after such Asset 
Disposition to make an Offer to Purchase outstanding Notes at a purchase 
price in cash equal to 100% of their principal amount, plus accrued and 
unpaid interest to the Purchase Date. Notwithstanding the foregoing, the 
Company may defer making any Offer to Purchase outstanding Notes until there 
are aggregate unutilized Net Available Proceeds from Asset Dispositions 
otherwise subject to the two immediately preceding sentences equal to or in 
excess of $10.0 million (at which time, the entire unutilized Net Available 
Proceeds from Asset Dispositions otherwise subject to the two immediately 
preceding sentences, and not just the amount in excess of $10.0 million, 
shall be applied as required pursuant to this paragraph). Any remaining Net 
Available Proceeds following the completion of the required Offer to Purchase 
may be used by the Company for any other purpose (subject to the other 
provisions of the Indenture) and the amount of Net Available Proceeds then 
required to be otherwise applied in accordance with this covenant shall be 
reset to zero, subject to any subsequent Asset Disposition. These provisions 
will not apply to a transaction consummated in compliance with the provisions 
of the Indenture described under "--Mergers, Consolidations and Certain Sales 
of Assets." 

   In the event that the Company makes an Offer to Purchase the Notes, the 
Company shall comply with any applicable securities laws and regulations, 
including any applicable requirements of Section 14(e) of, and Rule 14e-1 
under, the Exchange Act. 

Limitation on Senior Subordinated Indebtedness 

   The Company (i) will not Incur any Indebtedness that by its terms (or by 
the terms of the agreement or instrument governing such Indebtedness) is 
subordinate in right of payment to any other Indebtedness of the Company 
unless such Indebtedness is also by its terms (or by the terms of the 
agreement or instrument governing such Indebtedness) made expressly either 
(x) pari passu in right of payment with the Notes or (y) subordinate in right 
of payment to the Notes in the same manner and at least to the same extent as 
the Notes are subordinate to Senior Debt of the Company, and (ii) will not 
permit any Guarantor to Incur any Indebtedness that by its terms (or by the 
terms of the agreement or instrument governing such Indebtedness) is 
subordinate in right of payment to any other Indebtedness of such Guarantor 
unless such Indebtedness is also by its terms (or by the terms of the 
agreement governing such Indebtedness) made expressly either (x) pari passu 
in right of payment with the Guarantee of such Guarantor or (y) subordinate 
in right of payment to the Guarantee of such Guarantor in the same manner and 
at least to the same extent as the Guarantee of such Guarantor is subordinate 
to Senior Debt of such Guarantor. 

Limitation on Transactions with Affiliates 

   The Company will not, and will not permit any Restricted Subsidiary to, 
directly or indirectly, enter into any transaction with any of their 
respective Affiliates, including, without limitation, the purchase, sale, 
lease or exchange of property, the rendering of any service, or the making of 
any guarantee, loan, advance or Investment, unless the terms of such 
transaction are at least as favorable as the terms that could be obtained at 
such time by the Company or such Restricted Subsidiary, as the case may be, 
in a comparable transaction made on an arms-length basis with a Person that 
is not such an Affiliate; provided, however, that (x) if the aggregate 
consideration exceeds $1.0 million, the Company shall deliver an officers' 
certificate to the Trustee stating that a majority of the Disinterested 
Directors have determined, in their good faith judgment, that the terms of 
such transaction are at least as favorable as the terms that could be 
obtained at such time by the Company or such Restricted Subsidiary, as the 
case may be, in a comparable transaction made on an arms-length basis with a 
Person that is not such an Affiliate and (y) if the aggregate consideration 
exceeds $5.0 million, the Company shall also deliver to the Trustee, prior to 
the consummation of the transaction, the favorable written opinion of a 
nationally recognized accounting, appraisal or investment banking firm as to 
the fairness of the transaction to the Company or such Restricted Subsidiary, 
from a financial point of view; provided, however, that this clause (y) shall 
not apply to (I) transactions relating to the assumption 

                               46           

by Trace of liabilities of the Company or any Restricted Subsidiary under 
extended service contracts (or Trace's indemnification of the Company or any 
Restricted Subsidiary for liabilities thereof) or (II) the writing of 
extended service contracts by Trace to customers of the Company or any 
Restricted Subsidiary. The provisions of this covenant shall not apply to (i) 
transactions permitted by the provisions of the Indenture described above 
under the caption "--Limitation on Restricted Payments," (ii) reasonable fees 
and compensation paid to, and indemnity provided on behalf of, officers, 
directors and employees of the Company or any Restricted Subsidiary in the 
ordinary course of business and on ordinary business terms or as determined 
in good faith by the Board of Directors of the Company and (iii) transactions 
solely between or among the Company and/or one or more Restricted 
Subsidiaries. 

Provision of Financial Information 

   Whether or not the Company is subject to Section 13(a) or 15(d) of the 
Exchange Act, or any successor provision thereto, the Company shall file with 
the Commission the annual reports, quarterly reports and other documents 
which the Company would have been required to file with the Commission 
pursuant to such Section 13(a) or 15(d) or any successor provision thereto if 
the Company were so required, such documents to be filed with the Commission 
on or prior to the respective dates (the "Required Filing Dates") by which 
the Company would have been required so to file such documents if the Company 
were so required. The Company shall also in any event (a) within 15 days of 
each Required Filing Date (i) transmit by mail to all holders of Notes, as 
their names and addresses appear in the Note Register, without cost to such 
holders, and (ii) file with the Trustee, copies of the annual reports, 
quarterly reports and other documents which the Company is required to file 
with the Commission pursuant to the preceding sentence, and (b) if, 
notwithstanding the preceding sentence, filing such documents by the Company 
with the Commission is not permitted under the Exchange Act, promptly upon 
written request supply copies of such documents to any prospective holder of 
Notes. 

Mergers, Consolidations and Certain Sales of Assets 

   The Company will not consolidate or merge with or into any Person, or 
sell, assign, lease, convey or otherwise dispose of (or cause or permit any 
Restricted Subsidiary to sell, assign, lease, convey or otherwise dispose of 
(however effected, including, without limitation, by merger or 
consolidation)) all or substantially all of the Company's assets (determined 
on a consolidated basis for the Company and the Restricted Subsidiaries), 
whether as an entirety or substantially an entirety in one transaction or a 
series of related transactions, including by way of liquidation or 
dissolution, to any Person unless, in each such case: (i) the entity formed 
by or surviving any such consolidation or merger (if other than the Company 
or such Restricted Subsidiary, as the case may be), or to which such sale, 
assignment, lease, conveyance or other disposition shall have been made (the 
"Surviving Entity"), is a corporation organized and existing under the laws 
of the United States, any state thereof or the District of Columbia; (ii) the 
Surviving Entity assumes by supplemental indenture all of the obligations of 
the Company on the Notes and under the Indenture and the Registration Rights 
Agreement (upon which assumption the Company will be discharged of any and 
all obligations on the Notes and under the Indenture and the Registration 
Rights Agreement); (iii) immediately after giving effect to such transaction 
and the use of any net proceeds therefrom on a pro forma basis, the Company 
or the Surviving Entity, as the case may be, (A) shall have a Consolidated 
Net Worth equal to or greater than the Consolidated Net Worth of the Company 
immediately prior to such transaction and (B) could Incur at least $1.00 of 
additional Indebtedness pursuant to clause (i) of the provisions of the 
Indenture described under "--Limitation on Incurrence of Indebtedness;" (iv) 
immediately before and after giving effect to such transaction and treating 
any Indebtedness that becomes an obligation of the Company or any Restricted 
Subsidiary as a result of such transaction as having been Incurred by the 
Company or such Restricted Subsidiary, as the case may be, at the time of the 
transaction, no Default shall have occurred and be continuing; and (v) if, as 
a result of any such transaction, property or assets of the Company or a 
Restricted Subsidiary would become subject to a Lien not excepted from the 
provisions of the Indenture described under "--Limitation on Liens," the 
Company, Restricted Subsidiary or the Surviving Entity, as the case may be, 
shall have secured the Notes or its Guarantee, as applicable, as required by 
said covenant. The provisions of this paragraph shall not apply to any merger 
of a Restricted Subsidiary with or into the Company or a Wholly Owned 
Subsidiary or any transaction pursuant to which a Guarantor is to be released 

                               47           

in accordance with the terms of its Guarantee and the Indenture in connection 
with any transaction complying with the provisions of the Indenture described 
under "--Limitation on Certain Asset Dispositions." 

EVENTS OF DEFAULT 

   The following are Events of Default under the Indenture: 

     (a) failure to pay principal of any Note when due (whether or not 
    prohibited by the provisions of the Indenture described under 
    "--Subordination"); 

     (b) failure to pay any interest on any Note when due, continued for 30 
    days (whether or not prohibited by the provisions of the Indenture 
    described under "--Subordination"); 

     (c) default in the payment of principal of and interest on Notes required 
    to be purchased pursuant to an Offer to Purchase as described under 
    "--Change of Control" or "--Covenants -- Limitation on Certain Asset 
    Dispositions" when due and payable (whether or not prohibited by the 
    provisions of the Indenture described under "--Subordination"); 

     (d) failure to perform or comply with any of the provisions described 
    under "--Covenants -- Mergers, Consolidations and Certain Sales of 
    Assets"; 

     (e) failure to perform any other covenant or agreement of the Company 
    under the Indenture or the Notes continued for 60 days after written 
    notice to the Company by the Trustee or holders of at least 25% in 
    aggregate principal amount of outstanding Notes; 

     (f) default under the terms of one or more instruments evidencing or 
    securing Indebtedness of the Company or any Restricted Subsidiary having 
    an outstanding principal amount of $10.0 million or more individually or 
    in the aggregate that has resulted in the acceleration of the payment of 
    such Indebtedness or failure to pay principal when due at the stated final 
    maturity of any such Indebtedness; 

     (g) the rendering of a final judgment or judgments (not subject to 
    appeal) against the Company or any Restricted Subsidiary in an amount of 
    $10.0 million or more which remains undischarged or unstayed for a period 
    of 60 days after the date on which the right to appeal has expired; 

     (h) certain events of bankruptcy, insolvency or reorganization affecting 
    the Company or any Restricted Subsidiary; and 

     (i) any Guarantee, ceases to be in full force and effect or is declared 
    null and void and unenforceable or is found to be invalid or any Guarantor 
    denies its liability under its Guarantee (other than by reason of a 
    release of such Guarantor from its Guarantee in accordance with the terms 
    of the Indenture and such Guarantee). 

   If an Event of Default (other than an Event of Default with respect to the 
Company described in clause (h) of the preceding paragraph) shall occur and 
be continuing, either the Trustee or the Holders of at least 25% in aggregate 
principal amount of the outstanding Notes may accelerate the maturity of all 
Notes; provided, however, that after such acceleration, but before a judgment 
or decree based on acceleration, the Holders of a majority in aggregate 
principal amount of outstanding Notes may, under certain circumstances, 
rescind and annul such acceleration if all Defaults, other than the 
non-payment of accelerated principal, have been cured or waived as provided 
in the Indenture; provided, however, that so long as the Senior Credit 
Facility shall be in full force and effect, if an Event of Default shall have 
occurred and be continuing (other than an Event of Default with respect to 
the Company described in clause (h) of the preceding paragraph), the Notes 
shall not become due and payable until the earlier to occur of (x) five 
business days following delivery of a written notice of such acceleration of 
the Notes to the agent under the Senior Credit Facility and (y) the 
acceleration of any Indebtedness under the Senior Credit Facility. If an 
Event of Default with respect to the Company described in clause (h) of the 
preceding paragraph occurs, the outstanding Notes will ipso facto become 
immediately due and payable without any declaration or other act on the part 
of the Trustee or any Holder. For information as to waiver of defaults, see 
"--Modification and Waiver." 

                               48           

   The Indenture provides that the Trustee shall, within 30 days after the 
occurrence of any Default with respect to the Notes, give the Holders notice 
of all uncured Defaults known to it; provided, however, that, except in the 
case of an Event of Default or a Default in payment with respect to the Notes 
or a Default in complying with "--Covenants -- Mergers, Consolidations and 
Certain Sales of Assets," the Trustee shall be protected in withholding such 
notice if and so long as the Board of Directors or responsible officers of 
the Trustee in good faith determine that the withholding of such notice is in 
the interest of the Holders. 

   No Holder will have any right to institute any proceeding with respect to 
the Indenture or for any remedy thereunder, unless the Trustee (i) shall have 
failed to act for a period of 60 days after receiving written notice of a 
continuing Event of Default by such Holder and a request to act by Holders of 
at least 25% in aggregate principal amount of Notes outstanding, (ii) shall 
have been offered indemnity reasonably satisfactory to it and (iii) shall not 
have received from the Holders of a majority in aggregate principal amount of 
the outstanding Notes a direction inconsistent with such request. However, 
such limitations do not apply to a suit instituted by a Holder of a Note for 
enforcement of payment of the principal of or interest on such Note on or 
after the respective due dates expressed in such Note. 

   The Company will be required to furnish to the Trustee annually a 
statement as to its performance of certain of its obligations under the 
Indenture and as to any default in such performance. 

SATISFACTION AND DISCHARGE OF INDENTURE; DEFEASANCE 

   The Company may terminate its substantive obligations and the substantive 
obligations of the Guarantors in respect of the Notes and the Guarantees by 
delivering all outstanding Notes to the Trustee for cancellation and paying 
all sums payable by the Company on account of principal of and interest on 
all Notes or otherwise. In addition to the foregoing, the Company may, 
provided that no Default has occurred and is continuing or would arise 
therefrom (or, with respect to a Default specified in clause (h) of "--Events 
of Default," any time on or prior to the 91st calendar day after the date of 
such deposit (it being understood that this condition shall not be deemed 
satisfied until after such 91st day)) and provided that no default under any 
Senior Debt would result therefrom, terminate its substantive obligations and 
the substantive obligations of the Guarantors in respect of the Notes and the 
Guarantees (except for the Company's obligation to pay the principal of and 
the interest on the Notes and such Guarantors' guarantee thereof) by (i) 
depositing with the Trustee, under the terms of an irrevocable trust 
agreement, money or United States Government Obligations sufficient (without 
reinvestment) to pay all remaining indebtedness on the Notes to maturity or 
to redemption, (ii) delivering to the Trustee either an Opinion of Counsel or 
a ruling directed to the Trustee from the Internal Revenue Service to the 
effect that the holders of the Notes will not recognize income, gain or loss 
for federal income tax purposes as a result of such deposit and termination 
of obligations, (iii) delivering to the Trustee an Opinion of Counsel to the 
effect that the Company's exercise of its option under this paragraph will 
not result in the Company, the Trustee or the trust created by the Company's 
deposit of funds pursuant to this provision becoming or being deemed to be an 
"investment company" under the Investment Company Act of 1940, as amended, 
and (iv) complying with certain other requirements set forth in the 
Indenture. In addition, the Company may, provided that no Default has 
occurred and is continuing or would arise therefrom (or, with respect to a 
Default specified in clause (h) of "--Events of Default," any time on or 
prior to the 91st calendar day after the date of such deposit (it being 
understood that this condition shall not be deemed satisfied until after such 
91st day)) and provided that no default under any Senior Debt would result 
therefrom, terminate all of its substantive obligations and all of the 
substantive obligations of the Guarantors in respect of the Notes and the 
Guarantees (including the Company's obligation to pay the principal of and 
interest on the Notes and such Guarantors' guarantee thereof) by (i) 
depositing with the Trustee, under the terms of an irrevocable trust 
agreement, money or United States Government Obligations sufficient (without 
reinvestment) to pay all remaining indebtedness on the Notes to maturity or 
to redemption, (ii) delivering to the Trustee either a ruling directed to the 
Trustee from the Internal Revenue Service to the effect that the holders of 
the Notes will not recognize income, gain or loss for federal income tax 
purposes as a result of such deposit and termination of obligations or an 
Opinion of Counsel based upon such a ruling addressed to the Trustee or a 
change in the applicable Federal tax law since the date of the Indenture, to 
such effect, (iii) delivering to the Trustee an Opinion of Counsel to the 
effect that the Company's exercise of its option under this paragraph will 
not result in the Company, the Trustee or the trust created by the Company's 
deposit of funds pursuant to this provision becoming or 

                               49           

being deemed to be an "investment company" under the Investment Company Act 
of 1940, as amended, and (iv) complying with certain other requirements set 
forth in the Indenture. 

   The Company may make an irrevocable deposit pursuant to this provision 
only if at such time it is not prohibited from doing so under the 
subordination provisions of the Indenture or certain covenants in the 
instruments governing Senior Debt, and the Company has delivered to the 
Trustee and any Paying Agent an Officers' Certificate to that effect. 

GOVERNING LAW 

   The Indenture, the Notes and the Guarantees are governed by the laws of 
the State of New York without regard to principles of conflicts of laws. 

MODIFICATION AND WAIVER 

   Modifications and amendments of the Indenture may be made by the Company 
and the Trustee with the consent of the holders of a majority in aggregate 
principal amount of the outstanding Notes; provided, however, that no such 
modification or amendment may, without the consent of the holder of each Note 
affected thereby, (a) change the Stated Maturity of the principal of any 
Note, (b) alter the optional redemption or repurchase provisions of any Note 
or the Indenture in a manner adverse to the holders of the Notes (other than 
the provisions of the Indenture relating to any Offer to Purchase required 
under the covenants described under "--Covenants -- Limitation on Certain 
Asset Dispositions" or "--Change of Control"), (c) reduce the principal 
amount of any Note, (d) reduce the rate of or extend the time for payment of 
interest on any Note, (e) change the place or currency of payment of 
principal of or interest on any Note, (f) modify any provisions of the 
Indenture relating to the waiver of past defaults (other than to add sections 
of the Indenture subject thereto) or the right of the holders to institute 
suit for the enforcement of any payment on or with respect to any Note or the 
Guarantee, or the modification and amendment of the Indenture and the Notes 
(other than to add sections of the Indenture or the Notes which may not be 
amended, supplemented or waived without the consent of each holder affected), 
(g) reduce the percentage of the principal amount of outstanding Notes 
necessary for amendment to or waiver of compliance with any provision of the 
Indenture or the Notes or for waiver of any Default, (h) waive a default in 
the payment of principal of, interest on, or redemption payment with respect 
to, any Note (except a rescission of acceleration of the Notes by the holders 
as provided in the Indenture and a waiver of the payment default that 
resulted from such acceleration), (i) modify the ranking or priority of the 
Notes or the Guarantee, or modify the definition of Senior Debt or Designated 
Senior Debt or amend or modify the subordination provisions of the Indenture 
in any manner adverse to the Holders, or (j) release any Guarantor from its 
Guarantee or the Indenture otherwise than in accordance with the Indenture 
(it being understood that nothing in this clause (j) requires the consent of 
the holders of more than a majority in aggregate principal amount of the 
outstanding Notes to amend or modify the provisions of the Indenture 
described under "--Covenants -- Limitation on Certain Asset Dispositions"); 
provided, further, however, that no such modification or amendment may, 
without the consent of the holders of three-fourths of the aggregate 
principal amount of Notes affected thereby, modify any of the provisions 
(including the definitions relating thereto) relating to any Offer to 
Purchase required under the covenant described under "--Change of Control" in 
a manner materially adverse to the Holders. 

   The holders of a majority in aggregate principal amount of the outstanding 
Notes, on behalf of all holders of Notes, may waive compliance by the Company 
with certain restrictive provisions of the Indenture. Subject to certain 
rights of the Trustee, as provided in the Indenture, (i) the holders of a 
majority in aggregate principal amount of the outstanding Notes, on behalf of 
all holders of Notes, may waive any past default under the Indenture, except 
a default in the payment of principal or interest or a default arising from 
failure to effect an Offer to Purchase required under the covenant described 
under "--Change of Control," or a default in respect of a provision that 
under the Indenture cannot be modified or amended without the consent of the 
holder of each outstanding Note affected and (ii) the holders of 
three-fourths of the aggregate principal amount of Notes affected thereby, on 
behalf of all holders of Notes, may waive a default arising from failure to 
effect an Offer to Purchase required under the covenant described under 
"--Change of Control." 

                               50           

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, 
EMPLOYEES AND STOCKHOLDERS 

   No director, officer, employee or stockholder of the Company or any of its 
Subsidiaries, as such, will have any liability for any obligations of the 
Company or any Guarantor under the Notes, the Indenture, the Guarantees or 
any claim based on, in respect of, or by reason of, such obligations or their 
creation. Each Holder by accepting a Note waives and releases all such 
liability. The waiver and release are part of the consideration for issuance 
of the Notes. Such waiver may not be effective to waive liabilities under the 
federal securities laws, and it is the view of the Commission that such a 
waiver is against public policy. 

THE TRUSTEE 

   The Indenture provides that, except during the continuance of a Default, 
the Trustee will perform only such duties as are specifically set forth in 
the Indenture. During the existence of a Default, the Trustee will exercise 
such rights and powers vested in it under the Indenture and use the same 
degree of care and skill in their exercise as a prudent person would exercise 
under the circumstances in the conduct of such person's own affairs. The 
Indenture and provisions of the Trust Indenture Act incorporated by reference 
therein contain limitations on the rights of the Trustee, should it become a 
creditor of the Company, the Guarantors, or any other obligor upon the Notes, 
to obtain payment of claims in certain cases or to realize on certain 
property received by it in respect of any such claim as security or 
otherwise. The Trustee is permitted to engage in other transactions with the 
Company and its Affiliates; provided, however, that if it acquires any 
conflicting interest (as defined in the Indenture or in the Trust Indenture 
Act), it must eliminate such conflict or resign. 

CERTAIN DEFINITIONS 

   Set forth below is a summary of certain of the defined terms used in the 
Indenture or the Registration Rights Agreement. Reference is made to the 
Indenture or the Registration Rights Agreement for the full definition of all 
such terms, as well as any other terms used herein for which no definition is 
provided. 

   "Acquired Indebtedness" means Indebtedness of a Person (a) assumed in 
connection with an Acquisition of such Person or (b) existing at the time 
such Person becomes a Restricted Subsidiary or is merged or consolidated with 
or into the Company or any Restricted Subsidiary; provided, however, that 
such Indebtedness (x) was not Incurred in connection with, or in 
contemplation of, such Acquisition, such Person becoming a Restricted 
Subsidiary or such merger or consolidation and (y) is not recourse to any 
Person or assets other than such Person or its assets (including its 
Subsidiaries and their assets). 

   "Acquisition" means (i) any capital contribution (by means of transfers of 
cash or other property to others or payments for property or services for the 
account or use of others, or otherwise) by the Company or any Restricted 
Subsidiary to any other Person, or any acquisition or purchase of Capital 
Stock of any other Person by the Company or any Restricted Subsidiary, in 
either case pursuant to which such Person shall become a Restricted 
Subsidiary or shall be consolidated or merged with or into the Company or any 
Restricted Subsidiary or (ii) any acquisition by the Company or any 
Restricted Subsidiary of the assets of any person which constitute 
substantially all of an operating unit or line of business of such Person or 
which is otherwise outside of the ordinary course of business. 

   "Affiliate" of any specified Person means any other Person directly or 
indirectly controlling or controlled by or under direct or indirect common 
control with any specified Person. For purposes of this definition, "control" 
when used with respect to any Person means the power to direct the management 
and policies of such Person, directly or indirectly, whether through the 
ownership of voting securities, by contract or otherwise; and the terms 
"controlling" and "controlled" have meanings correlative to the foregoing. 

   "Asset Disposition" means any sale, transfer or other disposition 
(including, without limitation, by merger, consolidation or 
sale-and-leaseback transaction) of (i) shares of Capital Stock of any 
Restricted Subsidiary (other than directors' qualifying shares) or (ii) 
property or assets (other than any cash or Cash Equivalents) of the Company 
or any Restricted Subsidiary; provided, however, that an Asset Disposition 
shall not include (a) any such sale, transfer or other disposition to the 
Company or to any Restricted 

                               51           

Guarantor, (b) any sale, transfer or other disposition of defaulted 
receivables for collection or any sale, transfer or other disposition of 
property or assets in the ordinary course of business, (c) any sale, transfer 
or other disposition that does not (together with all related sales, 
transfers or dispositions) involve aggregate consideration in excess of $2.5 
million, (d) the granting of any Lien (or foreclosure thereon) to the extent 
that such Lien is granted in compliance with "--Covenants -- Limitation on 
Liens," (e) any Restricted Payment permitted by "--Covenants -- Limitation on 
Restricted Payments," (f) the sale, assignment, lease, conveyance or 
disposition or other transfer (however effected, including, without 
limitation, by merger or consolidation) of all or substantially all of the 
assets of the Company and the Restricted Subsidiaries, taken as a whole, in 
accordance with "--Covenants -- Mergers, Consolidations and Certain Sales of 
Assets" or (g) any disposition that constitutes a Change of Control. 

   "Atlantic Finance Loan" means any loan by Atlantic Finance to the Company 
which is due not later than the business day next following the day such loan 
was made; provided, however, that (x) the proceeds of such loan are deposited 
with a floor plan lender (including any bank holding Floor Plan Notes) and 
(y) such loan bears interest at a rate not higher than that accruing on such 
deposit. 

   "Average Life" means, as of the date of determination, with respect to any 
Indebtedness for borrowed money or Preferred Stock, the quotient obtained by 
dividing (i) the sum of the products of the number of years from the date of 
determination to the dates of each successive scheduled principal or 
liquidation value payments of such Indebtedness or Preferred Stock, 
respectively, and the amount of such principal or liquidation value payments, 
by (ii) the sum of all such principal or liquidation value payments. 

   "Bankruptcy Code" means Title 11, United States Code. 

   "Basket" has the meaning set forth in "--Covenants -- Limitation on 
Restricted Payments." 

   "Capital Lease Obligations" of any Person means the obligations to pay 
rent or other amounts under a lease of (or other Indebtedness arrangements 
conveying the right to use) real or personal property of such Person which 
are required to be classified and accounted for as a capital lease or 
liability on the face of a balance sheet of such Person in accordance with 
GAAP. The amount of such obligations shall be the capitalized amount thereof 
in accordance with GAAP and the stated maturity thereof shall be the date of 
the last payment of rent or any other amount due under such lease prior to 
the first date upon which such lease may be terminated by the lessee without 
payment of a penalty. 

   "Capital Stock" of any Person means any and all shares, interests, 
partnership interests, participations or other equivalents (however 
designated) of ownership of such Person. 

   "Cash Equivalents" means (i) marketable direct obligations issued or 
guaranteed by the United States of America, or any governmental entity or 
agency or political subdivision thereof (provided, that the full faith and 
credit of the United States of America is pledged in support thereof), 
maturing within one year of the date of purchase; (ii) commercial paper 
issued by corporations or financial institutions maturing within 180 days 
from the date of the original issue thereof, and rated "P-1" or better by 
Moody's Investors Service or "A-1" or better by Standard & Poor's Ratings 
Group or an equivalent rating or better by any other nationally recognized 
securities rating agency; (iii) certificates of deposit issued or acceptances 
accepted by or guaranteed by any bank or trust company organized under the 
laws of the United States of America or any state thereof or the District of 
Columbia, in each case having capital, surplus and undivided profits totaling 
more than $500,000,000, maturing within one year of the date of purchase; and 
(iv) money market funds substantially all of whose assets comprise securities 
of the type described in clauses (i) through (iii). 

   "Common Stock" of any Person means Capital Stock of such Person that does 
not rank prior, as to the payment of dividends or as to the distribution of 
assets upon any voluntary or involuntary liquidation, dissolution or winding 
up of such Person, to shares of Capital Stock of any other class of such 
Person. 

   "Consolidated Cash Flow Available For Fixed Charges" means for any period 
the Consolidated Net Income for such period (x) increased (to the extent 
Consolidated Net Income for such period has been reduced thereby) by the sum 
of (without duplication) (i) Consolidated Fixed Charges for such period, plus 
(ii) Consolidated Income Tax Expense for such period, plus (iii) the 
consolidated depreciation and amortization expense included in the income 
statement of the Company prepared in accordance with GAAP 

                               52           

   
for such period, plus (iv) any other non-cash charges to the extent deducted 
from or reflected in such Consolidated Net Income except for any non-cash 
charges that represent accruals of, or reserves for, cash disbursements to be 
made in any future accounting period and (y) decreased by interest income on 
deposits with floor plan lenders (including any bank holding Floor Plan 
Notes) made with proceeds of Atlantic Finance Loans. 
    

   "Consolidated Cash Flow Ratio" means for any period the ratio of (i) 
Consolidated Cash Flow Available for Fixed Charges for such period to (ii) 
Consolidated Fixed Charges for such period; provided, however, that all 
Incurrences and repayments of Indebtedness (including the Incurrence giving 
rise to such calculation and any repayments in connection therewith) and all 
dispositions (including discontinued operations) or acquisition of assets 
(other than in the ordinary course of business) made during or after such 
period and on or prior to the date of determination shall be given pro forma 
effect as if they occurred on the first day of such four-quarter period, 
except that Indebtedness under the Senior Credit Facility shall be deemed to 
be the average daily balance of such Indebtedness during such four-quarter 
period. Calculations of pro forma amounts in accordance with this definition 
may take into account a reduction of cost of goods sold in the amount of 
interest earned on financing proceeds deposited with any holder of Floor Plan 
Notes. 

   "Consolidated Fixed Charges" means for any period, without duplication, 
(a) the consolidated interest expense included in a consolidated income 
statement (without deduction of interest or finance charge income) of the 
Company and the Restricted Subsidiaries for such period calculated on a 
consolidated basis in accordance with GAAP (it being understood that the 
foregoing does not include interest on Floor Plan Notes), but excluding (x) 
the amortization of deferred financing costs and (y) interest on Atlantic 
Finance Loans, and (b) dividend requirements of the Company and the 
Restricted Subsidiaries with respect to Disqualified Stock and with respect 
to all other Preferred Stock of Restricted Subsidiaries (in each case (i) 
whether in cash or otherwise (except dividends payable solely in shares of 
Capital Stock (other than any Disqualified Stock) of the Company or any 
Restricted Subsidiary) and (ii) other than dividends with respect to Capital 
Stock held by the Company or any Restricted Guarantor) paid, declared, 
accrued or accumulated during such period times, in the case of this clause 
(b), a fraction the numerator of which is one and the denominator of which is 
one minus the then effective consolidated Federal, state and local income tax 
rate of the Company, expressed as a decimal. 

   "Consolidated Income Tax Expense" means for any period the consolidated 
provision for income taxes of the Company and the Restricted Subsidiaries for 
such period calculated on a consolidated basis in accordance with GAAP. 

   "Consolidated Net Income" means for any period the consolidated net income 
(or loss) of the Company and the Restricted Subsidiaries for such period 
determined on a consolidated basis in accordance with GAAP; provided, 
however, that there shall be excluded therefrom (a) the net income (or loss) 
of any Person acquired by the Company or any Restricted Subsidiary in a 
pooling-of-interests transaction for any period prior to the date of such 
transaction, (b) the net income (or loss) of any Restricted Subsidiary (other 
than any Guarantor) which is then subject to restrictions that prevent or 
limit the payment of dividends or the making of distributions to such Person 
to the extent of such restrictions (regardless of any waiver thereof), (c) 
non-cash gains and losses due solely to fluctuations in currency values, (d) 
the net income (or loss) of any Person that is not a Restricted Subsidiary, 
except to the extent of the amount of dividends or other distributions 
representing the Company's proportionate share of such Person's net income 
for such period actually paid in cash to the Company by such Person during 
such period, (e) other than for calculating the Basket, gains or losses on 
Asset Dispositions by the Company or any Restricted Subsidiary, (f) other 
than for calculating the Basket, all extraordinary or non-recurring gains or 
losses determined in accordance with GAAP, (g) the effect of FASB 52 
(hyperinflationary accounting) and interpretations by the Commission thereof 
and (h) in the case of a successor to the Company by consolidation or merger 
or as a transferee of the Company's assets, any earnings (or losses) of the 
successor corporation prior to such consolidation, merger or transfer of 
assets. 

   "Consolidated Net Worth" of any Person means the consolidated 
stockholders' equity of such Person, determined on a consolidated basis in 
accordance with GAAP, less (without duplication) amounts attributable to 
Disqualified Stock of such Person or attributable to Unrestricted 
Subsidiaries. 

                               53           

   "Continuing Director" means a director who either was a member of the 
Board of Directors of the Company on the Issue Date or who became a director 
of the Company subsequent to the Issue Date and whose election, or nomination 
for election by the Company's stockholders, was duly approved by a majority 
of the Continuing Directors then on the Board of Directors of the Company, 
either by a specific vote or by approval of the proxy statement issued by the 
Company on behalf of the entire Board of Directors of the Company in which 
such individual is named as nominee for director. 

   "Currency Agreement" means, with respect to any Person, any foreign 
exchange contract, currency swap agreement or other similar agreement or 
arrangement, which may include the use of derivatives, designed to protect 
such Person against, or to expose such Person to, fluctuations in currency 
values. 

   "Default" means any event that is, or after notice or lapse of time or 
both would become, an Event of Default. 

   "Designated Senior Debt" means (i) so long as the Senior Credit Facility 
is in effect, the Senior Debt incurred thereunder and (ii) any other Senior 
Debt which has at the time of initial issuance an aggregate outstanding 
principal amount in excess of $25 million which has been so designated as 
Designated Senior Debt by the Board of Directors of the Company at the time 
of initial issuance in a resolution delivered to the Trustee. 

   "Disinterested Director" means a member of the Board of Directors of the 
Company who does not have any material direct or indirect financial interest 
in or with respect to the transaction being considered. 

   "Disqualified Stock" of any Person means any Capital Stock of such Person 
which, by its terms (or by the terms of any security into which it is 
convertible or for which it is exchangeable), or upon the happening of any 
event, matures or is mandatorily redeemable, pursuant to a sinking fund 
obligation or otherwise, or is redeemable at the option of the holder 
thereof, in whole or in part, on or prior to the final maturity of the Notes; 
provided, however, that any such Capital Stock that so matures or is 
redeemable in part shall be deemed Disqualified Stock only to the extent that 
it so matures or is so redeemable. 

   "Exchange Act" means the Securities Exchange Act of 1934, as amended, and 
the rules and regulations promulgated by the Commission thereunder. 

   "Fair Market Value" means, with respect to any asset, the price (after 
taking into account any liabilities relating to such assets) which could be 
negotiated in an arm's-length transaction, for cash, between a willing seller 
and a willing and able buyer, neither of which is under any compulsion to 
complete the transaction; provided, however, that the Fair Market Value of 
any such asset or assets shall be determined conclusively (i) for any 
determination pursuant to the covenant described under "--Covenants -- 
Limitation on Restricted Payments" or "--Covenants -- Limitation on Certain 
Asset Dispositions," by the Board of Directors of the Company acting in good 
faith, which determination shall be evidenced by a resolution of such Board 
delivered to the Trustee, and (ii) for any other determination, by an officer 
of the Company acting in good faith. 

   "Floor Plan Notes" means Indebtedness of the Company or any Restricted 
Subsidiary all of the proceeds of which are used to purchase vehicles and/or 
vehicle parts and supplies to be sold in the ordinary course of business of 
the Company and the Restricted Subsidiaries. 

   "GAAP" means generally accepted accounting principles, consistently 
applied, as in effect on the Issue Date in the United States of America, as 
set forth in the opinions and pronouncements of the Accounting Principles 
Board of the American Institute of Certified Public Accountants and 
statements and pronouncements of the Financial Accounting Standards Board or 
in such other statements by such other entity as is approved by a significant 
segment of the accounting profession in the United States. 

   "Guarantee" means a guarantee of the Notes by a Guarantor under the 
Indenture. 

   "guarantee" means, as applied to any obligation, (i) a guarantee (other 
than by endorsement of negotiable instruments for collection in the ordinary 
course of business), direct or indirect, in any manner, of any part or all of 
such obligation and (ii) an agreement, direct or indirect, contingent or 
otherwise, the practical effect of which is to assure in any way the payment 
or performance (or payment of damages in the 

                               54           

event of non-performance) of all or any part of such obligation, including, 
without limiting the foregoing, the payment of amounts drawn down by letters 
of credit. A guarantee shall include, without limitation, any agreement to 
maintain or preserve any other Person's financial condition or to cause any 
other Person to achieve certain levels of operating results. It is understood 
that the obligations of the Company under the Support Agreement dated as of 
June 14, 1996 between the Company and Atlantic Auto Second Funding 
Corporation constitute a guarantee for purposes of the Indenture only to the 
extent of the accrued liability, if any, of the Company for any breach of the 
representations and warranties of Atlantic Finance contained in Section 3.2 
of the Purchase Agreement dated as of June 14, 1996 between Atlantic Auto 
Second Funding Corporation and Atlantic Finance, and that obligations of the 
Company under similar agreements will constitute a guarantee for purposes of 
the Indenture only to the extent of similar accrued liabilities. 

   "Guarantor" means (i) each Subsidiary of the Company that, on the Issue 
Date, is an obligor (including as guarantor) under, or in respect of, the 
Senior Credit Facility and (ii) each Subsidiary of the Company that pursuant 
to the terms of the Indenture executes a supplemental indenture to the 
Indenture as a Guarantor, in each case, until such Subsidiary is released 
from its Guarantee. 

   "Incur" means, with respect to any Indebtedness or other obligation of any 
Person, to create, issue, incur (including by conversion, exchange or 
otherwise), assume, guarantee or otherwise become liable in respect of such 
Indebtedness or other obligation or the recording, as required pursuant to 
GAAP or otherwise, of any such Indebtedness or other obligation on the 
balance sheet of such Person (and "Incurrence," "Incurred" and "Incurring" 
shall have meanings correlative to the foregoing). Indebtedness of any Person 
or any of its Subsidiaries existing at the time such Person becomes a 
Restricted Subsidiary (or is merged into or consolidates with the Company or 
any Restricted Subsidiary), whether or not such Indebtedness was incurred in 
connection with, or in contemplation of, such Person becoming a Restricted 
Subsidiary (or being merged into or consolidated with the Company or any 
Restricted Subsidiary), shall be deemed Incurred at the time any such Person 
becomes a Restricted Subsidiary or merges into or consolidates with the 
Company or any Restricted Subsidiary. Neither the accrual of interest, nor 
the accretion of accreted value, shall be deemed to be an Incurrence. 

   "Indebtedness" means (without duplication), with respect to any Person, 
whether recourse is to all or a portion of the assets of such Person and 
whether or not contingent, (i) all indebtedness of such Person for money 
borrowed, (ii) all indebtedness of such Person evidenced by bonds, 
debentures, notes or other similar instruments, including obligations 
incurred in connection with the acquisition of property, assets or 
businesses, (iii) every reimbursement obligation of such Person with respect 
to letters of credit, bankers' acceptances or similar facilities issued for 
the account of such Person, (iv) all indebtedness of such Person issued or 
assumed as the deferred purchase price of property or services (but excluding 
trade accounts payable or accrued liabilities arising in the ordinary course 
of business), (v) every Capital Lease Obligation of such Person, (vi) every 
net obligation under interest rate swap or similar agreements or foreign 
currency hedge, exchange or similar agreements of such Person and (vii) every 
obligation of the type referred to in clauses (i) through (vi) of another 
Person and all dividends of another Person the payment of which, in either 
case, such Person has guaranteed or is responsible or liable for, directly or 
indirectly, as obligor, guarantor or otherwise. Indebtedness (a) shall 
include (without duplication) the liquidation preference and any mandatory 
redemption payment obligations in respect of any Disqualified Stock of the 
Company, and any Preferred Stock of a Subsidiary of the Company, (b) shall 
never be calculated taking into account any cash and cash equivalents held by 
such Person, (c) shall not include obligations arising from agreements of the 
Company or a Subsidiary to provide for indemnification, adjustment of 
purchase price, earn-out or other similar obligations, in each case, Incurred 
in connection with the acquisition or disposition of any business or assets 
of a Subsidiary, (d) which provides that an amount less than the principal 
amount thereof shall be due upon any declaration of acceleration thereof 
shall be deemed to be incurred or outstanding in an amount equal to the 
accreted value thereof at the date of determination determined in accordance 
with GAAP and (e) shall not be deemed to be Incurred upon the issuance of a 
guarantee by the Company, in connection with an Acquisition, of the price of 
its Common Stock, unless such guarantee is evidenced by a bond, debenture, 
note or similar instrument. 

   "Interest Rate Obligations" means, with respect to any Person, the 
obligations of such Person under (i) interest rate swap agreements, interest 
rate cap agreements and interest rate collar agreements, and (ii) other 
agreements or arrangements designed to protect such Person against, or to 
expose such Person to, fluctuations in interest rates. 

                               55           

   "interest" means, with respect to the Notes, the sum of any cash interest 
and any Additional Interest (as defined in the Registration Rights Agreement) 
on the Notes. 

   "Investment" by any Person means any direct or indirect loan, advance, 
guarantee or other extension of credit or capital contribution to (by means 
of transfers of cash or other property to others or payments for property or 
services for the account or use of others, or otherwise), or purchase or 
acquisition of Capital Stock, bonds, notes, debentures or other securities or 
evidence of Indebtedness issued by, any other Person. 

   "Issue Date" means July 23, 1997, the original issue date of the Notes. 

   "Issuers" means the Company and the Guarantors. 

   "Lien" means, with respect to any property or assets, any mortgage or deed 
of trust, pledge, hypothecation, assignment, security interest, lien, charge, 
easement (other than any easement not materially impairing usefulness or 
marketability), encumbrance, preference, priority or other security agreement 
with respect to such property or assets (including, without limitation, any 
conditional sale or other title retention agreement having substantially the 
same economic effect as any of the foregoing). 

   "Net Available Proceeds" from any Asset Disposition by any Person means 
cash or Cash Equivalents received (including by way of sale or discounting of 
a note, installment receivable or other receivable, but excluding any other 
consideration received (x) in the form of assumption by the acquirer of 
Indebtedness or other obligations relating to such properties or assets or 
(y) in any other non-cash form) therefrom by such Person, including any cash 
received by way of deferred payment or upon the monetization or other 
disposition of any non-cash consideration (including notes or other 
securities) received in connection with such Asset Disposition, net of (i) 
all legal, title and recording tax expenses, commissions, any relocation 
expenses incurred as a result thereof and other fees and expenses incurred 
and all federal, state, foreign and local taxes required to be accrued as a 
liability as a consequence of such Asset Disposition, (ii) all payments made 
by such Person or any of its Restricted Subsidiaries on, or in respect of, 
any Indebtedness (A) which is secured by such assets in accordance with the 
terms of any Lien upon or with respect to such assets or (B) which must, by 
the terms of such Lien or otherwise (including the obtaining of any necessary 
consent in respect thereof to such Asset Disposition) or by applicable law, 
be repaid as a result of such Asset Disposition, (iii) all payments made with 
respect to liabilities associated with the assets which are the subject of 
the Asset Disposition, including, without limitation, trade payables and 
other accrued liabilities, (iv) appropriate amounts to be provided by such 
Person or any Restricted Subsidiary thereof, as the case may be, as a reserve 
in accordance with GAAP against any liabilities associated with such assets 
and retained by such Person or any Restricted Subsidiary thereof, as the case 
may be, after such Asset Disposition, including, without limitation, 
liabilities under any indemnification obligations and severance and other 
employee termination costs associated with such Asset Disposition, until such 
time as such amounts are no longer reserved or such reserve is no longer 
necessary (at which time any remaining amounts will become Net Available 
Proceeds to be allocated in accordance with the provisions of the second and 
third sentences under 
"--Covenants -- Limitation on Certain Asset Dispositions") and (v) all 
distributions and other payments made to minority interest holders in 
Restricted Subsidiaries of such Person or joint ventures as a result of such 
Asset Disposition. 

   "Net Investment" means, in respect of any Investment and the issuer 
thereof (and its Subsidiaries), the excess of (i) the aggregate amount of all 
Investments made therein by the Company or any Restricted Subsidiary on or 
after the Issue Date (including the Fair Market Value of all such Investments 
not made in cash or Cash Equivalents, valued at the time of each such 
Investment) over (ii) the aggregate amount returned in cash or Cash 
Equivalents on or with respect to Investments in such Person (whenever such 
Investment was made) whether through the sale or other disposition of the 
Investment in such Person (or portion thereof) or through interest payments, 
principal payments, dividends or other distributions or payments; provided, 
however, that such payments or distributions shall not be (and have not been) 
included in clause (3) (d) of the first paragraph described under 
"--Covenants -- Limitation on Restricted Payments." 

   "Offer to Purchase" means a written offer (the "Offer") sent by the 
Company by first class mail, postage prepaid, to each holder at his address 
appearing in the register for the Notes on the date of the Offer offering 

                               56           

to purchase up to the principal amount of Notes specified in such Offer at 
the purchase price specified in such Offer (as determined pursuant to the 
Indenture). Unless otherwise required by applicable law, the Offer shall 
specify an expiration date (the "Expiration Date") of the Offer to Purchase 
which shall be not less than 30 days nor more than 60 days after the date of 
such Offer and a settlement date (the "Purchase Date") for purchase of Notes 
within five Business Days after the Expiration Date. The Company shall notify 
the Trustee in writing at least 15 Business Days (or such shorter period as 
is acceptable to the Trustee) prior to the mailing of the Offer of the 
Company's obligation to make an Offer to Purchase, and the Offer shall be 
mailed by the Company or, at the Company's written request, by the Trustee in 
the name and at the expense of the Company. The Offer shall contain all the 
information required by applicable law to be included therein. The Offer 
shall contain all instructions and materials necessary to enable such holders 
to tender Notes pursuant to the Offer to Purchase. The Offer shall also 
state: 

     (i) the Section of the Indenture pursuant to which the Offer to Purchase 
    is being made; 

     (ii) the Expiration Date and the Purchase Date; 

     (iii) the aggregate principal amount of the outstanding Notes offered to 
    be purchased by the Company pursuant to the Offer to Purchase (including, 
    if less than 100%, the manner by which such amount has been determined 
    pursuant to the Section of the Indenture requiring the Offer to Purchase) 
    (the "Purchase Amount"); 

     (iv) the purchase price to be paid by the Company for each $1,000 
    aggregate principal amount of Notes accepted for payment (as specified 
    pursuant to the Indenture) (the "Purchase Price"); 

     (v) that the holder may tender all or any portion of the Notes registered 
    in the name of such holder and that any portion of a Note tendered must be 
    tendered in an integral multiple of $1,000 principal amount; 

     (vi) the place or places where Notes are to be surrendered for tender 
    pursuant to the Offer to Purchase; 

     (vii) that interest on any Note not tendered or tendered but not 
    purchased by the Company pursuant to the Offer to Purchase will continue 
    to accrue; 

     (viii) that on the Purchase Date the Purchase Price will become due and 
    payable upon each Note being accepted for payment pursuant to the Offer to 
    Purchase and that interest thereon shall cease to accrue on and after the 
    Purchase Date; 

     (ix) that each holder electing to tender all or any portion of a Note 
    pursuant to the Offer to Purchase will be required to surrender such Note 
    at the place or places specified in the Offer prior to the close of 
    business on the Expiration Date (such Note being duly endorsed by, or 
    accompanied by a written instrument of transfer in form satisfactory to 
    the Company and the Trustee duly executed by, the holder thereof or his 
    attorney duly authorized in writing); 

     (x) that holders will be entitled to withdraw all or any portion of Notes 
    tendered if the Company (or its Paying Agent) receives, not later than the 
    close of business on the fifth Business Day next preceding the Expiration 
    Date, a facsimile transmission or letter setting forth the name of the 
    holder, the principal amount of the Notes the holder tendered, the 
    certificate number of the Notes the holder tendered and a statement that 
    such holder is withdrawing all or a portion of his tender; 

     (xi) that (a) if Notes in an aggregate principal amount less than or 
    equal to the Purchase Amount are duly tendered and not withdrawn pursuant 
    to the Offer to Purchase, the Company shall purchase all such Notes and 
    (b) if Notes in an aggregate principal amount in excess of the Purchase 
    Amount are tendered and not withdrawn pursuant to the Offer to Purchase, 
    the Company shall purchase Notes having an aggregate principal amount 
    equal to the Purchase Amount on a pro rata basis (with such adjustments as 
    may be deemed appropriate so that only Notes in denominations of $1,000 or 
    integral multiples thereof shall be purchased); and 

     (xii) that in the case of any Holder whose Note is purchased only in 
    part, the Company shall execute and the Trustee shall authenticate and 
    deliver to the holder of such Note without service charge, 

                               57           

    a new Note or Notes, of any authorized denomination as requested by such 
    holder in writing, in an aggregate principal amount equal to and in 
    exchange for the unpurchased portion of the Note so tendered. 

   An Offer to Purchase shall be governed by and effected in accordance with 
the provisions above pertaining to any Offer. An Offer to Purchase may be 
conditioned on the consummation of the applicable Change of Control events. 
See "--Change of Control." 

   "Permitted Holder" means any of Trace International Holdings, Inc., 
Harvard Private Capital Group, Inc., Aeneas Venture Corporation and Apollo 
Advisors, L.P. and their Affiliates. 

   "Permitted Investments" means (i) Investments in Cash Equivalents; (ii) 
Investments representing Capital Stock or obligations issued to the Company 
or any Restricted Subsidiary in the course of the good faith settlement of 
claims against any other Person or by reason of a composition or readjustment 
of debt or a reorganization of any debtor of the Company or any Restricted 
Subsidiary; (iii) deposits, including interest-bearing deposits, maintained 
in the ordinary course of business in banks or with floor plan lenders; (iv) 
trade receivables and prepaid expenses, in each case arising in the ordinary 
course of business; provided, however, that such receivables and prepaid 
expenses would be recorded as assets of such Person in accordance with GAAP; 
(v) endorsements for collection or deposit in the ordinary course of business 
by such Person of bank drafts and similar negotiable instruments of such 
other Person received as payment for ordinary course of business trade 
receivables; (vi) any Interest Rate Obligations or Currency Agreements with 
an unaffiliated Person permitted by clause (iv) or (v) under "--Covenants -- 
Limitation on Incurrence of Indebtedness"; (vii) Investments received as 
consideration for an Asset Disposition in compliance with the provisions of 
the Indenture described under "--Covenants -- Limitation on Certain Asset 
Dispositions" above; (viii) Investments in the Company or any Restricted 
Subsidiary or any Person that after giving effect to such Investment will be 
a Restricted Subsidiary; and (ix) prepaid expenses and loans or advances to 
employees of the Company or any Restricted Subsidiary in the ordinary course 
of business. 

   "Permitted Refinancing" means, with respect to any Indebtedness, 
Indebtedness to the extent representing a Refinancing of such Indebtedness; 
provided, however, that (a) such Indebtedness does not exceed the amount of 
Indebtedness so Refinanced plus the amount of any premium required to be paid 
in connection with such Refinancing pursuant to the terms of the Indebtedness 
Refinanced or the amount of any premium reasonably determined by the issuer 
of such Indebtedness as necessary to accomplish such Refinancing by means of 
a tender offer, exchange offer or privately negotiated repurchase, plus the 
expenses of such issuer reasonably incurred in connection therewith, (b) in 
the case of any Refinancing of Indebtedness that is pari passu with the 
Notes, such Refinancing Indebtedness is made pari passu with or subordinate 
in right of payment to the Notes, and, in the case of any Refinancing of 
Indebtedness that is subordinate in right of payment to the Notes, such 
Refinancing Indebtedness is subordinate in right of payment to the Notes on 
terms no less favorable to the Holders than those contained in the 
Indebtedness being Refinanced, (c) the Refinancing Indebtedness by its terms, 
or by the terms of any agreement or instrument pursuant to which such 
Indebtedness is issued, does not have an Average Life that is less than the 
remaining Average Life of the Indebtedness being Refinanced and does not 
permit redemption or other retirement (including pursuant to any required 
offer to purchase to be made by the Company or a Restricted Subsidiary) of 
such Indebtedness at the option of the holder thereof prior to the final 
stated maturity of the Indebtedness being Refinanced, other than a redemption 
or other retirement at the option of the holder of such Indebtedness 
(including pursuant to a required offer to purchase made by the Company or a 
Restricted Subsidiary) which is conditioned upon a change of control of the 
Company pursuant to provisions substantially similar to those contained in 
the Indenture described under "--Change of Control" or which is otherwise on 
terms substantially similar to those in such Indebtedness being Refinanced 
and (d) such Refinancing Indebtedness is Incurred by the obligor on the 
Indebtedness being Refinanced or by the Company or any Restricted Guarantor. 

   "Person" means any individual, corporation, limited or general 
partnership, limited liability company, limited liability partnership, joint 
venture, association, joint stock company, trust, unincorporated organization 
or government or any agency or political subdivision thereof. 

                               58           

   "Preferred Stock" means Capital Stock of any Person of any class or 
classes (however designated) that ranks prior, as to the payment of dividends 
or as to the distribution of assets upon any voluntary or involuntary 
liquidation, dissolution or winding up of such Person, to Capital Stock of 
any other class of such Person. 

   "principal" of any Note, means principal of, and premium, if any, with 
respect to, such Note. 

   "Public Equity Offering" means an underwritten public offering of Common 
Stock of the Company pursuant to an effective registration statement filed 
under the Securities Act (excluding any registration statements filed on Form 
S-8 or any successor form). 

   "Purchase Date" has the meaning set forth in the definition of "Offer to 
Purchase." 

   "Purchase Money Debt" means Indebtedness of the Company or any Restricted 
Subsidiary Incurred for the purpose of financing all or any part of the 
purchase price, or the cost of construction or improvement, of any property; 
provided, however, that the aggregate amount of such Indebtedness shall not 
exceed the lesser of (x) the Fair Market Value of such property or (y) such 
purchase price or cost. 

   "Qualified Stock" means any Capital Stock of the Company other than 
Disqualified Stock. 

   "Refinance" means refinance, renew, extend, replace, defease or refund; 
and "Refinancing" and "Refinanced" have correlative meanings. 

   "Replacement Assets" means (x) properties and assets (other than cash or 
any Capital Stock or other security) that will be used in a business of the 
Company and the Restricted Subsidiaries conducted on the Issue Date or in a 
business reasonably related thereto or (y) Capital Stock of any Person that 
will become on the date of Acquisition thereof a Restricted Subsidiary as a 
result of such Acquisition. 

   "Restricted Guarantor" means, at any time of determination, a Restricted 
Subsidiary that is a Guarantor at such time. 

   "Restricted Subsidiary" means any Subsidiary of the Company other than an 
Unrestricted Subsidiary. 

   "Senior Credit Facility" means the Credit Agreement, dated as of March 20, 
1997, among the Company, as borrower, the guarantors party thereto, The Bank 
of Nova Scotia, as administrative agent, Morgan Guaranty Trust Company of New 
York, as documentation agent, and the lenders named therein, including any 
deferrals or Refinancings thereof, or amendments, modifications or 
supplements thereto (including, without limitation, any amendment increasing 
the amount borrowed thereunder), and any agreement providing therefor whether 
by or with the same or any other lender, creditors or group of creditors and 
including related notes, guarantee agreements and other instruments and 
agreements executed in connection therewith. 

   "Senior Debt" means, with respect to any Person at any date, (i) in the 
case of the Company or any Guarantor, all Indebtedness under the Senior 
Credit Facility, including principal, premium, if any, and interest on such 
Indebtedness and all other amounts due on or in connection with such 
Indebtedness, including all charges, fees and expenses, (ii) all other 
Indebtedness of such Person for borrowed money, including principal, premium, 
if any, and interest on such Indebtedness, unless the agreement or instrument 
under which such Indebtedness for money borrowed is created, incurred, 
assumed or guaranteed expressly provides that such Indebtedness for money 
borrowed is not senior or superior in right of payment to the Notes, and all 
Refinancings or amendments thereof and (iii) all interest on any Indebtedness 
referred to in clauses (i) and (ii) accruing during the pendency of any 
bankruptcy or insolvency proceeding, whether or not allowed or allowable as a 
claim in such proceeding thereunder. Notwithstanding the foregoing, Senior 
Debt of any Person shall not include (a) Indebtedness which is pursuant to 
its terms or any agreement or instrument relating thereto subordinated or 
junior in right of payment or otherwise to any other Indebtedness of such 
Person (including, without limitation, Indebtedness represented by 
Disqualified Stock); provided, however, that no Indebtedness shall be deemed 
to be subordinate or junior in right of payment or otherwise to any other 
Indebtedness of a Person solely by reason of such other Indebtedness being 
secured and such Indebtedness not being secured, (b) the Notes or the 
Guarantees, (c) any Indebtedness of such Person to any of its Subsidiaries, 
(d) Indebtedness Incurred in violation of the 

                               59           

provisions of the Indenture described under "--Covenants -- Limitation on 
Incurrence of Indebtedness," (e) obligations for goods, materials or services 
purchased or rendered in the ordinary course of business or obligations 
consisting of trade payables, (f) any liability for federal, state, local or 
other taxes owed or owing by such Person and (g) any Indebtedness which, when 
incurred and without respect to any election under Section 1111(b) of the 
Bankruptcy Code, is without recourse to such Person. 

   "Subordinated Indebtedness" of the Company or any Guarantor means any 
Indebtedness (whether outstanding on the date hereof or hereafter Incurred) 
which is by its terms expressly subordinate or junior in right of payment to 
the Notes or the Guarantee of such Guarantor, as the case may be. 

   "Subsidiary" of any Person means (i) a corporation more than 50% of the 
outstanding Voting Stock of which is owned, directly or indirectly, by such 
Person or by one or more other Subsidiaries of such Person or by such Person 
and one or more other Subsidiaries thereof or (ii) any other Person (other 
than a corporation) in which such Person, or one or more other Subsidiaries 
of such Person or such Person and one or more other Subsidiaries thereof, 
directly or indirectly, has at least a majority ownership and voting power 
relating to the policies, management and affairs thereof. 

   "Unrestricted Subsidiary" means (i) any Subsidiary of the Company that at 
the time of determination has been designated an Unrestricted Subsidiary by 
the Board of Directors in the manner provided below and (ii) any Subsidiary 
of an Unrestricted Subsidiary. Any such designation by the Board of Directors 
will be evidenced to the Trustee by promptly filing with the Trustee a copy 
of the board resolution giving effect to such designation and an officers' 
certificate certifying that such designation complied with the foregoing 
provisions. The Indenture will provide that the Company shall not, and shall 
not permit any Restricted Subsidiary to, directly or indirectly, at any time, 
(a) be liable for any Indebtedness of any Unrestricted Subsidiary (other than 
in the form of an Investment therein in accordance with "--Covenants -- 
Limitation on Restricted Payments") or (b) be liable for any Indebtedness 
that provides that the holder thereof may (upon notice, lapse of time or 
both) declare a default thereon or cause the payment thereof to be 
accelerated or payable prior to its stated final maturity upon the occurrence 
of a default with respect to any Indebtedness of any Unrestricted Subsidiary. 
The Board of Directors may redesignate any Unrestricted Subsidiary to be a 
Restricted Subsidiary; provided, however, that (i) no Default shall have 
occurred and be continuing and (ii) Indebtedness of such Unrestricted 
Subsidiary and all Liens on any asset of such Unrestricted Subsidiary 
outstanding immediately following such redesignation would, if Incurred at 
such time, be permitted to be Incurred under the Indenture. As of the Issue 
Date, Atlantic Finance was designated an Unrestricted Subsidiary. 

   "Voting Stock" of any Person means the Capital Stock of such Person which 
ordinarily has voting power for the election of directors (or persons 
performing similar functions) of such Person, whether at all times or only so 
long as no senior class of securities has such voting power by reason of any 
contingency. 

   "Wholly Owned Subsidiary" means a Restricted Subsidiary, all of the 
outstanding Capital Stock or other ownership interests of which (other than 
directors' qualifying shares) shall at the time be owned by the Company 
and/or by one or more Wholly Owned Subsidiaries. 

BOOK-ENTRY; DELIVERY AND FORM 

   The certificates representing the New Notes will be issued in fully 
registered form without interest coupons (each, a "Global Note"). Upon 
issuance, each Global Note will be deposited with, or on behalf of, The 
Depository Trust Company (the "Depositary") and registered in the name of 
Cede & Co., as nominee of the Depositary, and the Depositary or its custodian 
will credit, on its internal system, the respective principal amount of the 
individual beneficial interests represented by each Global Note to the 
accounts of persons who have accounts with the Depositary. Ownership of 
beneficial interests in a Global Note will be limited to persons who have 
accounts with the Depositary ("participants") or persons who hold interests 
through participants. Ownership of beneficial interests in a Global Note will 
be shown on, and the transfer of that ownership will be effected only 
through, records maintained by the Depositary or its nominee (with respect to 
interests of participants) and the records of participants (with respect to 
interests of persons other than participants). 

                               60           

   So long as the Depositary, or its nominee, is the registered holder of a 
Global Note, the Depositary or such nominee, as the case may be, will be 
considered the sole owner or holder of the Notes represented by such Global 
Note for all purposes under the Indenture and the Notes. No beneficial owner 
of an interest in a Global Note will be able to transfer that interest except 
in accordance with the Depositary's applicable procedures. 

   Payments of the principal of, and interest on, the Global Notes will be 
made to the Depositary or its nominee, as the case may be, as the registered 
owner thereof. None of the Company, the Trustee or any Paying Agent will have 
any responsibility or liability for any aspect of the records relating to or 
payments made on account of beneficial ownership interests in the Global 
Notes or for maintaining, supervising or reviewing any records relating to 
such beneficial ownership interests. 

   The Company expects that the Depositary or its nominee, upon receipt of 
any payment of principal or interest in respect of a Global Note, will credit 
participants' accounts with payments in amounts proportionate to their 
respective beneficial interests in the principal amount of such Global Note 
as shown on the records of the Depositary or its nominee. The Company also 
expects that payments by participants to owners of beneficial interests in 
such Global Note held through such participants will be governed by standing 
instructions and customary practices, as is now the case with securities held 
for the accounts of customers registered in the name of nominees for such 
customers. Such payments will be the responsibility of such participants. 
Transfers between participants in the Depositary will be effected in the 
ordinary way in accordance with the Depositary's rules and will be settled in 
same-day funds. 

   The Depositary has advised the Company that it will take any action 
permitted to be taken by a holder of Notes (including the presentation of 
Notes for exchange as described below) only at the direction of one or more 
participants to whose accounts an interest in the Global Notes is credited 
and only in respect of such portion of the aggregate principal amount of 
Notes as to which such participant or participants has or have given such 
direction. 

   The Depositary has advised the Company as follows: the Depositary is a 
limited purpose trust company organized under the laws of the State of New 
York, a "banking organization" within the meaning of New York Banking Law, a 
member of the Federal Reserve System, a "clearing corporation" within the 
meaning of the Uniform Commercial Code and a "Clearing Agency" registered 
pursuant to the provisions of Section 17A of the Exchange Act. The Depositary 
was created to hold securities for its participants and facilitate the 
clearance and settlement of securities transactions between participants 
through electronic book-entry changes in accounts of its participants, 
thereby eliminating the need for physical movement of certificates. 
Participants include securities brokers and dealers, banks, trust companies 
and clearing corporations and certain other organizations. Indirect access to 
the Depositary system is available to others such as banks, brokers, dealers 
and trust companies that clear through or maintain a custodial relationship 
with a participant, either directly or indirectly ("indirect participants"). 

   Although the Depositary has agreed to the foregoing procedures in order to 
facilitate transfers of interests in the Global Notes among participants of 
the Depositary, it is under no obligation to perform or continue to perform 
such procedures, and such procedures may be discontinued at any time. Neither 
the Company nor the Trustee will have any responsibility for the performance 
by the Depositary or its participants or indirect participants of their 
respective obligations under the rules and procedures governing their 
operations. 

CERTIFICATED NOTES 

   If (i) the Depositary is at any time unwilling or unable to continue as a 
depositary for the Global Notes and a successor depositary is not appointed 
by the Company within 120 days or (ii) the Company in its sole discretion 
determines that the Global Notes (in whole but not in part) should be 
exchanged for certificated notes, the Company will issue certificated notes 
in exchange for the Global Notes. In addition, any person having a beneficial 
interest in a Global Note may, upon request to the Trustee following an Event 
of Default under the Indenture, exchange such beneficial interest for 
certificated notes. 

                               61           

                CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS 

   The following is a discussion of certain material U.S. federal income tax 
consequences of the acquisition, ownership and disposition of the Notes. 
Unless otherwise stated, this discussion addresses the U.S. federal income 
tax consequences to persons that hold New Notes as capital assets and that 
are (i) citizens or residents of the United States, (ii) corporations 
organized in or under the laws of the United States or any political 
subdivision thereof or therein, (iii) estates the income of which is subject 
to U.S. federal income tax regardless of its source or (iv) a trust (A) for 
taxable years beginning after December 31, 1996 (or ending after August 20, 
1996, if the trustee has made an applicable election), if a court within the 
United States is able to exercise primary supervision over the trust's 
administration and one or more U.S. fiduciaries have the authority to control 
all its substantial decisions or (B) for taxable years not described in 
clause (A), if the income of the trust is subject to U.S. federal income 
taxation regardless of its source ("U.S. Holders"). This discussion does not 
purport to address specific tax consequences that may be relevant to 
particular persons (including, for example, financial institutions, 
broker-dealers, insurance companies, tax-exempt organizations and persons in 
special situations, such as those who hold Notes as part of a straddle, 
hedge, conversion transaction or other integrated investment or investors in 
pass-through entities). This discussion does not address the tax consequences 
to persons that have a "functional currency" other than the U.S. dollar. In 
addition, this discussion does not address U.S. federal alternative minimum 
tax consequences or federal estate and gift tax consequences or any aspect of 
state, local or foreign taxation. This discussion is based upon the Internal 
Revenue Code of 1986, as amended (the "Code"), the Treasury Department 
regulations promulgated thereunder and administrative and judicial 
interpretations thereof, all of which are subject to change, possibly on a 
retroactive basis. 

   PROSPECTIVE PURCHASERS OF THE NOTES ARE URGED TO CONSULT THEIR TAX 
ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF 
ACQUIRING, OWNING AND DISPOSING OF THE NOTES, AS WELL AS THE APPLICATION OF 
STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX LAWS. 

THE EXCHANGE OFFER 

   The exchange of Old Notes for New Notes pursuant to the Exchange Offer 
should be treated as a continuation of the corresponding Old Notes because 
the terms of the New Notes are not materially different from the terms of the 
Old Notes. Accordingly, such exchange should not constitute a taxable event 
to U.S. Holders and, therefore, (i) no gain or loss should be realized by a 
U.S. Holder upon receipt of a New Note, (ii) the holding period of the New 
Note should include the holding period of the Old Note exchanged therefor and 
(iii) the adjusted tax basis of the New Note should be the same as the 
adjusted tax basis of the Old Note exchanged therefor immediately prior to 
the exchange. 

DEBT CHARACTERIZATION 

   The Company will treat the Notes as indebtedness for federal income tax 
purposes, and the following discussion assumes that such treatment is 
correct. If the Notes were not respected as debt, they likely would be 
treated as equity ownership interests in the Company. In such event, the 
Company would not be entitled to claim a deduction for interest payable on 
the Notes. As a result, the Company's after-tax cash flow and, consequently, 
its ability to make payments with respect to the Notes could be reduced. 

INTEREST INCOME 

   A U.S. Holder will recognize ordinary income when it receives or accrues 
interest on Notes in accordance with such U.S. Holder's method of tax 
accounting. 

The Old Notes were not issued with "original issue discount" ("OID") within 
the meaning of Section 1273 of the Code. A U.S. Holder that purchased an Old 
Note at a discount that exceeds a statutorily defined de minimis amount will 
be subject to the "market discount" rules of the Code, and a U.S. Holder that 
purchased an Old Note at a premium will be subject to the bond premium 
amortization rules of the Code. 

DISPOSITION OF NOTES 

   If a U.S. Holder sells or otherwise disposes of a Note in a taxable 
transaction (including redemption or retirement of the Note), the U.S. Holder 
will recognize gain or loss equal to the difference between the amount 
realized on the sale (excluding any such amount attributable to accrued but 
previously unrecognized 

                               62           

interest, which will be taxable as ordinary interest income) and the U.S. 
Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis 
in a Note will be equal to the amount the U.S. Holder paid to purchase the 
Note, (i) increased by any unpaid interest that has accrued on the Note and 
any accrued market discount that, in each case, has previously been included 
by such U.S. Holder in taxable income and (ii) decreased by any bond premium 
previously amortized and any principal payments previously received by such 
U.S. Holder with respect to the Note. Subject to the market discount rules, 
any such gain or loss will be capital gain or loss, long-term or short-term 
depending upon whether the Holder has held the Note for more than one year. 
Under recently enacted legislation, the maximum regular individual U.S. 
federal income tax rate on capital gains is 20% for property held for more 
than 18 months and 28% for property held for more than one year but not more 
than 18 months. Capital gains on the sale of property held for one year or 
less are subject to U.S. federal income tax at ordinary income rates. Subject 
to certain limited exceptions, capital losses cannot be used to offset 
ordinary income. 

FOREIGN HOLDERS 

   For purposes of this discussion, a "Foreign Holder" is any holder of a 
Note other than a U.S. Holder. A Foreign Holder generally will not be subject 
to U.S. federal withholding tax on interest paid on the Notes so long as the 
Foreign Holder (i) is not actually or constructively a "10 percent 
shareholder" of the Company or a "controlled foreign corporation" with 
respect to which the Company is a "related person" within the meaning of the 
Code and (ii) provides an appropriate statement, signed under penalties of 
perjury, certifying that the beneficial owner of the Note is a Foreign Holder 
and providing that foreign person's name and address. If the information 
provided in this statement changes, the foreign person must so inform the 
payor within 30 days of such change. The statement generally must be provided 
in the year a payment occurs or in either of the two preceding years. If the 
foregoing conditions are not satisfied, then interest paid on the Notes will 
be subject to U.S. withholding tax at a rate of 30%, unless such rate is 
reduced or eliminated pursuant to an applicable tax treaty. 

Any capital gain a Foreign Holder realizes on the sale, redemption, 
retirement or other taxable disposition of a Note will be exempt from U.S. 
federal income and withholding tax, provided that (i) the gain is not 
effectively connected with the Foreign Holder's conduct of a trade or 
business in the United States, (ii) in the case of a Foreign Holder that is 
an individual, the Foreign Holder is not present in the United States for 183 
days or more in the taxable year of the disposition and (iii) the Foreign 
Holder is not subject to tax pursuant to the provisions of U.S. tax law 
applicable to certain U.S. expatriates. 

If the interest, gain or other income a Foreign Holder recognizes on a Note 
is effectively connected with the Foreign Holder's conduct of a trade or 
business in the United States, the Foreign Holder (although exempt from the 
withholding tax previously discussed if an appropriate statement is 
furnished) generally will be subject to U.S. federal income tax on the 
interest, gain or other income at regular federal income tax rates. In 
addition, if the Foreign Holder is a foreign corporation, it may be subject 
to a branch profits tax equal to 30% of its "effectively connected earnings 
and profits," as adjusted for certain items, unless it qualifies for a lower 
rate under an applicable tax treaty. 

INFORMATION REPORTING AND BACKUP WITHHOLDING 

   The Company will be required to report annually to the IRS, and to each 
U.S. Holder of record, the amount of interest paid on the Notes (and the 
amount, if any, withheld) for each calendar year, except as to exempt holders 
(generally, corporations and tax-exempt entities). Each U.S. Holder subject 
to the reporting requirements will be required to provide under penalties of 
perjury, a certificate containing the U.S. Holder's name, address, correct 
federal taxpayer identification number and a statement that the U.S. Holder 
is not subject to backup withholding. Should a nonexempt U.S. Holder fail to 
provide the required certificate, the Company or its paying agent will be 
required to withhold 31% of the interest and other payments on the Notes 
otherwise payable to the U.S. Holder and to remit the withheld amount to the 
IRS as a payment against the U.S. Holder's federal income tax liability. 

A Foreign Holder will generally be exempt from backup withholding and 
information reporting requirements, but may be required to comply with 
certification and identification procedures in order to obtain an exemption 
from backup withholding and information reporting. Any amount paid as backup 
withholding will be creditable against the Foreign Holder's U.S. Federal 
income tax liability. 

                               63           

                             PLAN OF DISTRIBUTION 

   Each Holder desiring to participate in the Exchange Offer will be required 
to represent, among other things, that (i) it is not an "affiliate" (as 
defined in Rule 405 of the Securities Act) of the Company, (ii) it is not 
engaged in, and does not intend to engage in, and has no arrangement or 
understanding with any person to participate in, a distribution of the New 
Notes and (iii) it is acquiring the New Notes in the ordinary course of its 
business (a Holder unable to make the foregoing representations is referred 
to as a "Restricted Holder"). A Restricted Holder will not be able to 
participate in the Exchange Offer and may only sell its Old Notes pursuant to 
a registration statement containing the selling securityholder information 
required by Item 507 of Regulation S-K under the Securities Act, or pursuant 
to an exemption from the registration requirement of the Securities Act. 

   Each broker-dealer (other than a Restricted Holder) that receives New 
Notes for its own account pursuant to the Exchange Offer (a "Participating 
Broker-Dealer") is required to acknowledge in the Letter of Transmittal that 
it acquired the Old Notes as a result of market-making activities or other 
trading activities and that it will deliver a prospectus in connection with 
the resale of such New Notes. Based upon interpretations by the staff of the 
Commission, the Company believes that New Notes issued pursuant to the 
Exchange Offer to Participating Broker-Dealers may be offered for resale, 
resold, and otherwise transferred by a Participating Broker-Dealer upon 
compliance with the prospectus delivery requirements, but without compliance 
with the registration requirements, of the Securities Act. The Company has 
agreed that for a period of 120 days following consummation of the Exchange 
Offer it will make this Prospectus available, for use in connection with any 
such resale, to any Participating Broker-Dealer that notifies the Company in 
the Letter of Transmittal that it may be subject to such prospectus delivery 
requirements. Such Participating Broker-Dealer must also undertake in the 
Letter of Transmittal to use its reasonable best efforts to notify the 
Company when, prior to the expiration of such 120-day period, it is no longer 
subject to such requirements. If the Company is not so notified by any 
Participating Broker-Dealers that they may be subject to such requirements or 
if it is later notified by all such Participating Broker-Dealers that they 
are no longer subject to such requirements, the Company will not be required 
to maintain the effectiveness of the Exchange Offer Registration Statement or 
to amend or supplement this Prospectus following the consummation of the 
Exchange Offer or following such date of notification, as the case may be. 
The Company believes that during such period of time, delivery of this 
Prospectus, as it may be amended or supplemented, will satisfy the prospectus 
delivery requirements of a Participating Broker-Dealer engaged in 
market-making or other trading activities. 

   Based upon interpretations by the staff of the Commission, the Company 
believes that New Notes issued pursuant to the Exchange Offer may be offered 
for resale, resold, and otherwise transferred by a Holder thereof (other than 
a Restricted Holder or a Participating Broker-Dealer) without compliance with 
the registration and prospectus delivery requirements of the Securities Act. 

The Company will not receive any proceeds from any sale of New Notes by 
broker-dealers. New Notes received by Participating Broker-Dealers for their 
own account pursuant to the Exchange Offer may be sold from time to time in 
one or more transactions in the over-the-counter market, in negotiated 
transactions, through the writing of options on the New Notes or a 
combination of such methods of resale, at market prices prevailing at the 
time of resale, at prices related to such prevailing market prices or at 
negotiated prices. Any such resale may be made directly to purchasers or to 
or through brokers or dealers who may receive compensation in the form of 
commissions or concessions from any such Participating Broker-Dealer and/or 
the purchasers of any such New Notes. Any Participating Broker-Dealer that 
resells New Notes may be deemed to be an "underwriter" within the meaning of 
the Securities Act. The Letter of Transmittal states that by acknowledging 
that it will deliver and by delivering a prospectus, a Participating 
Broker-Dealer will not be deemed to admit that it is an "underwriter" within 
the meaning of the Securities Act. 

The Company has agreed to pay all expenses incidental to the Exchange Offer 
other than commissions and concessions of any brokers or dealers and will 
indemnify holders of the Notes (including any broker-dealers) against certain 
liabilities, including liabilities under the Securities Act, as set forth in 
the Registration Rights Agreement. 

                               64           

                                LEGAL MATTERS 

   Certain legal matters in connection with the New Notes offered hereby will 
be passed upon for the Company and Guarantors by Willkie Farr & Gallagher, 
New York, New York. 

   
                                   EXPERTS 

   The consolidated balance sheets as of December 31, 1996 and 1995, and the 
consolidated statements of operations, stockholders' equity, and cash flows 
for each of the three years in the period ended December 31, 1996 of the 
Company, and the financial statements of Shannon Automotive Ltd., the 
Staluppi Automotive Group, Gary Hanna Nissan, Inc. and the Gene Reed 
Automotive Group, each of which is as of and for the year ended December 31, 
1996, incorporated by reference in this Registration Statement, have been 
incorporated herein in reliance on the reports of Coopers & Lybrand L.L.P., 
independent accountants, given on the authority of that firm as experts in 
accounting and auditing. 
    

                            AVAILABLE INFORMATION 

   The Company and the Guarantors have filed with the Commission a 
Registration Statement on Form S-4 (the "Registration Statement," which term 
shall include all amendments, exhibits, annexes and schedules thereto) 
pursuant to the Securities Act, and the rules and regulations promulgated 
thereunder, covering the New Notes being offered hereby. This Prospectus does 
not contain all the information set forth in the Registration Statement, 
certain parts of which are omitted in accordance with the rules and 
regulations of the Commission. Statements made in this Prospectus as to the 
contents of any contract, agreement or other document referred to in the 
Registration Statement are not necessarily complete. With respect to each 
such contract, agreement or other document filed as an exhibit to the 
Registration Statement, reference is made to the exhibit for a more complete 
description of the matter involved, and each such statement shall be deemed 
qualified in its entirety by such reference. 

The Company is subject to the informational reporting requirements of the 
Exchange Act and, in accordance therewith, files reports, proxy statements 
and other information with the Commission. Such reports, proxy statements and 
other information can be inspected and copied at the public reference 
facilities of the Commission at Room 1024, 450 Fifth Street, N.W., 
Washington, D.C. 20549 and at the regional offices of the Commission located 
at 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048 and 
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, 
Illinois 60661. Copies of such material can also be obtained at prescribed 
rates by writing to the Public Reference Section of the Commission at 450 
Fifth Street, N.W., Washington, D.C. 20549 or its public reference facilities 
in New York, New York and Chicago, Illinois. Such material may also be 
accessed electronically by means of the Commission's Web site 
(http://www.sec.gov.). The Common Stock is listed on the New York Stock 
Exchange, Inc. at which such material may be inspected. 

   
The Company hereby undertakes to provide without charge to each person to 
whom a copy of this Prospectus is delivered, upon the written or oral request 
of such person, a copy of any and all documents incorporated by reference 
herein. See "Incorporation of Certain Documents by Reference." Such requests 
should be addressed to United Auto Group, Inc., 375 Park Avenue, New York, 
New York 10152, Attention: Secretary. The Company's Secretary may also be 
reached at (212) 230-0400. 
    

In the event that the Company ceases to be subject to the informational 
reporting requirements of the Exchange Act, the Company has agreed that, 
whether or not it is required to do so by the rules and regulations of the 
Commission, for so long as any of the Notes remain outstanding, it will 
furnish to the holders of the Notes and file with the Commission (unless such 
filings are not permitted under the Exchange Act) the quarterly and annual 
reports and other documents that would be required to be filed if the Company 
were subject to such reporting requirements. In addition, for so long as any 
of the Notes remain outstanding, the Company has agreed to make available to 
any beneficial owner of the Old Notes in connection with any sale thereof, 
the information required by Rule 144A(d)(4) under the Securities Act. 

                               65           


                               GRAPHIC OMITTED 
                                IGT: "autologo" 


                           UNITED AUTO GROUP, INC. 


                                   PART II 

                    INFORMATION NOT REQUIRED IN PROSPECTUS 

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS 

   Section 145 of the DGCL empowers a Delaware corporation to indemnify any 
person who was or is a party or is threatened to be made a party to any 
threatened, pending or completed action, suit or proceeding, whether civil, 
criminal, administrative or investigative (other than an action by or in the 
right of such corporation) by reason of the fact that such person is or was a 
director, officer, employee or agent of such corporation, or is or was 
serving at the request of such corporation as a director, officer, employee 
or agent of another corporation or enterprise. A corporation may indemnify 
such person against expenses (including attorneys' fees), judgments, fines 
and amounts paid in settlement actually and reasonably incurred by such 
person in connection with such action, suit or proceeding if he acted in good 
faith and in a manner reasonably believed to be in or not opposed to the best 
interests of the corporation, and, with respect to any criminal action or 
proceeding, has no reasonable cause to believe his conduct was unlawful. A 
corporation may, in advance of the final disposition of any civil, criminal, 
administrative or investigative action, suit or proceeding, pay the expense 
(including attorneys' fees) incurred by any officer or director in defending 
such action, provided that the director or officer undertake to repay such 
amount if it shall ultimately be determined that he is not entitled to be 
indemnified by the corporation. 

   A Delaware corporation may indemnify officers and directors in an action 
by or in the right of the corporation to procure a judgment in its favor 
under the same conditions, except that no indemnification is permitted 
without judicial approval if the officer or director is adjudged to be liable 
to the corporation. Where an officer or director is successful on the merits 
or otherwise in the defense of any action referred to above, the corporation 
must indemnify him against the expenses (including attorneys' fees) which he 
actually or reasonably incurred in connection therewith. The indemnification 
provided is not deemed to be exclusive of any other rights to which an 
officer or director may be entitled under any corporation's bylaw, agreement, 
vote or otherwise. 

   The Company has adopted provisions in its Certificate of Incorporation and 
Bylaws that provide that the Company shall indemnify its officers and 
directors to the maximum extent permitted under the DGCL. Certain directors 
are also entitled to indemnification from the organizations that employ them. 

   The Company has purchased insurance on behalf of its officers and 
directors for liabilities arising out of their capacities as such. 

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 

   (a) Exhibits: 

   


         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
                                                                                                               
       ***3.1        Third Restated Certificate of Incorporation of the Company. 
         *3.2        Restated Bylaws of the Company. 
          3.3        Certificate of Incorporation of UAG Northeast, Inc. 
          3.4        Bylaws of UAG Northeast, Inc. 
          3.5        Certificate of Incorporation of UAG Northeast (NY), Inc. 
          3.6        Bylaws of UAG Northeast (NY), Inc. 
          3.7        Certificate of Incorporation of DiFeo Partnership, Inc. 
          3.8        Bylaws of DiFeo Partnership, Inc. (identical to Exhibit 3.4). 
          3.9        Certificate of Incorporation of DiFeo Partnership VIII, Inc. 
          3.10       Bylaws of DiFeo Partnership VIII, Inc. 
          3.11       Certificate of Incorporation of DiFeo Partnership IX, Inc. 
          3.12       Bylaws of DiFeo Partnership IX, Inc. (identical to Exhibit 3.10). 
          3.13       Certificate of Incorporation of DiFeo Partnership HCT, Inc. 

                               II-1           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
        3.14         Bylaws of DiFeo Partnership HCT, Inc. (identical to Exhibit 3.4). 
        3.15         Certificate of Incorporation of DiFeo Partnership RCM, Inc. 
        3.16         Bylaws of DiFeo Partnership RCM, Inc. (identical to Exhibit 3.4). 
        3.17         Certificate of Incorporation of DiFeo Partnership RCT, Inc. 
        3.18         Bylaws of DiFeo Partnership RCT, Inc. (identical to Exhibit 3.4). 
        3.19         Certificate of Incorporation of DiFeo Partnership SCT, Inc. 
        3.20         Bylaws of DiFeo Partnership SCT, Inc. (identical to Exhibit 3.4). 
        3.21         Certificate of Incorporation of Hudson Toyota, Inc. 
        3.22         Bylaws of Hudson Toyota, Inc. (identical to Exhibit 3.24). 
        3.23         Certificate of Incorporation of Somerset Motors, Inc. 
        3.24         Bylaws of Somerset Motors, Inc. 
        3.25         Partnership Agreement of County Auto Group Partnership. 
        3.26         Partnership Agreement of Danbury Auto Partnership. 
        3.27         Partnership Agreement of Danbury Chrysler Plymouth Partnership. 
        3.28         Partnership Agreement of DiFeo BMW Partnership. 
        3.29         Partnership Agreement of DiFeo Chevrolet Geo Partnership. 
        3.30         Partnership Agreement of DiFeo Chrysler Plymouth Jeep Eagle Partnership. 
        3.31         Partnership Agreement of DiFeo Hyundai Partnership. 
        3.32         Partnership Agreement of DiFeo Leasing Partnership. 
        3.33         Partnership Agreement of DiFeo Nissan Partnership. 
        3.34         Partnership Agreement of Fair Chevrolet Geo Partnership. 
        3.35         Partnership Agreement of Fair Hyundai Partnership. 
        3.36         Partnership Agreement of Hudson Motors Partnership. 
        3.37         Partnership Agreement of J&F Oldsmobile Partnership. 
        3.38         Partnership Agreement of OCM Partnership. 
        3.39         Partnership Agreement of OCT Partnership. 
        3.40         Partnership Agreement of Rockland Motors Partnership. 
        3.41         Partnership Agreement of Somerset Motors Partnership. 
        3.42         Certificate of Incorporation of United Landers, Inc. 
        3.43         Bylaws of United Landers, Inc. (identical to Exhibit 3.4). 
        3.44         Articles of Incorporation of Landers Auto Sales, Inc. 
        3.45         Bylaws of Landers Auto Sales, Inc. 
        3.46         Articles of Incorporation of Landers Buick-Pontiac, Inc. 
        3.47         Bylaws of Landers Buick-Pontiac, Inc. (identical to Exhibit 3.45). 
        3.48         Articles of Incorporation of Landers United Auto Group, Inc. 
        3.49         Bylaws of Landers United Auto Group, Inc. (identical to Exhibit 3.45). 
        3.50         Articles of Incorporation of Landers United Auto Group No. 2, Inc. 
        3.51         Bylaws of Landers United Auto Group No. 2, Inc. (identical to Exhibit 3.45). 
        3.52         Articles of Incorporation of Landers United Auto Group No. 3, Inc. 
        3.53         Bylaws of Landers United Auto Group No. 3, Inc. (identical to Exhibit 3.45). 
        3.54         Articles of Incorporation of Landers United Auto Group No. 4, Inc. 
        3.55         Bylaws of Landers United Auto Group No. 4, Inc. (identical to Exhibit 3.45). 
        3.56         Certificate of Incorporation of UAG Atlanta, Inc. 
        3.57         Bylaws of UAG Atlanta, Inc. 
        3.58         Articles of Incorporation of Atlanta Toyota, Inc. 
        3.59         Bylaws of Atlanta Toyota, Inc. 

                               II-2           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
        3.60         Certificate of Incorporation of UAG Atlanta II, Inc. 
        3.61         Bylaws of UAG Atlanta II, Inc. (identical to Exhibit 3.57). 
        3.62         Articles of Incorporation of United Nissan, Inc., a Georgia corporation. 
        3.63         Bylaws of United Nissan, Inc., a Georgia corporation. 
        3.64         Certificate of Incorporation of UAG Atlanta III, Inc. 
        3.65         Bylaws of UAG Atlanta III, Inc. (identical to Exhibit 3.57). 
        3.66         Articles of Incorporation of Peachtree Nissan, Inc. 
        3.67         Bylaws of Peachtree Nissan, Inc. 
        3.68         Certificate of Incorporation of UAG West, Inc. 
        3.69         Bylaws of UAG West, Inc. (identical to Exhibit 3.58). 
        3.70         Articles of Incorporation of LRP, Ltd. (identical to Exhibit 3.57). 
        3.71         Bylaws of LRP, Ltd. 
        3.72         Articles of Incorporation of SA Automotive, Ltd. 
        3.73         Bylaws of SA Automotive, Ltd. (identical to Exhibit 3.158). 
        3.74         Articles of Incorporation of SL Automotive, Ltd. 
        3.75         Bylaws of SL Automotive, Ltd. (identical to Exhibit 3.158). 
        3.76         Articles of Incorporation of Scottsdale Audi, Ltd. 
        3.77         Bylaws of Scottsdale Audi, Ltd. 
        3.78         Articles of Incorporation of Scottsdale Management Group, Ltd. 
        3.79         Bylaws of Scottsdale Management Group, Ltd. (identical to Exhibit 3.77). 
        3.80         Articles of Incorporation of SK Motors, Ltd. 
        3.81         Bylaws of SK Motors, Ltd. (identical to Exhibit 3.77). 
        3.82         Articles of Incorporation of SPA Automotive, Ltd. 
        3.83         Bylaws of SPA Automotive, Ltd. (identical to Exhibit 3.158). 
        3.84         Articles of Incorporation of Sun BMW, Ltd. 
        3.85         Bylaws of Sun BMW, Ltd. (identical to Exhibit 3.71). 
        3.86         Certificate of Incorporation of UAG Atlanta IV, Inc. 
        3.87         Bylaws of UAG Atlanta IV, Inc. (identical to Exhibit 3.57). 
        3.88         Articles of Incorporation of UAG Atlanta IV Motors, Inc. 
        3.89         Bylaws of UAG Atlanta IV Motors, Inc. 
        3.90         Certificate of Incorporation of UAG Atlanta V, Inc. 
        3.91         Bylaws of UAG Atlanta V, Inc. (identical to Exhibit 3.57). 
        3.92         Articles of Incorporation of Conyers Nissan, Inc. 
        3.93         Bylaws of Conyers Nissan, Inc. (identical to Exhibit 3.89). 
        3.94         Certificate of Incorporation of UAG Tennessee, Inc. 
        3.95         Bylaws of UAG Tennessee, Inc. (identical to Exhibit 3.57). 
        3.96         Charter of United Nissan, Inc., a Tennessee corporation. 
        3.97         Bylaws of United Nissan, Inc., a Tennessee corporation. 
        3.98         Certificate of Incorporation of UAG Texas, Inc. 
        3.99         Bylaws of UAG Texas, Inc. (identical to Exhibit 3.57). 
        3.100        Certificate of Incorporation of UAG Texas II, Inc. 
        3.101        Bylaws of UAG Texas II, Inc. (identical to Exhibit 3.57). 
        3.102        Partnership Agreement of Shannon Automotive, Ltd. 
        3.103        Certificate of Incorporation of UAG Nevada, Inc. 
        3.104        Bylaws of UAG Nevada, Inc. (identical to Exhibit 3.57). 
        3.105        Articles of Incorporation of United Nissan, Inc., a Nevada corporation. 

                               II-3           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
        3.106        Bylaws of United Nissan, Inc., a Nevada corporation. 
        3.107        Certificate of Incorporation of UAG East, Inc. 
        3.108        Bylaws of UAG East, Inc. (identical to Exhibit 3.57). 
        3.109        Certificate of Incorporation of Amity Auto Plaza, Ltd. 
        3.110        Bylaws of Amity Auto Plaza, Ltd. 
        3.111        Certificate of Incorporation of Amity Nissan of Massapequa, Ltd. 
        3.112        Bylaws of Amity Nissan of Massapequa, Ltd. (identical to Exhibit 3.110). 
        3.113        Articles of Incorporation of Auto Mall Payroll Services, Inc. 
        3.114        Bylaws of Auto Mall Payroll Services, Inc. 
        3.115        Articles of Incorporation of Auto Mall Storage, Inc. 
        3.116        Bylaws of Auto Mall Storage, Inc. (identical to Exhibit 3.114). 
        3.117        Articles of Incorporation of Florida Chrysler Plymouth, Inc. 
        3.118        Bylaws of Florida Chrysler Plymouth, Inc. 
        3.119        Certificate of Incorporation of J&S Auto Refinishing, Ltd. 
        3.120        Bylaws of J&S Auto Refinishing, Ltd. 
        3.121        Articles of Incorporation of Northlake Auto Finish, Inc. 
        3.122        Bylaws of Northlake Auto Finish, Inc. (identical to Exhibit 3.118). 
        3.123        Articles of Incorporation of Palm Auto Plaza, Inc. 
        3.124        Bylaws of Palm Auto Plaza, Inc. (identical to Exhibit 3.118) 
        3.125        Articles of Incorporation of West Palm Auto Mall, Inc. 
        3.126        Bylaws of West Palm Auto Mall, Inc. (identical to Exhibit 3.114). 
        3.127        Articles of Incorporation of West Palm Infiniti, Inc. 
        3.128        Bylaws of West Palm Infiniti, Inc. (identical to Exhibit 3.118). 
        3.129        Articles of Incorporation of West Palm Nissan, Inc. 
        3.130        Bylaws of West Palm Nissan, Inc. (identical to Exhibit 3.118). 
        3.131        Certificate of Incorporation of Westbury Nissan, Ltd. 
        3.132        Bylaws of Westbury Nissan, Ltd. (identical to Exhibit 3.110). 
        3.133        Certificate of Incorporation of Westbury Superstore, Ltd. 
        3.134        Bylaws of Westbury Superstore, Ltd. (identical to Exhibit 3.110). 
        3.135        Certificate of Incorporation of UAG Carolina, Inc. 
        3.136        Bylaws of UAG Carolina, Inc. (identical to Exhibit 3.118). 
        3.137        Articles of Incorporation of Gene Reed Chevrolet, Inc. 
        3.138        Bylaws of Gene Reed Chevrolet, Inc. 
        3.139        Articles of Incorporation of Michael Chevrolet-Oldsmobile, Inc. 
        3.140        Bylaws of Michael Chevrolet-Oldsmobile, Inc. 
        3.141        Articles of Incorporation of Reed Lallier Chevrolet, Inc. 
        3.142        Bylaws of Reed Lallier Chevrolet, Inc. 
        3.143        Certificate of Incorporation of UAG Atlanta VI, Inc. 
        3.144        Bylaws of UAG Atlanta VI, Inc. (identical to Exhibit 3.57). 
        3.145        Articles of Incorporation of United Jeep Eagle Chrysler Plymouth of Stone Mountain, Inc. 
        3.146        Bylaws of United Jeep Eagle Chrysler Plymouth of Stone Mountain, Inc. 
        3.147        Certificate of Incorporation of United AutoCare, Inc. 
        3.148        Bylaws of United AutoCare, Inc. 
        3.149        Certificate of Incorporation of United AutoCare Products, Inc. 
        3.150        Bylaws of United AutoCare Products, Inc. (identical to Exhibit 3.148). 

                               II-4           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
          3.151      Certificate of Incorporation of UAG Capital Management, Inc. 
          3.152      Bylaws of UAG Capital Management, Inc. (identical to Exhibit 3.148). 
          3.153      Certificate of Incorporation of UAG Finance Company, Inc. 
          3.154      Bylaws of UAG Finance Company, Inc. (identical to Exhibit 3.148). 
          3.155      Certificate of Incorporation of UnitedAuto Dodge of Shreveport, Inc. 
          3.156      Bylaws of UnitedAuto Dodge of Shreveport, Inc. (identical to Exhibit 3.57). 
          3.157      Articles of Incorporation of 6725 Dealership, Ltd. 
          3.158      Bylaws of 6725 Dealership, Ltd. 
          3.159      Certificate of Incorporation of DiFeo Partnership X, Inc. 
          3.160      Bylaws of DiFeo Partnership X, Inc. (identical to Exhibit 3.4). 
          3.161      Partnership Agreement of 6725 Agent Partnership. 
    ******4.1        Indenture, dated as of July 23, 1997, among the Company, the Guarantors party thereto and The 
                     Bank of New York, as Trustee, including form of Note and Guarantee. 
    ******4.2        Registration Rights Agreement, dated as of July 23, 1997, among the Company, the Guarantors 
                     party thereto, J.P. Morgan Securities Inc., Salomon Brothers Inc, CIBC Wood Gundy Securities 
                     Corp., Montgomery Securities and Scotia Capital Markets (USA) Inc. 
    ******4.3        Indenture, dated as of September 16, 1997, among the Company, the Guarantors party thereto 
                     and The Bank of New York, as Trustee, including form of Series B Note and Guarantee. 
    ******4.4        Registration Rights Agreement, dated September 16, 1997, among the Company, the Guarantors 
                     party thereto, J.P. Morgan Securities Inc. and Scotia Capital Markets (USA) Inc. 
          5.1        Opinion of Willkie Farr & Gallagher regarding legality of securities. 
        *10.1.1.1    Registration Rights Agreement, dated as of October 15, 1993, among the Company and the 
                     investors listed therein. 
        *10.1.1.2    Amendment to Registration Rights Agreement, dated as of July 31, 1996, among the Company and 
                     the investors listed therein. 
        *10.1.2      Waiver, Consent and Modification Agreement, dated as of September 22, 1995, among the Company 
                     and its stockholders. 
        *10.1.3      Letter Agreement, dated September 22, 1996, between the Company and J.P. Morgan Capital 
                     Corporation. 
        *10.1.4      Form of Warrant. 
        *10.1.5      Form of Additional Warrant. 
        *10.1.6      Employment Agreement, dated as of June 21, 1996, between the Company and Carl Spielvogel. 
        *10.1.7      Severance Agreement, dated April 5, 1996, among the Company, Trace and Ezra P. Mager. 
        *10.1.8      Stock Option Plan of the Company. 
        *10.1.9      Registration Rights Agreement, dated as of August 1, 1995, among the company and the parties 
                     listed on Schedule I thereto. 
        *10.1.10     Sublease, dated August 1994, between Overseas Partners, Inc. and the Company. 
        *10.1.11     Letter, dated July 24, 1996, from Chrysler Corporation to the Company. 
        *10.1.12     Agreement, dated July 24, 1996, between the Company and Toyota Motor Sales U.S.A., Inc. 
        *10.1.13     Non-employee Director Compensation Plan of the Company. 
        *10.1.14     Form of Agreement among the Company, certain of its affiliates and American Honda Motor Co., 
                     Inc. 

                               II-5           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
        *10.1.15     Form of Option Certificate of the Company in favor of Samuel X. DiFeo and Joseph C. DiFeo. 
        *10.1.16     Form of Registration Rights Agreement among the Company and the parties listed on Schedule U 
                     thereto. 
     ****10.1.17     Registration Rights Agreement, dated March 6, 1997, between the Company and Kevin J. Coffey. 
     ****10.1.18     Consulting Agreement, dated March 3, 1997, between the Company and Carl Spielvogel. 
     ****10.1.19     Credit Agreement, dated as of March 20, 1997, among the Company, the Guarantors party 
                     thereto, the Banks party thereto, The Bank of Nova Scotia, as Administrative Agent, and 
                     Morgan Guaranty Trust Company of New York, as Documentation Agent. 
     ****10.1.20     Pledge Agreement, dated as of March 20, 1997, among the Company, the pledgors named therein 
                     and The Bank of Nova Scotia, as Administrative Agent. 
    *****10.1.21     Registration Rights Agreement, dated May 31, 1997, among the Company, Gene Reed, Jr., Michael 
                     L. Reed, Michael G. Lallier, Deborah B. Lallier, John P. Jones, Charles J. Bradshaw, Charles 
                     J. Bradshaw, Jr., Julia D. Bradshaw and William B. Bradshaw. 
    *****10.1.22     Registration Rights Agreement, dated April 30, 1997, among the Company and John A. Staluppi. 
        *10.2.1.1    Honda Automobile Dealer Sales and Service Agreement, dated October 5, 1995, between American 
                     Honda Motor Co. Inc. and Danbury Auto Partnership. 
        *10.2.1.2    American Honda Motor Co. Standard Provisions. 
        *10.2.2.1    Lexus Dealer Agreement, dated October 5, 1992, between Lexus, a division of Toyota Motor 
                     Sales, U.S.A., Inc, and Somerset Motors Partnership. 
        *10.2.2.2    Lexus Dealer Agreement Standard Provisions. 
        *10.2.3.1    Mitsubishi Motor Sales of America, Inc. Dealer Sales and Service Agreement, dated August 29, 
                     1994, between Mitsubishi Motor Sales of America, Inc. and Rockland Motors Partnership, as 
                     amended August 20, 1996. 
        *10.2.3.2    Mitsubishi Motor Sales of America, Inc. Dealer Sales and Service Agreement Standard 
                     Provisions. 
        *10.2.4.1    BMW of North America, Inc. Dealer Agreement, dated January 1, 1994, between BMW of North 
                     America, Inc. and DiFeo BMW Partnership, as amended October 21, 1996. 
        *10.2.4.2    BMW of North America, Inc. Dealer Standard Provisions Applicable to Dealer Agreement. 
        *10.2.5.1    Term Dealer Sales and Service Agreement, dated July 3, 1996, between American Suzuki Motor 
                     Corporation and Fair Hyundai Partnership, as amended September 6, 1996. 
        *10.2.5.2    Suzuki Dealer Sales and Service Agreement Standard Provisions. 
        *10.2.6.1    Toyota Dealer Agreement, dated May 5, 1995, between Toyota Motor Distributors, Inc. and 
                     Hudson Motors Partnership. 
        *10.2.6.2    Toyota Dealer Agreement Standard Provisions. 
        *10.2.7.1    Oldsmobile Division Dealer Sales and Service Agreement, dated October 2, 1992, between 
                     General Motors Corporation, Oldsmobile Division and J&F Oldsmobile-Isuzu Partnership, as 
                     amended December 20, 1993 and July 23, 1996. 
        *10.2.7.2    General Motors Dealer Sales and Service Agreement Standard Provisions. 
        *10.2.8.1    Chevrolet-Geo Dealer Sales and Service Agreement, dated November 1, 1995, between General 
                     Motors Corporation, Chevrolet Motor Division and Fair Chevrolet-Geo Partnership. 

                               II-6           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
     *10.2.9.1       Nissan Dealer Term Sales and Service Agreement, between the Nissan Division of Nissan Motor 
                     Corporation in U.S.A. and DiFeo Nissan Partnership. 
     *10.2.9.2       Nissan Dealer Sales and Service Agreement Standard Provisions. 
     *10.2.10.1      Chrysler Corporation Term Sales and Service Agreement, dated August 16, 1995, between Fair 
                     Chrysler Plymouth Partnership and Chrysler Corporation. 
     *10.2.10.2      Chrysler Corporation Sales and Service agreement Additional Terms and Provisions. 
     *10.2.11        Chrysler Corporation Eagle Sales and Service Agreement, dated October 8, 1992, between DiFeo 
                     Jeep-Eagle Partnership and Chrysler Corporation. 
     *10.2.12        Chrysler Corporation Chrysler Sales and Service Agreement, dated August 16, 1995, between 
                     DiFeo Chrysler Plymouth Jeep Eagle Partnership and Chrysler. 
     *10.2.13        Chrysler Corporation Plymouth Sales and Service Agreement, dated November 13, 1992, between 
                     DiFeo Chrysler Plymouth Jeep Eagle Partnership and Chrysler Corporation. 
     *10.2.14        Toyota Dealer Agreement, dated May 5, 1995, between Toyota Motor Distributors, Inc. and 
                     County Auto Group Partnership. 
     *10.2.15.1      Hyundai Motor America Dealer Sales and Service Agreement, dated October 12, 1992, between 
                     Hyundai Motor America and Fair Hyundai Partnership as amended November 22, 1993, October 12, 
                     1995, March 14, 1996 and September 18, 1996. 
     *10.2.15.2      Hyundai Motor America Dealer Sales and Service Agreement Standard Provisions. 
     *10.2.16        Hyundai Motor America Dealer Sales and Service Agreement, dated November 22, 1993, as amended 
                     April 1, 1994, and November 3, 1995, between Hyundai Motor America and DiFeo Hyundai 
                     Partnership. 
     *10.2.17        Toyota Dealer Agreement, dated August 23, 1995, between Toyota Motor Distributors, Inc. and 
                     OCT Partnership. 
     *10.2.18        Mitsubishi Motor Sales of America, Inc. Sales and Service Agreement, dated June 30, 1994, 
                     between Mitsubishi Motor Sales of America, Inc. and OCM Partnership. 
     *10.2.19        Chrysler Corporation Jeep Sales and Service Agreement, dated October 8, 1992, between DiFeo 
                     Jeep-Eagle Partnership and Chrysler Corporation. 
     *10.2.20        Chevrolet-Geo Dealer Sales and Service Agreement, dated November 1, 1995 between General 
                     Motors Corporation, Chevrolet Motor Division and DiFeo Chevrolet-Geo Partnership. 
     *10.2.21        Isuzu Dealer Sales and Service Agreement, dated as of September 16, 1996 between American 
                     Isuzu Motors, Inc. and Fair Cadillac-Oldsmobile-Isuzu Partnership. 
     *10.2.22        Isuzu Dealer Sales and Service Agreement Additional Provisions. 
     *10.2.26        Settlement Agreement, dated as of October 3, 1996, among the Company and certain of its 
                     affiliates, on the one hand, and Samuel X. DiFeo, Joseph C. DiFeo and certain of their 
                     affiliates, on the other hand. 
     *10.2.27        Form of Agreement and Plan of Merger used in the Minority Exchange of the DiFeo Group. 
     *10.2.28        Form of Lease of certain facilities in the DiFeo Group. 
     *10.2.29        Lease Agreement, dated September 27, 1990, between J&F Associates and TJGHCC Associates. 
     *10.2.30        Lease Agreement, dated October 1, 1992, between Manly Chevrolet, Inc. and County Toyota, Inc. 
     *10.2.31        Sublease, dated October 1, 1992, between DiFeo BMW, Inc. and DiFeo BMW Partnership. 

                               II-7           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
    *****10.2.32     Security Agreement and Master Credit Agreement, dated November 22, 1996, between DiFeo Nissan 
                     Partnership and Chrysler Credit Corporation (substantially similar to exhibit 10.4.16 to the 
                     Company's Registration Statement on Form S-1, Registration No. 333-09429)(a substantially 
                     similar agreement exists with each dealership in the DiFeo Group). 
        *10.3.1      Receivables Purchase Agreement, dated as of June 28, 1995, between Atlantic Auto Funding 
                     Corporation and Atlantic Auto Finance Corporation. 
        *10.3.2      Loan and Security Agreement, dated as of June 28, 1995, among Atlantic Auto Funding 
                     Corporation, Atlantic Auto Finance Corporation and Citibank, N.A. 
        *10.3.3      Support Agreement of the Company, dated as of June 28, 1995, in favor of Atlantic Auto 
                     Funding Corporation. 
        *10.3.4      Purchase Agreement, dated as of June 14, 1996, between Atlantic Auto Finance Corporation and 
                     Atlantic Auto Second Funding Corporation. 
        *10.3.5      Transfer and Administration Agreement, dated as of June 14, 1996, among Atlantic Auto Second 
                     Funding Corporation, Atlantic Auto Finance Corporation and Morgan Guaranty Trust Company of 
                     New York. 
        *10.3.6      Support Agreement of the Company, dated as of June 18, 1996, in favor of Atlantic Auto Second 
                     Funding Corporation. 
        *10.3.7      Pooling and Servicing Agreement relating to Atlantic Auto Grantor Trust 1996-A, dated as of 
                     June 20, 1996, among Atlantic Auto Third Funding Corporation, Atlantic Auto Finance 
                     Corporation and The Chase Manhattan Bank. 
        *10.3.8      Insurance and Indemnity Agreement, dated as of June 20, 1996, among Financial Security 
                     Assurance Inc., Atlantic Auto Third Funding Corporation and Atlantic Auto Finance 
                     Corporation. 
        *10.3.9      Master Spread Account Agreement, dated as of June 20, 1996, among Atlantic Auto Third Funding 
                     Corporation, Financial Security Assurance Inc. and The Chase Manhattan Bank. 
        *10.3.10     Lease Agreement, dated as of March 18, 1994, between Perinton Hills and the Company, 
                     including guaranty of lease of Atlantic Auto Finance Corporation. 
        *10.4.1      Amended and Restated Stock Purchase Agreement, dated as of July 1, 1995, among the Company, 
                     Landers Auto Sales, Inc., Steve Landers, John Landers and Bob Landers. 
        *10.4.2      Promissory Note of the Company, dated August 1, 1995, in favor of Steve Landers and John 
                     Landers. 
        *10.4.3      Promissory Note of the Company, dated August 1, 1995, in favor of Steve Landers and John 
                     Landers. 
        *10.4.4      Guarantee of the Company, dated as of August 1, 1995, in favor of Steve Landers and John 
                     Landers. 
        *10.4.5      Employment Agreement, dated as of August 1, 1995, between Landers Auto Sales, Inc. and Steve 
                     Landers. 
        *10.4.6      Lease, dated as of August 1, 1995, among Steve Landers, John Landers, Bob Landers and Landers 
                     Auto Sales, Inc., regarding Jeep-Eagle premises. 
        *10.4.7      Lease, dated as of August 1, 1995, among Steve Landers, John Landers, Bob Landers and Landers 
                     Auto Sales, Inc., regarding Oldsmobile-GMC premises. 
        *10.4.8      Shareholders' Agreement, dated as of August 1, 1995, among the Company, United Landers, Inc., 
                     Landers Auto Sales, Inc., Steve Landers and John Landers. 
        *10.4.9      Chrysler Corporation Eagle Sales and Service Agreement, dated August 16, 1995, between United 
                     Landers Auto Sales, Inc. and Chrysler Corporation. 
        *10.4.10     Chrysler Corporation Jeep Sales and Service Agreement, dated August 16, 1995, between United 
                     Landers Auto Sales, Inc. and Chrysler Corporation. 

                               II-8           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
      *10.4.11       Chrysler Corporation Dodge Sales and Service Agreement, dated August 16, 1995, between United 
                     Landers Auto Sales, Inc. and Chrysler Corporation. 
      *10.4.12       Chrysler Corporation Plymouth Sales and Service Agreement, dated August 16, 1995, between 
                     United Landers Auto Sales, Inc. and Chrysler Corporation. 
      *10.4.13       Chrysler Corporation Chrysler Sales and Service Agreement, dated August 16, 1995, between 
                     United Landers Auto Sales, Inc. and Chrysler Corporation. 
      *10.4.14       Oldsmobile Division Dealer Sales and Service Agreement, dated November 1, 1995, between 
                     General Motors Corporation, Oldsmobile Division and United Landers Auto Sales, Inc. 
      *10.4.15       GMC Truck Division Dealer Sales and Service Agreement, dated November 1, 1995, between 
                     General Motors Corporation, GMC Truck Division and United Landers Auto Sales, Inc. 
      *10.4.16       Security Agreement and Master Credit Agreement, dated October 25, 1993, between Landers 
                     Oldsmobile-GMC Inc. and Chrysler Credit Corporation. 
      *10.4.17       Security Agreement and Master Credit Agreement, dated May 17, 1989, between Landers 
                     Jeep-Eagle, Inc. and Chrysler Credit Corporation. 
      *10.4.18       Continuing Guaranty of United Landers, Inc., dated August 15, 1994, in favor of Chrysler 
                     Credit Corporation. 
      *10.4.19       Commercial Loan Agreement, dated December 5, 1994, between Landers Oldsmobile-GMC, Inc. and 
                     The Benton State Bank. 
      *10.4.20       Commercial Security Agreement, dated December 5, 1994, between Landers Oldsmobile-GMC, Inc. 
                     and The Benton State Bank. 
      *10.4.21       Agreement, dated July 31, 1995, between the Company and General Motors Corporation, 
                     Oldsmobile Division. 
      *10.5.1        Stock Purchase Agreement, dated as of November 17, 1995, among the Company, UAG Atlanta, 
                     Inc., Atlanta Toyota, Inc, and Carl H. Westcott. 
      *10.5.2        Promissory Note of UAG Atlanta, Inc., dated January 16, 1996, in favor of Carl H. Westcott. 
      *10.5.3        Guaranty of the Company, dated as of January 16, 1996, in favor of Carl H. Westcott. 
      *10.5.4        Promissory Note of Atlanta Toyota, Inc., dated January 16, 1996, in favor of First Extended 
                     Service Corporation. 
      *10.5.5        Guaranty of the Company, dated as of January 16, 1996, in favor of Carl H. Westcott. 
      *10.5.6        Lease Agreement, dated as of January 3, 1996, between Carl Westcott and Atlanta Toyota, Inc. 
      *10.5.7        Lease Guaranty of the Company, dated as of January 16, 1995, in favor of Carl Westcott. 
      *10.5.8        Toyota Dealer Agreement, dated January 16, 1996, between Southeast Toyota Motor Distributors, 
                     Inc. and Atlanta Toyota, Inc. 
      *10.5.9        Wholesale Floor Plan Security Agreement, dated May 24, 1996, between World Omni Financial 
                     Corp. and Atlanta Toyota, Inc. 
      *10.5.10       Continuing Guaranty of the Company in favor of World Omni Financial Corp. and certain 
                     affiliates. 
      *10.5.11       Inventory Financing Payment Agreement, dated May 24, 1996, among Atlanta Toyota, Inc., 
                     Fidelity Warranty Services, Inc. and World Omni Financial Corp. 
      *10.5.12       Shareholders' Agreement, dated as of July 31, 1996, among the Company, UAG Atlanta, Inc., 
                     Atlanta Toyota and John Smith. 
      *10.5.13       Employment Agreement, dated as of January 16, 1996, among the Company, UAG Atlanta, Inc. and 
                     John Smith. 

                               II-9           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
      *10.6.1        Stock Purchase Agreement, dated as of March 1, 1996, among the Company, UAG Atlanta II, Inc., 
                     Steve Rayman Nissan, Inc., Steven L. Rayman and Richard W. Keffer, Jr. 
      *10.6.2        Employment Agreement, dated as of May 1, 1996, among the Company, UAG Atlanta II, In., Steve 
                     Rayman Nissan, Inc. and Bruce G. Dunker. 
      *10.6.3        Lease Agreement, dated as of May 1, 1996, among Steven L. Rayman, Richard W. Keffer, Jr. and 
                     Steve Rayman Nissan, Inc. 
      *10.6.4        Nissan Dealer Term Sales and Service Agreement, between the Nissan Division of Nissan Motor 
                     Corporation in U.S.A. and United Nissan, Inc. 
      *10.6.5        Wholesale Floor Plan Security Agreement, dated April 29, 1996, between World Omni Financial 
                     Corp. and United Nissan, Inc. 
      *10.6.6        Continuing Guaranty of the Company, dated April 29, 1996, in favor of World Omni Financial 
                     Corp. and certain affiliates. 
      *10.7.1        Stock Purchase Agreement, dated as of June 7, 1996, among the Company, UAG Atlanta III, Inc. 
                     Hickman Nissan, Inc., Lynda Jane Hickman and Lynda Jane Hickman as Executrix under the will 
                     of James Franklin Hickman, Jr., deceased. 
      *10.7.2        Nissan Dealer Term Sales and Service Agreement, between the Nissan Division of Nissan Motor 
                     Corporation in U.S.A. and Peachtree Nissan, Inc. 
      *10.7.3        Automotive Wholesale Financing and Security Agreement, dated July 12, 1996, between Nissan 
                     Motor Acceptance Corporation and Peachtree Nissan, Inc. 
      *10.7.4        Guaranty of the Company and UAG Atlanta III, Inc., dated July 12, 1996, in favor of Nissan 
                     Motor Acceptance Corporation. 
      *10.7.5        Promissory Note of UAG Atlanta III, Inc., dated July 12, 996, in favor of Lynda Jane Hickman, 
                     as Executrix under the will of James Franklin Hickman, Jr. 
      *10.7.6        Guaranty of Note of Hickman Nissan, Inc., dated July 12, 1996, in favor of Lynda Jane 
                     Hickman, as Executrix under the will of James Franklin Hickman, Jr. 
      *10.7.7        Guaranty of Note of the Company, dated July 12, 1996, in favor of Lynda Jane Hickman, as 
                     Executrix under the will of James Franklin Hickman, Jr. 
      *10.7.8        Lease Agreement, dated July 12, 1996, between Lynda Jane Hickman, as Executrix under the will 
                     of James Franklin Hickman, Jr., and Hickman Nissan, Inc. 
      *10.7.9        Lease Agreement, dated July 12, 1996, between Argonne Enterprises, Inc. and Hickman Nissan, 
                     Inc. 
      *10.7.10       Guaranty of Lease of the Company, dated July 12, 1996, in favor of Lynda Jane Hickman, Jr. 
      *10.7.11       Guaranty of Lease of the Company, dated July 12, 1996, in favor of Argonne Enterprises, Inc. 
      *10.8.1        Stock Purchase Agreement, dated as of June 6, 1996, among the Company, UAG West, Inc., 
                     Scottsdale Jaguar, LTD., SA Automotive, LTD., SL Automotive, LTD., SPA Automotive, LTD., LRP, 
                     LTD., Sun BMW, LTD., Scottsdale Management Group, LTD., 6725 Dealership LTD., Steven 
                     Knappenberger Revocable Trust Dated April 15, 1983, as amended, Brochick 6725 Trust dated 
                     December 29, 1992, Beskind 6725 Trust dated December 29, 1992, Steven Knappenberger, Jay P. 
                     Beskind December 29, 1992, Knappenberger 6725 Trust dated and George W. Brochick, as amended 
                     on October 21, 1996 by Amendment No. 1, Amendment No. 2 and Amendment No. 3. 
      *10.8.2        Purchase and Sale Agreement, 6905 E. McDowell Road, dated June 6, 1996, among Steven 
                     Knappenberger, as Trustee of the Steven Knappenberger Revocable Trust II, Bruce 
                     Knappenberger, as Trustee of the Bruce Knappenberger Trust and UAG West, Inc. and Steven 
                     Knappenberger. 
      *10.8.3        Form of Employment Agreement between the Company, UAG West, Inc., and Steven Knappenberger. 

                              II-10           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
        *10.8.4      Form of Broker's Agreement between UAG West, Inc. and KBB, Inc. 
        *10.8.5.1    Form of Audi Dealer Agreement. 
        *10.8.5.2    Audi Standard Provisions. 
        *10.8.6.1    Form of Acura Automobile Dealer Sales and Service Agreement. 
        *10.8.6.2    Acura Standard Provisions. 
        *10.8.7.1    Form of BMW of North America Dealer Agreement. 
        *10.8.8.1    Form of Porsche Sales and Service Agreement. 
        *10.8.8.2    Form of Addendum to Porsche Sales and Service Agreement. 
        *10.8.9.1    Form of Land Rover North America, Inc. Dealer Agreement. 
        *10.8.9.2    Land Rover Standard Provisions. 
        *10.8.10     Sublease, dated June 7, 1988, between Max of Switzerland and Scottsdale Porsche & Audi, Ltd. 
        *10.8.11     Lease, dated October 1990, between Lisa B. Zelinsky and R.J. Morgan Corporation of America 
                     and Scottsdale Hyundai, Ltd. 
        *10.8.12     Sublease, dated July 1, 1995, between Camelback Automotive, Inc. and LRP Ltd. 
        *10.8.13     Lease, dated February 27, 1995, between Lee S. Maas and Sun BMW Ltd. 
        *10.8.14     Form of Shareholders' Agreement among UAG West, Inc., SK Motors, Ltd., and the Knappenberger 
                     Revocable Trust. 
        *10.8.15     Form of Management Agreement among the Company, UAG West, Inc. and Scottsdale Jaguar, Ltd. 
        *10.8.16     Form of Lease Agreement between 6725 Agent and Scottsdale Jaguar, Ltd. 
        *10.8.17     Form of Indemnification Agreement among the Company, UAG West, Inc., Scottsdale Jaguar, Ltd., 
                     Steven Knappenberger, and certain other individuals and trusts. 
        *10.8.18     Form of Real Estate Loan and Security Agreement, made by SA Automotive, Ltd. for the benefit 
                     of Chrysler Financial Corporation. 
        *10.8.19     Form of Security Agreement and Master Credit Agreement of Chrysler Credit Corporation. 
        *10.8.20     Form of Continuing Guaranty of each of the Company and UAG West, Inc. in favor of Chrysler 
                     Credit Corporation. 
    *****10.8.21     Dealer Agreement, dated as of February 28, 1997, between Rolls-Royce Motor Cars Inc. and 
                     Scottsdale Audi, Ltd. 
        *10.9.1      Stock Purchase Agreement, dated August 5, 1996, among the Company, UAG Atlanta IV, Inc., 
                     Charles Evans BMW, Inc. and Charles F. Evans. 
        *10.9.2      Stock Purchase Agreement, dated August 5, 1996, among the Company, UAG Atlanta IV, Inc., 
                     Charles Evans Nissan, Inc. and Charles F. Evans. 
        *10.9.3      Form of Dealer Agreement between BMW North America, Inc. and Charles Evans BMW Inc. 
        *10.9.4      Form of Nissan Dealer Term Sales and Service Agreement between Nissan Motor Corporation in 
                     U.S.A. and Charles Evans Nissan, Inc. 
        *10.9.5      Form of Lease Agreement between Charles F. Evans and Charles Evans BMW, Inc. 
        *10.9.6      Form of Lease Guaranty of the Company in favor of Charles F. Evans. 
        *10.9.7      Form of Lease Agreement between Charles F. Evans and Charles Evans Nissan, Inc. 
        *10.9.8      Form of Lease Guaranty of the Company in favor of Charles F. Evans. 
        *10.9.9      Form of Purchase and Sale Agreement for Charles Evans BMW Property between Charles F. Evans 
                     and the Company. 
        *10.9.10     Form of Purchase and Sale Agreement for Charles Evans Nissan Property between Charles F. 
                     Evans and the Company. 

                              II-11           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
        *10.9.11     Form of Inventory Financing and Security Agreement between BMW Financial Services NA, Inc. 
                     and UAG Atlanta IV Motors Inc. 
        *10.9.12     Form of Guaranty of the Company in favor of BMW Financial Services NA, Inc. 
        *10.9.13     Form of Inventory Financing and Security Agreement between BMW Financial Services NA, Inc. 
                     and Conyers Nissan, Inc. 
        *10.9.14     Form of Guaranty of the Company in favor of BMW Financial Services NA, Inc. 
        *10.10.1     Stock Purchase Agreement, dated September 5, 1996, among the Company, UAG Tennessee, Inc., 
                     Standefer Motor Sales, Inc., Charles A. Standefer and Charles A. Standefer and Karen S. 
                     Nicely, trustees under the Irrevocable Trust Agreement of Charles B. Standefer for the 
                     primary benefit of children, dated December 21, 1992. 
        *10.10.2     Form of Nissan Dealer Term Sales and Service Agreement between Nissan Motor Corporation in 
                     U.S.A. and Conyers Nissan, Inc. 
        *10.10.3     Form of Lease Agreement between Standefer Investment Company and Standefer Motor Sales, Inc. 
        *10.10.4     Form of Lease Guaranty of the Company in favor of Standefer Investment Company. 
        *10.10.5     Form of Security Agreement and Master Credit Agreement between Chrysler Credit Corporation 
                     and Standefer Motor Sales, Inc. 
        *10.10.6     Form of Continuing Guaranty of each of the Company and UAG Tennessee, Inc. in favor of 
                     Chrysler Credit Corporation. 
       **10.11.1     Agreement and Plan of Merger, dated December 16, 1996, among Crown Jeep Eagle, Inc., 
                     Berylson, Inc., Shannon Automotive, Ltd., Kevin J. Coffey, Paul J. Rhodes, the Company, UAG 
                     Texas, Inc. and UAG Texas II, Inc. 
     ****10.11.2     Chrysler Corporation Dodge Sales and Service Agreement, dated April 2, 1997, between Shannon 
                     Automotive, Ltd. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 to the 
                     Company's Registration Statement on Form S-1, Registration No. 333-09429). 
     ****10.11.3     Chrysler Corporation Jeep Sales and Service Agreement, dated April 2, 1997, between Shannon 
                     Automotive, Ltd. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 to the 
                     Company's Registration Statement on Form S-1, Registration No. 333-09429). 
     ****10.11.4     Chrysler Corporation Eagle Sales and Service Agreement, dated April 2, 1997, between Shannon 
                     Automotive, Ltd. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 to the 
                     Company's Registration Statement on Form S-1, Registration No. 333-09429). 
     ****10.11.5     Chrysler Corporation Chrysler Sales and Service Agreement, dated April 2, 1997, between 
                     Shannon Automotive, Ltd. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 
                     to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
     ****10.11.6     Chrysler Corporation Plymouth Sales and Service Agreement, dated April 2, 1997, between 
                     Shannon Automotive, Ltd. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 
                     to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.12.1     Stock Purchase Agreement, dated February 7, 1997, among the Company, UAG Nevada, Inc., Gary 
                     Hanna Nissan, Inc., The Gary W. Hanna Family Trust Restated December 18, 1990 and Gary W. 
                     Hanna, as amended April 22, 1997. 
    *****10.12.2     Nissan Dealer Term Sales and Service Agreement, dated April, 22 1997, between the Nissan 
                     Division of Nissan Motor Corporation in U.S.A. and Gary Hanna Nissan, Inc. (substantially 
                     similar to exhibit 10.2.9.1 to the Company's Registration Statement on Form S-1, Registration 
                     No. 333-09429). 

                              II-12           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
    *****10.12.3     Security Agreement and Master Credit Agreement, dated April 22, 1997, between Gary Hanna 
                     Nissan, Inc. and Chrysler Credit Corporation (substantially similar to exhibit 10.4.16 to the 
                     Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.1     Stock Purchase Agreement, dated February 19, 1997, among the Company, UAG East, Inc., Amity 
                     Auto Plaza Ltd., Massapequa Imports Ltd., Westbury Nissan Ltd., Westbury Superstore Ltd., J&S 
                     Auto Refinishing Ltd., Florida Chrysler Plymouth Jeep Eagle Inc., Palm Auto Plaza Inc., West 
                     Palm Infiniti Inc., West Palm Nissan Inc., Northlake Auto Finish Inc., John A. Staluppi and 
                     John A. Staluppi, Jr., as amended April 7, 1997 and April 30, 1997. 
    *****10.13.2     Chrysler Corporation Eagle Sales and Service Agreement, dated May 2, 1997, between Florida 
                     Chrysler Plymouth, Inc. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 
                     to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.3     Chrysler Corporation Chrysler Sales and Service Agreement, dated May 2, 1997, between Florida 
                     Chrysler Plymouth, Inc. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 
                     to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.4     Chrysler Corporation Jeep Sales and Service Agreement, dated May 2, 1997, between Florida 
                     Chrysler Plymouth, Inc. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 
                     to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.5     Chrysler Corporation Plymouth Sales and Service Agreement, dated May 2, 1997, between Florida 
                     Chrysler Plymouth, Inc. and Chrysler Corporation (substantially similar to exhibit 10.2.10.1 
                     to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.6     Toyota Dealer Agreement, dated June 16, 1997, between Southeast Toyota Distributors, Inc. and 
                     Palm Auto Plaza, Inc. (substantially similar to exhibit 10.2.10.1 to the Company's 
                     Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.7     Toyota Dealer Agreement, dated June 18, 1997, between Toyota Motor Sales, U.S.A., Inc. and 
                     Westbury Superstore, Ltd. (substantially similar to exhibit 10.2.10.1 to the Company's 
                     Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.8     Toyota Dealer Agreement, dated June 18, 1997, between Toyota Motor Sales, U.S.A., Inc. and 
                     Amity Auto Plaza, Ltd. (substantially similar to exhibit 10.2.10.1 to the Company's 
                     Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.13.9     Nissan Dealer Term Sales and Service Agreement, dated April 30, 1997, between the Nissan 
                     Division of Nissan Motor Corporation in U.S.A. and Amity Nissan of Massapequa, Ltd. 
                     (substantially similar to exhibit 10.2.9.1 to the Company's Registration Statement on Form 
                     S-1, Registration No. 333-09429). 
    *****10.13.10    Nissan Dealer Term Sales and Service Agreement, dated April 30, 1997, between the Nissan 
                     Division of Nissan Motor Corporation in U.S.A. and West Palm Nissan, Inc. (substantially 
                     similar to exhibit 10.2.9.1 to the Company's Registration Statement on Form S-1, Registration 
                     No. 333-09429). 
    *****10.13.11    Nissan Dealer Term Sales and Service Agreement, dated April 30, 1997, between the Nissan 
                     Division of Nissan Motor Corporation in U.S.A. and Westbury Nissan, Ltd. (substantially 
                     similar to exhibit 10.2.9.1 to the Company's Registration Statement on Form S-1, Registration 
                     No. 333-09429). 
    *****10.13.12    Infiniti Dealer Term Sales and Service Agreement, dated April 30, 1997, between the Infiniti 
                     Division of Nissan Motor Corporation in U.S.A. and West Palm Infiniti, Inc. (substantially 
                     similar to exhibit 10.2.9.1 to the Company's Registration Statement on Form S-1, Registration 
                     No. 333-09429). 

                              II-13           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
    *****10.13.13    Wholesale Floor Plan Security Agreement, dated April 30, 1997, between World Omni Financial 
                     Corp. and Florida Chrysler Plymouth, Inc. (substantially similar to exhibit 10.5.9 to the 
                     Company's Registration Statement on Form S-1, Registration No. 333-09429)(a substantially 
                     similar agreement exists with each dealership in the Staluppi Group). 
     ****10.14.1     Stock Purchase Agreement, dated March 5, 1997, among the Company, Marshal Mize Ford, Inc., 
                     Wade Ford, Inc., Wade Ford Buford, Inc., Marshal D. Mize, Alan K. Arnold, Lewis J. Dyer and 
                     Gary R. Billings. 
    *****10.15.1     Stock Purchase Agreement, dated April 12, 1997, among the Company, Gene Reed Chevrolet, Inc., 
                     Michael Chevrolet-Oldsmobile, Inc., Reed-Lallier Chevrolet, Inc., Gene Reed, Jr., Michael L. 
                     Reed, Michael G. Lallier, Deborah B. Lallier, John P. Jones, Charles J. Bradshaw, Charles J. 
                     Bradshaw, Jr., Julia D. Bradshaw and William B. Bradshaw, as amended May 31, 1997. 
    *****10.15.2     Chevrolet-Geo Dealer Sales and Service Agreement, dated June 1, 1997, between General Motors 
                     Corporation, Chevrolet Motor Division and Gene Reed Chevrolet, Inc. (substantially similar to 
                     exhibit 10.2.8.1 to the Company's Registration Statement on Form S-1, Registration No. 
                     333-09429). 
    *****10.15.3     Chevrolet-Geo Dealer Sales and Service Agreement, dated June 1, 1997, between General Motors 
                     Corporation, Chevrolet Motor Division and Reed-Lallier Chevrolet, Inc. (substantially similar 
                     to exhibit 10.2.8.1 to the Company's Registration Statement on Form S-1, Registration No. 
                     333-09429). 
    *****10.15.4     Chevrolet-Geo Dealer Sales and Service Agreement, dated June 1, 1997, between General Motors 
                     Corporation, Chevrolet Motor Division and Michael Chevrolet-Oldsmobile, Inc. (substantially 
                     similar to exhibit 10.2.8.1 to the Company's Registration Statement on Form S-1, Registration 
                     No. 333-09429). 
    *****10.15.5     Wholesale Security Agreement, dated April 1, 1981, between General Motors Acceptance 
                     Corporation and Gene Reed Chevrolet, Inc., as amended September 3, 1992, April 3, 1995 and 
                     September 27, 1996 (a substantially similar agreement exists with each dealership in the Reed 
                     Group). 
    *****10.16.1     Stock Purchase Agreement, dated January 8, 1997, by and among the Company, Landers Auto 
                     Sales, Inc., Landers United Auto Group No. 4, Inc., Landers Buick Pontiac, Inc. and Lance 
                     Landers, as amended January 8, 1997. 
    *****10.16.2     Isuzu Dealer Sales and Service Agreement, dated as of June 6, 1997, between American Isuzu 
                     Motors, Inc. and Landers Auto Sales, Inc. (substantially similar to exhibit 10.2.2.1 to the 
                     Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.16.3     Pontiac-GMC Division Dealer Sales and Service Agreement, dated June 6, 1997, between General 
                     Motors Corporation, Pontiac and Landers Buick-Pontiac, Inc. (substantially similar to exhibit 
                     10.2.7.1 to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
    *****10.16.4     Security Agreement and Master Credit Agreement, dated June 13, 1997, between Landers 
                     Buick-Pontiac, Inc. and Chrysler Credit Corporation (substantially similar to exhibit 10.4.16 
                     to the Company's Registration Statement on Form S-1, Registration No. 333-09429). 
   ******10.17.1     Stock Purchase Agreement, dated July 25, 1997 among United Auto Group, Inc., UAG West Texas, 
                     Inc., All American Chevrolet, Inc., Lynn Alexander, Inc., Jo-Vena Automotive, Inc., Lynn Rich 
                     Management Company and R. Lynn Alexander. 

                              II-14           

         NO.                                                  DESCRIPTION 
- -------------------  --------------------------------------------------------------------------------------------- 
  ******10.18.1      Stock Purchase Agreement, dated July 25, 1997 among United Auto Group, Inc., UAG Classic, 
                     Inc., Classic Auto Group, Inc., Cherry Hill Classic Cars, Inc., Classic Enterprises, Inc., 
                     Classic Buick, Inc., Classic Chevrolet, Inc., Classic Management, Inc., Classic Turnersville, 
                     Inc., Classic Imports, Inc. and Thomas J. Hessert, Jr. (as amended). 
  ******10.19.1.1    Stock Purchase Agreement, dated as of September 25, 1997 among United Auto Group, Inc., UAG 
                     Young, Inc., Dan Young Chevrolet, Inc., Dan Young, Inc., Parkway Chevrolet, Inc., Young 
                     Management Group, Inc., Alan V. Young, William A. Young, Dan E. Young, Conway M. Anderson 
                     III, Shirley J. Young Irrevocable GRAT Trust, an E. Young Irrevocable GRAT Trust Irrevocable 
                     Trust for Alan V. Young and Irrevocable Trust for William A. Young. 
  ******10.19.1.2    Agreement and Plan of Merger, dated as of September 25, 1997 among United Auto Group, Inc., 
                     UAG Kissimmee Motors, Inc., UAG Paramount Motors, Inc., UAG Century Motors, Inc., Paramount 
                     Chevrolet-Geo, Inc., Century Chevrolet-Geo, Inc., Alan V. Young, William A. Young, Jennifer 
                     Y. Taggart, Cathy Y. Dyer, Young/AVY II Irrevocable Trust fbo Lara A. Young, Young/AVY II 
                     Irrevocable Trust fbo Courtney E. Young, Young/AVY II Irrevocable Trust fbo Daniel A. Young, 
                     Young/WAY II Irrevocable Trust, Young/Taggart II Irrevocable Trust fbo William E. Taggart, 
                     Young/Taggart II Irrevocable Trust fbo Mary K. Taggart, Shirley J. Young Irrevocable GRAT 
                     Trust and Dan E. Young Irrevocable GRAT Trust. 
        21.1         List of subsidiaries of the Company. 
        23.1.1       Consent of Coopers & Lybrand L.L.P. 
        23.1.2       Consent of Coopers & Lybrand L.L.P. 
        23.1.3       Consent of Coopers & Lybrand L.L.P. 
        23.1.4       Consent of Coopers & Lybrand L.L.P. 
        23.1.5       Consent of Coopers & Lybrand L.L.P. 
        23.2         Consent of Willkie Farr & Gallagher (included in Exhibit 5.1). 
       +24.1         Powers of Attorney (included in signature pages). 
        25.1         Statement of Eligibility of Trustee on Form T-1. 
        27.1         Financial Data Schedule. 
        99.1         Form of Letter of Transmittal. 
        99.2         Form of Notice of Guaranteed Delivery. 

    

   
- ------------ 
*        Incorporated herein by reference to the identically numbered exhibit 
         to the Company's Registration Statement on Form S-1, Registration 
         No. 333-09429. 
**       Incorporated herein by reference to the identically numbered exhibit 
         to the Company's Current Report on Form 8-K filed on December 24, 
         1996, File No. 1-12297. 
***      Incorporated herein by reference to the identically numbered exhibit 
         to the Company's Annual Report on Form 10-K for the year ended 
         December 31, 1996, File No. 1-12297. 
****     Incorporated herein by reference to the identically numbered exhibit 
         to the Company's Quarterly Report on Form 10-Q for the quarter ended 
         March 31, 1997, File No. 1-12297. 
*****    Incorporated herein by reference to the identically numbered exhibit 
         to the Company's Quarterly Report on Form 10-Q for the quarter ended 
         June 30, 1997, File No. 1-12297. 
******   Incorporated herein by reference to the identically numbered exhibit 
         to the Company's Quarterly Report on Form 10-Q for the quarter ended 
         September 30, 1997, File No. 1-12297. 
+        Previously filed. 

ITEM 22. UNDERTAKINGS. 
    

   Insofar as indemnification for liabilities arising under the Securities 
Act may be permitted to directors, officers and controlling persons of 
Registrants pursuant to the provisions described under Item 20 above, or 

                              II-15           

 otherwise, the Registrants have been advised that in the opinion of the 
Commission, such indemnification is against public policy as expressed in the 
Securities Act and is, therefore, unenforceable. In the event that a claim 
for indemnification against such liabilities (other than the payment by the 
Registrants of expenses incurred or paid by a director, officer or 
controlling person of the Registrants in the successful defense of any 
action, suit or proceeding) is asserted by such director, officer or 
controlling person in connection with the securities being registered, the 
Registrants will, unless in the opinion of their counsel the matter has been 
settled by controlling precedent, submit to a court of appropriate 
jurisdiction the question whether such indemnification by it is against 
public policy as expressed in the Securities Act and will be governed by the 
final adjudication of such issue. 

   
   The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to section 13(a) or section 15(d) of 
the Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such 
securities at that time shall be deemed to be the initial bona fide offering 
thereof. 
    

                              II-16           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          UNITED AUTO GROUP, INC. 

   
                                          By: /s/ Marshall S. Cogan 
                                              ------------------------------- 
                                              Marshall S. Cogan 
                                              Chairman of the Board, 
                                              Chief Executive Officer and 
                                              President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


             SIGNATURE                                 TITLE                             DATE 
- ---------------------------------  --------------------------------------------- ------------------- 

                                                                           
                 *                 Chairman of the Board, Chief Executive        November 20, 1997 
 --------------------------------- Officer and President 
         Marshall S. Cogan 

                 *                 Executive Vice President and                  November 20, 1997 
 --------------------------------- Chief Financial Officer 
          Karl H. Winters          (Principal Financial Officer) 

                 *                 Senior Vice President--Finance and            November 20, 1997 
 --------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson 

                 *                 Executive Vice President--Operations          November 20, 1997 
 --------------------------------  and Director 
          Robert H. Nelson 

                 *                 Executive Vice President--Administration and  November 20, 1997 
 --------------------------------- Director 
         Richard Sinkfield 

                 *                 Director                                      November 20, 1997 
 --------------------------------- 
        Michael R. Eisenson 

                 *                 Director                                      November 20, 1997 
 --------------------------------- 
           John J. Hannan 

                 *                 Director                                      November 20, 1997 
 --------------------------------- 
            Jules Kroll 

                 *                 Director                                      November 20, 1997 
 --------------------------------- 
           John M. Sallay 

* By/s/ Philip N. Smith, Jr. 
    ------------------------------ 
     Philip N. Smith, Jr. 
      Attorney-in-fact 

    


                              II-17           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the 
Registrants have duly caused this Amendment No. 1 to be signed on their 
behalf by the undersigned, thereunto duly authorized, in New York, New York 
on November 20, 1997. 
    

                                 UAG NORTHEAST, INC. 
                                 UAG NORTHEAST (NY), INC. 
                                 DIFEO PARTNERSHIP, INC. 
                                 DIFEO PARTNERSHIP VIII, INC. 
                                 DIFEO PARTNERSHIP IX, INC. 
                                 DIFEO PARTNERSHIP HCT, INC. 
                                 DIFEO PARTNERSHIP RCM, INC. 
                                 DIFEO PARTNERSHIP RCT, INC. 
                                 DIFEO PARTNERSHIP SCT, INC. 
                                 HUDSON TOYOTA, INC. 
                                 SOMERSET MOTORS, INC. 
                                 UNITED LANDERS, INC. 
                                 LANDERS AUTO SALES, INC. 
                                 LANDERS BUICK-PONTIAC, INC. 
                                 LANDERS UNITED AUTO GROUP, INC. 
                                 LANDERS UNITED AUTO GROUP NO. 2, INC. 
                                 LANDERS UNITED AUTO GROUP NO. 3, INC. 
                                 LANDERS UNITED AUTO GROUP NO. 4, INC. 
                                 UAG ATLANTA, INC. 
                                 ATLANTA TOYOTA, INC. 
                                 UAG ATLANTA II, INC. 
                                 UNITED NISSAN, INC., 
                                  a Georgia corporation 
                                 UAG ATLANTA III, INC. 
                                 PEACHTREE NISSAN, INC. 
                                 UAG WEST, INC. 
                                 LRP, LTD. 
                                 SA AUTOMOTIVE, LTD. 
                                 SL AUTOMOTIVE, LTD. 
                                 SCOTTSDALE AUDI, LTD. 
                                 SCOTTSDALE MANAGEMENT GROUP, LTD. 
                                 SK MOTORS, LTD. 
                                 SPA AUTOMOTIVE, LTD. 
                                 SUN BMW, LTD. 
                                 UAG ATLANTA IV, INC. 
                                 UAG ATLANTA IV MOTORS, INC. 
                                 UAG ATLANTA V, INC. 
                                 CONYERS NISSAN, INC. 
                                 UAG TENNESSEE, INC. 
                                 UNITED NISSAN, INC., 
                                  a Tennessee corporation 
                                 UAG TEXAS, INC. 
                                 UAG TEXAS II, INC. 
                                 UAG NEVADA, INC. 
                                 UNITED NISSAN, INC., 
                                  a Nevada corporation 
                                 UAG EAST, INC. 
                                 AMITY AUTO PLAZA, LTD. 
                                 AMITY NISSAN OF MASSAPEQUA, LTD. 
                                 AUTO MALL PAYROLL SERVICES, INC. 

                              II-18           

                                 AUTO MALL STORAGE, INC. 
                                 FLORIDA CHRYSLER PLYMOUTH, INC. 
                                 J&S AUTO REFINISHING, LTD. 
                                 NORTHLAKE AUTO FINISH, INC. 
                                 PALM AUTO PLAZA, INC. 
                                 WEST PALM AUTO MALL, INC. 
                                 WEST PALM INFINITI, INC. 
                                 WEST PALM NISSAN, INC. 
                                 WESTBURY NISSAN, LTD. 
                                 WESTBURY SUPERSTORE, LTD. 
                                 UAG CAROLINA, INC. 
                                 GENE REED CHEVROLET, INC. 
                                 MICHAEL CHEVROLET-OLDSMOBILE, INC. 
                                 REED LALLIER CHEVROLET, INC. 
                                 UAG ATLANTA VI, INC. 
                                 UNITED JEEP EAGLE CHRYSLER 
                                  PLYMOUTH OF STONE MOUNTAIN, INC. 
                                 UNITED AUTOCARE, INC. 
                                 UNITED AUTOCARE PRODUCTS, INC. 
                                 UAG CAPITAL MANAGEMENT, INC. 
                                 UAG FINANCE COMPANY, INC. 

   
                                 By: /s/ Marshall S. Cogan 
                                     ---------------------------------------- 
                                     Marshall S. Cogan 
                                     Chairman of the Board, 
                                     Chief Executive Officer and President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


             SIGNATURE                                 TITLE                            DATE 
- ---------------------------------  -------------------------------------------- ------------------- 
                                                                          
                 *                 Chairman of the Board, Chief Executive       November 20, 1997 
 --------------------------------- Officer and President 
         Marshall S. Cogan 

                 *                 Executive Vice President and                 November 20, 1997 
 --------------------------------- Chief Financial Officer 
          Karl H. Winters          (Principal Financial Officer) 

                 *                 Senior Vice President--Finance and           November 20, 1997 
 --------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson         and Director 

                 *                 Director                                     November 20, 1997 
 --------------------------------- 
          Robert H. Nelson 

   * By/s/ Philip N. Smith, Jr. 
    ------------------------------ 
          Philip N. Smith, Jr. 
            Attorney-in-fact 

    

                              II-19           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the 
Registrants have duly caused this Amendment No. 1 to be signed on their 
behalf by the undersigned, thereunto duly authorized, in New York, New York 
on November 20, 1997. 
    

                               DANBURY AUTO PARTNERSHIP 
                               DANBURY CHRYSLER PLYMOUTH PARTNERSHIP 
                               DIFEO BMW PARTNERSHIP 
                               DIFEO CHEVROLET-GEO PARTNERSHIP 
                               DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP 
                               DIFEO HYUNDAI PARTNERSHIP 
                               DIFEO LEASING PARTNERSHIP 
                               DIFEO NISSAN PARTNERSHIP 
                               FAIR CHEVROLET-GEO PARTNERSHIP 
                               FAIR HYUNDAI PARTNERSHIP 
                               J&F OLDSMOBILE PARTNERSHIP 

                               By DIFEO PARTNERSHIP, INC. 
                                  General Partner 

   
                                  By: /s/ Marshall S. Cogan 
                                      --------------------------------------- 
                                      Marshall S. Cogan 
                                      Chairman of the Board, 
                                      Chief Executive Officer and President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    
   


            SIGNATURE                                 TITLE                            DATE 
- --------------------------------  -------------------------------------------- ------------------- 

                                                                         
                *                 Chairman of the Board, Chief Executive       November 20, 1997 
 -------------------------------- Officer and President 
         Marshall S. Cogan 

                *                 Executive Vice President and                 November 20, 1997 
 -------------------------------- Chief Financial Officer 
          Karl H. Winters         (Principal Financial Officer) 

                *                 Senior Vice President--Finance and           November 20, 1997 
 -------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson        and Director 

                *                 Director                                     November 20, 1997 
 -------------------------------- 
         Robert H. Nelson 

* By/s/ Philip N. Smith, Jr. 
    ----------------------------- 
     Philip N. Smith, Jr. 
      Attorney-in-fact 

    

                              II-20           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          HUDSON MOTORS PARTNERSHIP 

                                          By DIFEO PARTNERSHIP HCT, INC. 
                                             General Partner 

   
                                             By: /s/ Marshall S. Cogan 
                                                 ---------------------------- 
                                                 Marshall S. Cogan 
                                                 Chairman of the Board, 
                                                 Chief Executive Officer and 
                                                 President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


            SIGNATURE                                 TITLE                            DATE 
- --------------------------------  -------------------------------------------- ------------------- 
                                                                         
                *                 Chairman of the Board, Chief Executive       November 20, 1997 
 -------------------------------- Officer and President 
         Marshall S. Cogan 

                *                 Executive Vice President and                 November 20, 1997 
 -------------------------------- Chief Financial Officer 
          Karl H. Winters         (Principal Financial Officer) 

                *                 Senior Vice President--Finance and           November 20, 1997 
 -------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson        and Director 

                *                 Director                                     November 20, 1997 
 -------------------------------- 
         Robert H. Nelson 

* By/s/ Philip N. Smith, Jr. 
    ----------------------------- 
     Philip N. Smith, Jr. 
      Attorney-in-fact 

    


                              II-21           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          OCT PARTNERSHIP 

                                          By DIFEO PARTNERSHIP VIII, INC. 
                                             General Partner 

   
                                             By: /s/ Marshall S. Cogan 
                                                 ---------------------------- 
                                                 Marshall S. Cogan 
                                                 Chairman of the Board, 
                                                 Chief Executive Officer and 
                                                 President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


            SIGNATURE                                 TITLE                            DATE 
- --------------------------------  -------------------------------------------- ------------------- 
                                                                         
                *                 Chairman of the Board, Chief Executive       November 20, 1997 
 -------------------------------- Officer and President 
         Marshall S. Cogan 

                *                 Executive Vice President and                 November 20, 1997 
 -------------------------------- Chief Financial Officer 
          Karl H. Winters         (Principal Financial Officer) 

                *                 Senior Vice President--Finance and           November 20, 1997 
 -------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson        and Director 

                *                 Director                                     November 20, 1997 
 -------------------------------- 
         Robert H. Nelson 

* By/s/ Philip N. Smith, Jr. 
    ----------------------------- 
     Philip N. Smith, Jr. 
      Attorney-in-fact 

    

                              II-22           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          OCM PARTNERSHIP 

                                          By DIFEO PARTNERSHIP IX, INC. 
                                             General Partner 

   
                                             By: /s/ Marshall S. Cogan 
                                                 ---------------------------- 
                                                 Marshall S. Cogan 
                                                 Chairman of the Board, 
                                                 Chief Executive Officer and 
                                                 President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


            SIGNATURE                                 TITLE                            DATE 
- --------------------------------  -------------------------------------------- ------------------- 
                                                                         
                *                 Chairman of the Board, Chief Executive       November 20, 1997 
 -------------------------------- Officer and President 
         Marshall S. Cogan 

                *                 Executive Vice President and                 November 20, 1997 
 -------------------------------- Chief Financial Officer 
          Karl H. Winters         (Principal Financial Officer) 

                *                 Senior Vice President--Finance and           November 20, 1997 
 -------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson        and Director 

                *                 Director                                     November 20, 1997 
 -------------------------------- 
         Robert H. Nelson 

* By/s/ Philip N. Smith, Jr. 
    ----------------------------- 
     Philip N. Smith, Jr. 
      Attorney-in-fact 

    


                              II-23           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          SOMERSET MOTORS PARTNERSHIP 

                                          By DIFEO PARTNERSHIP SCT, INC. 
                                             General Partner 

   
                                             By: /s/ Marshall S. Cogan 
                                                 ---------------------------- 
                                                 Marshall S. Cogan 
                                                 Chairman of the Board, 
                                                 Chief Executive Officer and 
                                                 President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


            SIGNATURE                                 TITLE                            DATE 
- --------------------------------  -------------------------------------------- ------------------- 
                                                                         
                *                 Chairman of the Board, Chief Executive       November 20, 1997 
 -------------------------------- Officer and President 
         Marshall S. Cogan 

                *                 Executive Vice President and                 November 20, 1997 
 -------------------------------- Chief Financial Officer 
          Karl H. Winters         (Principal Financial Officer) 

                *                 Senior Vice President--Finance and           November 20, 1997 
 -------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson        and Director 

                *                 Director                                     November 20, 1997 
 -------------------------------- 
         Robert H. Nelson 

  * By/s/ Philip N. Smith, Jr. 
    ----------------------------- 
     Philip N. Smith, Jr. 
      Attorney-in-fact 


    


                              II-24           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          COUNTY AUTO GROUP PARTNERSHIP 

                                          By DIFEO PARTNERSHIP RCT, INC. 
                                             General Partner 

   
                                             By: /s/ Marshall S. Cogan 
                                                 ---------------------------- 
                                                 Marshall S. Cogan 
                                                 Chairman of the Board, 
                                                 Chief Executive Officer and 
                                                 President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


            SIGNATURE                                 TITLE                            DATE 
- --------------------------------  -------------------------------------------- ------------------- 
                                                                         
                *                 Chairman of the Board, Chief Executive       November 20, 1997 
 -------------------------------- Officer and President 
         Marshall S. Cogan 

                *                 Executive Vice President and                 November 20, 1997 
 -------------------------------- Chief Financial Officer 
          Karl H. Winters         (Principal Financial Officer) 

                *                 Senior Vice President--Finance and           November 20, 1997 
 -------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson        and Director 

                *                 Director                                     November 20, 1997 
 -------------------------------- 
         Robert H. Nelson 

  * By/s/ Philip N. Smith, Jr. 
    ----------------------------- 
     Philip N. Smith, Jr. 
      Attorney-in-fact 


    


                              II-25           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          ROCKLAND MOTORS PARTNERSHIP 

                                          By DIFEO PARTNERSHIP RCM, INC. 
                                             General Partner 

   
                                             By: /s/ Marshall S. Cogan 
                                                 ---------------------------- 
                                                 Marshall S. Cogan 
                                                 Chairman of the Board, 
                                                 Chief Executive Officer and 
                                                 President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


             SIGNATURE                                 TITLE                            DATE 
- ---------------------------------  -------------------------------------------- ------------------- 

                                                                          
                 *                 Chairman of the Board, Chief Executive       November 20, 1997 
 --------------------------------- Officer and President 
         Marshall S. Cogan 

                 *                 Executive Vice President and                 November 20, 1997 
 --------------------------------- Chief Financial Officer 
          Karl H. Winters          (Principal Financial Officer) 

                 *                 Senior Vice President--Finance and           November 20, 1997 
 --------------------------------- Treasurer (Principal Accounting Officer) 
         James R. Davidson         and Director 

                 *                 Director                                     November 20, 1997 
 --------------------------------- 
          Robert H. Nelson 

   * By/s/ Philip N. Smith, Jr. 
    ------------------------------ 
          Philip N. Smith, Jr. 
            Attorney-in-fact 

    



                              II-26           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 
    

                                          SHANNON AUTOMOTIVE, LTD. 

                                          By UAG TEXAS II, INC. 
                                             General Partner 

   
                                             By: /s/ Marshall S. Cogan 
                                                 ---------------------------- 
                                                 Marshall S. Cogan 
                                                 Chairman of the Board, 
                                                 Chief Executive Officer and 
                                                 President 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


            SIGNATURE                                TITLE                            DATE 
- -------------------------------  -------------------------------------------- ------------------- 
                                                                        
                *                Chairman of the Board, Chief Executive       November 20, 1997 
 ------------------------------- Officer and President 
        Marshall S. Cogan 

                *                Executive Vice President and                 November 20, 1997 
 ------------------------------- Chief Financial Officer 
         Karl H. Winters         (Principal Financial Officer) 

                *                Senior Vice President--Finance and           November 20, 1997 
 ------------------------------- Treasurer (Principal Accounting Officer) 
        James R. Davidson        and Director 

                *                Director                                     November 20, 1997 
 ------------------------------- 
         Robert H. Nelson 

*By/s/Philip N. Smith, Jr. 
      -------------------------- 
      Philip N. Smith, Jr. 
      Attorney-in-fact 


    

                              II-27           

                                  SIGNATURES 

   
   Pursuant to the requirements of the Securities Act of 1933, the Registrant 
has duly caused this Amendment No. 1 to be signed on its behalf by the 
undersigned, thereunto duly authorized, in New York, New York on November 20, 
1997. 

                                          UNITEDAUTO DODGE OF 
                                           SHREVEPORT, INC. 

                                          By: /s/ Marshall S. Cogan 
                                              ------------------------------- 
                                              Marshall S. Cogan 
                                              Chairman of the Board, 
                                              Chief Executive Officer and 
                                              President 

                              POWER OF ATTORNEY 

   KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature 
appears below constitutes and appoints each of Richard Sinkfield and Philip 
N. Smith, Jr., as his true and lawful attorneys-in-fact and agents for the 
undersigned, with full power of substitution, for and in the name, place and 
stead of the undersigned to sign and file with the Securities and Exchange 
Commission under the Securities Act of 1933, as amended, (i) any and all 
pre-effective and post-effective amendments to this registration statement, 
(ii) any exhibits to any such registration statement or pre-effective or 
post-effective amendments or (iii) any and all applications and other 
documents in connection with any such registration statement or pre-effective 
or post-effective amendments, and generally to do all things and perform any 
and all acts and things whatsover requisite and necessary or desirable to 
enable the Registrant to comply with the provisions of the Securities Act of 
1933, as amended, and all requirements of the Securities and Exchange 
Commission. 

   Pursuant to the requirements of the Securities Act of 1933, this Amendment 
No. 1 has been signed by the following persons in the capacities and on the 
dates indicated. 
    

   


         SIGNATURE                             TITLE                            DATE 
- -------------------------  -------------------------------------------- ------------------- 
                                                                  
  /s/ Marshall S. Cogan    Chairman of the Board, Chief Executive       November 20, 1997 
 ------------------------- Officer and President 
     Marshall S. Cogan 

   /s/ Karl H. Winters     Executive Vice President and                 November 20, 1997 
 ------------------------- Chief Financial Officer 
      Karl H. Winters      (Principal Financial Officer) 

  /s/ James R. Davidson    Senior Vice President--Finance and           November 20, 1997 
 ------------------------- Treasurer (Principal Accounting Officer) 
     James R. Davidson     and Director 

   /s/ Robert H. Nelson    Director                                     November 20, 1997 
 ------------------------- 
      Robert H. Nelson 

    


                              II-28           

EX-3.3THROUGH3.140

                                                                      EX 3.3

                          CERTIFICATE OF INCORPORATION

                                       OF

                              UAG NORTHEAST, INC.

                                  * * * * * *



                                   ARTICLE I

         The name of the corporation (the "Corporation") is: UAG Northeast,
Inc.


                                   ARTICLE II

         The address of its registered office in the State of Delaware is 1013
Centre Road, in the City of Wilmington, County of New Castle. The name of its
registered agent at such address is The Prentice-Hall Corporation System, Inc..


                                  ARTICLE III

         The nature of the business and purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.


                                   ARTICLE IV

         The total authorized capital stock of the Corporation shall be one
hundred (100) shares of Common Stock, par value $0.01 per share.


                                   ARTICLE V

         The name and mailing address of the incorporator is as follows:

                   Chan H. Lee
                   Willkie Farr & Gallagher
                   One Citicorp Center
                   153 East 53rd Street
                   New York, New York  10022



                                   ARTICLE VI

         The Corporation is to have perpetual existence.


                                  ARTICLE VII

         In furtherance and not in limitation of the powers conferred by
statute, the By-Laws of the Corporation may be made, altered, amended or
repealed by the stockholders or by the Board of Directors.


                                  ARTICLE VIII

         Elections of directors need not be by written ballot.


                                   ARTICLE IX

         The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Delaware any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, trustee, employee or agent or in any
other capacity with another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director or officer of the Corporation) or may (in the case of any action, suit
or proceeding against a trustee, employee or agent) be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding as
authorized by the Board upon receipt of an undertaking by or on behalf of the
indemnified person to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized in
this Article.

                                      -2-


         The indemnification and other rights set forth in this Article shall
not be exclusive of any provisions with respect thereto in the By-Laws or any
other contract or agreement between the Corporation and any officer, director,
employee or agent of the Corporation.

         Neither the amendment nor repeal of this Article nor the adoption of
any provision of this Certificate of Incorporation inconsistent with Article
shall eliminate or reduce the effect of this Article in respect of any matter
occurring before such amendment, repeal or adoption of an inconsistent
provision or in respect of any cause of action, suit or claim relating to any
such matter which would have given rise to a right of indemnification or right
to receive expenses pursuant to this Article if such provision had not been so
amended or repealed or if a provision inconsistent therewith had not been so
adopted.


                                   ARTICLE X

         No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (A) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or
any amendment thereto or successor provision thereto, or (B) shall be liable by
reason that, in addition to any and all other requirements for liability, he:

                   (i) shall have breached his duty of loyalty to the
         Corporation or its stockholders;

                   (ii) shall not have acted in good faith or, in failing to
         act, shall not have acted in good faith;

                   (iii) shall have acted in a manner involving intentional
         misconduct or a knowing violation of law or, in failing to act, shall
         have acted in a manner involving intentional misconduct or a knowing
         violation of law; or

                   (iv) shall have derived an improper personal benefit.

         If the General Corporation Law of the State of Delaware is amended
after the date of the filing of this Certificate of Incorporation 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 General
Corporation Law of the State of Delaware, as so amended.

                                      -3-


                                   ARTICLE XI

         Meetings of stockholders may be held within or without the State of
Delaware, as the By-Laws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.


                                  ARTICLE XII

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


         THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purposes of forming a corporation pursuant to the General Corporation Law of
the State of Delaware makes this Certificate, hereby declaring and certifying
that this is his act and deed and the facts herein stated are true and,
accordingly, has hereunto set his hand this 29th day of May, 1996.


                                               /s/ Chan H. Lee
                                            ---------------------
                                                 Chan H. Lee
                                                 Incorporator

                                      -4-


                                                           EX-3.4

                                     BYLAWS
                                       OF
                              UAG NORTHEAST, INC.

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

                                   Article I.

                                  Stockholders


         Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Delaware, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

         Section 1.2. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by the Board of Directors, or
by a committee of the Board of Directors which has been duly designated by the
Board of Directors, and whose powers and authority, as expressly provided in a
resolution of the Board of Directors, include the power to call such meetings,
but such special meetings may not be called by any other person or persons.

         Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Unless otherwise provided by law, the written notice of any meeting
shall be given not less than ten nor more than sixty days before the date of
the meeting to each stockholder entitled to vote at such meeting. If mailed,
such notice shall be deemed to be given when deposited in the mail, postage
prepaid, directed to the stockholder at his address as it appears on the
records of the corporation.

         Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the
meeting and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. If the adjournment is
for more than thirty days, or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given to each stockholder of record entitled to vote at the meeting.



         Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the corporation's Certificate of Incorporation
(the "Certificate of Incorporation") or these Bylaws, the holders of a majority
of the votes represented by the outstanding shares of stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
Bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held, by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of
the corporation to vote stock, including but not limited to its own stock, held
by it in a fiduciary capacity.

         Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 1.7. Voting; Proxies. Except as otherwise provided by the
Certificate of Incorporation, each stockholder entitled to vote at any meetings
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after three years from its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is irrevocable
and if, and only as long as, it is coupled with an interest sufficient in law
to support an irrevocable power. A stockholder may revoke any proxy which is
not irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or another duly executed proxy bearing
a later date with the Secretary of the corporation. Voting at meetings of
stockholders need not be by written ballot and need not be conducted by
inspectors unless the holders of a majority of the votes represented by the
outstanding shares of all classes of stock entitled to vote thereon present in
person or by proxy at such meeting shall so determine. At all meetings of
stockholders for the election of directors a plurality of the votes cast shall
be sufficient to elect. All other elections and questions shall, unless
otherwise provided by law or by the Certificate of Incorporation or these
Bylaws, be decided by the vote of the

                                      -2-


holders of a majority of the votes represented by the shares of stock entitled
to vote thereon present in person or represented by proxy at such meeting.

         Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the Board
of Directors and which record date: (1) in the case of determination of
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, shall not be more than sixty nor less than ten days before the date of
such meeting; (2) in the case of determination of stockholders entitled to
express consent to corporate action in writing without a meeting, shall not be
more than ten days from the date upon which the resolution fixing the record
date is adopted by the Board of Directors; and (3) in the case of any other
action, shall not be more than sixty days prior to such other action. If no
record date is fixed: (1) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; (2) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
when no prior action of the Board of Directors is required by law, shall be the
first date on which a signed written consent setting forth the action taken or
proposed to be taken is delivered to the corporation in accordance with
applicable law, or, if prior action by the Board of Directors is required by
law, shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action; and (3) the record
date for determining stockholders for any other purpose shall be at the close
of business on the day on which the Board of Directors adopts the resolution
relating thereto. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.

         Section 1.9. List of Stockholders Entitled to Vote. The Secretary
shall prepare and make, at least ten days before every meeting of stockholders,
a complete list of the stockholders entitled to vote at the meeting, arranged
in alphabetical order, and showing the address of each stockholder and the
number and type of shares registered in the name of each stockholder. Such

                                      -3-


list shall be open to the examination of any stockholder for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any stockholder who is
present. Upon the willful neglect or refusal of the directors to produce such a
list at any meeting of the election of directors, they shall be ineligible for
election to any office at such meeting. The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list of stockholders or the books of the corporation, or to vote in person
or by proxy at any meeting of stockholders.

         Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted. Prompt notice of
the taking of the corporate action without a meeting by less than unanimous
written consent shall be given to those stockholders who have not consented in
writing.


                                  Article II.

                               Board of Directors


         Section 2.1. Number; Qualifications; Advisory Directors. The Board of
Directors shall consist of one or more members, as set forth in the Certificate
of Incorporation determined from time to time by resolution of the Board of
Directors. Directors need not be stockholders. The Board of Directors may
appoint one or more Advisory Directors who may participate in meetings of the
Board but who shall not be entitled to vote on any matters before the Board.

         Section 2.2. Election; Resignation; Removal; Vacancies. The Board of
Directors shall initially consist of the persons named as Directors in the
Certificate of Incorporation, and each Director so elected shall hold office
until the next annual meeting of stockholders or until his successor is elected
and has qualified. At the next annual meeting of stockholders and at each
annual meeting thereafter, the stockholders, as provided in the Certificate of
Incorporation, shall elect Directors each of whom shall hold office for a term
of one year or until his

                                      -4-


successor is elected and qualified. Any Director may resign at any time upon
written notice to the corporation.

         Section 2.3. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Delaware
and at such times as the Board of Directors may from time to time determine,
and if so determined, notices thereof need not be given.

         Section 2.4. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Delaware whenever called by the President, any Vice President, the Secretary,
or by any member of the Board of Directors. Reasonable notice thereof shall be
given by the person or persons calling the meeting.

         Section 2.5. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting.

         Section 2.6. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board shall constitute a quorum for
the transaction of business. Except in cases in which the Certificate of
Incorporation or these Bylaws otherwise provide, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

         Section 2.7. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
their absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 2.8. Informal Action by Directors. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, may be taken without a meeting if all members of the Board
of such committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.

                                      -5-


                                  Article III.

                                   Committees


         Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of a member of the committee,
the member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in place of any
such absent or disqualified member. Any such committee, to the extent provided
in the resolution of the Board of Directors, shall have and may exercise all
the powers and authority of the Board of Directors in the management of the
business and affairs of the corporation, and may authorize the seal of the
corporation to be affixed to all papers which may require it; but no such
committee shall have the power or authority in reference to amending the
Certificate of Incorporation, adopting an agreement of merger or consolidation
under Sections 251 or 252 of the General Corporation Law of the State of
Delaware, recommending to the stockholders the sale, lease or exchange of all
or substantially all of the corporation's property and assets, recommending to
the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending these Bylaws; and unless the resolution or the
Certificate of Incorporation expressly so provides, no such committee shall
have the power or authority to declare a dividend, to authorize the issuance of
stock, or to adopt a certificate of ownership and merger pursuant to Section
253 of the General Corporation Law of the State of Delaware.

         Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.


                                  Article IV.

                                    Officers


         Section 4.1. Executive Officers; Election; Qualification; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice Chairman of the Board from among its members. The Board of
Directors may also choose one or more executive officers having

                                      -6-


such titles as the Board may deem appropriate, including but not limited to,
Vice Presidents, Assistant Secretaries, Managing Directors, one Treasurer and
one or more Assistant Treasurers. Each such officer shall hold office until the
first meeting of the Board of Directors after the annual meeting of
stockholders next succeeding his election, and until his successor is elected
and qualified or until his earlier resignation or removal. Any officer may
resign at any time upon written notice to the corporation. The Board of
Directors may remove any officer with or without cause at any time, but such
removal shall be without prejudice to the contractual rights of such officer,
if any, with the corporation. Any number of offices may be held by the same
person. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise may be filled for the unexpired portion of
the term by the Board of Directors at any regular or special meeting.

         Section 4.2. Powers and Duties of Executive Officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
duties.


                                   Article V.

                                     Stock


         Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him in the corporation. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the
date of issue.

         Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of
New Certificates. The corporation may issue a new certificate of stock in the
place of any certificate theretofore issued by it, alleged to have been lost,
stolen or destroyed, and the corporation may require the owner of the lost,
stolen or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft

                                      -7-


or destruction of any such certificate or the issuance of such new certificate.


                                  Article VI.

                                Indemnification


         Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director, advisory director or officer of the
corporation or any of its direct or indirect foreign subsidiaries or is or was
serving at the request of the corporation as a director, advisory director or
officer of another corporation or of a partnership, joint venture, trust,
enterprise or non-profit entity, including service with respect to employee
benefit plans, against all liability and loss suffered and expenses reasonably
incurred by such person. The corporation shall be required to indemnify a
person in connection with a proceeding initiated by such person only if the
proceeding was authorized by the Board of Directors of the corporation.

         Section 6.2. Prepayment of Expenses. The corporation shall pay the
expenses incurred in defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director, advisory director or officer in his capacity as such in advance of
the final disposition of the proceeding shall be made only upon receipt of an
undertaking by the director or officer to repay all amounts advanced if it
should be ultimately determined that the director, advisory director or officer
is not entitled to be indemnified under this Article VI or otherwise.

         Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article VI is not paid in full within ninety days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expenses of prosecuting such
claim. In any such action the corporation shall have the burden of proving that
the claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

         Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
Certificate of

                                      -8-


Incorporation, these Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise.

         Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a
director, advisory director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, enterprise or non-profit entity
shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.

         Section 6.6. Amendment or Repeal. Any repeal or modification of the
foregoing provisions of this Article VI shall not adversely affect any right or
protection hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.


                                  Article VII.

                                 Miscellaneous


         Section 7.1. Fiscal Year. The fiscal year of the corporation shall
begin on January 1 and end on December 31, or such other period as may be
determined by resolution of the Board of Directors.

         Section 7.2. Seal. The corporate seal shall have the name of the
corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.

         Section 7.3. Waiver of Notice of Meetings of Stockholders, Directors
and Committees. Any written waiver of notice, signed by the person entitled to
notice, whether before or after the time stated therein, shall be deemed
equivalent to notice. Attendance of a person at a meeting shall constitute a
waiver of notice of such meeting, except when the person attends a meeting for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of any
regular or special meeting of the stockholders, directors, or members of a
committee of directors need be specified in any written waiver of notice.

         Section 7.4. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers of a
corporation, partnership, association, or other organization or entity in which
one or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or
solely because

                                      -9-


his or their votes are counted for such purpose, if: (1) the material facts as
to his relationship or interest and as to the contract or transaction are
disclosed or are known to the Board of Directors or the committee, and the
Board or committee in good faith authorizes the contract or transaction by the
affirmative votes of a majority of the disinterested directors, even though the
disinterested directors be less than a quorum; or (2) the material facts as to
his relationship or interest and as to the contract or transaction are
disclosed or are known to the stockholders entitled to vote thereon, and the
contract or transaction is specifically approved in good faith by vote of the
stockholders; or (3) the contract or transaction is fair as to the corporation
as of the time it is authorized, approved or ratified, by the Board of
Directors, a committee thereof, or the stockholders. Common or interested
directors may be counted in determining the presence of a quorum at a meeting
of the Board of Directors or of a committee which authorizes the contract or
transaction.

         Section 7.5. Form of Records. Any records maintained by the
corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         Section 7.6. Amendment of Bylaws. These Bylaws may be altered or
repealed, and new Bylaws made, as provided in the Certificate of Incorporation
or, in the absence of provision therein, by the Board of Directors.

                                     -10-


                                                                      EX 3.5

                          CERTIFICATE OF INCORPORATION

                                       OF

                            UAG NORTHEAST (NY), INC.

                            UNDER SECTION 402 OF THE
                            BUSINESS CORPORATION LAW

                                   * * * * *

         THE UNDERSIGNED, being the age of eighteen years or over, for the
purpose of forming a corporation pursuant to Section 402 of the Business
Corporation Law of New York, do hereby certify:

         First: The name of the Corporation is: UAG Northeast (NY), Inc.

         Second: The purpose for which the Corporation is formed is to engage
in any lawful act or activity for which corporations may be organized under the
Business Corporation Law, provided that the Corporation may not engage in any
act or activity requiring the consent or approval of any state official,
department, board, agency or other body, without such consent or approval first
being obtained.

         Third: The office of the Corporation is to be located in the County of
New York, State of New York.

         Fourth: The aggregate number of shares which the Corporation shall
have authority to issue is one hundred (100) shares of Common Stock, having a
par value of one one-hundredth of one dollar ($0.01) each.

         Fifth: Whenever shareholders are required or permitted to take any
action by vote, such action may be taken without a meeting on written consent,
setting forth the action so taken,



signed by the holders of that percentage of the Shares entitled to vote thereon
that would be necessary to take such action at a meeting of Shareholders.

         Sixth: The Secretary of State is designated as the agent of the
Corporation upon whom process against the corporation may be served. The post
office address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him is: c/o The Prentice Hall Corporation
System, 500 Central Avenue, Albany, New York 12206.

         Seventh: The name and address of the registered agent which is to be
the agent of the Corporation upon whom process against it may be served is The
Prentice Hall Corporation System, 500 Central Avenue, Albany, New York 12206.

         Eighth: Any one or more members of the Board of Directors of the
Corporation or of any committee thereof may participate in a meeting of said
Board or of any such committee by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time.

         Ninth: The Corporation shall, to the fullest extent permitted by
Article 7 of the Business Corporation Law of the State of New York, as the same
may be amended and supplemented, indemnify any and all persons whom it shall
have power to indemnify under said Article from and against any and all of the
expenses, liabilities, or other matters referred to in or covered by said
Article, and the indemnification provided for herein shall not be deemed
exclusive of any other rights to which any

                                      -2-


person may be entitled under any By-Law, resolution of shareholders, resolution
of directors, agreement, or otherwise, as permitted by said Article, as to
action in any capacity in which he served at the request of the corporation.

         IN WITNESS WHEREOF, the undersigned has made and signed this
Certificate of Incorporation this 24th day of October, 1996 and affirms the
statements contained therein as true under penalties of perjury.


                                            /s/ Jeffrey B. Schwartz
                                            -------------------------
                                            Jeffrey B. Schwartz
                                            Willkie Farr & Gallagher
                                            One Citicorp Center
                                            153 East 53rd Street
                                            New York, New York 10022

                                      -3-


                             CERTIFICATE OF CHANGE

                                       OF

                            UAG NORTHEAST (NY), INC.

             (Under Section 805-A of the Business Corporation Law)























Anne Grigorakos
THE PRENTICE-HALL CORPORATION SYSTEM, INC.
375 Hudson Street, 11th Floor
New York, New York 10014

                                      -4-


                             Certificate of Change
                                       of
                            UAG NORTHEAST (NY), INC.

             (Under Section 805-A of the Business Corporation Law)


         FIRST:  The name of the corporation (the "corporation") is

                            UAG NORTHEAST (NY), INC.

         SECOND: The certificate of incorporation of the corporation was filed
by the Department of State on

                                   10-25-1996

         THIRD: The certificate of incorporation of the corporation is hereby
changed, so as to change the post office address to which the Secretary of
State of New York shall mail a copy of any process against the corporation
served upon said Secretary of State and to change the address of the registered
agent; and to accomplish said changes, the statements in the certificate of
incorporation relating to said post office address and the designation of
registered agent are hereby stricken and the following statements are
substituted in lieu thereof:

              "The post office address within the State of New York to which
              the Secretary of State of New York shall mail a copy of any
              process against the corporation served upon him is
              c/o THE PRENTICE-HALL CORPORATION SYSTEM, INC. 80 State Street,
              Albany, New York 12207"

              "The name and the address of the registered agent of the
              corporation are THE PRENTICE-HALL CORPORATION SYSTEM, INC. 80
              State Street, Albany, New York 12207. Said registered agent is to
              be the agent upon which process against the corporation may be
              served."

         FOURTH: A notice of the proposed changes was mailed by the undersigned
to the corporation not less than 30 days prior to the date of the delivery of
this certificate to the Department of



State and the corporation has not objected thereto. The person signing this
certificate is the agent of the corporation to whose address the Secretary of
State of New York is required to mail copies of process and the registered
agent of the corporation.

         IN WITNESS WHEREOF, we have subscribed this document on the date set
forth below and do hereby affirm, under the penalties of perjury, that the
statements contained therein have been examined by us and are true and correct.


Date:  March 3, 1997


                                       THE PRENTICE-HALL CORPORATION SYSTEM



                                       /s/ William G. Popeo
                                       -----------------------------------
                                       William G. Popeo, Vice President


                                       /s/ John H. Pelletier
                                       -----------------------------------
                                       John H. Pelletier, Asst. Secretary

                                      -2-



                                                                 EX-3.6

                            UAG Northeast (NY), Inc.
                       Incorporated Under the Laws of the
                               State of New York

                                    BY-LAWS

                                   ARTICLE I
                                    OFFICES

         The principal office of UAG Northeast (NY), Inc. (the "Corporation")
shall be located in the City of New York, County of New York, State of New
York. The Corporation may also have such other offices at such other places,
either within or without the State of New York, as the Board of Directors may
from time to time designate or the business of the Corporation may require.

                                   ARTICLE II
                                  SHAREHOLDERS

         Section 1. Annual Meeting. The annual meeting of shareholders for the
election of directors and the transaction of any other business shall be held
in such City and State and at such time and place as may be designated by the
Board of Directors, and set forth in the notice of such meeting. If said day be
a legal holiday, said meeting shall be held on the next succeeding business
day. At the annual meeting any business may be transacted and any corporate
action may be taken, whether stated in the notice of meeting or not, except as
otherwise expressly provided by statute or the Certificate of Incorporation.

         Section 2. Special Meetings. Special meetings of the shareholders for
any purpose may be called at any time by the Board of Directors, or by a
committee of the Board of Directors, duly designated by the Board of Directors,
and whose power and authority, as expressly provided in a resolution of the
Board of Directors, include the power to call such meetings, but such special
meetings may not be called by any other person or persons. Special meetings
shall be held at such place or places within or without the State of New York
as shall from time to time be designated by the Board of Directors and stated
in the notice of such meeting. At a special meeting no business shall be
transacted and no corporate action shall be taken other than that stated in the
notice of the meeting.

         Section 3. Notice of Meetings. Written notice of the time and place of
any shareholder's meeting, whether annual or special, shall be given to each
shareholder entitled to vote thereat, by mailing the same to him at this
address as the same appears upon the records of the Corporation at least ten
days nor more than fifty days before the day of the meeting. Notice of any
adjourned meeting need not be given other than by announcement at the meeting
so adjourned, unless otherwise



ordered in connection with such adjournment. Such further notice, if any, shall
be given as may be required by law.

         Section 4. Waiver of Notice. Notice of Meeting need not be given to
any shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting before the conclusion of the
meeting the lack of notice of such meeting, shall constitute a waiver of notice
by him.

         Section 5. Quorum. Any number of shareholders, together holding at
least a majority of the capital stock of the Corporation issued and outstanding
and entitled to vote, who shall be present in person or represented by proxy at
any meeting duly called, shall constitute a quorum for the transaction of all
business.

         Section 6. Adjournment of Meetings. If less than a quorum shall attend
at the time for which a meeting shall have been called, the meeting may adjourn
from time to time by a majority vote of the shareholders present or represented
by proxy and entitled to vote, without notice other than by announcement at the
meeting until a quorum shall attend. Any meeting at which a quorum is present
may also be adjourned in like manner and for such time or upon such call as may
be determined by a majority vote of the shareholders present or represented by
proxy and entitled to vote. At any adjourned meeting at which a quorum shall be
present, any business may be transacted and any corporate action may be taken
which might have been transacted at the meeting as originally called.

         Section 7. Voting List. The Secretary shall prepare and make, at least
ten days before every election of directors, a complete list of the
shareholders entitled to vote, arranged in alphabetical order. Such list shall
be open at the place where the election is to be held for said ten days, to the
examination of any shareholder, and shall be produced and kept at the time and
place of the election during the whole time thereof, and subject to the
inspection of any shareholder who may be present.

         Section 8. Voting. Each shareholder entitled to vote at any meeting
may vote either in person or by proxy, but no proxy shall be voted on or after
eleven months from its date, unless said proxy provides for a longer period.
Each shareholder entitled to vote shall at every meeting of the shareholders be
entitled to one vote for each share of stock registered in his name on the
books of the Corporation, provided, however, that, except where the transfer
books of the Corporation shall have been closed or a date shall have been fixed
as a record date for the determination of its shareholders entitled to vote, as
hereinafter provided, no share of stock shall be voted on at any election for
directors which shall have been transferred on the books of the Corporation
within twenty days next preceding such

                                      -2-


election of directors. At all meetings of shareholders all matters, except as
otherwise provided by statute, shall be determined by a majority vote of the
shareholders present or represented by proxy and entitled to vote.

         Section 9. Record Date of Shareholders. The Board of Directors is
authorized to fix in advance a date not exceeding fifty days nor less than ten
days preceding the date of any meeting of shareholders, or the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of capital stock shall go into
effect, or a date in connection with obtaining the consent of shareholders for
any purposes as a record date for the determination of the shareholders
entitled to notice of, and to vote at, any such meeting, and any adjournment
thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change,
conversion or exchange of capital stock, or to give such consent, and, in such
case, such shareholders and only such shareholders as shall be shareholders of
records on the date so fixed shall be entitled to such notice of, and to vote
at, such meeting, and any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment or rights, or to exercise such rights,
or to give such consent, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation, after such record date fixed as
aforesaid.

         Section 10. Conduct of Meetings. The Chairman of the Board of
Directors or, in his absence the President or any Vice President designated by
the Chairman of the Board, shall preside at all regular or special meetings of
shareholders. To the maximum extent permitted by law, such presiding person
shall have the power to set procedural rules, including but not limited to
rules respecting the time allotted to shareholders to speak, governing all
aspects of the conduct of such meetings.


                                  ARTICLE III
                                   DIRECTORS

         Section 1. Number and Qualifications. The board of directors shall
consist initially of three directors (except that where all shares of the
Corporation are owned beneficially and of record by less than three
shareholders, the number of directors may be less than three but not less than
the number of shareholders), and thereafter shall consist of such greater
number as may be fixed from time to time by resolution of the Board. The
directors need not be shareholders.

         Section 2. Election of Directors. The directors shall be elected by
the shareholders at the annual meeting of shareholders.

                                      -3-


         Section 3. Duration of Office. The directors chosen at any annual
meeting shall, except as hereinafter provided, hold office until the next
annual election and until the election and qualification of their successors.

         Section 4. Removal and Resignation of Directors. Any director may be
removed from the Board of Directors, with or without cause, by the holders of a
majority of the shares of capital stock entitled to vote, at any special
meeting of the shareholders called for that purpose, and the office of such
director shall forthwith become vacant. Any director may be removed from the
Board of Directors, with cause, by a majority of the Board of Directors at any
special meeting of the Board of Directors called for that purpose.

         Any director may resign at any time. Such resignation shall take
effect at the time specified therein, and if no time be specified, at the time
of its receipt by the President or Secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless so specified therein.

         Section 5. Filling of Vacancies. Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by a majority of the
remaining directors, though less than a quorum, provided, however, that the
shareholders removing any director may at the same meeting fill the vacancy
caused by such removal, and provided further, that if the directors fail to
fill any such vacancy, the shareholders may at any special meeting called for
that purpose fill such vacancy. In case of any increase in the number of
directors, the additional directors may be elected by the directors in office
prior to such increase.

         Any person elected to fill a vacancy shall hold office, subject to the
right of removal as hereinbefore provided, until the next annual election and
until the election and qualification of his successor.

         Section 6. Regular Meetings. The Board of Directors shall hold an
annual meeting for the purpose of organization and the transaction of any
business immediately after the annual meeting of the shareholders, provided a
quorum is present. Other regular meetings may be held at such times as may be
determined from time to time by resolution of the Board of Directors.

         Section 7. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board of Directors, if any, or
by the President.

         Section 8. Notice and Place of Meetings. Regular meetings of the Board
of Directors may be held without notice at the principal office of the
Corporation, or at such place as shall be designated by the Board of Directors.
Notice shall be required for any special meeting, and, except as the Board of
Directors may otherwise determine by resolution, shall either be

                                      -4-


mailed or sent by cable to each director addressed to him at his residence or
usual place of business at least five days before the day on which the meeting
is to be held. No notice of the annual meeting shall be required if held
immediately after the annual meeting of the shareholders and if a quorum is
present.

         Notice of a meeting need not be given to any Director who submits a
signed waiver before or after the meeting, nor to any Director who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice.

         Section 9. Business Transacted at Meetings. Any business may be
transacted and any corporate action may be taken at any regular or special
meeting of the Board of Directors at which a quorum shall be present, whether
such business or proposed action be stated in the notice of such meeting or
not, unless special notice of such business or proposed action shall be
required by statute.

         Section 10. Quorum. A majority of the Board of Directors at any time
in office, shall constitute a quorum. At any meeting at which a quorum is
present, the vote of a majority of the members present shall be the act of the
Board of Directors unless the act of a greater number is required by law, the
Certificate of Incorporation or these by-laws. If a quorum is not present at
the meeting of the Board of Directors, a majority of the Directors may adjourn
the meeting to such time and place as they may determine without notice other
than announcement at the meeting until enough Directors to constitute a quorum
shall attend. When a quorum is once present to organize a meeting, it is not
broken by the subsequent withdrawal of any Directors.

         Section 11. Action Without A Meeting. Any action required or permitted
to be taken by the Board of Directors or any committee thereof may be taken
without a meeting if all members of the Board or the committee consent in
writing to the adoption of a resolution authorizing the action. The resolution
and the written consents thereto by the members of the Board or committee shall
be filed with the minutes of the proceedings of the Board or committee.

         Section 12. Participation By Telephone or By Other Electronic Media.
Any one or more members of the Board or any committee thereof may participate
in a meeting of the Board or such committee by means of a conference telephone
or similar communications equipment allowing all persons participating in the
meeting to hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.

         Section 13. Compensation. The Board of Directors may establish by
resolution reasonable compensation of all directors for services to the
Corporation as directors, including a fixed fee, if any, incurred in attending
each meeting. Nothing herein contained shall preclude any director from serving
the

                                      -5-


Corporation in any other capacity, as an officer, agent or otherwise, and
receiving compensation therefor.


                                   ARTICLE IV
                                   COMMITTEES

         Section 1. Executive Committee. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate two or more of
their number to constitute an Executive Committee to hold office during the
pleasure of the Board, which Committee shall, during the intervals between
meetings of the Board of Directors, have and exercise all of the powers of the
Board of Directors in the management of the business and affairs of the
Corporation, subject only to such restrictions or limitations as the Board of
Directors may from time to time specify, or as limited by the New York Business
Corporation Law, and shall have power to authorize the seal of the Corporation
to be affixed to all papers which may require it.

         Any member of the Executive Committee may be removed at any time, with
or without cause, by a resolution of a majority of the whole Board of
Directors.

         Any person ceasing to be a director shall ipso facto cease to be a
member of the Executive Committee.

         Any vacancy in the Executive Committee occurring from any cause
whatsoever may be filled from among the directors by a resolution of a majority
of the whole Board of Directors.

         Section 2. Other Committees. Other committees, whose members need not
be directors, may be appointed by the Board of Directors, which committees
shall hold office for such time and have such powers and perform such duties as
may from time to time be assigned to them by the Board of Directors or the
committee or officer appointing them.

         Any member of such a committee may be removed at any time, with or
without cause, by the Board of Directors or the committee or officer appointing
such committee. Any vacancy in a committee occurring from any cause whatsoever
may be filled by the Board of Directors or the committee or officer appointing
such committee.

         Section 3. Resignation. Any member of a committee may resign at any
time. Such resignation shall be made in writing and shall take effect at the
time specified therein, or, if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary to make it effective unless so specified therein.

         Section 4. Quorum. A majority of the members of a committee shall
constitute a quorum. The act of a majority of

                                      -6-


the members of a committee present at any meeting at which a quorum is present
shall be the act of such committee. The members of a committee shall act only
as a committee, and the individual members thereof shall have no powers as
such.

         Section 5. Record of Proceedings. Each committee shall keep a record
of its acts and proceedings, and shall report the same to the Board of
Directors when and as required by the Board of Directors.

         Section 6. Organization, Meetings, Notices. A committee may hold its
meetings at the principal office of the Corporation, or at any other place
which majority of the committee may at any time agree upon. Each committee may
make such rules as it may deem expedient for the regulation and carrying on of
its meetings and proceedings. Unless otherwise ordered by the Executive
Committee, any notice of a meeting of such Committee may be given by the
Secretary or by the chairman of the Committee and shall be sufficiently given
if mailed to each member at his residence or usual place of business at least
two days before the day on which the meeting is to be held, or if sent to him
at such place by telegraph or cable, or delivered personally or by telephone
not later than 24 hours before the times at which the meeting is to be held.

         Section 7. Compensation. The members of any committee shall be
entitled to such compensation as may be allowed them by resolution of the Board
of Directors.


                                   ARTICLE V
                                    OFFICERS

         Section 1. Number. The officers of the Corporation shall be a
President, one or more Vice Presidents, a Secretary and a Treasurer, and such
other officers as may be appointed in accordance with the provisions of Section
3 of this Article V. The Board of Directors in its discretion may also elect a
Chairman of the Board of Directors.

         Section 2. Election, Term of Office and Qualifications. The officers,
except as provided in Section 3 of this Article V, shall be chosen annually by
the Board of Directors. Each such officer shall, except as herein otherwise
provided, hold office until his successor shall have been chosen and shall
qualify. Any two or more offices may be held by the same person except the
offices of the President and Secretary.

         Section 3. Other Officers. Other officers, including one or more vice
presidents, assistant secretaries or assistant treasurers, may from time to
time be appointed by the Board of Directors, which other officers shall have
such powers and perform such duties as may be assigned to them by the Board of
Directors or the officer or committee appointing them.

                                      -7-


         Section 4. Removal of Officers. Any officer of the Corporation may be
removed from office, with or without cause, by a vote of a majority of the
Board of Directors.

         Section 5. Resignation. Any officer of the Corporation may resign at
any time. Such resignation shall be in writing and shall take effect at the
time specified therein, and if no time be specified, at the time of its receipt
by the President or Secretary. The acceptance of a resignation shall not be
necessary in order to make it effective, unless so specified therein.

         Section 6. Filling of Vacancies. A vacancy in any office shall be
filled by the Board of Directors.

         Section 7. Compensation. The compensation of the officers shall be
fixed by the Board of Directors, or by any committee upon whom power in that
regard may be conferred by the Board of Directors.

         Section 8. Chairman of the Board of Directors. The Chairman of the
Board of Directors, if any, shall be a director and shall preside at all
meetings of the Board of Directors and of the shareholders at which he shall be
present. He shall have such power and perform such duties as may from time to
time be assigned to him by the Board of Directors.

         Section 9. President. The President shall have the general direction
of the business affairs and property of the Corporation, and of its several
Officers, and shall have and exercise all such powers and discharge such duties
as usually pertain to the office of President. He shall have responsibility for
the day-to-day affairs of the Corporation subject to the control of the Board
of Directors. He shall perform such duties as may be assigned to him from time
to time by the Board of Directors and shall, in the absence of the Chairman of
the Board, if any, perform and carry out the functions of the Chairman of the
Board.

         Section 10. Vice Presidents. The Vice Presidents, if any, shall,
subject to the direction of the Board of Directors, at the request of the
President or in his absence, or in case of his inability to perform his duties
from any cause, perform the duties of the President, and, when so acting, shall
have all the powers of, and be subject to all restrictions upon, the President.
The Vice Presidents shall also perform such other duties as may be assigned to
them by the Board of Directors, and the Board of Directors may determine the
order of priority among them.

         Section 11. Secretary. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the shareholders and record all votes
and minutes of all proceedings

                                      -8-


in a book to be kept for that purpose, and shall perform like duties for any
committee appointed by the Board. He shall give or cause to be given notice of
all meetings of shareholders and special meetings of the Board of Directors and
shall perform such other duties as may be prescribed by the Board of Directors.
He shall keep in safe custody the seal of the Corporation and affix it to any
instrument when authorized by the Board of Directors.

         Section 12. Treasurer. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the Corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the Corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the Corporation as may be ordered by
the Board, taking proper vouchers for such disbursements, and shall render to
the president and directors at the regular meetings of the Board, or whenever
they may require it, an account of all his transactions as Treasurer and of the
financial condition of the Corporation.


                                   ARTICLE VI
                                 CAPITAL STOCK

         Section 1. Issue of Certificate of Stock. Certificates of capital
stock shall be in such form as shall be approved by the Board of Directors.
They shall be numbered in the order of their issue, shall set forth thereon the
statements prescribed by Section 508, and, where applicable, by Sections 505,
616, 620, 709 and 1002 of the Business Corporation Law and by any other
applicable provision of law and shall be signed by the President or any Vice
President, and the Secretary or any Assistant Secretary or the Treasurer or any
Assistant Treasurer, and the seal of the Corporation or a facsimile thereof
shall be impressed or affixed or reproduced thereon. In case any officer or
officers who shall have signed any such certificate or certificates shall cease
to be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be adopted by the Corporation and be issued and delivered as
though the person or persons who signed such certificate or certificates have
not ceased to be such officer or officers of the Corporation.

         Section 2. Registration and Transfer of Shares. The name of each
person owning a share of the capital stock of the Corporation shall be entered
on the books of the Corporation together with the number of shares held by him,
the numbers of the certificates covering such shares and the dates of issue of
such certificates. The shares of stock of the Corporation shall be transferable
on the books of the Corporation by the holders thereof in person, or by their
duly authorized attorneys or legal

                                      -9-


representatives, on surrender and cancellation of certificates for a like
number of shares, accompanied by an assignment of power of transfer endorsed
thereon or attached thereto, duly executed, and with such proof of the
authenticity of the signature as the Corporation or its agents may reasonably
require. A record shall be made of each transfer.

         The Board of Directors may make other and further rules and
regulations concerning the transfer and registration of certificates for stock.

         Section 3. Lost, Destroyed and Mutilated Certificates. The holder of
any stock of the Corporation shall immediately notify the Corporation of any
loss, theft, destruction or mutilation of the certificate therefor. The
Corporation may issue a new certificate of stock in the place of any
certificate theretofore issued by it alleged to have been lost, stolen or
destroyed, and the Board of Directors may, in its discretion and as a precedent
to the issuance thereof, require the owner of such lost, stolen or destroyed
certificate, or his legal representatives, to give the Corporation a bond, in
such sum not exceeding double the value of the stock and with such surety or
sureties as they may require, to indemnify it against any claim that may be
made against it by reason of the issue of such new certificate and against all
other liability in the premises, or may remit such owner to such remedy or
remedies as he may have under the laws of the State of New York.


                                  ARTICLE VII
                             DIVIDENDS AND SURPLUS

         Section 1. General Discretion of Directors. The Board of Directors
shall have power to fix and vary the amount to be set aside or reserved as
working capital of the Corporation, or as reserves, or for other proper
purposes of the Corporation, and, subject to the requirements of the
Certificate of Incorporation, to determine whether, if any, part of the surplus
or net profits of the Corporation shall be declared in dividends and paid to
the shareholders and to fix the date or dates for the payment of dividends.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

         Section 1. Fiscal Year. The fiscal year of the Corporation shall
commence on the first day of January and end on the last day of December or
such dates as the Board of Directors may determine by resolution.

         Section 2. Corporate Seal. The corporate seal shall be in such form as
approved by the Board of Directors and may be altered at their pleasure. The
corporate seal may be used by

                                     -10-


causing it or a facsimile thereof to be impressed or affixed or reproduced or
otherwise.

         Section 3. Notices. Except as otherwise expressly provided any notice
required by these by-laws to be given shall be sufficient if given by
depositing the same in a post office letter box in a sealed post-paid wrapper
addressed to the person entitled thereto at his address, as the same appear
upon the books of the Corporation, or by telegraphing or cabling the same to
such person at such addresses; and such notice shall be deemed to be given at
the time it is mailed, telegraphed or cabled.

         Section 4. Waiver of Notice. Any shareholder or director may at any
time, by writing or by telegraph or by cable, waive any notice required to be
given under these by-laws, and if any shareholder or director shall be present
at any meeting his presence shall constitute a waiver of such notice.

         Section 5. Contracts, Checks, Drafts. The Board of Directors, except
as may otherwise be required by law, may authorize any officer or officers,
agent or agents, in the name of and on behalf of the corporation to enter into
any contract or execute or deliver any instrument. All checks, drafts or other
orders for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation, shall be signed by such officer or
officers, agent or agents of the Corporation, and in such manner, as shall from
time to time be designated by resolution of the Board of Directors.

         Section 6. Deposits. All funds of the Corporation shall be deposited
from time to time to the credit of the Corporation in such bank or banks, trust
companies or other depositories as the Board of Directs may select, and, for
the purpose of such deposit, checks, drafts, warrants and other orders for the
payment of money which are payable to the order of the Corporation, may be
endorsed for deposit, assigned and delivered by any officer of the Corporation,
or by such agents of the Corporation as the Board of Directors or the President
may authorize for that purpose.

         Section 7. Voting Stock of Other Corporations. Except as otherwise
ordered by the Board of Directors, the Chairman of the Board, if any, or the
Executive Committee, if any, the President shall have full power and authority
on behalf of the Corporation to attend and to act and to vote at any meeting of
the shareholders of any corporation of which the Corporation is a shareholder
and to execute a proxy to any other person to represent the Corporation at any
such meeting, and at any such meeting the President or the holder of any such
proxy, as the case may be, shall possess and may exercise any and all rights
and powers incident to ownership of such stock and which, as owner thereof, the
Corporation might have possessed and exercised if present. The Board of
Directors or the Executive Committee

                                     -11-


may from time to time confer like powers upon any other person or persons.

         Section 8. Indemnification of Officers and Directors. The Corporation
shall indemnify any and all of its directors or officers, who shall serve as an
officer or director of any corporation at the request of this Corporation, to
the fullest extent permitted under and in accordance with the laws of the State
of New York.


                                   ARTICLE IX
                                   AMENDMENTS

         The Board of Directors shall have the power to make, rescind, alter,
amend and repeal these by-laws, provided, however, that the shareholders shall
have power to rescind, alter, amend or repeal any by-laws made by the Board of
Directors, and to enact by-laws which if so expressed shall not be rescinded,
altered, amended or repealed by the Board of Directors.

                                     -12-





                                                                        EX 3.7


                          CERTIFICATE OF INCORPORATION

                                       OF

                            DiFeo Partnership, Inc.


         THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:


                                   ARTICLE I.

                                      NAME

         The name of the corporation is DiFeo Partnership, Inc. (the
"Corporation").


                                  ARTICLE II.

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.


                                  ARTICLE III.

                                    PURPOSE

         The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized
under the General Corporation Law.


                                  ARTICLE IV.

                                    CAPITAL

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is two hundred (200)
shares, all of which are without par value. All of such shares shall be common
stock of the corporation. Unless specifically provided otherwise herein, the
holders of such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.



                                   ARTICLE V.

                               BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the following person shall thereupon serve as
director of the corporation until the first annual meeting of stockholders or
until his successor is duly elected and qualified:

                Name                                      Address
                ----                                      -------

         Marshall S. Cogan                            153 East 53rd Street
                                                      Suite 5901
                                                      New York, NY 10022

         Frederick Marcus                             153 East 53rd Street
                                                      Suite 5900
                                                      New York, NY 10022

         Ezra P. Mager                                153 East 53rd Street
                                                      Suite 5900
                                                      New York, NY 10022


                                  ARTICLE VI.

                  PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation of any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.


                                  ARTICLE VII.

                                    DURATION

         The Corporation shall have perpetual existence.

                                      -2-


                                 ARTICLE VIII.

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code order a meeting of the creditors of class of creditors,
and/or the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequences of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.


                                  ARTICLE IX.

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by the General Corporation Law, as the
same presently exists or may hereafter be amended, a director of the
Corporation shall not be liable to the Corporation of 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 General Corporation Law, or (iv) for any transaction
from which the director derived an improper personal benefit. Any repeal or
modification of this Article VIII shall not adversely affect any right or
protection of a director of the Corporation with respect to any act or omission
occurring prior to such repeal or modification.

                                      -3-


                                   ARTICLE X.

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent permitted
by the General Corporation Law as the same exists or may hereafter be amended;
provided, however, that the Corporation shall be required to indemnify a
director or officer in connection with a proceeding initiated by such director
or officer only if such action, suit or proceeding is authorized by the Board
of Directors of the Corporation.


                                  ARTICLE XI.

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statue, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.


                                  ARTICLE XII.

                                  SEVERABILITY

         If any provisions contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable and if no such modification shall render it valid and enforceable,
then the Certificate of Incorporation shall be construed as if not containing
such provision.

                                      -4-


                                 ARTICLE XIII.

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

                   Joan M. Flood
                   c/o '21' International Holdings, Inc.
                   153 East 53rd Street, Suite 5900
                   New York, NY  10022

         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on the 15th day of January, 1992.

                                            INCORPORATOR


                                            /s/ Joan M. Flood
                                            -----------------
                                            Joan M. Flood





                     CERTIFICATE OF CHANGE OF LOCATION OF
                   REGISTERED OFFICE AND OF REGISTERED AGENT
     
     	It is hereby certified that:

     	1. The name of the corporation (hereinafter called the "corporation") 
is DIFEO PARTNERSHIP, INC.

	2. The registered office of the corporation within the State of 
Delaware is hereby changed to 32 Loockerman Square, Suite L-100, City of Dover
19901, County of Kent.

	3. The registered agent of the corporation within the State of
Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the
business office of which is identical with the registered office of the
corporation as hereby changed.

     	4. The corporation has authorized the changes hereinbefore set forth
by resolution of its Board of Directors.



Signed on 3/16, 1994




                                                    /s/ E. P. Mager
                                                    ------------------------
                                                    Ezra P. Mager, President


Attest:


/s/ Tambra S. King
- -------------------------------
Tambra S. King, Asst. Secretary











                   CERTIFICATE OF CORRECTION FILED TO CORRECT
              A CERTAIN ERROR IN THE CERTIFICATE OF INCORPORATION
                 OF DIFEO PARTNERSHIP, INC. FILED IN THE OFFICE
                     OF THE SECRETARY OF STATE OF DELAWARE
                              ON JANUARY 15, 1992


         DiFeo Partnership, Inc., a corporation organized and existing under
any by virtue of the General Corporation Law of the State of Delaware,


         DOES HEREBY CERTIFY:


         1. The name of the corporation is DiFeo Partnership, Inc.


         2. That a Certificate of Incorporation was filed by the Secretary of
State of Delaware on January 15, 1992, and that said Certificate requires
correction as permitted by Section 103 of the General Corporation Law of the
State of Delaware.


         3. The inaccuracy or defect of said Certificate to be corrected is as
follows: The authorized capital is incorrect.


         4. Article IV of the Certificate is corrected to reads as follows:


                                  "ARTICLE IV

                                    CAPITAL


         The aggregate number of shares of capital stock which the corporation
shall have authority to issue is 100 of the per share par value of $.01. All of
such shares shall be common stock of the corporation. Unless specifically
provided otherwise herein, the holders of such shares shall be entitled to one
vote for each share held in any stockholder vote in which any of such holders
is entitled to participate."


         Dated as of January 21, 1992.


                                            /s/ Marshall S. Cogan
                                            ------------------------------
                                            Marshall S. Cogan, Director


                                            /s/ Frederick Marcus
                                            ------------------------------
                                            Frederick Marcus, Director


                                            /s/ E. P. Mager
                                            ------------------------------
                                            Ezra P. Mager, Director



                                                                        EX 3.9

                          CERTIFICATE OF INCORPORATION

                                       OF

                          DiFeo Partnership VIII, Inc.

         THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

                                   ARTICLE I

         The name of the corporation is DiFeo Partnership VIII, Inc. (the
"Corporation").

                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III

         The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is one hundred (100)
shares, par value $.01 per share. All of such shares shall be common stock of
the corporation. Unless specifically provided otherwise herein, the holders of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.



                                  ARTICLE V

                               BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the following person shall thereupon serve as
directors of the corporation until the first annual meeting of stockholders or
until their successors are duly elected and qualified:

            Name                                                Address
            ----                                                -------

     Marshall S. Cogan                                  153 East 53rd Street
                                                        Suite 5901
                                                        New York, NY  10022

     Frederick Marcus                                   153 East 53rd Street
                                                        Suite 5900
                                                        New York, NY  10022

     Ezra P. Mager                                      153 East 53rd Street
                                                        Suite 5900
                                                        New York, NY  10022

                                   ARTICLE VI

                  PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation or any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE VII

                                    DURATION

         The Corporation shall have perpetual existence.

                                  ARTICLE VIII

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any

                                      -2-


creditor or stockholder thereof or on the application of any receiver or
receivers appointed for the Corporation under the provisions of Section 291 of
Title 8 of the Delaware Code or on the application of trustees in dissolution
or of any receiver or receivers appointed for the Corporation under the
provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or the stockholders or class of
stockholders of the Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as consequences of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the Court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

                                   ARTICLE IX

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         By the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be 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 General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article VIII shall not adversely affect any
rights or protection of a director of the Corporation with respect to any act
or omission occurring prior to such repeal of modification.

                                   ARTICLE X

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such

                                      -3-


action, suit or proceeding to the fullest extent permitted by the General
Corporation Law as the same exists or may hereafter be amended; provided,
however, that the Corporation shall be required to indemnify a director or
officer in connection with a proceeding initiated by such director or officer
in connection with a proceeding initiated by such director or officer only if
such action, suit or proceeding is authorized by the Board of Directors of the
Corporation.

                                   ARTICLE XI

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statue, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.

                                  ARTICLE XII

                                  SEVERABILITY

         If any provisions contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable and if no such modification shall render it valid and enforceable,
then the Certificate of Incorporation shall be construed as if not containing
such provision.

                                  ARTICLE XIII

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

                   Michael D. Cavalier, Esq.
                   Akin, Gump, Hauer & Feld, L.L.P.
                   4100 First City Center
                   1700 Pacific Avenue
                   Dallas, TX  75201

                                      -4-


         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on this the 21st day of August, 1992.

                                            INCORPORATOR


                                            /s/ Michael D. Cavalier
                                            -----------------------
                                            Michael D. Cavalier


                                      -5-


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT


It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is

                          DIFEO PARTNERSHIP VIII, INC.

2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
County of Kent.

3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on 3/16, 1994


                                            /s/ E. P. Mager
                                            ------------------------
                                            Ezra P. Mager, President



Attest:


/s/ Tambra S. King
- -------------------------------
Tambra S. King, Asst. Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                           BEFORE PAYMENT OF CAPITAL
                                       OF
                         DIFEO PARTENERSHIP VIII, INC.



         DiFeo Partnership VIII, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         1. That Article I of the Certificate of Incorporation be and it hereby
is amended to read as follows:

                                  "ARTICLE I"

                      The name of the corporation is DiFeo
                  Partnership VIII, Inc. (the "Corporation").

         2. The corporation has not received any payment for any of the stock.

         3. As of the date hereof, the Board of Directors of the corporation
has not held a meeting or adopted resolutions for the election of officers.

         4. That the amendment has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said DiFeo Partnership VIII, Inc. has caused this
Certificate to be signed by Marshall S. Cogan and Ezra P. Mager, being all the
members of its Board of Directors, this 10th day of September, 1992.

                                            DIFEO PARTNERSHIP VIII, INC.


                                            By: /s/ Marshall S. Cogan
                                                -------------------------------
                                                Marshall S. Cogan, Director


                                            By: /s/ E. P. Mager
                                                -------------------------------
                                                Ezra P. Mager, Director



                                                                 EX-3.10

                                     BYLAWS



                                       OF



                          DIFEO PARTNERSHIP VIII, INC.



                             A DELAWARE CORPORATION




                                (THE "COMPANY")


                       (AS ADOPTED ON SEPTEMBER 10, 1992)







                               TABLE OF CONTENTS

 I.         OFFICES ...................................................... 1
            1.1.         Registered Office.................................1
            1.2.         Additional Offices................................1

 II.        STOCKHOLDERS MEETINGS......................................... 1
            2.1.         Annual Meetings...................................1
            2.2.         Special Meetings..................................1
            2.3.         Notices...........................................1
            2.4.         Quorum............................................2
            2.5.         Voting of Shares..................................2
                         2.5.1. Voting Lists ..............................2
                         2.5.2. Votes Per Share ...........................2
                         2.5.3. Proxies ...................................3
                         2.5.4. Required Vote .............................3
                         2.5.5. Consents in Lieu of Meeting ...............3
                                                                             
 III.       DIRECTORS .....................................................3
            3.1.         Purpose...........................................3
            3.2.         Number............................................3
            3.3.         Election..........................................3
            3.4.         Vacancies.........................................4
            3.5.         Removal...........................................4
            3.6.         Compensation......................................4

 IV.        BOARD MEETINGS  .............................................. 4
            4.1.         Annual Meetings...................................4
            4.2.         Regular Meetings..................................4
            4.3.         Special Meetings..................................5
            4.4.         Quorum, Required Vote.............................5
            4.5.         Consent In Lieu of Meeting........................5

 V.         COMMITTEES OF DIRECTORS  ..................................... 5
            5.1.         Establishment; Standing Committees................5
            5.2.         Available Powers..................................5
            5.3.         Unavailable Powers................................6
            5.4.         Alternate Members.................................6
            5.5.         Procedures........................................6

 VI.        OFFICERS  .................................................... 7
            6.1.         Elected Officers..................................7
                         6.1.1. Chairman of the Board .................... 7
                         6.1.2. President ................................ 7
                         6.1.3. Vice Presidents .......................... 7
                         6.1.4. Secretary  ............................... 8
                         6.1.5. Assistant Secretaries .................... 8
                         6.1.6. Treasurer ................................ 8
                         6.1.7. Assistant Treasurers ..................... 8
                         6.1.8. Divisional Officers ...................... 8
            6.2.         Election..........................................9
            6.3.         Appointed Officers................................9


                                      (i)




            6.4.         Multiple Officeholders, Stockholder 
                           and Director Officers...........................9
            6.5.         Compensation, Vacancies...........................9
            6.6.         Additional Powers and Duties......................9
            6.7.         Removal..........................................10

 VII.       SHARE CERTIFICATES  ......................................... 10
            7.1.         Entitlement to Certificates......................10
            7.2.         Multiple Classes of Stock........................10
            7.3.         Signatures.......................................10
            7.4.         Issuance and Payment.............................10
            7.5.         Lost Certificates................................11
            7.6.         Transfer of Stock................................11
            7.7.         Registered Stockholders..........................11

 VIII.      INDEMNIFICATION   ............................................11
            8.1.         General..........................................11
            8.2.         Actions by or in the Right of the Company........12
            8.3.         Indemnification Against Expenses.................12
            8.4.         Board Determinations.............................12
            8.5.         Advancement of Expenses..........................13
            8.6.         Nonexclusive.....................................13
            8.7.         Insurance........................................13
            8.8.         Certain Definitions..............................13
            8.9.         Change in Governing Law..........................14

 IX.        INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS ............. 14
            9.1.         Validity.........................................14
            9.2.         Disclosure, Approval.............................14
            9.3.         Nonexclusive.....................................15

 X.         MISCELLANEOUS  .............................................. 15
            10.1.        Place of Meetings................................15
            10.2.        Fixing Record Dates..............................15
            10.3.        Means of Giving Notice...........................16
            10.4.        Waiver of Notice.................................16
            10.5.        Attendance via Communications Equipment..........17
            10.6.        Dividends........................................17
            10.7.        Reserves.........................................17
            10.8.        Reports to Stockholders..........................17
            10.9.        Contracts and Negotiable Instruments.............17
            10.10.       Fiscal Year......................................18
            10.11.       Seal.............................................18
            10.12.       Books and Records................................18
            10.13.       Resignation......................................18
            10.14.       Surety Bonds.....................................18
            10.15.       Proxies in Respect of Securities 
                           of Other Corporations..........................18
            10.16.       Amendments.......................................19


                                     (ii)






                                     BYLAWS

                                   ARTICLE I.

                                    OFFICES

         Section 1.1. Registered Office. The registered office of the Company
within the State of Delaware shall be located at either (i) the principal place
of business of the Company in the State of Delaware or (ii) the office of the
corporation or individual acting as the Company's registered agent in Delaware.

         Section 1.2. Additional Offices. The Company may, in addition to its
registered office in the State of Delaware, have such other offices and places
of business, both within and without the State of Delaware, as the Board of
Directors of the Company (the "Board") may from time to time determine or as
the business and affairs of the Company may require.

                                  ARTICLE II.

                             STOCKHOLDERS MEETINGS

         Section 2.1. Annual Meetings. Annual meetings of stockholders shall be
held at a place and time on any weekday which is not a holiday and which is not
more than 120 days after the end of the fiscal year of the Company as shall be
designated by the Board and stated in the notice of the meeting, at which the
stockholders shall elect the directors of the Company and transact such other
business as may properly be brought before the meeting.

         Section 2.2. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, (i) may be called by the chairman of the board or
the president and (ii) shall be called by the president or secretary at the
request in writing of a majority of the Board or stockholders owning capital
stock of the Company representing a majority of the votes of all capital stock
of the Company entitled to vote thereat. Such request of the Board or the
stockholders shall state the purpose or purposes of the proposed meeting.

         Section 2.3. Notices. Written notice of each stockholders' meeting
stating the place, date and hour of the meeting shall be given to each
stockholder entitled to vote thereat by or at the direction of the officer
calling such meeting not less than ten (10) nor more than sixty (60) days
before the date of the meeting. If said notice is for a stockholders meeting
other than an annual meeting, it shall in addition state the purpose or
purposes for which said meeting is called, and the business transacted at such
meeting shall be 


limited to the matters so stated in said notice and any matters reasonably
related thereto.

         Section 2.4. Quorum. The presence at a stockholders' meeting of the
holders, present in person or represented by proxy, of capital stock of the
Company representing a majority of the votes of all capital stock of the
Company entitled to vote thereat shall constitute a quorum at such meeting for
the transaction of business except as otherwise provided by law, the
certificate of incorporation or these Bylaws. If a quorum shall not be present
or represented at any meeting of the stockholders, a majority of the
stockholders entitled to vote thereat, present in person or represented by
proxy, shall have power to adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present
or represented. At such reconvened meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified. If the adjournment is for more than
thirty (30) days, or if after the adjournment a new record date is fixed for
the reconvened meeting, a notice of said meeting shall be given to each
stockholder entitled to vote at said meeting. The stockholders present at a
duly convened meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

         Section 2.5. Voting of Shares.

         Section 2.5.1. Voting Lists. The officer or agent who has charge of
the stock ledger of the Company shall prepare, at least ten (10) days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote thereat arranged in alphabetical order and showing the address and the
number of shares registered in the name of each stockholder. Such list shall be
open to the examination of any such stockholder, for any purpose germane to the
meeting, during ordinary business hours for a period of at least ten (10) days
prior to the meeting, either at a place within the city where the meeting is to
be held, which place shall be specified in the notice of the meeting, or, if
not so specified, at the place where the meeting is to be held. The list shall
also be produced and kept at the time and place of the meeting during the whole
time thereof, and may be inspected by any stockholder who is present. The
original stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at any
meeting of stockholders. Failure to comply with the requirements of this
section shall not affect the validity of any action taken at said meeting.

         Section 2.5.2. Votes Per Share. Unless otherwise provided in the
certificate of incorporation, each stockholder shall be entitled to one vote in
person or by proxy at every stockholders meeting for each share of capital
stock held by such stockholder.

                                       2



         Section 2.5.3. Proxies. Every stockholder entitled to vote at a
meeting or to express consent or dissent without a meeting or a stockholder's
duly authorized attorney-in-fact may authorize another person or persons to act
for him by proxy. Each proxy shall be in writing, executed by the stockholder
giving the proxy or by his duly authorized attorney. No proxy shall be voted on
or after three (3) years from its date, unless the proxy provides for a longer
period. Unless and until voted, every proxy shall be revocable at the pleasure
of the person who executed it, or his legal representatives or assigns, except
in those cases where an irrevocable proxy permitted by statute has been given.

         Section 2.5.4. Required Vote. When a quorum is present at any meeting,
the vote of the holders, present in person or represented by proxy, of capital
stock of the Company representing a majority of the votes of all capital stock
of the Company entitled to vote thereat shall decide any question brought
before such meeting, unless the question is one upon which, by express
provision of law or the certificate of incorporation or these Bylaws, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.

         Section 2.5.5. Consents in Lieu of Meeting. Any action required to be
or which may be taken at any meeting of stockholders may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt, written notice of the
action taken by means of any such consent which is other than unanimous shall
be given to those stockholders who have not consented in writing.

                                  ARTICLE III.

                                   DIRECTORS

         Section 3.1. Purpose. The business of the Company shall be managed by
or under the direction of the Board, which may exercise all such powers of the
Company and do all such lawful acts and things as are not by law, the
certificate of incorporation or these Bylaws directed or required to be
exercised or done by the stockholders. Directors need not be stockholders or
residents of the State of Delaware.

         Section 3.2. Number. The number of directors constituting the Board
shall never be less than one and shall be determined by resolution of the
Board.

         Section 3.3. Election. Directors shall be elected by the stockholders
by plurality vote at an annual stockholders meeting 

                                       3




as provided in the certificate of incorporation, except as hereinafter
provided, and each director shall hold office until his successor has been duly
elected and qualified.

         Section 3.4. Vacancies. Vacancies and newly-created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
a sole remaining director, and the directors so chosen shall hold office until
their successors are duly elected and qualified. If there are no directors in
office, then an election of directors may be held in the manner provided by
law. If, at the time of filling any vacancy or any newly-created directorship,
the directors then in office shall constitute less than a majority of the whole
Board (as constituted immediately prior to any such increase), the Court of
Chancery may, upon application of any stockholder or stockholders holding at
least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly-created directorships,
or to replace the directors chosen by the directors then in office. No decrease
in the size of the Board shall serve to shorten the term of an incumbent
director.

         Section 3.5. Removal. Unless otherwise restricted by law, the
certificate of incorporation or these Bylaws, any director or the entire Board
may be removed, with or without cause, by a majority vote of the shares
entitled to vote at an election of directors, if notice of the intention to act
upon such matter shall have been given in the notice calling such meeting.

         Section 3.6. Compensation. Unless otherwise restricted by the
certificate of incorporation or these Bylaws, the Board shall have the
authority to fix the compensation of directors. The directors may be reimbursed
their expenses, if any, of attendance at each meeting of the Board and may be
paid either a fixed sum for attendance at each meeting of the Board or a stated
salary as director. No such payment shall preclude any director from serving
the Company in any other capacity and receiving compensation therefor. Members
of committees of the Board may be allowed like compensation for attending
committee meetings.

                                  ARTICLE IV.

                                 BOARD MEETINGS

         Section 4.1. Annual Meetings. The Board shall meet as soon as
practicable after the adjournment of each annual stockholders' meeting at the
place of the stockholders' meeting. No notice to the directors shall be
necessary to legally convene this meeting, provided a quorum is present.

         Section 4.2. Regular Meetings. Regularly scheduled, periodic meetings
of the Board may be held without notice at such 
                                       4



times and places as shall from time to time be determined by resolution of the
Board and communicated to all directors.

         Section 4.3. Special Meetings. Special meetings of the Board (i) may
be called by the chairman of the board or president and (ii) shall be called by
the president or secretary on the written request of two directors or the sole
director, as the case may be. Notice of each special meeting of the Board shall
be given, either personally or as hereinafter provided, to each director at
least 24 hours before the meeting if such notice is delivered personally or by
means of telephone, telegram, telex or facsimile transmission and delivery; two
days before the meeting if such notice is delivered by a recognized express
delivery service; and three days before the meeting if such notice is delivered
through the United States mail. Any and all business may be transacted at a
special meeting which may be transacted at a regular meeting of the Board.
Except as may be otherwise expressly provided by law, the certificate of
incorporation or these Bylaws, neither the business to be transacted at, nor
the purpose of, any special meeting need be specified in the notice or waiver
of notice of such meeting.

         Section 4.4. Quorum, Required Vote. A majority of the directors shall
constitute a quorum for the transaction of business at any meeting of the
Board, and the act of a majority of the directors present at any meeting at
which there is a quorum shall be the act of the Board, except as may be
otherwise specifically provided by law, the certificate of incorporation or
these Bylaws. If a quorum shall not be present at any meeting, a majority of
the directors present may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present.

         Section 4.5. Consent In Lieu of Meeting. Unless otherwise restricted
by the certificate of incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board or any committee thereof may
be taken without a meeting, if all members of the Board or committee, as the
case may be, consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board or committee.

                                   ARTICLE V.

                            COMMITTEES OF DIRECTORS

       Section 5.1. Establishment; Standing Committees. The Board may by
resolution establish, name or dissolve one or more committees, each committee
to consist of one or more of the directors. Each committee shall keep regular
minutes of its meetings and report the same to the Board when required.

         Section 5.2. Available Powers. Any committee established pursuant to
Section 5.1 of these Bylaws, but only to the extent
                                       5




provided in the resolution of the Board establishing such committee or
otherwise delegating specific power and authority to such committee and as
limited by law, the certificate of incorporation and these Bylaws, shall have
and may exercise all the powers and authority of the Board in the management of
the business and affairs of the Company, and may authorize the seal of the
Company to be affixed to all papers which may require it. Without limiting the
foregoing, such committee may, but only to the extent authorized in the
resolution or resolutions providing for the issuance of shares of stock adopted
by the Board as provided in Section 151(a) of the General Corporation Law of
the State of Delaware, fix any of the preferences or rights of such shares
relating to dividends, redemption, dissolution, any distribution of assets of
the Company or the conversion into, or the exchange of such shares for, shares
of any other class or classes or any other series of the same or any other
class or classes of stock of the Company.

         Section 5.3. Unavailable Powers. No committee of the Board shall have
the power or authority to amend the certificate of incorporation (except in
connection with the issuance of capital stock as provided in the previous
section); adopt an agreement of merger or consolidation; recommend to the
stockholders the sale, lease or exchange of all or substantially all of the
Company's property and assets, a dissolution of the Company or a revocation of
such a dissolution; amend the Bylaws of the Company; or, unless the resolution
establishing such committee or the certificate of incorporation expressly so
provides, declare a dividend, authorize the issuance of stock or adopt a
certificate of ownership and merger.

         Section 5.4. Alternate Members. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of such committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
to act at the meeting in the place of any such absent or disqualified member.

         Section 5.5. Procedures. Time, place and notice, if any, of meetings
of a committee shall be determined by such committee. At meetings of a
committee, a majority of the number of members designated by the Board shall
constitute a quorum for the transaction of business. The act of a majority of
the members present at any meeting at which a quorum is present shall be the
act of the committee, except as otherwise specifically provided by law, the
certificate of incorporation or these Bylaws. If a quorum is not present at a
meeting of a committee, the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present.


                                       6





                                  ARTICLE VI.

                                    OFFICERS

         Section 6.1. Elected Officers. The Board shall elect a chairman of the
board, a president, a treasurer and a secretary (collectively, the "Required
Officers") having the respective duties enumerated below and may elect such
other officers having the titles and duties set forth below which are not
reserved for the Required Officers or such other titles and duties as the Board
may by resolution from time to time establish:

         Section 6.1.1. Chairman of the Board. The chairman of the board shall
be the ranking chief executive officer of the Company, shall have general
supervision of the affairs of the Company and general control of all of its
business and shall see that all orders and resolutions of the Board are carried
into effect. The chairman of the board, or in his absence, the president, shall
preside when present at all meetings of the shareholders and the Board. The
chairman of the board may execute bonds, mortgages and other contracts
requiring a seal under the seal of the Company, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the Board to some
other officer or agent of the Company. The chairman of the board may delegate
all or any of his powers or duties to the president, if and to the extent
deemed by the chairman of the board to be desirable or appropriate.

         Section 6.1.2. President. The president shall be the chief operating
officer of the Company and shall, subject to the supervision of the chairman of
the board and the Board, have general management and control of the day-to-day
business operations of the Company. The president shall put into operation the
business policies of the Company as determined by the chairman of the board and
the Board and as communicated to him by such officer and bodies. He shall make
recommendations to the chairman of the board on all matters which would
normally be reserved for the final executive responsibility of the chairman of
the board. In the absence of the chairman of the board or in the event of his
inability or refusal to act, the president shall perform the duties and
exercise the powers of the chairman of the board.

         Section 6.1.3. Vice Presidents. In the absence of the president or in
the event of his inability or refusal to act, the vice president (or in the
event there be more than one vice president, the vice presidents in the order
designated by the Board, or in the absence of any designation, then in the
order of their election or appointment) shall perform the duties of the
president, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the president. The vice presidents shall perform such
other duties and have such other powers as the Board may from time to time
prescribe.
 
                                       7



         Section 6.1.4. Secretary. The secretary shall attend all meetings of
the stockholders, the Board and (as required) committees of the Board and shall
record all the proceedings of such meetings in books to be kept for that
purpose. He shall give, or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board and shall perform such other
duties as may be prescribed by the Board or the president. He shall have
custody of the corporate seal of the Company and he, or an assistant secretary,
shall have authority to affix the same to any instrument requiring it, and when
so affixed, it may be attested by his signature or by the signature of such
assistant secretary. The Board may give general authority to any other officer
to affix the seal of the Company and to attest the affixing thereof by his
signature.

         Section 6.1.5. Assistant Secretaries. The assistant secretary, or if
there be more than one, the assistant secretaries in the order determined by
the Board (or if there be no such determination, then in the order of their
election or appointment) shall, in the absence of the secretary or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the secretary and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.

          Section 6.1.6. Treasurer. Unless the Board by resolution otherwise
provides, the treasurer shall be the chief accounting and financial officer of
the Company. The Treasurer shall have the custody of the corporate funds and
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Company and shall deposit all moneys and other
valuable effects in the name and to the credit of the Company in such
depositories as may be designated by the Board. He shall disburse the funds of
the Company as may be ordered by the Board, taking proper vouchers for such
disbursements, and shall render to the president and the Board, at its regular
meetings, or when the Board so requires, an account of all his transactions as
treasurer and of the financial condition of the Company.

          Section 6.1.7. Assistant Treasurers. The assistant treasurer, or if
there shall be more than one, the assistant treasurers in the order determined
by the Board (or if there be no such determination, then in the order of their
election or appointment) shall, in the absence of the treasurer or in the event
of his inability or refusal to act, perform the duties and exercise the powers
of the treasurer and shall perform such other duties and have such other powers
as the Board may from time to time prescribe.

         Section 6.1.8. Divisional Officers. Each division of the Company, if
any, may have a president, secretary, treasurer or controller and one or more
vice presidents, assistant secretaries, assistant treasurers and other
assistant 

                                       8


officers. Any number of such offices may be held by the same person. Such
divisional officers will be appointed by, report to and serve at the pleasure
of the Board and such other officers that the Board may place in authority over
them. The officers of each division shall have such authority with respect to
the business and affairs of that division as may be granted from time to time
by the Board, and in the regular course of business of such division may sign
contracts and other documents in the name of the division where so authorized;
provided that in no case and under no circumstances shall an officer of one
division have authority to bind any other division of the Company except as
necessary in the pursuit of the normal and usual business of the division of
which he is an officer.

         Section 6.2. Election. All elected officers shall serve until their
successors are duly elected and qualified or until their earlier death,
disqualification, retirement, resignation or removal from office.

         Section 6.3. Appointed Officers. The Board may also appoint or
delegate the power to appoint such other officers, assistant officers and
agents, and may also remove such officers and agents or delegate the power to
remove same, as it shall from time to time deem necessary, and the titles and
duties of such appointed officers may be as described in Section 6.1 for
elected officers; provided that the officers and any officer possessing
authority over or responsibility for any functions of the Board shall be
elected officers.

         Section 6.4. Multiple Officeholders, Stockholder and Director
Officers. Any number of offices may be held by the same person, unless the
certificate of incorporation or these Bylaws otherwise provide. Officers need
not be stockholders or residents of the State of Delaware. Officers, such as
the chairman of the board, possessing authority over or responsibility for any
function of the Board must be directors.

         Section 6.5. Compensation, Vacancies. The compensation of elected
officers shall be set by the Board. The Board shall also fill any vacancy in an
elected office. The compensation of appointed officers and the filling of
vacancies in appointed offices may be delegated by the Board to the same extent
as permitted by these Bylaws for the initial filling of such offices.

         Section 6.6. Additional Powers and Duties. In addition to the
foregoing especially enumerated powers and duties, the several elected and
appointed officers of the Company shall perform such other duties and exercise
such further powers as may be provided by law, the certificate of incorporation
or these Bylaws or as the Board may from time to time determine or as may be
assigned to them by any competent committee or superior officer.

                                       9



         Section 6.7. Removal. Any officer may be removed, either with or
without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the Board.

                                  ARTICLE VII.

                               SHARE CERTIFICATES

         Section 7.1. Entitlement to Certificates. Every holder of the capital
stock of the Company, unless and to the extent the Board by resolution provides
that any or all classes or series of stock shall be uncertificated, shall be
entitled to have a certificate, in such form as is approved by the Board and
conforms with applicable law, certifying the number of shares owned by him.

         Section 7.2. Multiple Classes of Stock. If the Company shall be
authorized to issue more than one class of capital stock or more than one
series of any class, a statement of the powers, designations, preferences and
relative, participating, optional or other special rights of each class of
stock or series thereof and the qualification, limitations or restrictions of
such preferences and/or rights shall, unless the Board shall by resolution
provide that such class or series of stock shall be uncertificated, be set
forth in full or summarized on the face or back of the certificate which the
Company shall issue to represent such class or series of stock; provided that,
to the extent allowed by law, in lieu of such statement, the face or back of
such certificate may state that the Company will furnish a copy of such
statement without charge to each requesting stockholder.

         Section 7.3. Signatures. Each certificate representing capital stock
of the Company shall be signed by or in the name of the Company by (1) the
chairman of the board, the president or a vice president; and (2) the
treasurer, an assistant treasurer, the secretary or an assistant secretary of
the Company. The signatures of the officers of the Company may be facsimiles.
In case any officer who has signed or whose facsimile signature has been placed
upon a certificate shall have ceased to hold such office before such
certificate is issued, it may be issued by the Company with the same effect as
if he held such office on the date of issue.

         Section 7.4. Issuance and Payment. Subject to the provisions of the
law, the certificate of incorporation or these Bylaws, shares may be issued for
such consideration and to such persons as the Board may determine from time to
time. Shares may not be issued until the full amount of the consideration has
been paid, unless upon the face or back of each certificate issued to represent
any partly paid shares of capital stock there shall have been set forth the
total amount of the consideration to be paid therefor and the amount paid
thereon up to and including the time said certificate is issued.


                                      10


         Section 7.5. Lost Certificates. The Board may direct a new certificate
or certificates to be issued in place of any certificate or certificates
theretofore issued by the Company alleged to have been lost, stolen or
destroyed upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the Board may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
to give the Company a bond in such sum as it may direct as indemnity against
any claim that may be made against the Company with respect to the certificate
alleged to have been lost, stolen or destroyed.

         Section 7.6. Transfer of Stock. Upon surrender to the Company or its
transfer agent, if any, of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignation or authority to
transfer and of the payment of all taxes applicable to the transfer of said
shares, the Company shall be obligated to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon
its books; provided, however, that the Company shall not be so obligated unless
such transfer was made in compliance with applicable state and federal
securities laws.

         Section 7.7. Registered Stockholders. The Company shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, vote and be held liable for calls and
assessments and shall not be bound to recognize any equitable or other claim to
or interest In such share or shares on the part of any person other than such
registered owner, whether or not it shall have express or other notice thereof,
except as otherwise provided by law.

                                 ARTICLE VIII.

                                INDEMNIFICATION

         Section 8.1. General. The Company shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Company), by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests


                                      11


of the Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, have
reasonable cause to believe that his conduct was unlawful.

         Section 8.2. Actions by or in the Right of the Company. The Company
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture or trust or other
enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Company unless
and only to the extent that the Court of Chancery or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

         Section 8.3. Indemnification Against Expenses. To the extent that a
director, officer, employee or agent of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding referred to in
sections 8.1 and 8.2, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.

         Section 8.4. Board Determinations. Any indemnification under sections
8.1 and 8.2 (unless ordered by a court) shall be made by the Company only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in sections 8.1 and
8.2. Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (3) by the stockholders.

                                       12


         Section 8.5. Advancement of Expenses. Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be
paid by the Company in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Company as authorized by law or in this
section. Such expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the Board of Directors deems
appropriate.

         Section 8.6. Nonexclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, this section shall not be deemed
exclusive of any other rights to which any director, officer, employee or agent
of the Company seeking indemnification or advancement of expenses may be
entitled under any other Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent of the
Company and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 8.7. Insurance. The Company may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Company, or is or was serving at the request of the Company as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the Company would have the power to indemnify
him against such liability under the provisions of the statutes, the
Certificate of Incorporation or this section.

         Section 8.8. Certain Definitions. For purposes of this section, (a)
references to "the Company" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was a
director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued; (b) references to "other enterprises"
shall include employee benefit plans; (c) references to "fines" shall include
any excise 


                                      13


taxes assessed on a person with respect to an employee benefit plan; and (d)
references to "serving at the request of the Company" shall include any service
as a director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee, or agent with
respect to any employee benefit plan, its participants, or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the interest of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the Company" as referred to in this section.

         Section 8.9. Change in Governing Law. In the event of any amendment or
addition to Section 145 of the General Corporation Law of the State of Delaware
or the addition of any other section to such law which shall limit
indemnification rights thereunder, the Company shall, to the extent permitted
by the General Corporation Law of the State of Delaware, indemnify to the
fullest extent authorized or permitted hereunder, any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including an action by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding.

                                  ARTICLE IX.

                INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS

         Section 9.1. Validity. Any contract or other transaction between the
Company and any of its directors, officers or stockholders (or any corporation
or firm in which any of them are directly or indirectly interested) shall be
valid for all purposes notwithstanding the presence of such director, officer
or stockholder at the meeting authorizing such contract or transaction, or his
participation or vote in such meeting or authorization.

         Section 9.2. Disclosure, Approval. The foregoing shall, however, apply
only if the material facts of the relationship or the interest of each such
director, officer or stockholder is known or disclosed:

                  1. to the Board and it nevertheless in good faith authorizes
         or ratifies the contract or transaction by a majority of the directors
         present, each such interested director to be counted in determining
         whether a quorum is 


                                      14


         present but not in calculating the majority necessary to carry the
         vote; or

                  2. to the stockholders and they nevertheless in good faith
         authorize or ratify the contract or transaction by a majority of the
         shares present, each such interested person to be counted for quorum
         and voting purposes.

         Section 9.3. Nonexclusive. This provision shall not be construed to
invalidate any contract or transaction which would be valid in the absence of
this provision.

                                   ARTICLE X.

                                 MISCELLANEOUS

         Section 10.1. Place of Meetings. All stockholders, directors and
committee meetings shall be held at such place or places, within or without the
State of Delaware, as shall be designated from time to time by the Board or
such committee and stated in the notices thereof. If no such place is so
designated, said meetings shall be held at the principal business office of the
Company.

         Section 10.2. Fixing Record Dates.

                  (a) In order that the Company may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, the Board may fix, in advance, a record date, which shall
not precede the date upon which the resolution fixing the record date is
adopted by the Board, and which record date shall not be more than sixty (60)
nor less than ten (10) days prior to any such action. If no record date is
fixed by the Board, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day notice is given or, if notice is
waived, at the close of business on the day next preceding the day on which the
meeting is held. A determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board may fix a new record date for
the adjourned meeting.

                  (b) In order that the Company may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the Board
may fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board, and which date
shall not be more than ten days after the date upon which the resolution fixing
the record date is adopted by the Board. If no record date has been fixed by
the Board, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board is otherwise 


                                      15


required, shall be the first date on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the Company by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Company having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made to
the Company's registered office shall be by hand or by certified or registered
mail, return receipt requested. If no record date has been fixed by the Board
and prior action by the Board is required, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board adopts
the resolution taking such prior action.

                  (c) In order that the Company may determine the stockholders
entitled to receive payment of any dividend or other distribution or allotment
of any rights or the stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the purpose of any other
lawful action, the Board may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty (60) days prior to such
action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto.

         Section 10.3. Means of Giving Notice. Whenever under law, the
certificate of incorporation or these Bylaws, notice is required to be given to
any director or stockholder, such notice may be given in writing and delivered
personally, through the United States mail, by a recognized express delivery
service (such as Federal Express) or by means of telegram, telex or facsimile
transmission, addressed to such director or stockholder at his address or telex
or facsimile transmission number, as the case may be, appearing on the records
of the Company, with postage and fees thereon prepaid. Such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail or with an express delivery service or when transmitted, as the
case may be. Notice of any meeting of the Board may be given to a director by
telephone and shall be deemed to be given when actually received by the
director.

         Section 10.4. Waiver of Notice. Whenever any notice is required to be
given under law, the certificate of incorporation or these bylaws, a written
waiver of such notice, signed before or after the date of such meeting by the
person or persons entitled to said notice, shall be deemed equivalent to such
required notice. All such waivers shall be filed with the corporate records.
Attendance at a meeting shall constitute a waiver of notice of such meeting,
except where a person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.


                                       16


         Section 10.5. Attendance via Communications Equipment. Unless
otherwise restricted by law, the certificate of incorporation or these Bylaws,
members of the Board, any committee thereof or the stockholders may hold a
meeting by means of conference telephone or other communications equipment by
means of which all persons participating in the meeting can effectively
communicate with each other. Such participation in a meeting shall constitute
presence in person at the meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened.

         Section 10.6. Dividends. Dividends on the capital stock of the
Company, paid in cash, property, or securities of the Company and as may be
limited by applicable law and applicable provisions of the certificate of
incorporation (if any), may be declared by the Board at any regular or special
meeting.

         Section 10.7. Reserves. Before payment of any dividend, there may be
set aside out of any funds of the Company available for dividends such sum or
sums as the Board from time to time, in its absolute discretion, think proper
as a reserve or reserves to meet contingencies, for equalizing dividends, for
repairing or maintaining any property of the Company, or for such other purpose
as the Board shall determine to be in the best interest of the Company; and the
Board may modify or abolish any such reserve in the manner in which it was
created.

         Section 10.8. Reports to Stockholders. The Board shall present at each
annual meeting of stockholders, and at any special meeting of stockholders when
called for by vote of the stockholders, a statement of the business and
condition of the Company.

         Section 10.9. Contracts and Negotiable Instruments. Except as
otherwise provided by law or these Bylaws, any contract or other instrument
relative to the business of the Company may be executed and delivered in the
name of the Company and on its behalf by the chairman of the board or the
president; and the Board may authorize any other officer or agent of the
Company to enter into any contract or execute and deliver any contract in the
name and on behalf of the Company, and such authority may be general or
confined to specific instances as the Board may by resolution determine. All
bills, notes, checks or other instruments for the payment of money shall be
signed or countersigned by such officer, officers, agent or agents and in such
manner as are permitted by these Bylaws and/or as, from time to time, may be
prescribed by resolution (whether general or special) of the Board. Unless
authorized so to do by these Bylaws or by the Board, no officer, agent or
employee shall have any power or authority to bind the Company by any contract
or engagement, or to pledge its credit, or to render it liable pecuniarily for
any purpose or to any amount.

                                      17


         Section 10.10. Fiscal Year. The fiscal year of the Company shall be
fixed by resolution of the Board.

         Section 10.11. Seal. The seal of the Company shall be in such form as
shall from time to time be adopted by the Board. The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or otherwise
reproduced.

         Section 10.12. Books and Records. The Company shall keep correct and
complete books and records of account and shall keep minutes of the proceedings
of its stockholders, Board and committees and shall keep at its registered
office or principal place of business, or at the office of its transfer agent
or registrar, a record of its stockholders, giving the names and addresses of
all stockholders and the number and class of the shares held by each.

         Section 10.13. Resignation. Any director, committee member, officer or
agent may resign by giving written notice to the chairman of the board, the
president or the secretary. The resignation shall take effect at the time
specified therein, or immediately if no time is specified. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

         Section 10.14. Surety Bonds. Such officers and agents of the Company
(if any) as the president or the Board may direct, from time to time, shall be
bonded for the faithful performance of their duties and for the restoration to
the Company, in case of their death, resignation, retirement, disqualification
or removal from office, of all books, papers, vouchers, money and other
property of whatever kind in their possession or under their control belonging
to the Company, in such amounts and by such surety companies as the president
or the Board may determine. The premiums on such bonds shall be paid by the
Company, and the bonds so furnished shall be in the custody of the Secretary.

         Section 10.15. Proxies in Respect of Securities of Other Corporations.
The chairman of the board, the president, any vice president or the secretary
may from time to time appoint an attorney or attorneys or an agent or agents
for the Company to exercise, in the name and on behalf of the Company, the
powers and rights which the Company may have as the holder of stock or other
securities in any other corporation to vote or consent in respect of such stock
or other securities, and the chairman of the board, the president, any vice
president or the secretary may instruct the person or persons so appointed as
to the manner of exercising such powers and rights; and the chairman of the
board, the president, any vice president or the secretary may execute or cause
to be executed, in the name and on behalf of the Company and under its
corporate seal or otherwise, all such written proxies or other instruments as
he may deem necessary or proper in order that the Company may exercise such
powers and rights.


                                      18


         Section 10.16. Amendments. These Bylaws may be altered, amended,
repealed or replaced by the stockholders, or by the Board when such power is
conferred upon the Board by the certificate of incorporation, at any annual
stockholders meeting or annual or regular meeting of the Board, or at any
special meeting of the stockholders or of the Board if notice of such
alteration, amendment, repeal or replacement is contained in the notice of such
special meeting. If the power to adopt, amend, repeal or replace these Bylaws
is conferred upon the Board by the certificate of incorporation, the power of
the stockholders to so adopt, amend, repeal or replace these Bylaws shall not
be divested or limited thereby.


                                       19



                                                                      EX 3.11



                          CERTIFICATE OF INCORPORATION

                                       OF

                           DiFeo Partnership IX, Inc.



         THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

                                   ARTICLE I

         The name of the corporation is DiFeo Partnership IX, Inc. (the
"Corporation").

                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III

         The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is one hundred (100)
shares, par value $.01 per share. All of such shares shall be common stock of
the corporation. Unless specifically provided otherwise herein, the holders of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.



                                   ARTICLE V

                               BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the following person shall thereupon serve as
directors of the corporation until the first annual meeting of stockholders or
until their successors are duly elected and qualified:

               Name                                  Address
               ----                                  -------

         Marshall S. Cogan                   153 East 53rd Street
                                             Suite 5901
                                             New York, NY  10022

         Frederick Marcus                    153 East 53rd Street
                                             Suite 5900
                                             New York, NY  10022

         Ezra P. Mager                       153 East 53rd Street
                                             Suite 5900
                                             New York, NY  10022

                                   ARTICLE VI

                  PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation or any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE VII

                                    DURATION

         The Corporation shall have perpetual existence.

                                      -2-


                                  ARTICLE VIII

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8 of
the Delaware Code order a meeting of the creditors or class of creditors,
and/or the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequences of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

                                   ARTICLE IX

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be 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 General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article VIII shall not adversely affect any
right or protection of a director of the Corporation with respect to any act or
omission occurring prior to such repeal of modification.

                                      -3-


                                   ARTICLE X

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent permitted
by the General Corporation Law as the same exists or may hereafter be amended;
provided, however, that the Corporation shall be required to indemnify a
director or officer in connection with a proceeding initiated by such director
or officer in connection with a proceeding initiated by such director or
officer only if such action, suit or proceeding is authorized by the Board of
Directors of the Corporation.

                                   ARTICLE XI

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.

                                  ARTICLE XII

                                  SEVERABILITY

         If any provisions contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable and if no such modification shall render it valid and enforceable,
then the Certificate of Incorporation shall be construed as if not containing
such provision.

                                      -4-


                                  ARTICLE XIII

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

                   Michael D. Cavalier, Esq.
                   Akin, Gump, Hauer & Feld, L.L.P.
                   4100 First City Center
                   1700 Pacific Avenue
                   Dallas, TX  75201

         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on this the 21st day of August, 1992.

                                            INCORPORATOR

                                            /s/ Michael D. Cavalier
                                                Michael D. Cavalier

                                      -5-


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT



It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is

                           DIFEO PARTNERSHIP IX, INC.

2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
County of Kent.

3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on 3/16, 1994


                                            /s/ E. P. Mager
                                            ------------------------
                                            Ezra P. Mager, President


Attest:


/s/ Tambra S. King
- -------------------------------
Tambra S. King, Asst. Secretary




                                                                      EX 3.13


                          CERTIFICATE OF INCORPORATION

                                       OF

                           DiFeo Partnership II, Inc.


         THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

                                   ARTICLE I

         The name of the corporation is DiFeo Partnership II, Inc. (the
"Corporation").

                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III

         The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is one hundred (100)
shares, par value $.01 per share. All of such shares shall be common stock of
the corporation. Unless specifically provided otherwise herein, the holders of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.



                                   ARTICLE V

                               BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the following person shall thereupon serve as
directors of the corporation until the first annual meeting of stockholders or
until their successors are duly elected and qualified:

               Name                                Address
               ----                                -------

         Marshall S. Cogan                   153 East 53rd Street
                                             Suite 5901
                                             New York, NY  10022

         Frederick Marcus                    153 East 53rd Street
                                             Suite 5900
                                             New York, NY  10022

         Ezra P. Mager                       153 East 53rd Street
                                             Suite 5900
                                             New York, NY  10022


                                   ARTICLE VI

                  PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation or any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE VII

                                    DURATION

         The Corporation shall have perpetual existence.

                                  ARTICLE VIII

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any

                                      -2-


court of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for the Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as consequences of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the Court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

                                   ARTICLE IX

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be 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 General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article VIII shall not adversely affect any
right or protection of a director of the Corporation with respect to any act or
omission occurring prior to such repeal of modification.

                                   ARTICLE X

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including

                                      -3-


attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
to the fullest extent permitted by the General Corporation Law as the same
exists or may hereafter be amended; provided, however, that the Corporation
shall be required to indemnify a director or officer in connection with a
proceeding initiated by such director or officer in connection with a
proceeding initiated by such director or officer only if such action, suit or
proceeding is authorized by the Board of Directors of the Corporation.

                                   ARTICLE XI

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.

                                  ARTICLE XII

                                  SEVERABILITY

         If any provisions contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable and if no such modification shall render it valid and enforceable,
then the Certificate of Incorporation shall be construed as if not containing
such provision.

                                  ARTICLE XIII

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

                   Michael D. Cavalier, Esq.
                   Akin, Gump, Hauer & Feld, L.L.P.
                   4100 First City Center
                   1700 Pacific Avenue
                   Dallas, TX  75201

                                      -4-


         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on this the 21st day of August, 1992.

                                            INCORPORATOR


                                            /s/ Michael D. Cavalier
                                            Michael D. Cavalier

                                      -5-


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT



It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is

                          DIFEO PARTNERSHIP HCT, INC.

2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
County of Kent.

3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4. The corporation has authorized the changes hereinabove set forth by
resolution of its Board of Directors.

Signed on 3/16, 1994


                                            /s/ E. P. Mager
                                            ------------------------
                                            Ezra P. Mager, President


Attest:


/s/ Tambra S. King
- -------------------------------
Tambra S. King, Asst. Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                           BEFORE PAYMENT OF CAPITAL
                                       OF
                           DIFEO PARTNERSHIP II, INC.


         DiFeo Partnership II, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         1. That Article I of the Certificate of Incorporation be and it hereby
is amended to read as follows:

                                  "ARTICLE I"

                      The name of the corporation is DiFeo
                   Partnership HCT, Inc. (the "Corporation").

         2. The corporation has not received any payment for any of the stock.

         3. As of the date hereof, the Board of Directors of the corporation
has not held a meeting or adopted resolutions for the election of officers.

         4. That the amendment has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said DiFeo Partnership II, Inc. has caused this
Certificate to be signed by Marshall S. Cogan and Ezra P. Mager, being all the
members of its Board of Directors, this 10th day of September, 1992.

                                            DIFEO PARTNERSHIP II, INC.


                                            By: /s/ M. S. Cogan
                                                -------------------------------
                                                Marshall S. Cogan, Director


                                            By: /s/ E. P. Mager
                                                -------------------------------
                                                Ezra P. Mager, Director



                                                                    EX 3.15


                          CERTIFICATE OF INCORPORATION

                                       OF

                           DiFeo Partnership V, Inc.

         THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:

                                   ARTICLE I

         The name of the corporation is DiFeo Partnership V, Inc. (the 
"Corporation").

                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III

         The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is one hundred (100)
shares, par value $.01 per share. All of such shares shall be common stock of
the corporation. Unless specifically provided otherwise herein, the holders of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.



                                   ARTICLE V

                               BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the following person shall thereupon serve as
directors of the corporation until the first annual meeting of stockholders or
until their successors are duly elected and qualified:

                 Name                                Address
                 ----                                -------

          Marshall S. Cogan                     153 East 53rd Street
                                                Suite 5901
                                                New York, NY  10022

          Frederick Marcus                      153 East 53rd Street
                                                Suite 5900
                                                New York, NY  10022

          Ezra P. Mager                         153 East 53rd Street
                                                Suite 5900
                                                New York, NY  10022


                                   ARTICLE VI

                  PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation or any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE VII

                                    DURATION

         The Corporation shall have perpetual existence.

                                  ARTICLE VIII

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any

                                      -2-


court of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for the Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as consequences of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the Court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

                                   ARTICLE IX

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be 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 General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article VIII shall not adversely affect any
right or protection of a director of the Corporation with respect to any act or
omission occurring prior to such repeal of modification.

                                   ARTICLE X

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including

                                      -3-


attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
to the fullest extent permitted by the General Corporation Law as the same
exists or may hereafter be amended; provided, however, that the Corporation
shall be required to indemnify a director or officer in connection with a
proceeding initiated by such director or officer in connection with a
proceeding initiated by such director or officer only if such action, suit or
proceeding is authorized by the Board of Directors of the Corporation.

                                   ARTICLE XI

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.

                                  ARTICLE XII

                                  SEVERABILITY

         If any provisions contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable and if no such modification shall render it valid and enforceable,
then the Certificate of Incorporation shall be construed as if not containing
such provision.

                                  ARTICLE XIII

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

                   Michael D. Cavalier, Esq.
                   Akin, Gump, Hauer & Feld, L.L.P.
                   4100 First City Center
                   1700 Pacific Avenue
                   Dallas, TX  75201



         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on this the 21st day of August, 1992.

                                            INCORPORATOR


                                            /s/ Michael D. Cavalier
                                            Michael D. Cavalier



             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT



It is hereby certified that:

1. The name of the corporation (hereinafter called "corporation") is

                          DIFEO PARTNERSHIP RCM, INC.

2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
County of Kent.

3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4. The corporation has authorized the changes hereinabove set forth by
resolution of its Board of Directors.

Signed on 3/16, 1994


                                            /s/ E. P. Mager
                                            ------------------------
                                            Ezra P. Mager, President


Attest:


/s/ Tambra S. King
- -------------------------------
Tambra S. King, Asst. Secretary



                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                           BEFORE PAYMENT OF CAPITAL
                                       OF
                           DIFEO PARTENERSHIP V, INC.


         DiFeo Partnership V, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         1. That Article I of the Certificate of Incorporation be and it hereby
is amended to read as follows:

                                  "ARTICLE I"

                      The name of the corporation is DiFeo
                   Partnership RCM, Inc. (the "Corporation").

         2. The corporation has not received any payment for any of the stock.

         3. As of the date hereof, the Board of Directors of the corporation
has not held a meeting or adopted resolutions for the election of officers.

         4. That the amendment has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said DiFeo Partnership V, Inc. has caused this
Certificate to be signed by Marshall S. Cogan and Ezra P. Mager, being all the
members of its Board of Directors, this 10th day of September, 1992.

                                            DIFEO PARTNERSHIP II, INC.



                                            By: /s/ M. S. Cogan
                                                -------------------------------
                                                Marshall S. Cogan, Director



                                            By: /s/ E. P. Mager
                                                -------------------------------
                                                Ezra P. Mager, Director



                                                                       EX 3.17


                          CERTIFICATE OF INCORPORATION

                                       OF

                          DiFeo Partnership III, Inc.


         THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:


                                   ARTICLE I

         The name of the corporation is DiFeo Partnership III, Inc. (the
"Corporation").

                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III

         The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is one hundred (100)
shares, par value $.01 per share. All of such shares shall be common stock of
the corporation. Unless specifically provided otherwise herein, the holders of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.



                                   ARTICLE V

                               BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the following person shall thereupon serve as
directors of the corporation until the first annual meeting of stockholders or
until their successors are duly elected and qualified:

                Name                                     Address
                ----                                     -------

          Marshall S. Cogan                        153 East 53rd Street
                                                   Suite 5901
                                                   New York, NY  10022

          Frederick Marcus                         153 East 53rd Street
                                                   Suite 5900
                                                   New York, NY  10022

          Ezra P. Mager                            153 East 53rd Street
                                                   Suite 5900
                                                   New York, NY  10022


                                   ARTICLE VI

                  PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation or any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE VII

                                    DURATION

         The Corporation shall have perpetual existence.

                                  ARTICLE VIII

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any

                                      -2-


court of equitable jurisdiction within the State of Delaware may, on the
application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for the Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as consequences of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the Court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

                                   ARTICLE IX

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be 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 General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article VIII shall not adversely affect any
right or protection of a director of the Corporation with respect to any act or
omission occurring prior to such repeal of modification.

                                   ARTICLE X

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including

                                      -3-


attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding
to the fullest extent permitted by the General Corporation Law as the same
exists or may hereafter be amended; provided, however, that the Corporation
shall be required to indemnify a director or officer in connection with a
proceeding initiated by such director or officer in connection with a
proceeding initiated by such director or officer only if such action, suit or
proceeding is authorized by the Board of Directors of the Corporation.

                                   ARTICLE XI

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.

                                  ARTICLE XII

                                  SEVERABILITY

         If any provisions contained in this Certificate of Incorporation shall
for any reason by held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable and if no such modification shall render it valid and enforceable,
then the Certificate of Incorporation shall be construed as if not containing
such provision.

                                      -4-



                                  ARTICLE XIII

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

                   Michael D. Cavalier, Esq.
                   Akin, Gump, Hauer & Feld, L.L.P.
                   4100 First City Center
                   1700 Pacific Avenue
                   Dallas, TX  75201

         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on this the 21st day of August, 1992.

                                            INCORPORATOR


                                            /s/ Michael D. Cavalier
                                            -----------------------
                                            Michael D. Cavalier

                                      -5-


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT



It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is

                          DIFEO PARTNERSHIP RCT, INC.

2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
County of Kent.

3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4. The corporation has authorized the changes hereinabove set forth by
resolution of its Board of Directors.

Signed on 3/16, 1994


                                            /s/ E. P. Mager
                                            ------------------------
                                            Ezra P. Mager, President

Attest:

/s/ Tambra S. King
- -------------------------------
Tambra S. King, Asst. Secretary



                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                      DIVISION OF CORPORATIONS
                                                      FILED 01:00 PM 09/10/1992
                                                         732254015 - 2307822

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                           BEFORE PAYMENT OF CAPITAL
                                       OF
                          DIFEO PARTENERSHIP III, INC.


         DiFeo Partnership III, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         1. That Article I of the Certificate of Incorporation be and it hereby
is amended to read as follows:

                                  "ARTICLE I"

                      The name of the corporation is DiFeo
                   Partnership RCT, Inc. (the "Corporation").

         2. The corporation has not received any payment for any of the stock.

         3. As of the date hereof, the Board of Directors of the corporation
has not held a meeting or adopted resolutions for the election of officers.

         4. That the amendment has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said DiFeo Partnership III, Inc. has caused this
Certificate to be signed by Marshall S. Cogan and Ezra P. Mager, being all the
members of its Board of Directors, this 10th day of September, 1992.

                                            DIFEO PARTNERSHIP III, INC.

                                            By: /s/ M. S. Cogan
                                                ------------------------------
                                                Marshall S. Cogan, Director


                                            By: /s/ Ezra P. Mager
                                                ------------------------------
                                                Ezra P. Mager, Director



                                                                 EX-3.19
                          CERTIFICATE OF INCORPORATION

                                       OF

                          DiFeo Partnership VII, Inc.



         THE UNDERSIGNED, acting as the incorporator of a corporation under and
in accordance with the General Corporation Law of the State of Delaware, hereby
adopts the following Certificate of Incorporation for such corporation:


                                   ARTICLE I

         The name of the corporation is DiFeo Partnership VII, Inc. (the
"Corporation").


                                   ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III

         The purpose for which the Corporation is organized is to engage in any
and all lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is one hundred (100)
shares, par value $.01 per share. All of such shares shall be common stock of
the corporation. Unless specifically provided otherwise herein, the holders of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.



                                   ARTICLE V

                               BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of this
Certificate of Incorporation, and the following person shall thereupon serve as
directors of the corporation until the first annual meeting of stockholders or
until their successors are duly elected and qualified:

          Name                                    Address
          ----                                    -------

Marshall S. Cogan                           153 East 53rd Street
                                            Suite 5901
                                            New York, NY  10022
Frederick Marcus                            153 East 53rd Street
                                            Suite 5900
                                            New York, NY  10022
Ezra P. Mager                               153 East 53rd Street
                                            Suite 5900
                                            New York, NY  10022

                                   ARTICLE VI

                  PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation or any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE VII

                                    DURATION

         The Corporation shall have perpetual existence.

                                  ARTICLE VIII

                           ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may,

                                      -2-


on the application in a summary way of the Corporation or of any creditor or
stockholder thereof or on the application of any receiver or receivers
appointed for the Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for the Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of the Corporation as consequences of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the Court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

                                   ARTICLE IX

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be 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 General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article VIII shall not adversely affect any
right or protection of a director of the Corporation with respect to any act or
omission occurring prior to such repeal of modification.

                                   ARTICLE X

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement

                                      -3-


actually and reasonably incurred by him in connection with such action, suit or
proceeding to the fullest extent permitted by the General Corporation Law as
the same exists or may hereafter be amended; provided, however, that the
Corporation shall be required to indemnify a director or officer in connection
with a proceeding initiated by such director or officer in connection with a
proceeding initiated by such director or officer only if such action, suit or
proceeding is authorized by the Board of Directors of the Corporation.

                                   ARTICLE XI

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of the
Corporation.

                                  ARTICLE XII

                                  SEVERABILITY

         If any provisions contained in this Certificate of Incorporation shall
for any reason by held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable and if no such modification shall render it valid and enforceable,
then the Certificate of Incorporation shall be construed as if not containing
such provision.

                                      -4-


                                  ARTICLE XIII

                                  INCORPORATOR

         The name and address of the incorporator is as follows:

                           Michael D. Cavalier, Esq.
                           Akin, Gump, Hauer & Feld, L.L.P.
                           4100 First City Center
                           1700 Pacific Avenue
                           Dallas, TX  75201

         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on this the 21st day of August, 1992.

                                  INCORPORATOR



                                                     /s/ Michael D. Cavalier
                                                     -----------------------
                                                     Michael D. Cavalier

                                      -5-


             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                            AND OF REGISTERED AGENT



It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is

                          DIFEO PARTNERSHIP SCT, INC.

2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
County of Kent.

3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4. The corporation has authorized the changes hereinabove set forth by
resolution of its Board of Directors.

Signed on 3/16, 1994



                                       /s/ E. P. Mager
                                       ------------------------------
                                       Ezra P. Mager, President



Attest:


/s/ Tambra S. King
- -----------------------------
Tambra S. King, Asst. Secretary




                                                          STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                       DIVISION OF CORPORATIONS
                                                      FILED 01:00 PM 09/10/1992
                                                         922545210 - 2307779


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                           BEFORE PAYMENT OF CAPITAL
                                       OF
                          DIFEO PARTENERSHIP VII, INC.


         DiFeo Partnership VII, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         1. That Article I of the Certificate of Incorporation be and it hereby
is amended to read as follows:

                                  "ARTICLE I"

                      The name of the corporation is DiFeo
                   Partnership SCT, Inc. (the "Corporation").

         2. The corporation has not received any payment for any of its stock.

         3. As of the date hereof, the Board of Directors of the corporation
has not held a meeting or adopted resolutions for the election of officers.

         4. That the amendment has been duly adopted in accordance with the
provisions of Section 241 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, said DiFeo Partnership VII, Inc. has caused this
Certificate to be signed by Marshall S. Cogan and Ezra P. Mager, being all the
members of its Board of Directors, this 10th day of September, 1992.

                                            DIFEO PARTNERSHIP VII, INC.



                                            By: /s/ M. S. Cogan
                                                ------------------------------
                                                Marshall S. Cogan, Director

                                            By: /s/ E. P. Mager
                                                ------------------------------
                                                Ezra P. Mager, Director




                                                                      EX. 3.21


                          CERTIFICATE OF INCORPORATION

                                       OF

                              HUDSON TOYOTA, INC.


                 Under the New Jersey Business Corporation Act


IT IS HEREBY CERTIFIED THAT:

    (1)  The name of the proposed corporation is Hudson Toyota, Inc.

    (2)  The corporation may engage in any activity within the purposes for
         which corporations may be organized under the New Jersey Business
         Corporation Act.

    (3)  The aggregate number of shares which the corporation shall have the
         authority to issue is 1000 shares of Common Stock of the par value of
         $1 per share.

    (4)  The address of the corporation's initial office is 919 Communipaw
         Avenue, Jersey City, New Jersey 07304.

    (5)  The name of the corporation's initial register agent at such address
         is Joseph C. DiFeo.

    (6)  The number of directors constituting the first board is three.

    (7)  The name and address of each person who is to serve as such director
         is:

          NAME                                        ADDRESS
          ----                                        -------
     Sam C. DiFeo                            92 Gifford Avenue
                                             Jersey City, New Jersey  07304

     Dennis A. DiFeo                         92 Gifford Avenue
                                             Jersey City, New Jersey  07304

     Joseph C. DiFeo                         446 River Road
                                             Nutley, New Jersey 07110



    (8)  The undersigned incorporator is of the age of 21 years or over.

IN WITNESS WHEREOF, this certificate has been subscribed this 9th day of
November 1970 by the undersigned.


                                            /s/ Joseph C. Di Feo
                                            ------------------------------
                                            JOSEPH C. DI FEO
                                            446 River Road
                                            Nutley, New Jersey  07110


                                                           Exhibit 3.23

                             CERTIFICATE OF INCORPORATION
                                          OF
                                  SOMERSET MOTORS INC.

To:        The Secretary of State
           of New Jersey
           
           The undersigned, of the age of eighteen years or over, for the
purpose of forming a corporation pursuant to the provisions of Title 14A, 
Corporations, General, of the New Jersey Statutes, does hereby execute the 
following Certificate of Incorporation.

           (1) The name of the corporation is

               SOMERSET MOTORS INC.

           (2) the purpose or purposes for which the corporation is organized
are: To do any lawful act or thing for which corporations may be organized
pursuant to the provisions of Title 14A, Corporations, General of the
New Jersey Statutes.

           (3) The aggregate number of shares which the corporation shall have
the authority to issue is 2500 shares each of which shall have no par value.

           (4) The address of the corporation's initial registered office is
947 Communipaw Ave., Jersey City, NJ 07304. The name of the corporation's 
initial registered agent at such address is Lawrence Iannaccone Esq.

           (5) The number of directors constituting the initial board of 
directors shall be three and the names and addresses are as follows:

                  


                  Name                           Address

Lawrence Iannaccone Esq.                   947 Communipaw Ave.
                                           Jersey City, NJ 07304

Samuel X. DiFeo                            947 Communipaw Ave.
                                           Jersey City, NJ 07304

Joseph C. DiFeo                            947 Communipaw Ave.
                                           Jersey City, NJ 07304

           (6) The name and address of the Incorporator is as follows

                  Name                           Address

Bonnie J. Hall                             830 Bear Tavern Road
                                           West Trenton, NJ 08628

           IN WITNESS WHEREOF, the undersigned of the above named corporation,
has hereunto signed this Certificate of Incorporation this twenty-fourth day of
May, 1989.


                                            /s/ Bonnie J. Hall
                                           ----------------------------------
                                           Bonnie J. Hall
                                           Incorporator




                                                       EX-3.24
                              BYLAWS
                               OF
                         SOMERSET MOTORS INC.
                           * * * * * * * *

                       ARTICLE I - SHAREHOLDERS

Section 1. Place of Meeting: Notice; Waiver of Notice. All meetings of
shareholders shall be held at the principal office of the corporation or at
such other place, either within or outside of New Jersey, as shall be
specified in the notice of meeting. Written notice stating the place, day and
hour of the meeting shall be given not less than ten nor more than sixty days
before the date of the meeting, either personally or by mail, to each
shareholder of record entitled to vote at the meeting. The notice shall
designate with reasonable specificity the business to be conducted at the
meeting. Notice of a meeting need not be given to a shareholder who signs
waiver of such notice, in person or by proxy, whether before or after the
meeting. 

Section 2. Annual Meeting. Unless otherwise fixed by the Board of Directors, 
the annual meeting of shareholders shall be held on April 15, or if the same 
shall be a Saturday, Sunday or holiday, on the next succeeding business day, 
for the purpose of electing directors and for the transaction of such other 
business as may come before the meeting. 

Section 3. Special Meetings. Special meetings of shareholders, for any 
purpose or purposes, may be called by the President or by 



the Board of Directors by notice given to the shareholders as provided in
Section 1 above.

Section 4. Action by Shareholders Without a Meeting. Any action required or
permitted to be taken at a meeting of shareholders may be taken without a
meeting upon the written consent of the shareholders who are entitled to cast
the minimum number of votes which would be necessary to authorize such action
at a meeting at which all shareholders entitled to vote thereon were present
and voting, except that in the case of the annual election of directors and
any action to be taken pursuant to Chapter 10 of the New Jersey Business
Corporation Act, such action may be taken without a meeting only if all
shareholders consent thereto in writing. The written consent of the
shareholders, which may be executed in counterparts, shall be filed with the
minutes of the corporation. If action is taken by the written consent of less
than all of the shareholders, notice of such action shall be given to all
nonconsenting shareholders as required by the New Jersey Business Corporation
Act.


Section 5. Method of Voting. The shareholders shall vote by voice vote on all
matters including the election of directors, unless any shareholder demands
voting by written ballot prior to the vote. In the event a written ballot is
demanded, the person presiding at the meeting shall designate one person, who
may not be a nominee for director if the vote be to elect directors, as
inspector to tally the ballots and report the results of the voting.


                                     -2-


Section 6. Presiding Officers at Meetings. The President and the Secretary, or
an officer or officers designated by the President, if either or both of them
are unable to attend the meeting, shall preside as President and Secretary of
each shareholders' meeting unless the majority of the shareholders present at
the meeting shall decide otherwise.
                                              

                            ARTICLE II - DIRECTORS

Section 1. Number; Term of Office. The Board of Directors shall consist of
between one (1) and four (4) persons as determined by the shareholders. The
directors shall hold office until the annual meeting of shareholders next
succeeding the filing of the Certificate of Incorporation, and until their
successors are elected and qualified. The directors elected at the first
annual meeting of shareholders and at each annual meeting thereafter shall
hold office for one year, and until their successors are elected and
qualified. The shareholders shall set, and may increase or decrease within the
limits set herein by resolution adopted from time to time, the number of
directors who shall serve on the Board of Directors. 

Section 2. Regular Meetings. A regular meeting of the Board of Directors for
the purpose of electing officers and transacting such other business as may
come before the meeting shall be held without notice immediately following and
at the same place as the annual shareholders' meeting. The Board of Directors
may provide, by resolution, the place, day and hour for additional regular
meetings which may be held without notice.


                                   -3-


Section 3. Special Meetings. Special meetings of the Board of Directors may be
called by the President or any director. Written notice of any special meeting
shall be given to each director at least two days prior thereto.

Section 4. Place of Meeting: Waiver of Notice. Meetings of the Board of 
Directors shall be held at such place as shall be designated in the notice of 
meeting. Notice of any meeting need not be given to any director who signs 
a waiver of notice before or after the meeting. 

Section 5. Quorum. The participation of directors with a majority of the votes 
of the entire board shall constitute a quorum for the transaction of business. 

Section 6. Manner of Acting. Any action approved by a majority of the votes of
directors at a meeting at which a quorum is present shall be the act of the
board, except as provided in the certificate of incorporation or by law.

Section 7. Action Without a Meeting. Any action required or permitted to be
taken pursuant to authorization voted at a meeting of the Board of Directors
may be taken without a meeting if, prior or subsequent to such action, all of
the directors consent thereto in writing. Such written consents may be
executed in counterparts, and shall be filed with the minutes of the
corporation.

Section 8. Telephonic Attendance at Meeting. Any or all directors may
participate in a meeting of the Board of Directors or a Committee of the Board
by means of conference telephone or 

                                   -4-


any means of communication by which all persons participating in the meeting
are able to hear each other.

Section 9. Vacancies. Any vacancy in the Board of Directors, including a
vacancy caused by an increase in the number of directors, shall be filled by
the affirmative vote of a majority of the shareholders.

Section 10. Committees. The Board of Directors, by resolution adopted by a
majority of the entire board, may appoint from among its members an executive
committee and one or more other committees. To the extent provided in such
resolution, each such committee shall have and may exercise all the authority
of the board, subject to the limitations on the permissible scope of the power
of any such committees allowed by law. The Board of Directors, by resolution
adopted by a majority of the entire board, may fill any vacancy in any
committee; abolish any committee at any time; and remove any director from
membership on any committee at any time, with or without cause.
                                              

                            ARTICLE III - OFFICERS

Section 1. Election. At its regular meeting following the annual meeting of
shareholders, the Board of Directors shall elect or appoint a President, a
Treasurer, a Secretary, and, if desired, a Chairman of the Board and/or one or
more Vice Presidents, and such other officers or agents as it shall deem
necessary or desirable. One person may hold two or more offices, but the
person serving as President may not serve simultaneously as Secretary.



Section 2. Vacancies. Any vacancy occurring among the officers, however
caused, may be filled by the Board of Directors for the unexpired portion of
the term.

Section 3. Chairman of the Board. The Chairman of the Board, if any, shall
preside at directors' meetings in lieu of the President and have such powers,
and shall perform such other duties, as may be prescribed from time to time by
the Board of Directors.

Section 4. President. The President shall be chief executive officer of the
corporation and, subject to the control of the Board of Directors, shall in
general supervise and control all of the business and affairs of the
corporation. Unless otherwise directed by the Board of Directors, all other
officers shall be subject to the authority and supervision of the President.
The President may enter into and execute in the name of the corporation
contracts or other instruments in the regular course of business or contracts
or other instruments not in the regular course of business which are
authorized, either generally or specifically, by the Board of Directors. The
President shall have the general powers and duties of management usually
vested in the office of President of a corporation. 

Section 5. Vice President. A Vice President shall perform such duties and have
such authority as may be delegated from time to time by the President or by
the Board of Directors. In the absence of the President or in the event of the
President's death, inability, or refusal to act, the Vice President shall

                                     -6-




perform the duties and be vested with the authority of the President.

Section 6. Treasurer. The Treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation, shall keep or
cause to be kept regular books of account for the corporation and shall
perform such other duties and possess such other powers as are incident to the
office of Treasurer or as shall be assigned to the Treasurer by the President
or by the Board of Directors.

Section 7. Secretary. The Secretary shall cause notices of all meetings to be
served as prescribed in these bylaws or by statute, shall keep or cause to be
kept the minutes of all meetings of the shareholders and of the Board of
Directors, shall have charge of the corporate records and seal of the
corporation and shall keep a register of the post-office address of each
shareholder which shall be furnished to the Secretary by such shareholder. The
Secretary shall perform such other duties and possess such other powers as are
incident to the office of Secretary or as are assigned by the President or by
the Board of Directors.

Section 8. Subordinate Officers and Agents. The Board of Directors may appoint
such other officers and agents as it shall deem necessary or desirable, who
shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the President
or the Board of Directors.
                           

                     ARTICLE IV - EXECUTION OF DOCUMENTS

                                   -7-



Section 1. Commercial Paper. All checks, notes, drafts and other commercial
paper of the corporation shall be signed by the President of the corporation
or by such other person or persons as the Board of Directors may from time to
time designate.

Section 2. Other Instruments. All deeds, mortgages and other instruments shall
be executed by the President of the corporation or any Vice President, and by
the Secretary, or such other person or persons as the Board of Directors may
from time to time designate.

                            ARTICLE V - FISCAL YEAR

The fiscal year of the corporation shall be the calendar year unless otherwise
determined by the Board of Directors.

                     ARTICLE VI - CERTIFICATES FOR SHARES

Section 1. Execution. Certificates representing shares of the corporation
shall be in such form as shall be determined by the Board of Directors and
shall be executed by the President or Vice President and by the Secretary or
the Treasurer, unless the Board of Directors shall direct otherwise. 

Section 2. Fixing Record Date. For the purpose of determining the shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or to express consent to or dissent from any proposal
without any meeting or for the purpose of determining shareholders entitled to
receive payment of any dividend or allotment or any right, or in order to make
a determination of shareholders for any other purpose, the Board of Directors
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more 


                                   -8-


than sixty nor less than ten days before the date of such meeting, nor more
than sixty days prior to any other action or event to which it relates. When a
determination of shareholders of record for a shareholders' meeting has been
made as provided in this Section 2, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting.

                            ARTICLE VII - DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may
pay, dividends or make other distributions on its outstanding shares in the
manner and upon the terms and conditions provided by the Certificate of
Incorporation and by statute.

                           ARTICLE VIII - AMENDMENT

     These bylaws may be altered, amended or repealed and new bylaws may be
adopted by a majority of the votes cast at any regular or special meeting of
the shareholders, if notice of the proposed alteration or amendment be
contained in the notice of the meeting, or by the affirmative vote of a
majority of the votes of the directors at any regular or special meeting
called for that purpose.


                         ARTICLE IX - INDEMNIFICATION

Section 1.  Definitions.


     For purposes of this Article IX the following definitions,
as well as all other definitions set forth in N.J.S.A. 14A:3-5 shall apply:


                                     -9-



     a. "Corporate Agent" shall mean any person who is or was a director,
officer, employee or agent of the indemnifying corporation or of any
constituent corporation absorbed by the indemnifying corporation in
consolidation or merger and any person who is or was a director,
officer, trustee, employee or agent of any other enterprise, serving as such
at the request of the indemnifying corporation, or of any such constituent
corporation, or the legal representative of any such director, officer,
trustee, employee or agent. Furthermore, any Corporate Agent also serving as a
"fiduciary" of an employee benefit plan governed by the Act of Congress
entitled "Employee Retirement Income Security Act of 1974" (ERISA) as amended
from time to time, shall serve in such capacity as a Corporate Agent, if the
corporation shall have requested any such person to serve. Additionally, the
corporation shall be deemed to have requested such person to serve as a
fiduciary of an employee benefit plan, only where the performance by such
person of his duties to the corporation also imposes duties on, or otherwise
involves services by, such person to the plan or participants or beneficiaries
of the plan.

     b. "Other Enterprise" shall mean any domestic or foreign corporation
other than the indemnifying corporation, and any partnership, joint venture,
sole proprietorship, trust or other enterprise, (including employee benefit
plans governed by ERISA) whether or not for profit served by a Corporate
Agent.

Section 2.  Indemnification.

                                   -10-


     a. Any Corporate Agent shall be indemnified by the corporation to the
full extent permitted by N.J.S.A. 14A:3-5 in connection with any proceeding
involving the Corporate Agent by reason of his being or having been such a
Corporate Agent.


     b. Any Corporate Agent may be insured by insurance purchased and
maintained by the corporation against any expenses incurred in any proceeding
and any liabilities asserted against him in his capacity as Corporate Agent,
whether or not the corporation would have the
power to indemnify him against such liability.
                        


                     ARTICLE X - LOANS TO AND GUARANTEES
                    OF OBLIGATIONS OF OFFICERS, DIRECTORS
                                AND EMPLOYEES

     This corporation may lend money to, or guarantee any obligation of, or
otherwise assist, any officer or other employee of this corporation or of any
subsidiary, even if said officer or other employee is also a director of this
corporation or of any subsidiary, whenever, in the judgment of the directors,
such loan, guarantee or assistance may reasonably be expected to benefit the
corporation. Such loan, guarantee or assistance must be authorized by a
majority of the entire board of directors of this corporation. Any such loan,
guarantee or other assistance may be made with or without interest, and may be
unsecured, or secured in such manner as the board of directors shall approve,
including, without limitation, a pledge of shares of this corporation, and may
be made upon such other terms and conditions as the board may determine. The
proceeds of any such loan may be applied to the purchase of shares of the
corporation and any 

                                   -11-


shares so purchased shall be deemed to be fully paid and non-assessable.


                                   -12-



                                                                 EX-3.25
                  AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership RCT, Inc.             UAG Northeast (NY), Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership RCT, Inc. and County Auto Group, Inc. dated October 1,
    1992.

B.  Partnership Name - County Auto Group Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership RCT, Inc. - 70%

    2.   UAG Northeast (NY), Inc. - 30%


                                                                      EX-3.26
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and JS2, Inc.

B.  Partnership Name - Danbury Auto Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                 EX-3.27
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.



By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and JS2, Inc.

B.  Partnership Name - Danbury Chrysler Plymouth Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                      EX-3.28
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and DiFeo BMW, Inc. dated October 1, 1992.

B.  Partnership Name - DiFeo BMW Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%



                                                                      EX-3.29
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and JS1, Inc.

B.  Partnership Name - DiFeo Chevrolet-Geo Partnership

C.  Partners' Ownership Interest -

         1. DiFeo Partnership, Inc. - 70%

         2. UAG Northeast, Inc. - 30%


                                                                 EX-3.30
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.



By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and Jeep-Eagle, Inc. dated October 1, 1992, as
    amended.

B.  Partnership Name - DiFeo Chrysler Plymouth Jeep Eagle Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                      EX-3.31

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and DiFeo Hyundai, Inc. dated October 1, 1992.

B.  Partnership Name - DiFeo Hyundai Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%



                                                                 EX-3.32
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and DiFeo Leasing Corporation dated October 1,
    1992.

B.  Partnership Name - DiFeo Leasing Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                 EX-3.33

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


         THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this
28th day of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and JS1, Inc.

B.  Partnership Name - DiFeo Nissan Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                 EX-3.34

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and Fair Chevrolet Corp. dated October 1, 1992.

B.  Partnership Name - Fair Chevrolet-Geo Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                 EX-3.35

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and Fair Hyundai Corp. dated October 1, 1992.

B.  Partnership Name - Fair Hyundai Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%



                                                                 EX-3.36
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership HCT, Inc.             Hudson Toyota, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership HCT, Inc. and Hudson Toyota, Inc. dated October 1, 1992.

B.  Partnership Name - Hudson Motors Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership HCT, Inc. - 70%

    2.   Hudson Toyota, Inc. - 30%


                                                                 EX-3.37

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership, Inc.                 UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and J&F Oldsmobile Corp. dated October 1, 1992.

B.  Partnership Name - J&F Oldsmobile-Isuzu Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                      EX-3.38
                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership IX, Inc.              UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and JS 4, Inc.

B.  Partnership Name - OCM Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership IX, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                      EX-3.39

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership VIII, Inc.            UAG Northeast, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership, Inc. and JS 4, Inc.

B.  Partnership Name - OCT Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership VIII, Inc. - 70%

    2.   UAG Northeast, Inc. - 30%


                                                                      EX-3.40

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership RCM, Inc.             UAG Northeast (NY), Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership RCM, Inc. and Rockland Motors Corp. dated October 1,
    1992.

B.  Partnership Name - Rockland Motors Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership RCM, Inc. - 70%

    2.   UAG Northeast (NY), Inc. - 30%


                                                                      EX-3.41

                   AMENDED AND RESTATED PARTNERSHIP AGREEMENT


    THIS AMENDED AND RESTATED PARTNERSHIP AGREEMENT is made as of this 28th day
of October, 1996, between the undersigned partners.

    A. NAME AND BUSINESS. The partners hereby amend and restate the partnership
agreement referenced on Schedule "A" and agree to conduct business under the
name set forth on Schedule "A". The business of the partnership will be the
sale of new and used automobiles and related business ventures.

    B. BUSINESS OFFICE. The partnership's business address is c/o United Auto
Group, Inc., 375 Park Avenue, New York, New York 10152.

    C. PARTNER'S INTERESTS. The partners have the ownership interest in the
partnership as set forth on Schedule "A".

    D. ALLOCATION AND DISTRIBUTION. A separate capital account shall be
maintained for each partner. Each partner's capital account shall be determined
and items of income, loss, credit, deduction and gains shall be allocated and
distributed, and their interest determined throughout the term of the
partnership in accordance with the requirements of Section 704(b) of the
Internal Revenue Code of 1986, as amended and any of the Treasury Regulations
promulgated from time to time thereunder.

    E. MANAGEMENT, DUTIES AND RESTRICTIONS. Each partner will have rights in
the management of the partnership business in accordance with their ownership
interests. Either partner, without the consent of the other, may enter into and
deliver any contract, agreement, guarantee, agreement to borrow or lend money,
mortgage, security agreement or lease, or purchase or contract to purchase or
sell any type of property, whether or not in the ordinary course of the
partnership business.

    F. BOOKS. The partnership books shall be maintained at the principal office
of the partnership.

    G. TERM; VOLUNTARY TERMINATION. The partnership shall continue until
voluntarily or involuntarily terminated by the partners. If dissolved at any
time by agreement of the partners, the partners shall proceed with reasonable
promptness to liquidate the business of the partnership.

    IN WITNESS WHEREOF, the partners have executed this Agreement by their duly
authorized officers.

    DiFeo Partnership SCT, Inc.             Somerset Motors, Inc.


By: /s/ Philip N. Smith                     By: /s/ Philip N. Smith
   -------------------------------             -------------------------------
    Name: Philip N. Smith                       Name: Philip N. Smith
    Title: Secretary                            Title: Secretary



                                  SCHEDULE "A"


A.  Previous Partnership Agreement - That certain partnership agreement between
    DiFeo Partnership SCT, Inc. and Somerset Motors, Inc. dated October 1,
    1992.

B.  Partnership Name - Somerset Motors Partnership

C.  Partners' Ownership Interest -

    1.   DiFeo Partnership SCT, Inc. - 70%

    2.   Somerset Motors, Inc. - 30%




                                                                      EX 3.42


                         CERTIFICATE OF INCORPORATION

                                       OF

                              UNITED LANDERS, INC.

                                * * * * * * * *

                                   ARTICLE I

                                      NAME

         The name of the corporation (the "Corporation") is: United Landers,
Inc.

                                   ARTICLE II
                          REGISTERED OFFICE AND AGENT

         The address of its registered office in the State of Delaware is 32
Loockerman Square, Suite L-100 in the City of Dover, County of Kent. The name
of its registered agent at such address is The Prentice-Hall Corporation
System, Inc.

                                  ARTICLE III
                                    PURPOSE

         The nature of the business or purposes to be conducted or promoted by
the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.



                                   ARTICLE IV
                                    CAPITAL

         The total number of shares of stock which the Corporation shall have
authority to issue is 100 shares of Common Stock, each of which shall have a
par value of $.01 per share.

                                   ARTICLE V
                                  INCORPORATOR

         The name and mailing address of the incorporator is as follows:

         Adam M. Klein                               Willkie Farr & Gallagher
                                                     153 East 53rd Street
                                                     New York, New York  10022

                                   ARTICLE VI
                                     BYLAWS

         In furtherance and not in limitation of the powers conferred by
statute, the bylaws of the Corporation may be made, altered, amended or
repealed by the stockholders or by a majority of the entire board of directors.

                                  ARTICLE VII
                             ELECTION OF DIRECTORS

         The election of directors need not be by written ballot.

                                  ARTICLE VIII
                  INDEMNIFICATION AND LIMITATION OF LIABILITY

         (a) The Corporation shall indemnify to the fullest extent permitted
under and in accordance with the laws of the State of Delaware any person who
was or is a party or is threatened to be made a party to any threatened,
pending or

                                      -2-


completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, trustee, employee or agent of or in any
other capacity with another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         (b) Expenses (including attorneys' fees) incurred in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall (in the case of any action, suit or proceeding against a director of the
Corporation) or may (in the case of any action, suit or proceeding against an
officer, trustee, employee or agent) be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board upon receipt of an undertaking by or on behalf of the indemnified person
to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.

         (c) The indemnification and other rights set forth in this paragraph
shall not be exclusive of any provisions with

                                      -3-


respect thereto in the By-Laws or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.

         (d) Neither the amendment nor repeal of this Article VIII,
subparagraph (a), (b) or (c), nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article VIII, subparagraph
(a), (b) or (c), shall eliminate or reduce the effect of this Article VIII,
subparagraphs (a), (b) and (c), in respect of any matter occurring prior to
such amendment, repeal or adoption of an inconsistent provision or in respect
of any cause of action, suit or claim relating to any such matter which would
have given rise to a right of indemnification or right to receive expenses
pursuant to this Article VIII, subparagraph (a), (b) or (c), if such provision
had not been so adopted.

         (e) No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (a) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or
any amendment thereto or successor provision thereto, or (b) shall be liable by
reason that, in addition to any and all other requirements for liability, he:

         (i) shall have breached his duty of loyalty to the Corporation or its
         stockholders;

         (ii) shall have acted, or have failed to act, not in good faith;

                                      -4-


         (iii) shall have acted, or have failed to act, in a manner involving
         intentional misconduct or a knowing violation of law; or

         (iv) shall have derived an improper personal benefit.

         If the General Corporation Law of the State of Delaware is amended 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 General
Corporation Law of the State of Delaware, as so amended.

         THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of the
State of Delaware makes this Certificate, hereby declaring and certifying that
this is his act and deed and the facts herein stated are true and, accordingly,
has hereunto set his hand this 26th day of July, 1995.

                                            /s/ Adam M. Klein
                                            ------------------------------
                                            Adam M. Klein



                                                                    EX 3.44

                           ARTICLES OF INCORPORATION

                                       OF

                            LANDERS AUTO SALES, INC.

         The undersigned, natural persons of the age of twenty-one years or
more, acting as the incorporators of a corporation under the Arkansas Business
Corporation Act (act 576 of 1965), adopt the following Articles of
Incorporation for such corporation:

FIRST:   The name of the Corporation is:

         LANDERS AUTO SALES, INC.

SECOND:  The purpose or purposes for which the corporation is organized are:
         To carry on, conduct and engage in the operation of a business 
         consisting of the sale of motor vehicles and any and all kinds of 
         equipment and accessories including the sale of any and all items 
         generally sold in or about the operation of motor vehicle sales 
         business and to do any and all things generally performed or done in 
         the operation of a motor vehicle sales business.

         To execute on behalf of itself and others, instruments and documents
         to effectuate and carry out all of said purposes and to do everything
         necessary and proper that may be incident to carrying on such business
         and the protection of the corporation and its property.

         To appoint such officers and agents as the affairs of the corporation
         shall require, and allow them suitable compensation from time to time.

         To make by-laws as may be deemed necessary for the exercise of its
         corporate powers, the management, regulation and government of its
         affairs and property, the transfer of its stock and the calling and
         holding of meetings of its stockholders, and do all other things
         authorized under the laws under which this corporation is organized.

         To do any and all other acts or things and to exercise any and all
         other powers which a natural person could do or exercise.



THIRD:   The aggregate number of shares which the corporation shall have the
         authority to issue is 100 shares with no par value.

FOURTH:  The amount of capital with which this corporation will begin business
         is $300.00.

FIFTH:    The period of duration is perpetual.

SIXTH:   The address of the initial registered office of this corporation is
         1621 Military, Benton, Arkansas.

SEVENTH: The name of its initial registered agent at such address is Bob J.
         Landers.

EIGHTH:  The number of directors constituting the initial Board of Directors is
         two. At such time that stock is owned by more than two individuals the
         Board of Directors shall consist of three persons, if there are three
         or more shareholders; said directors to be elected at the annual
         meeting or special meeting called for that purpose of the shareholders
         next following the time when the shares become owned of record by more
         than two shareholders.

NINTH:   The name and address of each incorporation is:

         NAME                     STREET ADDRESS, CITY & STATE         SHARES

         Bob J. Landers           1022 Pinewood, Benton, Arkansas        5
         Steve J. Landers         2200 Banny, Benton, Arkansas           5

         DATED:  June 2, 1975

         SIGNATURE OF INCORPORATORS:
                                                      /s/ Bob J. Landers
                                                    ------------------------
                                                        Bob J. Landers

                                                      /s/ Steve J. Landers
                                                    ------------------------
                                                        Steve J. Landers

                                      -2-



              STATE OF ARKANSAS - OFFICE OF THE SECRETARY OF STATE
                            CERTIFICATE OF AMENDMENT


         Landers Auto Sales, Inc., a corporation duly organized, created and
existing under and by virtue of the laws of the State of Arkansas, by its
President and its Secretary, DOES HEREBY CERTIFY:

         A. That all shareholders and all directors were notified within the
time and manner provided in the "Arkansas Business Corporation Act" (Act 576 of
1965), and that this Amendment is filed pursuant to said Act.

         B. That at a special joint meeting of the stockholders and directors
of said corporation, duly called and held at the office of the Company, in the
City of Benton, State of Arkansas, on September 28, 1988, the Amendment to the
Articles of Incorporation, as herein stated, was offered and unanimously
adopted.

         C. That the number of shares outstanding are ten (10), and the number
of shares entitled to vote thereon are ten (10). The number of shares which
voted for are ten (10), and the number of shares which voted against are zero
(0).

         D. That the following Article of the Articles of Incorporation of this
corporation was amended, Article THIRD, to read as follows:

         THIRD: The aggregate number of shares which the Corporation shall have
         authority to issue is one hundred (100) shares without par value, of
         which ninety-seven and one-half (97.5) shares shall be



         designated Series A, and two and one-half (2.5) shares shall be
         designated Series B. The holders of Series A shares shall have
         unlimited voting rights, and together are entitled to receive the net
         assets of the Corporation on dissolution. The holders of Series B
         shares shall have no voting rights except to the extent guaranteed by
         law, shall be redeemable by the Corporation on demand of the holder or
         the Corporation, shall not be entitled to dividends, and shall not be
         transferred other than by reacquisition by the Corporation. Shares
         issued prior to the effective date of this Amendment, are hereby
         designated Series A. Series B shares shall be subject to all
         conditions and provisions incorporated in any purchase agreement
         between the Corporation and the purchaser of Series B shares.

         IN WITNESS WHEREOF, the said Corporation, Landers Auto Sales, Inc.,
has caused its corporate name to be subscribed by its President, who hereby
certifies that the statements contained in the foregoing Certificate of
Amendment are true and correct to the best of his knowledge and beliefs, and
its corporate seal hereto affixed and duly attested by its Secretary, on this
28th day of September, 1988.

                                            LANDERS AUTO SALES, INC.
                                          ----------------------------
                                                 CORPORATE NAME


                                             /s/ Steve J. Landers
                                          ----------------------------
                                                   PRESIDENT


                                             1701 I-30 Frontage Rd.
                                          ----------------------------
                                                    ADDRESS
                                               Benton, Ark  72015

ATTEST:


/s/ Bob J. Landers
- ------------------------
    SECRETARY

                                      -2-



                        AMENDMENT AND RESTATEMENT OF THE
                           ARTICLES OF INCORPORATION
                                       OF
                            LANDERS AUTO SALES, INC.

         The undersigned certifies that he is the duly elected, qualified and
acting President of Landers Auto Sales, Inc., a corporation organized and
existing under the laws of Arkansas (the "Corporation"), and does hereby
certify as follows:

         1. A copy of the Restated Articles of Incorporation of the Corporation
is attached hereto.

         2. The Restated Articles of Incorporation of the Corporation were duly
adopted by the stockholders of the Corporation on August 15, 1995.

         3. The number of outstanding shares of capital stock of the
Corporation is ten, all of which are entitled to vote. Ten shares voted for,
and no shares voted against, adoption of the Restated Articles of Incorporation
of the Corporation.

         IN WITNESS WHEREOF, the Corporation has caused its corporate name to
be subscribed by its President, who hereby verifies that the statements
contained in the foregoing certificate are true and correct to the best of his
knowledge and belief.

Date:  August 15, 1995
                                            LANDERS AUTO SALES, INC.


                                            By /s/ Steve Landers
                                               ---------------------------
                                               Steve Landers, President

Attested by:


/s/ George G. Lowrance
- -----------------------------
George Lowrance, Secretary



                                ACKNOWLEDGEMENT

STATE OF NEW YORK    )
                     )
COUNTY OF NEW YORK   )

         On this date, before the undersigned, a Notary Public, duly
commissioned, qualified and acting within and for said County and State,
appeared in person the parties who executed the foregoing instrument, to me
personally known, who said they were duly authorized to execute the foregoing
instrument for and in the name and behalf of said corporation and further
stated and acknowledged that they had so executed said foregoing instrument for
the purposes therein set forth.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal this 15th day
of August, 1995.

                                            /s/ Elizabeth C. White
                                            ---------------------------
                                                 Notary Public

                                      -2-


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                            LANDERS AUTO SALES, INC.

                                    ********

                                   ARTICLE I
                                      NAME

         The name of the corporation (the "Corporation") is: Landers Auto
Sales, Inc.

                                   ARTICLE II
                          REGISTERED OFFICE AND AGENT

         The address of its registered office in the State of Arkansas is Congo
Exit 118 -- Highway I-30, Benton, Arkansas 72015. The name of its registered
agent at such address is Steve Landers.

                                  ARTICLE III
                                    PURPOSE

         The purpose for which the Corporation is organized is to engage in any
lawful business. The Corporation primarily engages in the operation of a
business consisting of the sale, lease and repair of motor vehicles and the
sale of motor vehicle parts and accessories.



                                   ARTICLE IV
                                    CAPITAL

         The total number of shares of capital stock which the Corporation
shall have authority to issue is 100 shares of common stock, each of which
shall have a par value of $.01 per share. Each holder of any such shares shall
be entitled to one vote per share in any stockholder vote in which such holder
is entitled to participate.

                                   ARTICLE V
                  APPLICATION OF NEW BUSINESS CORPORATION ACT

         The Corporation hereby elects to be governed by the provisions of the
Arkansas Business Corporation Act of 1987 (A.C.A. Title 4, Chapter 27).

                                   ARTICLE VI
                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by law, 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)
for unlawful distributions under Section 4-27-833 of the Arkansas Business
Corporation Act, (iv) for any transaction from which the director derived an
improper personal benefit or

                                      -2-


(v) for any action, omission, transaction or breach of a director's duty
creating any third-party liability to any person or entity other than the
Corporation or stockholder.

         If the Arkansas Business Corporation Act is amended 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 Arkansas Business
Corporation Act as so amended.

                                  ARTICLE VII
                                INDEMNIFICATION

         The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Arkansas any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal

                                      -3-


action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

         Expenses (including attorneys' fees) incurred by a director or officer
in defending any civil or criminal action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
VII. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.

         The indemnification and advancement of expenses provided by this
Article VII shall not be deemed exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any applicable
law, Bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to action in
other capacities while holding such office.

         Neither the amendment nor repeal of this Article VII nor the adoption
of any provision of these Restated Articles of Incorporation inconsistent with
this Article VII shall eliminate or reduce the effect of this Article VII in
respect of any matter occurring prior to such amendment, repeal or adoption of
an inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses

                                      -4-


pursuant to this Article VII if such provision had not been so amended or
repealed or if a provision inconsistent therewith had not been so adopted.

                                   * * * * *

                                      -5-



                                AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                            LANDERS AUTO SALES, INC.

         The undersigned, as the duly elected, qualified and acting President
and Secretary of Landers Auto Sales, Inc. (the "Corporation"), pursuant to
applicable provisions of the Arkansas Business Corporation Act [codified as
Ark. Code Ann. ss.64-101 et. seq. (1966 Repl)], as amended, hereby certify as
follows:

         1. That a special meeting of the stockholders of said Corporation,
duly called and held at the office of the Corporation in the City of Benton,
State of Arkansas, on March 3, 1995, pursuant to waiver of notice and consent
executed by the shareholders, the amendment to the Articles of Incorporation,
herein stated was offered and adopted.

         2. That the number of shares outstanding are 10 and that the number of
shares entitled to vote thereon are 10 (100%). The number of shares which voted
for the amendments were 10. The number of shares which voted against the
amendments were zero.

         3. That Article Third of the Articles of Incorporation of this
Corporation was amended to read as follows:

         THIRD:    The aggregate  number of shares which the  Corporation
                   shall have authority to issue is one hundred (100) shares
                   with no par value.

         IN WITNESS WHEREOF, Landers Auto Sales, Inc. has caused its corporate
name to be subscribed by its President who hereby verifies that the statements
contained in the foregoing certificate of amendment are true and correct to the
best of his knowledge and belief, an its corporate seal affixed and duly
attested by its Secretary, on this 3rd day of March, 1995.

                                            LANDERS AUTO SALES, INC.


                                            By: /s/ Steve Landers
                                                ---------------------
                                                Steve Landers
[CORPORATE SEAL]

ATTEST:


/s/ Bob J. Landers
- ------------------------
Secretary



                                 ACKNOWLEDGMENT

STATE OF ARKANSAS   )
                    ) ss.
COUNTY OF SALINE    )

         On this date appeared before the undersigned a Notary Public and for
said County and State, known to me personally to be the parties who executed
the foregoing Certificate of Amendment to Articles of Incorporation,
acknowledged they had executed same.

         WITNESS my hand and seal this 3rd day of March, 1995.


                                            /s/ Mary Lynn Seabaugh
                                            -------------------------
                                            Notary Public

[SEAL]

My Commission Expires:

       3-26-2002
- ----------------------

                                      -2-



                                                                 EX-3.45

                                     BYLAWS
                                       OF
                            LANDERS AUTO SALES, INC.

                            (as amended and restated
                             as of August 1, 1995)


                                   ARTICLE I

                                  Stockholders

         Section 1.1. Annual Meetings. An annual meeting of stockholders shall
be held for the election of directors at such date, time and place, either
within or without the State of Arkansas, as may be designated by resolution of
the Board of Directors from time to time. Any other proper business may be
transacted at the annual meeting.

         Section 1.2. Special Meetings. Special meetings of stockholders for
any purpose or purposes may be called at any time by (i) the Board of
Directors, (ii) a committee of the Board of Directors which has been duly
designated by the Board of Directors, and whose powers and authority, as
expressly provided in a resolution of the Board of Directors, include the power
to call such meetings, or (iii) the holders of at least 10% of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting, provided, such holders sign, date and deliver to the Secretary
of the corporation one or more written demands for the meeting describing the
purpose or purposes for which it is to be held.

         Section 1.3. Notice of Meetings. Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting, and,
in the case of a special meeting, the purpose or purposes for which the meeting
is called. Except as provided below or as otherwise provided by law, the
written notice of any meeting shall be given not less than ten nor more than
sixty days before the date of the meeting to each stockholder entitled to vote
at such meeting. Notice of a meeting at which a proposal to increase the
authorized capital stock or bond indebtedness of the corporation is to be
submitted shall state the purpose or purposes for which the meeting is called
and shall be given not less than sixty nor more than seventy-five days before
the date of the meeting. If mailed, such notice shall be deemed to be given
when deposited in the mail, postage prepaid, directed to the stockholder at his
address as it appears on the records of the corporation.



         Section 1.4. Adjournments. Any meeting of stockholders, annual or
special, may adjourn from time to time to reconvene at the same or some other
place, and notice need not be given of any such adjourned meeting if the
meeting and place thereof are announced at the meeting at which the adjournment
is taken. At the adjourned meeting the corporation may transact any business
which might have been transacted at the original meeting. If a new record date
is or must be fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

         Section 1.5. Quorum. At each meeting of stockholders, except where
otherwise provided by law or the corporation's Certificate of Incorporation
(the "Certificate of Incorporation") or these Bylaws, the holders of a majority
of the votes represented by the outstanding shares of stock entitled to vote at
the meeting, present in person or by proxy, shall constitute a quorum. In the
absence of a quorum, the stockholders so present may, by majority vote, adjourn
the meeting from time to time in the manner provided in Section 1.4 of these
Bylaws until a quorum shall attend. Shares of its own stock belonging to the
corporation or to another corporation, if a majority of the shares entitled to
vote in the election of directors of such other corporation is held by the
corporation, shall neither be entitled to vote nor be counted for quorum
purposes; provided, however, that the foregoing shall not limit the right of
the corporation to vote stock, including but not limited to its own stock, held
by it in a fiduciary capacity.

         Section 1.6. Organization. Meetings of stockholders shall be presided
over by the Chairman of the Board, if any, or in his absence by the Vice
Chairman of the Board, if any, or in his absence by the President, or in his
absence by a Vice President, or in the absence of the foregoing persons by a
chairman designated by the Board of Directors, or in the absence of such
designation by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 1.7. Voting; Proxies. Except as otherwise provided by the
Certificate of Incorporation, each stockholder entitled to vote at any meetings
of stockholders shall be entitled to one vote for each share of stock held by
him which has voting power upon the matter in question. Each stockholder
entitled to vote at a meeting of stockholders may authorize another person or
persons to act for him by proxy, but no such proxy shall be voted or acted upon
after eleven months from its date, unless the proxy provides for a longer
period. A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting in person or
by filing an instrument in writing revoking the proxy

                                      -2-



or another duly executed proxy bearing a later date with the Secretary of the
corporation. Voting at meetings of stockholders need not be by written ballot
and need not be conducted by inspectors unless the holders of a majority of the
votes represented by the outstanding shares of all classes of stock entitled to
vote thereon present in person or by proxy at such meeting shall so determine.
At all meetings of stockholders for the election of directors a plurality of
the votes cast shall be sufficient to elect. All other elections and questions
shall, unless otherwise provided by law or by the Certificate of Incorporation,
be decided by a majority of the votes cast on any such election or question.

         Section 1.8. Fixing Date for Determination of Stockholders of Record.
In order that the corporation may determine the stockholders entitled to notice
of or to vote at any meeting of stockholders or any adjournment thereof, or to
express consent to corporate action in writing without a meeting, or entitled
to receive payment of any dividend or other distribution or allotment of any
rights, or entitled to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful action, the Board
of Directors may fix a record date, which record date shall not be more than
seventy days prior to such meeting or action. If no record date is fixed: (i)
the record date for determining stockholders entitled to notice of or to vote
at a meeting of stockholders shall be at the close of business on the day next
preceding the day on which the first notice is delivered to stockholders, or,
if notice is waived, at the close of business on the day next preceding the day
on which the meeting is held; (ii) the record date for determining stockholders
entitled to express consent to corporate action in writing without a meeting
shall be the date on which the first stockholder signs the consent; and (iii)
the record date for determining stockholders for any other purpose shall be at
the close of business on the day on which the Board of Directors adopts the
resolution relating thereto. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting unless the Board of Directors fixes a new record
date for the adjourned meeting, which it must do if the meeting is adjourned to
a date more than one hundred twenty days after the date fixed for the original
meeting.

         Section 1.9. List of Stockholders Entitled to Vote. The corporation
shall prepare an alphabetical list of the stockholders entitled to vote at the
meeting, arranged by voting group and showing the address of and the number of
shares held by each stockholder. Such list shall be open to the examination of
any stockholder, his agent or attorney, during ordinary business hours, for a
period beginning two business days after notice of the meeting is given and
continuing through the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the corporation's principal office. The
list 


                                      -3-


shall also be made available at the meeting and any stockholder, his agent
or attorney is entitle to inspect the list at any time during the meeting or
any adjournment. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list of stockholders or
the books of the corporation, or to vote in person or by proxy at any meeting
of stockholders.

         Section 1.10. Action by Consent of Stockholders. Unless otherwise
restricted by the Certificate of Incorporation, any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, provided, however,
that action by written consent on proposals to increase the capital stock or
bond indebtedness of the corporation shall be signed by all of the
stockholders. Any written consent executed by one or more shareholders pursuant
to this section shall be delivered to the corporation for inclusion in the
minutes or filing with the corporate records.

                                   ARTICLE II

                               Board of Directors

         Section 2.1. Number; Qualifications; Advisory Directors. The Board of
Directors shall consist of at least one and not more than ten members, as
determined from time to time by resolution of the Board of Directors. Directors
need not be stockholders. The Board of Directors may appoint one or more
Advisory Directors who may participate in meetings of the Board but who shall
not be entitled to vote on any matters before the Board.

         Section 2.2. Election; Resignation; Removal. At each annual meeting of
stockholders, the stockholders shall elect Directors, each of whom shall hold
office until the next annual meeting of stockholders and until his successor is
elected and qualified. Any Director may resign at any time upon written notice
to the Board of Directors, its chairman or the corporation. Such resignation
shall take effect at the time specified therein, and if no time is specified,
at the time of its receipt by the Board of Directors, its chairman or the
corporation. Any director may be removed from the Board of Directors, with or
without cause, by the holders of a majority of the shares of capital stock
entitled to vote, and the office of such director shall forthwith become
vacant.

         Section 2.3. Filling of Vacancies. Any vacancy among the directors,
occurring from any cause whatsoever, may be filled by 

                                      -4-


a majority of the remaining directors, though less than a quorum, provided,
however, that the stockholders removing any director may at the same meeting
fill the vacancy caused by such removal, and provided further, that if the
directors fail to fill any such vacancy, the stockholders may at any special
meeting called for that purpose fill such vacancy. In case of any increase in
the number o! directors, the additional directors may be elected by the
directors in office prior to such increase. Any person elected to fill a
vacancy shall hold office, subject to the right of removal as hereinbefore
provided, until the next annual election and until his successor is elected and
qualifies.

         Section 2.4. Regular Meetings. Regular meetings of the Board of
Directors may be held at such places within or without the State of Arkansas
and at such times as the Board of Directors may from time to time determine,
and notices thereof need not be given.

         Section 2.5. Special Meetings. Special meetings of the Board of
Directors may be held at any time or place within or without the State of
Arkansas whenever called by the President, any Vice President, the Secretary,
or by any member of the Board of Directors. Reasonable notice thereof shall be
given by the person or persons calling the meeting.

         Section 2.6. Telephonic Meetings Permitted. Members of the Board of
Directors, or any committee designated by the Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
provision shall constitute presence in person at such meeting.

         Section 2.7. Quorum; Vote Required for Action. At all meetings of the
Board of Directors a majority of the whole Board shall constitute a quorum for
the transaction of business. Except in cases in which the Certificate of
Incorporation or these Bylaws otherwise provide, the vote of a majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors.

         Section 2.8. Organization. Meetings of the Board of Directors shall be
presided over by the Chairman of the Board, if any, or in his absence by the
Vice Chairman of the Board, if any, or in his absence by the President, or in
their absence by a chairman chosen at the meeting. The Secretary shall act as
secretary of the meeting, but in his absence the chairman of the meeting may
appoint any person to act as secretary of the meeting.

         Section 2.9. Informal Action by Directors. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors, or of any
committee thereof, 

                                      -5-


may be taken without a meeting if all members of the Board or such committee,
as the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.

                                  ARTICLE III

                                   Committees

         Section 3.1. Committees. The Board of Directors may, by resolution
passed by a majority of the whole Board, designate one or more committees, each
committee to consist of two or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. Any such committee, to the extent provided in the resolution of
the Board of Directors, shall have and may exercise all the powers and
authority of the Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of the corporation to be
affixed to all papers which may require it, provided, however, that no such
committee shall (i) authorize distributions, (ii) approve or propose to
stockholders action that requires stockholder approval under the Arkansas
Business Corporation Act, (iii) fill vacancies on the Board of Directors or on
any of its committees, (iv) amend the Certificate of Incorporation, (v) adopt,
amend or repeal Bylaws, (vi) approve a plan of merger not requiring stockholder
approval, (vii) authorize or approve reacquisition of shares (except according
to a formula or method prescribed by the Board of Directors) or (viii)
authorize or approve the issuance or sale or contract for sale of shares, or
determine the designation and relative rights, preferences and limitations of a
class or series of shares (except that the Board of Directors may authorize a
committee or a senior executive officer of the corporation to do so within the
limits specifically prescribed by the Board of Directors).

         Section 3.2. Committee Rules. Unless the Board of Directors otherwise
provides, each committee designated by the Board may make, alter and repeal
rules for the conduct of its business. In the absence of such rules each
committee shall conduct its business in the same manner as the Board of
Directors conducts its business pursuant to Article II of these Bylaws.

                                   ARTICLE IV

                                    Officers

         Section 4.1. Executive Officers; Election; Qualification; Term of
Office; Resignation; Removal; Vacancies. The Board of Directors shall elect a
President and Secretary, and it may, if it so determines, choose a Chairman of
the Board and a Vice 

                                      -6-


Chairman of the Board from among its members. The Board of Directors may also
choose one or more executive officers having such titles as the Board may deem
appropriate, including but not limited to, Vice Presidents, Assistant
Secretaries, Managing Directors, one Treasurer and one or more Assistant
Treasurers. Each such officer shall hold office until the first meeting of the
Board of Directors after the annual meeting of stockholders next succeeding his
election, and until his successor is elected and qualified or until his earlier
resignation or removal. Any officer may resign at any time upon written notice
to the corporation. The Board of Directors may remove any officer with or
without cause at any time, but such removal shall be without prejudice to the
contractual rights of such officer, if any, with the corporation. Any number of
offices may be held by the same person. Any vacancy occurring in any office of
the corporation by death, resignation, removal or otherwise may be filled for
the unexpired portion of the term by the Board of Directors at any regular or
special meeting.

         Section 4.2. Powers and Duties of Executive officers. The officers of
the corporation shall have such powers and duties in the management of the
corporation as may be prescribed by the Board of Directors and, to the extent
not so provided, as generally pertain to their respective offices, subject to
the control of the Board of Directors. The Board of Directors may require any
officer, agent or employee to give security for the faithful performance of his
duties.

                                   ARTICLE V

                                     Stock

         Section 5.1. Certificates. Every holder of stock shall be entitled to
have a certificate signed by or in the name of the corporation by the Chairman
or Vice Chairman of the Board of Directors, if any, or the President or a Vice
President, and by the Treasurer or an Assistant Treasurer, or the Secretary or
an Assistant Secretary, of the corporation, certifying the number of shares
owned by him in the corporation. Any or all of the signatures on the
certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the
date of issue.

    Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New
Certificates. The corporation may issue a new certificate of stock in the place
of any certificate theretofore issued by it, alleged to have been lost, stolen
or destroyed, and the corporation may require the owner of the lost, stolen or
destroyed certificate, or his legal representative, to give the 

                                      -7-



corporation a bond sufficient to indemnify it against any claim that may be
made against it on account of the alleged loss, theft or destruction of any
such certificate or the issuance of such new certificate.

                                   ARTICLE VI

                                Indemnification

         Section 6.1. Right to Indemnification. The corporation shall indemnify
and hold harmless, to the fullest extent permitted by applicable law as it
presently exists or may hereafter be amended, any person who was or is made or
is threatened to be made a party or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director,
advisory director, officer, employee or agent of the corporation or any of its
direct or indirect foreign subsidiaries or is or was serving at the request of
the corporation as a director, advisory director, officer, employee or agent of
another corporation or of a partnership, joint venture, trust, enterprise or
non-profit entity, including service with respect to employee benefit plans,
against all expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with
such proceeding. The corporation shall be required to indemnify a person in
connection with a proceeding initiated by such person only if the proceeding
was authorized by the Board of Directors of the corporation.

         Section 6.2. Prepayment of Expenses. The corporation shall pay the
expenses incurred in Defending any proceeding in advance of its final
disposition, provided, however, that the payment of expenses incurred by a
director, advisory director or officer in his capacity as such in advance of
the final disposition of the proceeding shall be made only upon receipt of an
undertaking by such director, advisory director or officer to repay all amounts
advanced if it should be ultimately determined that the director, advisory
director or officer is not entitled to be indemnified under this Article VI or
otherwise.

         Section 6.3. Claims. If a claim for indemnification or payment of
expenses under this Article VI is not paid in full within ninety days after a
written claim therefor has been received by the corporation the claimant may
file suit to recover the unpaid amount of such claim and, if successful in
whole or in part, shall be entitled to be paid the expenses of prosecuting such
claim. In any such action, the corporation shall have the burden of proving
that the claimant was not entitled to the requested indemnification or payment
of expenses under applicable law.

                                      -8-



         Section 6.4. Non-Exclusivity of Rights. The rights conferred on any
person by this Article VI shall not be exclusive of any other rights which such
person may have or hereafter acquire under any statute, provision of the
Certificate of incorporation, these Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

         Section 6.5. Other Indemnification. The corporation's obligation, if
any, to indemnify any person who was or is serving at its request as a
director, advisory director, officer, employee, fiduciary or agent of another
corporation, partnership, joint venture, trust, enterprise or non-profit entity
shall be reduced by any amount such person may collect as indemnification from
such other corporation, partnership, joint venture, trust, enterprise or
non-profit enterprise.

         Section 6.6.  Amendment or Repeal.  Any repeal or
modification of the foregoing provisions of this Article VI shall not adversely
affect any right or protection hereunder of any person in respect of any act or
omission occurring prior to the time of such repeal or modification.


                                  ARTICLE VII

                                 Miscellaneous

         Section 7.1. Fiscal Year. The fiscal year of the corporation shall be
a 52/53 week year, ending on the Sunday closest to December 31, or such other
period as may be determined by resolution of the Board of Directors.

         Section 7.2. Seal. The corporate seal shall have the name of the
corporation inscribed thereon and shall be in such form as may be approved from
time to time by the Board of Directors.


    Section 7.3. Interested Directors; Quorum. No contract or transaction
between the corporation and one or more of its directors or officers of a
corporation, partnership, association, or other organization or entity in which
one or more of its directors or officers are directors or officers, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the Board or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose, if: (i) the
material facts as to his relationship or interest and as to the contract or
transaction are disclosed or are known to the Board of Directors or the
committee, and the Board or committee authorizes, approves or ratifies the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum, provided, however, that such majority consists of more than one
director; or (ii) the material facts as to his 

                                      -9-



relationship or interest and as to the contract or transaction are disclosed or
are known to the stockholders entitled to vote thereon, and the contract or
transaction is specifically authorized, approved or ratified by the
stockholders; or (iii) the contract or transaction was fair to the corporation.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or of a committee at which the
contract or transaction is voted upon.

         Section 7.4. Form of Records. Any records maintained by the
corporation in the regular course of its business, including its stock ledger,
books of account, and minute books, may be kept on, or be in the form of, punch
cards, magnetic tape, photographs, microphotographs, or any other information
storage device, provided that the records so kept can be converted into clearly
legible form within a reasonable time. The corporation shall so convert any
records so kept upon the request of any person entitled to inspect the same.

         Section 7.5. Amendment of Bylaws. These Bylaws may be altered or
repealed, and new Bylaws made, (i) by the Board of Directors unless (A) the
Certificate of Incorporation or the Arkansas Business Corporation Act reserve
this power exclusively to the stockholders in whole or part or (B) the
stockholders in amending or repealing a particular Bylaw provide expressly that
the Board of Directors may not amend or repeal that Bylaw, or (ii) by the
stockholders.

                                   * * * * *

                                       10



                                                                      EX 3.46

                           ARTICLES OF INCORPORATION

                                       OF

                          LANDERS BUICK-PONTIAC, INC.


         The undersigned person hereby states the following to form a
corporation pursuant to the Arkansas Business Corporation Act:

         1. The name of the corporation is Landers Buick-Pontiac, Inc.

         2. The corporation is authorized to issue one thousand (1000) shares
of stock and each share shall have a par value of One Dollar ($1.00).

         3. The initial registered office of this corporation shall be located
at 3652 Highway 5, Benton, Arkansas 72015 and the name of the registered agent
of this corporation at that address is Lance Landers.

         4. The name and address of the incorporator is:

                   Lance Landers            3652 Highway 5
                                            Benton, Arkansas 72015

         5. The nature of the business of the corporation and the objects or
purposes proposed to be transacted, promoted or carried on by it are as
follows:

              a) The primary purpose of the corporation shall be the operation
              of an automobile dealership, including without limitation the
              purchase and sale of new and used motor vehicles; the financing
              thereof; the purchase and sale of insurance generally associated
              with said business; and all other matters incidental thereto and
              associated therewith.

              b) To conduct any other business enterprise not contrary to law.

              c) To exercise any and all of the powers enumerated in the
              Arkansas Business Corporation Act, as it now exists or may
              hereafter be amended.

         6. The President and Secretary of the corporation shall have the
authority on behalf of the corporation to enter into any contract between the
corporation and its shareholders: (a) imposing restrictions on the future
transfer (whether intervivos, by inheritance or testamentary gift),
hypothecation 



or other disposition of its shares; (b) granting purchase options
to the corporation or its shareholders; (c) requiring the corporation or its
shareholders to purchase such shares upon stated contingencies.

         7. The number of Directors constituting the initial Board of Directors
shall be one. The member of the initial Board of Directors and his address is:

                   Lance Landers            3652 Highway 5
                                            Benton, Arkansas 72015

         8. All shares of stock issued by the corporation shall be represented
by certificates.

         9. To the fullest extent permitted by the Arkansas Business
Corporation Act as it now exists or may hereafter be amended, a Director of
this corporation shall not be liable to the corporation or its shareholders for
monetary damages for breach of fiduciary duty as a Director.

         10. All shareholders are entitled to cumulate their votes for
Directors. The corporation elects to have preemptive rights.

         11. The corporation may indemnify any person who was, or is, a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding to the fullest extent permitted by the Arkansas
Business Corporation Act, as it now exists or may hereafter be amended.

         EXECUTED this 22nd day of November, 1994.


                                            /s/ Lance Landers
                                            -----------------------------------
                                            Lance Landers, Incorporator



                          ARTICLES OF AMENDMENT TO THE
                          ARTICLES OF INCORPORATION OF
                          LANDERS BUICK-PONTIAC, INC.

         I, Lance Landers, the President and Secretary, of Landers
Buick-Pontiac, Inc., a corporation duly organized, created, and existing under
and by virtue of the laws of the State of Arkansas, hereby certify that:

         1. The following Amendment to the Articles of Incorporation of Landers
Buick-Pontiac, Inc. was adopted by unanimous consent of the Board of Directors
and Stockholders of said corporation on March 14, 1995.

         RESOLVED, that the Articles of Incorporation shall be amended as
follows:

              2: The corporation is authorized to have and issue two classes of
              shares of stock. The corporation is authorized to issue 1000
              shares of Class A which shall have the full voting rights. The
              Class A share shall have a par value of One Dollar ($1.00) each.
              The Corporation is authorized to issue 1000 shares of Class B
              non-voting shares. The Class B shares shall have a par value of
              One Dollar ($1.00) each. The Class B shares are redeemable or
              convertible:

                   (I)(i) At the option of the corporation, or upon the
                   occurrence of a designated event determined by the Board of
                   Directors; (ii) For cash, indebtedness, securities, or other
                   property; (iii) In a designated amount or in an amount
                   determined in accordance with a designated formula or by
                   reference to extrinsic data or events determined by the
                   Board of Directors.

                   (II) Dividends are non cumulative.

                   (III) Upon dissolution the Class B shares shall be entitled
                   to no more than twenty percent (20%) of the total sums
                   available for distribution.



              The Board of Directors shall have the authority to determine, in
              whole or in part, the preferences, limitations and relative
              rights within the limits set forth in A.C.A. 4-27-601 of any
              class of shares before issuance.

              9: 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; provided, however, this
              provision does not eliminate or limit the liability of a director
              (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) for voting for or assenting to an
              unlawful distribution by the corporation, as provided in Section
              4-27-833 of the Arkansas Business Corporation Act, (iv) for any
              transaction from which the director derived any improper personal
              benefit, or (v) for any action, omission, transaction, or breach
              of a director's duty creating any third party liability to any
              person or entity other than the corporation or its stockholders.
              If the Arkansas Business Corporation Act is amended after the
              effective date of the adoption of this Paragraph 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 Arkansas Business Corporation Act, as so
              amended.

              Any repeal or modification of the foregoing paragraph 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.

              11: Directors and officers of the corporation shall be
              indemnified to the fullest extent now or hereafter permitted by
              law in connection with any actual or threatened action or
              proceeding (including civil, criminal, administrative, or
              investigative proceedings) arising out of their service to the
              corporation or to another organization at the corporation's
              request. Persons who are not directors and officers of the
              corporation may be similarly indemnified with respect to their
              service to the corporation or to another organization at the
              corporation's request

                                      -2-


              to the extent authorized at any time by the Board of Directors.

         2. On the date of the adoption of the foregoing resolution there were
1000 shares of $1.00 par value common stock outstanding and entitled to vote
thereon. The number of shares voted for and against such amendment were as
follows:

                       FOR                        AGAINST
                       ---                        -------

                       1000                         -0-

         IN TESTIMONY WHEREOF, we have hereunto set our hands as President and
Secretary of Landers Buick-Pontiac, Inc. on March 14, 1995.


                                         /s/ Lance Landers
                                         --------------------------------------
                                         Lance Landers, President and Secretary

                                      -3-



                          ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                          LANDERS BUICK-PONTIAC, INC.



         I, Lance Landers, the President and Secretary, of Landers
Buick-Pontiac, Inc., a corporation duly organized, created and existing under
and by virtue of the laws of the State of Arkansas, hereby certify as follows:

         1. The following Amendments to the Articles of Incorporation of
Landers Buick-Pontiac, Inc. were adopted by unanimous consent of the Board of
Directors and shareholders of said corporation effective December 28, 1995:

         RESOLVED, that the Articles of Incorporation be amended to add Article
         12 to read as follows:

              By unanimous vote of the shareholders, the Corporation hereby
              elects to be governed by the provisions of the Arkansas Business
              Corporation Act of 1987 (Acts 1987, No. 958).

         RESOLVED, that Article 2 of the Articles of Incorporation be amended
         as follows:

              The Corporation is authorized to issue two thousand (2,000)
              shares of capital stock and each share shall have a par value of
              one dollar ($1.00).

         2. On the date of the adoption of the foregoing resolution there were
1,000 shares of common stock outstanding and entitled to vote thereon. The
number of shares voted for and against such amendment were as follows:

                          FOR                       AGAINST
                          ---                       -------

                         1,000                        -0-

         IN TESTIMONY WHEREOF, I have hereunto set my hand as President and
Secretary, of Landers Buick-Pontiac, Inc. on December 28, 1995. I further
verify that the statements contained herein are true and correct to the best of
my knowledge and belief.


                                           /s/ Lance Landers
                                           ------------------------------------
                                           Lance Landers, President/Secretary



                                                                        EX 3.48

                         ARTICLES OF INCORPORATION OF

                        LANDERS UNITED AUTO GROUP, INC.


         THE UNDERSIGNED, in order to form a business corporation for the
purposes stated, pursuant to the provisions of the Arkansas Business
Corporation Act, (codified as Ark. Code Ann. 4-27-101, et. seq. (1987 Supp.)),
hereby states as follows:

                           I. NAME OF THE CORPORATION

         The name of the corporation is Landers United Auto Group, Inc.,
(hereinafter referred to as the "Corporation").

                          II. AUTHORIZED CAPITAL STOCK

         The total number of shares of capital stock which the Corporation
shall have authority to issue is 100 shares of common stock, each of which
shall have a par value of $.01 per share. Each holder of any such shares shall
be entitled to one vote per share in any stockholder vote in which such holder
is entitled to participate.

                        III. REGISTERED OFFICE AND AGENT

         The street address of the initial registered office of the Corporation
shall be Congo Exit - Highway I-30, Benton, Arkansas 72015. The registered
agent of the Corporation at such address is Steve Landers.

                                IV. INCORPORATOR

         The name and address of each incorporator of the Corporation is as
follows:



                   Name                               Address
                   ----                               -------

               John Landers                  Congo Exit - Highway I-30
                                             Benton, Arkansas 72015

                       V. PRIMARY PURPOSE OF CORPORATION

         The purpose for which the Corporation is organized is to engage in any
lawful business. The Corporation primarily engages in the operations of a
business consisting of the sale, lease and repair of motor vehicles and the
sale of motor vehicles parts and accessories.

                             VI. BOARD OF DIRECTORS

         The number of directors constituting the initial Board of Directors
shall be three (3). The number of directors may thereafter be changed in
accordance with the bylaws of the Corporation.

         The name and address of each individual who is to serve as a member of
the initial Board of Directors of the Corporation is as follows:

                   Name                               Address
                   ----                               -------

               Steve Landers                 Congo Exit - Highway I-30
                                             Benton, Arkansas 72015

               John Landers                  Congo Exit - Highway I-30
                                             Benton, Arkansas 72015

               George Lowrance               375 Park Avenue
                                             New York, NY 10022


               VII. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by law, a director of the Corporation
shall not be personally liable to the Corporation or

                                      -2-


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) for unlawful distributions under Section 4-27-833 of the Arkansas
Business Corporation Act, (iv) for any transaction from which the director
derived an improper personal benefit or (v) for any action, omission,
transaction or breach of a director's duty creating any third-party liability
to any person or entity other than the Corporation or stockholders. If the
Arkansas Business Corporation Act is amended 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 Arkansas Business Corporation Act as so
amended.

                             VIII. INDEMNIFICATION

         The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Arkansas any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint

                                      -3-


venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Expenses (including attorneys' fees) incurred by a director or officer
in defending any civil or criminal action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.

         The indemnification and advancement of expenses provided by this
Article VIII shall not be deemed exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any applicable
law, bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to action in
other capacities while holding such office.

         Neither the amendment nor repeal of this Article VIII nor the adoption
of any provision of these Articles of Incorporation

                                      -4-


inconsistent with this Article VIII shall eliminate or reduce the effect of
this Article VIII in respect of any matter occurring prior to such amendment,
repeal or adoption of an inconsistent provision or in respect of any cause of
action, suit or claim relating to any such matter which would have given rise
to a right of indemnification or right to receive expenses pursuant to this
Articles VIII if such provision had not been so amended or repealed or if a
provision inconsistent therewith had not been so adopted.

         EXECUTED this 13th day of December, 1995.


                                            /s/ John Landers
                                            -------------------------------
                                            John Landers, Incorporator


                                     -5-



                                                                        EX 3.50


                          ARTICLES OF INCORPORATION OF

                     LANDERS UNITED AUTO GROUP NO. 2, INC.


         THE UNDERSIGNED, in order to form a business corporation for the
purposes stated, pursuant to the provisions of the Arkansas Business
Corporation Act, (codified as Ark. Code Ann. 4-27-101, et. seq. (1987 Supp.)),
hereby states as follows:

                           I. NAME OF THE CORPORATION

         The name of the corporation is Landers United Auto Group No. 2, Inc.,
(hereinafter referred to as the "Corporation").

                          II. AUTHORIZED CAPITAL STOCK

         The total number of shares of capital stock which the Corporation
shall have authority to issue is 100 shares of common stock, each of which
shall have a par value of $.01 per share. Each holder of any such shares shall
be entitled to one vote per share in any stockholder vote in which such holder
is entitled to participate.

                        III. REGISTERED OFFICE AND AGENT

         The street address of the initial registered office of the Corporation
shall be Congo Exit - Highway I-30, Benton, Arkansas 72015. The registered
agent of the Corporation at such address is Steve Landers.



                                IV. INCORPORATOR

         The name and address of each incorporator of the Corporation is as
follows:

                   Name                               Address
                   ----                               -------

              John Landers                  Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

                       V. PRIMARY PURPOSE OF CORPORATION

         The purpose for which the Corporation is organized is to engage in any
lawful business. The Corporation primarily engages in the operations of a
business consisting of the sale, lease and repair of motor vehicles and the
sale of motor vehicle parts and accessories.

                             VI. BOARD OF DIRECTORS

         The number of directors constituting the initial Board of Directors
shall be three (3). The number of directors may thereafter be changed in
accordance with the bylaws of the Corporation.

         The name and address of each individual who is to serve as a member of
the initial Board of Directors of the Corporation is as follows:

                   Name                               Address
                   ----                               -------

              Steve Landers                 Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

              John Landers                  Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

              George Lowrance               375 Park Avenue
                                            New York, NY 10022

                                      -2-


               VII. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by law, 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)
for unlawful distributions under Section 4-27-833 of the Arkansas Business
Corporation Act, (iv) for any transaction from which the director derived an
improper personal benefit or (v) for any action, omission, transaction or
breach of a director's duty creating any third-party liability to any person or
entity other than the Corporation or stockholders.

         If the Arkansas Business Corporation Act is amended 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 Arkansas Business
Corporation Act as so amended.

                             VIII. INDEMNIFICATION

         The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Arkansas any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director,

                                      -3-


officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Expenses (including attorneys' fees) incurred by a director or officer
in defending any civil or criminal action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.

         The indemnification and advancement of expenses provided by this
Article VIII shall not be deemed exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any applicable
law, bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as

                                      -4-

                                       


to action in their official capacities and as to action in other capacities
while holding such office.

         Neither the amendment nor repeal of this Article VIII nor the adoption
of any provision of these Articles of Incorporation inconsistent with this
Article VIII shall eliminate or reduce the effect of this Article VIII in
respect of any matter occurring prior to such amendment, repeal or adoption of
an inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Articles VIII if
such provisions had not been so amended or repealed or if a provision
inconsistent therewith had not been so adopted.

         EXECUTED this 8th day of May, 1996.


                                            /s/ John Landers
                                            -----------------------------------
                                            John Landers, Incorporator


                                      -5-



                                                                        EX 3.52

                          ARTICLES OF INCORPORATION OF

                     LANDERS UNITED AUTO GROUP NO. 3, INC.


         THE UNDERSIGNED, in order to form a business corporation for the
purposes stated, pursuant to the provisions of the Arkansas Business
Corporation Act, (codified as Ark. Code Ann. 4-27-101, et. seq. (1987 Supp.)),
hereby states as follows:

                           I. NAME OF THE CORPORATION

         The name of the corporation is Landers United Auto Group No. 3, Inc.,
(hereinafter referred to as the "Corporation").

                          II. AUTHORIZED CAPITAL STOCK

         The total number of shares of capital stock which the Corporation
shall have authority to issue is 100 shares of common stock, each of which
shall have a par value of $.01 per share. Each holder of any such shares shall
be entitled to one vote per share in any stockholder vote in which such holder
is entitled to participate.

                        III. REGISTERED OFFICE AND AGENT

         The street address of the initial registered office of the Corporation
shall be Congo Exit - Highway I-30, Benton, Arkansas 72015. The registered
agent of the Corporation at such address is Steve Landers.

                                IV. INCORPORATOR

         The name and address of each incorporator of the Corporation is as
follows:



                   Name                            Address
                   ----                            -------

              John Landers                  Congo Exit - Highway I-30
                                            Benton, Arkansas 72015


                       V. PRIMARY PURPOSE OF CORPORATION

         The purpose for which the Corporation is organized is to engage in any
lawful business. The Corporation primarily engages in the operations of a
business consisting of the sale, lease and repair of motor vehicles and the
sale of motor vehicle parts and accessories.

                             VI. BOARD OF DIRECTORS

         The number of directors constituting the initial Board of Directors
shall be three (3). The number of directors may thereafter be changed in
accordance with the bylaws of the Corporation.

         The name and address of each individual who is to serve as a member of
the initial Board of Directors of the Corporation is as follows:

                   Name                            Address
                   ----                            -------

              Steve Landers                 Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

              John Landers                  Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

              George Lowrance               375 Park Avenue
                                            New York, NY 10022

                                      -2-


               VII. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by law, 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)
for unlawful distributions under Section 4-27-833 of the Arkansas Business
Corporation Act, (iv) for any transaction from which the director derived an
improper personal benefit or (v) for any action, omission, transaction or
breach of a director's duty creating any third-party liability to any person or
entity other than the Corporation or stockholders.

         If the Arkansas Business Corporation Act is amended 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 Arkansas Business
Corporation Act as so amended.

                             VIII. INDEMNIFICATION

         The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Arkansas any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director,

                                      -3-


officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Expenses (including attorneys' fees) incurred by a director or officer
in defending any civil or criminal action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.

         The indemnification and advancement of expenses provided by this
Article VIII shall not be deemed exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any applicable
law, bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as

                                      -4-


to action in their official capacities and as to action in other capacities
while holding such office.

         Neither the amendment nor repeal of this Article VIII nor the adoption
of any provision of these Articles of Incorporation inconsistent with this
Article VIII shall eliminate or reduce the effect of this Article VIII in
respect of any matter occurring prior to such amendment, repeal or adoption of
an inconsistent provision or in respect of any cause of action, suit or claim
relating to any such matter which would have given rise to a right of
indemnification or right to receive expenses pursuant to this Articles VIII if
such provisions had not been so amended or repealed or if a provision
inconsistent therewith had not been so adopted.

         EXECUTED this 5th day of June, 1996.


                                            /s/ John Landers
                                            -----------------------------------
                                            John Landers, Incorporator



                                                                        EX 3.54


                          ARTICLES OF INCORPORATION OF

                     LANDERS UNITED AUTO GROUP NO. 4, INC.



         THE UNDERSIGNED, in order to form a business corporation for the 
purposes stated, pursuant to the provisions of the Arkansas Business 
Corporation Act, (codified as Ark. Code Ann. 4-27-101, et. seq. (1987 Supp.)),
hereby states as follows:

                           I. NAME OF THE CORPORATION

         The name of the corporation is Landers United Auto Group No. 4, Inc.,
(hereinafter referred to as the "Corporation").

                          II. AUTHORIZED CAPITAL STOCK

         The total number of shares of capital stock which the Corporation
shall have authority to issue is 100 shares of common stock, each of which
shall have a par value of $.01 per share. Each holder of any such shares shall
be entitled to one vote per share in any stockholder vote in which such holder
is entitled to participate.

                        III. REGISTERED OFFICE AND AGENT

         The street address of the initial registered office of the Corporation
shall be Congo Exit - Highway I-30, Benton, Arkansas 72015. The registered
agent of the Corporation at such address is Steve Landers.

                                IV. INCORPORATOR

         The name and address of each incorporator of the Corporation is as
follows:



                   Name                             Address
                   ----                             -------

              John Landers                  Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

                       V. PRIMARY PURPOSE OF CORPORATION

         The purpose for which the Corporation is organized is to engage in any
lawful business. The Corporation primarily engages in the operations of a
business consisting of the sale, lease and repair of motor vehicles and the
sale of motor vehicle parts and accessories.

                             VI. BOARD OF DIRECTORS

         The number of directors constituting the initial Board of Directors
shall be three (3). The number of directors may thereafter be changed in
accordance with the bylaws of the Corporation.

         The name and address of each individual who is to serve as a member of
the initial Board of Directors of the Corporation is as follows:

                   Name                             Address
                   ----                             -------

              Steve Landers                 Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

              John Landers                  Congo Exit - Highway I-30
                                            Benton, Arkansas 72015

              George Lowrance               375 Park Avenue
                                            New York, NY 10022


               VII. ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

          To the fullest extent permitted by law, a director of the Corporation
shall not be personally liable to the Corporation or

                                      -2-


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) for unlawful distributions under Section 4-27-833 of the Arkansas
Business Corporation Act, (iv) for any transaction from which the director
derived an improper personal benefit or (v) for any action, omission,
transaction or breach of a director's duty creating any third-party liability
to any person or entity other than the Corporation or stockholders.

          If the Arkansas Business Corporation Act is amended 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 Arkansas Business
Corporation Act as so amended.

                             VIII. INDEMNIFICATION

         The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Arkansas any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint

                                      -3-


venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

         Expenses (including attorneys' fees) incurred by a director or officer
in defending any civil or criminal action, suit or proceeding shall be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article
VIII. Such expenses incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.

         The indemnification and advancement of expenses provided by this
Article VIII shall not be deemed exclusive of any rights to which those seeking
indemnification or advancement of expenses may be entitled under any applicable
law, bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to action in
other capacities while holding such office.

         Neither the amendment nor repeal of this Article VIII nor the adoption
of any provision of these Articles of Incorporation

                                      -4-


inconsistent with this Article VIII shall eliminate or reduce the effect of
this Article VIII in respect of any matter occurring prior to such amendment,
repeal or adoption of an inconsistent provision or in respect of any cause of
action, suit or claim relating to any such matter which would have given rise
to a right of indemnification or right to receive expenses pursuant to this
Articles VIII if such provisions had not been so amended or repealed or if a
provision inconsistent therewith had not been so adopted.

         EXECUTED this 12th day of November, 1996.


                                            /s/ John Landers
                                            -------------------------------
                                            John Landers, Incorporator


                                                                  EX 3.56

                              CERTIFICATE OF INCORPORATION
                                           OF
                                   UAG ATLANTA, INC.

               FIRST: The name of the corporation is UAG Atlanta, Inc.

               SECOND: The address of the corporation's registered office in
the State of Delaware is 1201 North Market Street, Post Office Box 1347, in the
City of Wilmington, County of New Castle. The name of the corporation's 
registered agent at such address is Delaware Corporation Organizers, Inc.

               THIRD: The purpose of the corporation is to engage in any
lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law.

               FOURTH: The total number of shares of stock which the
corporation is authorized to issue is one thousand (1,000) shares of common
stock, having a par value of one dollar ($1.00) per share.

               FIFTH: The business and affairs of the corporation shall be
managed by or under the direction of the board of directors, and the directors
need not be elected by ballot unless required by the by-laws of the
corporation.

               SIXTH: In furtherance and not in limitation of the powers
conferred by the laws of the State of Delaware, the board of directors is
expressly authorized to make, amend and repeal the by-laws.





               SEVENTH: 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 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 provision shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.

               EIGHTH: The corporation reserves the right to amend and
repeal any provision contained in this Certificate of Incorporation in the
manner from time to time prescribed by the laws of the State of Delaware. All
rights herein conferred are granted subject to this reservation.

               NINTH: The incorporator is Karen A. Gimbutas, whose mailing
address is P.O. Box 1347, Wilmington, Delaware 19899.

                                    -2-



               I, THE UNDERSIGNED, being the incorporator, for the purpose
of forming a corporation under the laws of the State of Delaware do make, file 
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 17th day of November, 1995.


                                                  /s/ Karen A. Gimbutas
                                                 -----------------------------
                                                 Karen A. Gimbutas


                                     -3-


                                                                  Exhibit 3.57


                                  BYLAWS

                                    OF

                              UAG ATLANTA, INC.








                                                 TABLE OF CONTENTS



                                                                                                               Page
                                                                                                               ----

                                                                                                             
ARTICLE I - SHAREHOLDERS.......................................................................................   1
   Section 1. Annual Meetings..................................................................................   1
   Section 2. Special Meeting..................................................................................   1
   Section 3. Notice of Meetings; Waiver.......................................................................   1
   Section 4. Quorum; Required Shareholder Vote; Adjournment...................................................   2
   Section 5. Proxies    ......................................................................................   2
   Section 6. Action of Shareholders Without Meeting...........................................................   2
   Section 7. Record Date......................................................................................   3

ARTICLE II - DIRECTORS.........................................................................................   4
   Section 1.  Power of Directors..............................................................................   4
   Section 2.  Composition of the Board; Qualification;
                         Term of Office........................................................................   4
   Section 3.  Vacancies ......................................................................................   4
   Section 4.  Removal   ......................................................................................   4
   Section 5.  Meetings of the Board; Notice of Meetinqs;
                         Waiver of Notice......................................................................   4
   Section 6.  Quorum; Vote Requirement; Adjournment...........................................................   5
   Section 7.  Action of Board or Committees Without Meeting...................................................   6
   Section 8.  Committees......................................................................................   6

ARTICLE III - OFFICERS.........................................................................................   7
   Section 1.   Generally......................................................................................   7
   Section 2.   President......................................................................................   7
   Section 3.   Vice President.................................................................................   7
   Section 4.   Secretary......................................................................................   7
   Section 5.   Treasurer......................................................................................   7
   Section 6.   Removal of Officers............................................................................   7
   Section 7.   Compensation...................................................................................   8

ARTICLE IV - CAPITAL STOCK.....................................................................................   8
   Section 1.  Form      ......................................................................................   8
   Section 2.  Transfer of Stock...............................................................................   8
   Section 3.  Rights of Holder................................................................................   9

ARTICLE V - SIGNATURES AND SEAL................................................................................   9
   Section 1. Contracts and Deeds..............................................................................   9
   Section 2. Seal       ......................................................................................   9

ARTICLE VI - AMENDMENTS........................................................................................   9

ARTICLE VII - INDEMNITY........................................................................................  10







                                  ARTICLE I.

                                 SHAREHOLDERS

         Section 1. Annual Meetings. The annual meeting of the shareholders
for the election of Directors and for the transaction of such other business
as may properly come before such annual meeting shall be held at such place,
either within or without the State of Delaware, on the fifth (5th) Wednesday
of each calendar year or on such other date within six (6) months after the
end of each fiscal year of the Corporation and at such time as the Board of
Directors may from time to time by resolution provide. The Board of Directors
may specify by resolution prior to any special meeting of shareholders held
within the year that such special meeting shall be in lieu of the annual
meeting.

         Section 2. Special Meeting. Special meetings of the shareholders may
be called at any time by the Board of Directors, the President or upon written
request of the holders of at least twenty-five (25%) percent of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
meeting. Such special meetings shall be held on such date and at such time and
place, either within or without the State of Delaware, as is determined by the
Board of Directors and stated in the call and notice of such meeting.

         Section 3. Notice of Meetings; Waiver. Notice of any annual or
special meeting may be given by the President, the Secretary or by the person
or persons calling such meeting. Written notice of each annual or special
meeting of shareholders, stating the date, time and place of such meeting, and
the purpose of any special meeting,shall be mailed to each shareholder
entitled to vote at or to notice of such meeting at his or her address shown
on the books of the Corporation not less than ten (10) nor more than sixty
(60) days prior to such meeting unless such shareholder waives notice of such
meeting. Any shareholder may execute a waiver of notice, in person or by
proxy, either before or after any annual or special meeting, and shall be
deemed to have waived notice, and any and all objections to the adequacy of
such notice, if present at such meeting in person or by proxy unless the
shareholder provides written notice to the Corporation prior to the taking of
any action by the shareholders at such meeting that his or her attendance is
not deemed to be a waiver of the requirement that such notice be given or of
the adequacy of any notice that may have been given to such shareholder.
Neither the business transacted at, nor the purpose of, any annual or special
meeting need be stated in the waiver of notice of such meeting, except that,
with respect to a waiver of notice of an annual or special meeting at which a
plan of merger or consolidation, amendment of the Corporation's Articles of
Incorporation, sale of assets requiring shareholder approval or any other
action that would entitle shareholders to dissent under the Delaware General
Corporation Law is considered, information



as required by the Delaware General Corporation Law must be delivered to the
shareholder prior to his or her execution of the waiver of notice or the
waiver itself must conspicuously and specifically waive the right to such
information. No notice need be given of the date, time and place of
reconvening of any adjourned annual or special meeting, if the date, time and
place to which such meeting is adjourned are announced at the adjourned
meeting; provided, however, that if a new record date is fixed for the
adjourned meeting, notice of the adjourned meeting must be given to persons
who are shareholders as of the new record date.

         Section 4. Quorum; Required Shareholder Vote; Adjournment. Shares
entitled to vote as a separate voting group may take action on a matter at an
annual or special meeting of shareholders only if a quorum of those shares
exists with respect to that matter. A majority of the votes entitled to be
cast on the matter by the voting group constitutes a quorum of that voting
group for action on that matter. Once a share is represented, at any annual or
special meeting, for any purpose other than solely to object to holding the
meeting or transacting business at the meeting, it shall be deemed present for
quorum purposes for the remainder of the meeting and for any adjournment of
that meeting unless a new record date is or must be set for that adjourned
meeting. If a quorum is present, action on a matter (other than the election
of directors) by a voting group is approved if the votes cast within the
voting group favoring the action exceed the votes cast opposing the action,
unless the Articles of Incorporation, these Bylaws or the Delaware General
Corporation Law requires a greater number of affirmative votes. The holders of
a majority of the voting shares represented at an annual or special meeting
may adjourn such meeting from time to time, whether or not a quorum is
present.

         Section 5.  Proxies.  A shareholder may vote either in person or by a 
proxy that he or she has duly executed in writing and delivered to the 
Secretary or other officer or agent authorized to tabulate votes.  No proxy 
shall be valid after eleven (11) months from the date thereof unless a
longer period is expressly provided in the proxy.

         Section 6. Action of Shareholders Without Meeting. Any action
required or permitted to be taken at a meeting of the shareholders may be
taken without a meeting if a written consent (which may take the form of one
or more counterpart copies), setting forth the action so taken, shall (i) be
signed by persons who would be entitled to vote at a meeting shares having
voting power to cast not less than the minimum number (or numbers, in the case
of voting by groups) of votes that would be necessary to authorize or take the
proposed action at a meeting at which all shareholders entitled to vote were
present and voted and (ii) delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. No such consent shall be
effective unless each consenting shareholder shall have been 

                                        2



furnished the same material that, under the Delaware General Corporation Law,
would have been required to be sent to shareholders in a notice of a meeting
at which the proposed action would have been submitted to the shareholders for
action, including notice of any applicable dissenters, rights, or the written
consent contains an express waiver of the right to receive the material
otherwise required to be furnished.

         Section 7.  Record Date.

         (a) For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders, or shareholders entitled to demand
a special meeting of shareholders, or shareholders entitled to take any other
action, the Board may fix in advance (but not retroactively from the date the
Board takes such action) a date as the record date for any such determination
of shareholders, such date in any case to be not more than 70 days prior to
the meeting or action requiring such determination of shareholders. If no
record date is fixed for the determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, the close of business on the last
business day before the first notice of such meeting is delivered to
shareholders shall be the record date. If no record date is fixed for
determining shareholders entitled to demand a special meeting, or to take
other action, the date of receipt of notice by the Corporation of demand for
such meeting, or the date on which such other action is to be taken by the
shareholders, shall be the record date for such purpose; provided, however,
that if no record date is fixed for determining shareholders entitled to take
action without a meeting, the date the first shareholder signs the consent
shall be the record date for such purpose.

         (b) A separate record date may be established for each voting group
entitled to vote separately on a matter at a meeting.

         (c) A determination of shareholders entitled to notice of or to vote
at a shareholders' meeting is effective for any adjournment of the meeting
unless the Board fixes a new record date, which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the original
meeting.

         (d) For the purpose of determining shareholders entitled to a
distribution by the Corporation (other than one involving a purchase,
redemption or other reacquisition of the Corporation's shares), the record
date shall be the date fixed for such purpose by the Board or, if the Board
does not fix such a date, the date on which the Board authorizes such
distribution.



                                      3




                                  ARTICLE II.

                                   DIRECTORS

         Section 1.  Power of Directors.  The Board of Directors shall manage 
the business of the Corporation and may exercise all the powers of the 
Corporation, subject to any restrictions imposed by law, by the Articles of 
Incorporation, by these Bylaws, by any lawful agreement among the
shareholders or any amendments thereto.

         Section 2. Composition of the Board; Qualification; Term of Office.
The Board of Directors of the Corporation shall consist of one or more
individuals, who are natural persons of the age of eighteen years or older,
the exact number to be fixed by resolution of the incorporator of the
Corporation, the shareholders or the Board of Directors. Directors shall be
elected by plurality vote of the shareholders at the annual meeting or at a
special meeting called for the purpose of electing directors.

    Directors need not be residents of the State of Delaware or shareholders of
the Corporation.  Each Director shall hold office for the term to which he or 
she is elected and until his or her successor has been elected or appointed, 
and has qualified, or until his or her earlier resignation, removal from 
office, death or incapacity to serve.

         Section 3. Vacancies. A vacancy occurring on the Board of Directors
by reason of the proper removal of a Director by the shareholders shall be
filled by the shareholders, or, if authorized by the shareholders, by the
remaining Directors. Any other vacancy occurring on the Board of Directors may
be filled by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors, or by the sole remaining
Director, as the case may be, or, if the vacancy is not so filled, or if no
Director remains, by the shareholders; provided, however , that if a vacant
office was held by a Director elected by a voting group of shareholders, only
the holders of shares of that voting group or the remaining Directors elected
by that voting group shall be entitled to vote to fill that vacancy. A
Director elected to fill a vacancy shall serve for the unexpired term of his
or her predecessor in office.

         Section 4.  Removal.  At any meeting of the shareholders called for 
the purpose, the entire Board of Directors or any individual director may, by 
the unanimous vote of the shares of the Corporation outstanding and entitled 
to vote for election of directors, be removed from office, with or without 
cause.

         Section 5.  Meetings of the Board; Notice of Meetinqs; Waiver of 
Notice.  A regular annual meeting of the Board shall be held, without other 
notice than this Bylaw, immediately after, and at the same place as, the annual
meeting of shareholders.


                                      4


The Board may provide, by resolution, the date, time and place within or
without the State of Delaware, for the holding of additional regular meetings
without other notice than such resolution.

         Special meetings of the Board may be called by the President or the
presiding officer of the Board, if different from the President, on not less
than one (1) day's notice to each Director by mail, telegram, cablegram,
facsimile transmission or other form of wire or wireless communication, or
personal delivery or other form of communication authorized under the
circumstances by the Delaware General Corporation Law, and shall be called by
the President or the Secretary in like manner and on like notice on the
written request of any two or more members of the Board. Such notice shall
state the time, date and place of such meeting, but any Director may execute a
written waiver of notice signed by the Director and delivered to the
Corporation, either before or after any regular or special meeting of the
Board of Directors, and shall be deemed to have waived notice, and any and all
objections to the adequacy of such notice, if present at such meeting, unless
the Director at the beginning of the meeting (or promptly upon his or her
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be stated in the notice or
waiver of notice of such meeting. Any regular or special meeting of the Board
of Directors may be held at any place within or without the State of Delaware.

         Section 6. Quorum; Vote Requirement; Adjournment. A majority of the
fixed number of Directors shall constitute a quorum for the transaction of
business at any regular or special meeting of the Board of Directors. When a
quorum is present, the vote of a majority of the Directors present shall be
the act of the Board of Directors, unless a greater vote is required by law,
by the Articles of Incorporation or by these Bylaws. A Director who is present
at a meeting when corporate action is taken is deemed to have assented to the
action unless:

         (a)  He or she objects at the beginning of the meeting (or promptly 
upon his arrival) to holding it or transacting business at the meeting;

         (b)  His or her dissent or abstention from the action taken is entered
in the minutes of the meeting; or

         (c)  He or she does not vote in favor of the action taken and delivers
written notice of his or her dissent or abstention to the presiding officer of 
the meeting before its adjournment or to the Corporation immediately after 
adjournment of the meeting.

    A meeting of the Board of Directors may be adjourned by a majority of the
Directors present, whether or not a quorum


                                      5


exists. Notice of the time, date and place of the adjourned meeting and of the
business to be transacted thereat, other than by announcement at the meeting
at which the adjournment is taken, shall not be required. At any adjourned
meeting at which a quorum is present, any business may be transacted that
could have been transacted at the meeting originally called.

         Section 7. Action of Board or Committees Without Meeting. Any action
required or permitted to be taken at a meeting of the Board of Directors or
any committee thereof may be taken without a meeting if written consent (which
may be in counterparts), setting forth the action so taken, is signed by all
of the Directors or committee members and delivered to the Corporation for
inclusion in the minutes or filing with the corporate records.

         Section 8.  Committees.

         (a) Except as otherwise provided by the Articles of Incorporation or
these Bylaws, the Board may create one or more committees and appoint members
of the Board to serve on them. Each committee may have one or more members,
who serve at the pleasure of the Board.

         (b) The provisions of these Bylaws and of the Delaware General
Corporation Law that govern meetings, action without meetings, notice and
waiver of notice, and quorum and voting requirements of the Board, shall apply
as well to committees created under this Section 8 and their members.

         (c) To the extent specified by the Articles of Incorporation, these
Bylaws and any resolution of the Board, each committee may exercise the
authority of the Board; provided, however, that a committee may not:

                  (i) Approve, or propose to shareholders for approval, action
         required by the Delaware General Corporation Law to be approved by
         shareholders;

                  (ii) Fill vacancies on the Board or on any of its
         committees;

                  (iii) Exercise any authority that the Board may have to
         amend the Articles of Incorporation;

                  (iv)  Adopt, amend or repeal Bylaws; or

                  (v) Approve a plan of merger not requiring shareholder
         approval.


                                      6


                                 ARTICLE III.

                                   OFFICERS

         Section 1. Generally. The officers of the Corporation shall consist
of a President, a Secretary, a Treasurer and such other officers or assistant
officers, including Vice Presidents and Assistant Secretaries, as may be
elected by the Board of Directors. The Board of Directors may designate the
order in which Vice Presidents may act. Each officer shall hold office for the
term for which he or she has been elected and until he or she is removed or
his or her successor has been elected and qualified. Any two or more offices
may be held by the same person.

         Section 2. President. The President shall be the chief executive
officer of the Corporation and shall have responsibility for the general and
active management of the operations of the Corporation. He or she shall be
responsible for the administration of the Corporation, including general
supervision of the policies of the Corporation and general and active
management of the financial affairs of the Corporation.

         Section 3. Vice President. If a Vice President is elected, in the
absence of the President or in the event of his or her inability or refusal to
act, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated, or in the absence of
any designation, then in the order of their election) shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President or Vice
Presidents, as the case may be, shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.

         Section 4. Secretary. The Secretary shall keep the minutes of the
proceedings of the shareholders and of the Board of Directors, shall
authenticate records of the Corporation, shall have custody of and attest the
seal of the Corporation and shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.

         Section 5. Treasurer. The Treasurer shall be responsible for the
maintenance of proper financial books and records of the Corporation and shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe.

         Section 6. Removal of Officers. Any officer may be removed at any
time by the Board of Directors, and such vacancy may be filled by the Board of
Directors. This provision shall not prevent the making of a contract of
employment for a definite term with any officer and shall have no effect upon
any cause of 


                                      7


action that any officer may have as a result of removal in breach of a contract
of employment.

         Section 7. Compensation. The salaries of the officers shall be fixed
from time to time by the Board of Directors or by an officer to whom that
function has been delegated by the Board. No officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a Director
of the Corporation.

                                  ARTICLE IV.

                                 CAPITAL STOCK

     Section 1. Form. The interest of each shareholder shall be evidenced
by a certificate or certificates representing shares of stock of the
Corporation, which shall be in such form as the Board of Directors may from
time to time adopt and shall be issued in numerical order from the stock book
of the Corporation. Each certificate shall exhibit the holder's name, the
number of shares and class of shares and series, if any, represented thereby,
the name of the Corporation and a statement that the Corporation is organized
under the laws of the State of Delaware. Each certificate shall be signed,
either manually or in facsimile, by one or more officers of the Corporation
specified by resolution of the Board of Directors, but in the absence of such
specification, shall be valid if executed by the President or Vice President
and countersigned by the Secretary or any Assistant Secretary. Each stock
certificate may, but need not be, sealed with the seal of the Corporation. No
share certificate shall be issued until the consideration for the shares
represented thereby has been fully paid. If the certificate is signed in
facsimile, it must be countersigned, either manually or by facsimile, by a
transfer agent or registered by a registrar other than the Corporation itself
or an employee of the Corporation.

         Section 2. Transfer of Stock. Shares of stock of the Corporation
shall be transferred on the books of the Corporation upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred, accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his or her duly authorized
attorney-in-fact and with all taxes on the transfer having been paid. The
Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. Upon the surrender of a
certificate for transfer of stock, such certificate shall at once be
conspicuously marked on its face "Cancelled" or "Void" and filed with the
permanent stock records of the Corporation. The Board of Directors may make
such additional rules concerning the issuance, transfer and registration of
stock and requirements regarding the establishment of lost, destroyed or
wrongfully taken stock certificates (including any requirement of an 


                                      8


indemnity bond prior to issuance of any replacement certificate) as it deems
appropriate.

         Section 3. Rights of Holder. The Corporation shall be entitled to
treat the holder of record of any share of the Corporation as the person
entitled to vote such share (to the extent such share is entitled to vote), to
receive any distribution with respect to such share and for all other purposes
and accordingly shall not be bound to recognize any equitable or other claim
to or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.


                                  ARTICLE V.

                              SIGNATURES AND SEAL

         Section 1. Contracts and Deeds. All contracts, deeds and other
instruments shall be signed on behalf of the Corporation by the President or
by such other officer, officers, agent or agents as the Board of Directors may
from time to time by resolution provide.

         Section 2.  Seal.  The seal of the Corporation shall be as follows:


If the seal is affixed to a document, the signature of the Secretary or an
Assistant Secretary shall attest the seal. The seal and its attestation may be
lithographed or otherwise printed on any document and shall have, to the
extent permitted by law, the same force and effect as if it had been affixed
and attested manually.


                                  ARTICLE VI.

                                  AMENDMENTS

         The Board of Directors shall have the power to alter, amend or repeal
these Bylaws or adopt new Bylaws, unless the shareholders have adopted,
altered, amended or repealed a particular Bylaw provision and, in doing so,
have expressly reserved to the shareholders the right of amendment or repeal
thereof. The Corporation's shareholders have the right to alter, amend or
repeal these Bylaws, or to adopt new Bylaws, even though such provisions may
also be adopted, altered, amended or repealed by the Board.



                                      9


                                 ARTICLE VII.

                                   INDEMNITY

         Any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including any action by or
in the right of the Corporation) by reason of the fact that he or she is or
was a Director, officer, employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, shall be indemnified by the Corporation against expenses
(including reasonable attorneys, fees), judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she believed in good faith to be in or not opposed
to the best interests of the Corporation (and with respect to any criminal
action or proceeding, if he or she had no reasonable cause to believe his or
her conduct was unlawful), to the maximum extent permitted by, and in the
manner provided by, the Delaware General Corporation Law, as the same may be
hereafter amended.


                                      10




                            CONSENT OF INCORPORATOR

                                      OF

                               UAG ATLANTA, INC.

         The undersigned, being the sole incorporator of UAG Atlanta, Inc., a
Delaware corporation, hereby adopts the following resolutions pursuant to
Section 108(c) of the Delaware General Corporation Law: 

                           RESOLVED that the by-laws attached hereto shall be 
              the by-laws of the corporation.

                           RESOLVED that each of the following persons is
              hereby elected to serve as a director of the corporation until
              the first annual meeting of stockholders or until his or her
              successor is elected and qualified and that they shall
              constitute the initial Board of Directors of the corporation:

                                       Carl Spielvogel
                                       Ezra P. Mager
                                       Arthur J. Rawl
                                       George A. Lowrance




                                                  /s/ Karen A. Gimbutas   
                                             ---------------------------------
                                                    Karen A. Gimbutas
                        





December 4, 1995




                                                                        EX 3.58


                           ARTICLES OF INCORPORATION
                                       OF
                              ATLANTA TOYOTA, INC.

         The undersigned, a natural person of the age of eighteen (18) years or
more, acting as incorporator of a corporation under the Texas Business
Corporation Act, does hereby adopt the following Articles of Incorporation for
such corporation.

                                  ARTICLE ONE

         The name of the corporation (hereinafter called the "Corporation") is
ATLANTA TOYOTA, INC.

                                  ARTICLE TWO

         The period of its duration is perpetual.

                                 ARTICLE THREE

         The purpose for which the Corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the Texas Business Corporation Act.

                                  ARTICLE FOUR

         The enumeration herein of any specific powers shall not be held to
limit or restrict in any manner the exercise by the Corporation of the general
powers conferred upon corporations by the laws of the State of Texas.

                                  ARTICLE FIVE

         The aggregate number of shares that the Corporation shall have
authority to issue is ten thousand (10,000). All of such shares shall be of the
par value of ten cents ($.10) per share,



shall be of the same class, and shall be designated as "Common Stock."

                                  ARTICLE SIX

         No holder of any shares of any class of stock of the Corporation
shall, as such holder, have any preemptive or preferential right to receive,
purchase, or subscribe to (a) any unissued or treasury shares of any class of
stock (whether now or hereafter authorized) of the Corporation, (b) any
obligations, evidences of indebtedness, or other securities of the Corporation
convertible into or exchangeable for, or carrying or accompanied by any rights
to receive, purchase, or subscribe to, any such unissued or treasury shares,
(c) any right of subscription to or to receive, or any warrant or option for
the purchase of, any thereof, or (d) any other securities that may be issued or
sold by the Corporation, other than such (if any) as the Board of Directors of
the Corporation, in its sole and absolute discretion, may determine from time
to time.

                                 ARTICLE SEVEN

         Cumulative voting for the election of directors shall not be
permitted.

                                 ARTICLE EIGHT

         The Corporation will not commence business until it has received for
the issuance of its shares consideration of the value of One Thousand Dollars
($1,000), consisting of money, labor done, or property actually received.

                                      -2-


                                  ARTICLE NINE

         The Corporation shall have the power to purchase, directly or
indirectly, its own shares to the extent of the aggregate of unrestricted
capital surplus available therefor and unrestricted reduction surplus available
therefor, without submitting such purchase to a vote of shareholders.

                                  ARTICLE TEN

         Notwithstanding any provisions of the Texas Business Corporation Act
now or hereafter in force requiring for the approval of any action the
affirmative vote of two-thirds, or any other percentage greater than a
majority, of the outstanding shares entitled by law to vote thereon or of the
outstanding shares of a class or series entitled by law to vote separately as a
class of series thereon, such action may, to the extent permitted by law, be
authorized and taken by the affirmative vote of the holders of a majority of
such outstanding shares, or such outstanding shares of a class or series, as
applicable. Except as provided in the preceding sentence or as otherwise
required by law, the vote of the holders of a majority of the shares entitled
to vote and represented in person or by proxy at any shareholders' meeting at
which a quorum is present shall be the act of the shareholders' meeting.

                                 ARTICLE ELEVEN

         The street address of the Corporation's initial registered office is
501 Carillon Tower East, 13601 Preston Road, LB 186,

                                      -3-


Dallas Texas 75240, and the name of its initial registered agent as such
address is Carl Westcott.

                                 ARTICLE TWELVE

         The number of directors constituting the initial Board of Directors is
one (1), and the name and address of the person who is to serve as a director
until the first annual meeting of the shareholders or until his successor is
elected and qualified are as follows:

                   Name                             Address
                   ----                             -------

              Carl Westcott                 501 Carillon Tower East
                                            13601 Preston Road, LB 186
                                            Dallas, Texas  75240


                                ARTICLE THIRTEEN

         The name and address of the incorporator are as follows:

                   Name                             Address
                   ----                             -------

              Thomas D. Moore, Jr.          First RepublicBank Center
                                            3600 Tower II
                                            Dallas, Texas  75201

         IN WITNESS WHEREOF, I have hereunto set my hand this 4th day of April,
1988.

                                                 /s/ Thomas D. Moore, Jr.
                                                 ------------------------
                                                 Thomas D. Moore, Jr.

STATE OF TEXAS    ss.
                  ss.
COUNTY OF DALLAS  ss.

         I, KIM REEVES, a Notary Public, do hereby certify that on this 4th day
of April, 1988, personally appeared Thomas D. Moore, Jr., who being by me first
duly sworn, declared that he is the person who signed the foregoing document as
incorporator, and that the statements contained therein are true.

Notarial Seal:                                        /s/ Kim Reeves
                                                      -------------------------
                                                      Notary Public in and for
                                                      the State of Texas

                                      -4-



                    STATEMENT OF CHANGE OF REGISTERED OFFICE
                    OR REGISTERED AGENT OR BOTH BY A PROFIT
                                  CORPORATION


1.    The name of the corporation is   ATLANTA TOYOTA, INC.
                                     ------------------------------------------

2.    The address, including street and number, of its present registered
      office as shown in the records of the Secretary of State of Texas before
      filing this statement is

      501 CARILLON TOWER EAST, 13601 PRESTON ROAD, DALLAS, TEXAS 75240
      -------------------------------------------------------------------------

3.    The address, including street and number, to which its registered office
      is to be changed is

      1303 MARSH LANE CARROLLTON, TEXAS  75006
      -------------------------------------------------------------------------
       (Give new address or state "no change")


4.    The name of its present registered agent, as shown in the records of the
      Secretary of State of the State of Texas, before filing this statement is

      CARL WESTCOTT
      -------------------------------------------------------------------------

5.    The name of its new registered agent is

      NO CHANGE
      -------------------------------------------------------------------------
      (Give new name or state "no change")

6.    The address of its registered office and the address of the office of its
      registered agent, as changed, will be identical.


7.    Such change was authorized by: (Check One)

      [ ] A. The Board of Directors.
      [X] B. An officer of the corporation so authorized by the Board of
             Directors.

                                            /s/ C. WESTCOTT
                                            -------------------------
                                            An Authorized Officer
                                            CARL WESTCOTT



OFFICE OF THE                    [STATE SEAL]              CORPORATIONS SECTION
SECRETARY OF STATE                                               P.O. BOX 13697
                                                      AUSTIN, TEXAS  78711-3697

                  STATEMENT OF CHANGE OF REGISTERED OFFICE OR
                   REGISTERED AGENT OR BOTH BY A CORPORATION,
                LIMITED LIABILITY COMPANY OR LIMITED PARTNERSHIP

1.    The name of the entity is Atlanta Toyota, Inc.

      The entity's charter/certificate of authority/file number is 01073169-00

2.    The registered office address as PRESENTLY shown in the records of the
      Texas secretary of state is:

      1303 Marsh Lane, Carrollton, TX 75006

3.    A. ___ The address of the NEW registered office is: (Please provide
      street address, city, state and zip code. The address must be in Texas.)

       c/o  C T CORPORATION SYSTEM 350 N. St. Paul St. Dallas TX 75201

OR    B. ___  The registered office address will not change.

4.    The name of the registered agent as PRESENTLY shown in the records of the
      Texas secretary of state is

      Carl Westcott

5.    A. ___ The name of the NEW registered agent is C T CORPORATION SYSTEM.

OR    B. ___  The registered agent will not change.

6.    Following the changes shown above, the address of the registered office
      and the address of the office of the registered agent will continue to be
      identical, as required by law.

7.    The changes shown above were authorized by: Business Corporations may
      select A or B Limited Liability Companies may select D or E Non-Profit
      Corporations may select A, B, or C Limited Partnerships select F

      A. ___  The board of directors; OR
      B. xx   An officer of the corporation so authorized by the board of
              directors; OR
      C. ___  The members of the corporation in whom management of the
              corporation is vested pursuant to article 2.14C of the Texas 
              Non-Profit Corporation Act.
      D. ___  Its members
      E. ___  Its managers
      F. ___  The limited partnership

                                       /s/ George
                                       -----------------------------------
                                       (Authorized Officer of Corporation)
                                       (Authorized Member or Manager of LLC)
                                       (General Partner of Limited Partnership)



                                                                 EX-3.59


                                   BYLAWS OF

                              ATLANTA TOYOTA, INC.

                              ss. ss. ss. ss. ss.

                                   ARTICLE I

                                    OFFICES

         Section 1. Registered Office and Agency. The registered office of the
Corporation shall be 501 Carillon Tower East, 13601 Preston Road, Dallas,
Texas. The name of its registered agent at such address is Carl Westcott.

         Section 2. Other Offices. The Corporation may have, in addition to its
registered office, offices and places of business at such places, both within
and without the State of Texas, as the Board of Directors may from time to time
determine or the business of the Corporation may require.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

         Section 1. Annual Meeting. An annual meeting of the shareholders shall
be held at such time as the Board of Directors may decide, at which they shall
elect a Board of Directors and transact such other business as may properly be
brought before the meeting.

         Section 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation or by these Bylaws, may be called by the Chairman of
the Board, the President, the Board of Directors, or the holders of not less
than one-tenth in number of all the shares entitled to vote at the meetings.

         Section 3. Place of Meetings. Meetings of shareholders shall be held
at such places, within or without the State of Texas, as may from time to time
be fixed by the Board of Directors or as shall be specified or fixed in the
respective notices or waivers of notice thereof. 

         Section 4. Voting List. The officer or agent having charge of the
stock transfer books for shares of the Corporation shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting or any adjournment thereof arranged in
alphabetical order, with the address of and the number of shares held by each,
which list, for a period of ten days prior to such meeting, shall be kept on
file at the registered office of the Corporation and shall be subject to
inspection by any shareholder





at any time during usual business hours. Such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder during the whole time of the meeting.

         Section 5. Notice of Meetings. Written or printed notice stating the
place, day, and hour of each meeting of the shareholders and, in case of a
special meeting, the purpose or purposes for which the meeting is called shall
be delivered not less than ten nor more than fifty days before the date of the
meeting, either personally or by mail, by or at the direction of the President,
the Secretary, or the body, officer, or person calling the meeting, to each
shareholder of record entitled to vote at the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mails
addressed to the shareholder at his address as it appears on the stock transfer
books of the Corporation, with postage thereon prepaid. 

         Section 6. Quorum of Shareholders. The holders of a majority of the
shares issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall be requisite and shall constitute a quorum at
each meeting of shareholders for the transaction of business except as
otherwise provided by statute or by the Articles of Incorporation. If, however,
such quorum shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
represented by proxy, shall have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At any such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted that
might have been transacted at the meeting as originally notified. When a quorum
is present at any meeting, the vote of the holders of a majority of the shares
entitled to vote and present in person or represented by proxy shall be the act
of the shareholders' meeting, unless the vote of a greater number is required
by statute, the Articles of Incorporation, or these Bylaws, in which case the
vote of such greater number shall be requisite to constitute the act of the
meeting. The shareholders present or represented at a duly organized meeting
and entitled to vote thereat may continue to transact business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave
less than a quorum.

         Section 7. Voting of Shares. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders, except as and to the extent otherwise provided by
statute or the Articles of Incorporation. At any meeting of the shareholders
every shareholder having the right to vote shall be entitled to vote either in
person or by proxy executed in writing by such shareholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after eleven months from
the date of its execution unless otherwise provided in the proxy. Each proxy
shall be 


                                      -2-


revocable unless expressly provided therein to be irrevocable and unless
otherwise made irrevocable by law. Each proxy shall be filed with the Secretary
of the Corporation prior to or at the time of the meeting. Any vote may be
taken viva voce or by show of hands unless someone entitled to vote objects, in
which case written ballots shall be used.

         Section 8. Action without Meeting. Any action required by statute to
be taken at a meeting of the shareholders, or any action that may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof and
such consent shall have the same force and effect as a unanimous vote of the
shareholders. Any such signed consent, or a signed copy thereof, shall be
placed in the minute book of the Corporation.

         Section 9. Telephone Meetings. Shareholders may participate in and
hold a meeting of shareholders by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
section shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business on the grounds that the meeting is not lawfully
called or convened. ARTICLE III

                               BOARD OF DIRECTORS

     Section 1. Management of the Corporation. The business and affairs of the
Corporation shall be managed by its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are
not by statute or by the Articles of Incorporation or by these Bylaws directed
or required to be exercised or done by the shareholders.

     Section 2. Number and Qualifications. The Board of Directors shall consist
of one or more directors. The number of directors shall be fixed from time to
time by resolution of the Board of Directors. The number of directors may be
increased or decreased from time to time by the Board of Directors, except that
no decrease shall have the effect of shortening the term of any incumbent
director. Any directorship to be filled by reason of any increase in the number
of directors may be filled by election at any annual meeting or at a special
meeting of shareholders called for that purpose or may be filled by the Board
of Directors for a term of office continuing only until the next election of
one or more directors by the shareholders; provided that the Board of Directors
may not fill more than two such directorships during the period between any two
successive annual meetings of shareholders. None of the directors need be


                                      -3-


shareholders of the Corporation or residents of the State of Texas.

         Section 3. Election and Term of Office. At each annual meeting of
shareholders the shareholders shall elect directors to hold office until the
next succeeding annual meeting. At each election, the persons receiving the
greatest number of votes shall be the directors. Each director elected shall
hold office for the term for which he is elected and until his successor shall
have been elected and shall have qualified or until his earlier death,
resignation, retirement, disqualification, or removal.

         Section 4. Removal. Any director may be removed either for or without
cause at any special or annual meeting of shareholders, by the affirmative vote
of a majority in number of shares of the shareholders present in person or by
proxy at such meeting and entitled to vote for the election of such director if
notice of intention to act upon such matter shall have been given in the notice
calling such meeting.

         Section 5. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by election at an annual or special meeting of shareholders
called for that purpose or by an affirmative vote of a majority of the
remaining directors though less than a quorum of the board of directors. A
director elected to fill a vacancy shall be elected for the unexpired term of
his predecessor in office.

         Section 6. Place of Meetings. Meetings of the Board of Directors,
annual, regular, or special, may be held either within or without the State of
Texas.

         Section 7. Annual Meetings. The first meeting of each newly elected
Board shall be held for the purpose of organization and the transaction of any
other business without notice immediately following the annual meeting of
shareholders, and at the same place, unless by unanimous consent of the
directors then elected and serving such time or place shall be changed.

         Section 8. Regular Meetings. Regular meetings of the Board of
Directors, of which no notice shall be necessary, shall be held at such times
and places as may be fixed from time to time by resolution adopted by the Board
and communicated to all directors. Except as otherwise provided by statute, the
Articles of Incorporation, or these Bylaws, any and all business may be
transacted at any regular meeting.

         Section 9. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board, the President, or the
Secretary on twenty-four hours' notice to each director, either personally or
by mail or by telegram. Except as may be otherwise expressly provided by
statute, the Articles of Incorporation, or these Bylaws, neither the business


                                      -4-


to be transacted at, nor the purpose of, any meeting of the Board of Directors
need be specified in the notice or waiver of notice of such meeting.

         Section 10. Quorum and Manner of Acting. At all meetings of the Board
of Directors the presence of a majority of the number of directors fixed by
these Bylaws shall be necessary and sufficient to constitute a quorum for the
transaction of business except as otherwise provided by statute, the Articles
of Incorporation, or these Bylaws. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors unless the act of a greater number is required by statute, the
Articles of Incorporation, or these Bylaws, in which case the act of such
greater number shall be requisite to constitute the act of the Board. If a
quorum shall not be present at any meeting of directors, the directors present
thereat may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. At any such
adjourned meeting any business may be transacted that might have been
transacted at the meeting as originally convened.

         Section 11. Action without a Meeting. Any action required or permitted
to be taken at a meeting of the Board of Directors may be taken without a
meeting if a consent in writing, setting forth the action so taken, is signed
by all members of the Board of Directors, and such consent shall have the same
force and effect as a unanimous vote at a meeting. Any such signed consent, or
a signed copy thereof, shall be placed in the minute book of the Corporation.

         Section 12. Directors' Compensation. The Board of Directors shall have
authority to determine, from time to time, the amount of compensation, if any,
that shall be paid to its members for their services as directors. The Board
also shall have power in its discretion to provide for and to pay to directors
rendering services to the Corporation not ordinarily rendered by directors as
such special compensation appropriate to the value of such services as
determined by the Board from time to time. Nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

         Section 13. Procedure. The Board of Directors shall keep regular
minutes of its proceedings. The minutes shall be placed in the minute book of
the Corporation.

                                   ARTICLE IV

                                    NOTICES

         Section 1. Manner of Giving Notice. Whenever, as provided by statute,
the Articles of Incorporation, or these Bylaws, notice is required to be given
to any director or 


                                      -5-


shareholder and no provision is made as to how such notice shall be given, it
shall not be construed to mean personal notice, but any such notice may be
given in writing by mail, postage prepaid, addressed to such director or
shareholder at his address as it appears on the records or (in the case of a
shareholder) the stock transfer books of the Corporation. Any notice required
or permitted to be given by mail shall be deemed to be delivered at the time
when the same shall be deposited in the United States mails as aforesaid.

         Section 2. Waiver of Notice. Whenever any notice is required to be
given to any shareholder or director of the Corporation as provided by statute,
the Articles of Incorporation, or these Bylaws, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to giving of such
notice.

                                   ARTICLE V

                              EXECUTIVE COMMITTEE

         Section 1. Constitution and Powers. The Board of Directors, by
resolution adopted by affirmative vote of a majority of the entire board, may
designate two or more directors to constitute an Executive Committee, which
Executive Committee shall have and may exercise, when the Board is not in
session, all of the authority and powers of the Board of Directors in the
business and affairs of the Corporation, even though such authority and powers
be herein provided or directed to be exercised by a designated officer of the
Corporation; provided that the foregoing shall not be construed as authorizing
action by the Executive Committee with respect to any action that by statute,
the Articles of Incorporation, or these Bylaws is required to be taken by vote
of a specified proportion of the number of directors fixed by these Bylaws, or
any other action required or specified by the Texas Business Corporation Act or
other applicable law or by these Bylaws or by the Articles of Incorporation to
be taken by the Board of Directors, as such. So far as practicable, members of
the Executive Committee shall be appointed by the Board of Directors at its
first meeting after each annual meeting of shareholders and, unless sooner
discharged by affirmative vote of a majority of the entire Board, shall hold
office until their respective successors are appointed and qualify or until
their earlier respective removals, deaths, resignations, retirements, or
disqualifications.

         Section 2. Meetings. Regular meetings of the Executive Committee, of
which no notice shall be necessary, shall be held at such times and places as
may be fixed from time to time by resolution adopted by affirmative vote of a
majority of the whole Committee and communicated to all of the members thereof.
Special meetings of the Executive Committee may be called by the Chairman of
the Board, the President, or any member thereof at 


                                      -6-


any time on twenty-four hours' notice to each member, either personally or by
mail or telegram. Except as may be otherwise expressly provided by statute, the
Articles of Incorporation, or these Bylaws, neither the business to be
transacted at, nor the purpose of, any meeting of the Executive Committee need
be specified in the notice or waiver of notice of such meeting. A majority of
the Executive Committee shall constitute a quorum for the transaction of
business, and the act of a majority of those present at any meeting at which a
quorum is present shall be the act of the Executive Committee.

         Section 3. Records. The Executive Committee shall keep a record of its
acts and proceedings and shall report the same, from time to time, to the Board
of Directors. The Secretary of the Corporation, or, in his absence, an
Assistant Secretary, shall act as secretary of the Executive Committee or the
Committee may, in its discretion, appoint its own secretary.

         Section 4. Vacancies. Any vacancy in the Executive Committee may be
filled by affirmative vote of a majority of the entire Board.

                                   ARTICLE VI

                         OTHER COMMITTEES OF THE BOARD

         Section 1. Other Committees. The Board of Directors may, by resolution
adopted by affirmative vote of a majority of the entire Board, designate two or
more directors to constitute another committee or committees for any purpose;
provided, that any such other committee or committees shall have and may
exercise only the power of recommending action to the Board of Directors and
the Executive Committee and of carrying out and implementing any instructions
or any policies, plans, and programs theretofore approved, authorized, and
adopted by the Board of Directors or the Executive Committee.

                                  ARTICLE VII

               OFFICERS, EMPLOYEES, AND AGENTS: POWERS AND DUTIES

         Section 1. Elected Officers. The elected officers of the Corporation
shall be a Chairman of the Board (if the Board of Directors shall determine the
election of such officer to be appropriate), a President, one or more Vice
Presidents as may be determined from time to time by the Board (and, in the
case of each such Vice President, with such descriptive title, if any, as the
Board of Directors shall deem appropriate), a Secretary, and a Treasurer. The
Chairman of the Board, if any, shall be a member of the Board of Directors. No
other elected officer of the Corporation need be a member of the Board of
Directors.

                                      -7-


         Section 2. Election. So far as is practicable, all elected officers
shall be elected by the Board of Directors at its first meeting after each
annual meeting of shareholders.

         Section 3. Appointive Officers. The Board of Directors may also
appoint one or more Assistant Secretaries and Assistant Treasurers and such
other officers and assistant officers and agents (none of whom need be a member
of the Board) as it shall from time to time deem necessary, who will exercise
such powers and perform such duties as shall be set forth in these Bylaws or
determined from time to time by the Board of Directors or the Executive
Committee.

         Section 4. Two or More Offices. Any two or more offices may be held by
the same person.

         Section 5. Compensation. The compensation of all officers of the
Corporation shall be fixed from time to time by the Board of Directors or the
Executive Committee. The Board of Directors or the Executive Committee may from
time to time delegate to the President the authority to fix the compensation of
any or all of the other officers of the Corporation.

         Section 6. Term of Office; Removal; Filling of Vacancies. Each elected
officer of the Corporation shall hold office until his successor is chosen and
qualified in his stead or until his earlier death, resignation, retirement,
disqualification, or removal from office. Each appointive officer shall hold
office at the pleasure of the Board of Directors without the necessity of
periodic reappointment. Any officer or agent elected or appointed by the Board
of Directors may be removed at any time by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent will not of
itself create contract rights. If the office of any officer becomes vacant for
any reason, the vacancy may be filled by the Board of Directors.

         Section 7. Chairman of the Board. The Chairman of the Board, if a
person is elected to such office by the Board of Directors, shall be the chief
executive officer of the Corporation and shall preside when present at all
meetings of the shareholders and of the Board of Directors. He shall have
general authority to execute bonds, deeds, and contracts in the name of the
Corporation and to affix the corporate seal thereto; to sign stock
certificates; to cause the employment or appointment of such employees and
agents of the Corporation as the proper conduct of operations may require and
to fix their compensation, subject to the provisions of these Bylaws; to remove
or suspend any employee or agent who shall have been employed or 


                                      -8-


appointed under his authority or under authority of an officer subordinate to
him; to suspend for cause, pending final action by the authority that shall
have elected or appointed him, any officer subordinate to the Chairman of the
Board; and in general to exercise all the powers usually appertaining to the
office of the chief executive officer of a corporation, except as otherwise
provided by statute, the Articles of Incorporation, or these Bylaws. He shall
advise, counsel, and direct the President and other officers of the Corporation
and shall exercise such powers and perform such duties as shall be assigned to
or required of him from time to time by the Board of Directors or the Executive
Committee.

         Section 8. President. The President shall be the chief operating
officer of the Corporation and, subject to the provisions of these Bylaws,
shall have general and active control of the day to day affairs of the
Corporation. If the Board of Directors has not elected a person to the office
of Chairman of the Board, the President shall also be the chief executive
officer of the Corporation and exercise all of the powers and discharge all of
the duties of the Chairman of the Board. As between the Corporation and third
parties, any action taken by the President in the performance of the duties of
the Chairman of the Board shall be conclusive evidence that there is no
Chairman of the Board. In the absence of the Chairman of the Board, or if such
officer shall not have been elected or be serving, the President shall preside
when present at meetings of the shareholders and the Board of Directors. In the
absence or disability of the President, his duties shall be performed and his
powers may be exercised by the Vice Presidents in order of their seniority,
unless otherwise determined by the Chairman of the Board, the President, the
Board of Directors, or the Executive Committee.

         Section 9. Vice Presidents. Each Vice President shall have such titles
as may be prescribed by the Board of Directors, and shall generally assist the
President and shall have such powers and perform such duties and services as
shall from time to time be prescribed or delegated to him by the President, the
Board of Directors, or the Executive Committee.

         Section 10. Treasurer. The Treasurer shall have the care and custody
of all monies, funds, and securities of the Corporation; shall deposit or cause
to be deposited all such funds in and with such depositories as the Board of
Directors or the Executive Committee shall from time to time direct or as shall
be selected in accordance with procedure established by the Board or the
Executive Committee; shall advise upon all terms of credit granted by the
Corporation; and shall be responsible for the collection of all its accounts
and shall cause to be kept full and accurate accounts of all receipts and
disbursements of the Corporation. He shall have the power to endorse for
deposit or collection or otherwise all checks, drafts, notes, bills of
exchange, or other commercial papers payable to the Corporation and to give
proper receipts or discharges for all payments to the Corporation. The
Treasurer shall generally perform all the duties usually appertaining to the
office of treasurer of a 


                                      -9-


corporation. In the absence or disability of the Treasurer his duties shall be
performed and his powers may be exercised by the Assistant Treasurers in the
order of their seniority, unless otherwise determined by the Treasurer, the
Chairman of the Board, the President, the Board of Directors, or the Executive
Committee. If required by the Board of Directors, he shall give the Corporation
a bond in such form, in such sum, and with such surety or sureties as shall be
satisfactory to the Board for the faithful performance of the duties of his
office.

         Section 11. Assistant Treasurers. Each Assistant Treasurer shall
generally assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to
him by the Treasurer, the Chairman of the Board, the President, the Board of
Directors, or the Executive Committee.

         Section 12. Secretary. The Secretary shall see that notice is given of
all meetings of the shareholders and special meetings of the Board of Directors
and shall keep and attest true records of all proceedings at all meetings of
the shareholders and the Board. He shall have charge of the corporate seal and
have authority to attest any and all instruments or writings to which the same
may be affixed. He shall keep and account for all books, documents, papers, and
records of the Corporation except those for which some other officer or agent
is properly accountable. He shall have authority to sign stock certificates and
shall generally perform all the duties usually appertaining to the office of
secretary of a corporation. In the absence or disability of the Secretary, his
duties shall be performed and his powers may be exercised by the Assistant
Secretaries in the order of their seniority, unless otherwise determined by the
Secretary, the Chairman of the Board, the President, the Board of Directors, or
the Executive Committee.

         Section 13. Assistant Secretaries. Each Assistant Secretary shall
generally assist the Secretary and shall have such powers and perform such
duties and services as shall from time to time be prescribed or delegated to
him by the Secretary, the Chairman of the Board, the President, the Board of
Directors, or the Executive Committee.

         Section 14. Additional Powers and Duties. In addition to the foregoing
especially enumerated duties, services, and powers, the several elected and
appointive officers of the Corporation shall perform such other duties and
services and exercise such further powers as may be provided by statute, the
Articles of Incorporation, or these Bylaws or as the Board of Directors or the
Executive Committee may from time to time determine or as may be assigned to
them by any competent superior officer.

                                     -10-


                                  ARTICLE VIII

                          STOCK AND TRANSFER OF STOCK

         Section 1. Certificates Representing Shares. Certificates in such form
as may be determined by the Board of Directors and as shall conform to the
requirements of the statutes, the Articles of Incorporation, and these Bylaws
shall be delivered representing all shares to which shareholders are entitled.
Such certificates shall be consecutively numbered and shall be entered in the
books of the Corporation as they are issued. Each certificate shall state on
the face thereof that the Corporation is organized under the laws of Texas, the
holder's name, the number and class of shares that such certificate represents,
the par value of such shares or a statement that such shares are without par
value, and such other matters as may be required by law. Each certificate shall
be signed by the President or a Vice President and the Secretary or an
Assistant Secretary and may be sealed with the seal of the Corporation or a
facsimile thereof. If any certificate is countersigned by a transfer agent or
registered by a registrar, either of which is other than the Corporation or an
employee of the Corporation, the signature of any such officer may be
facsimile.

         Section 2. Lost Certificates. The Board of Directors, the Executive
Committee, the President, or such other officer or officers of the Corporation
as the Board of Directors may from time to time designate, in its or his
discretion, may direct a new certificate or certificates representing shares to
be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen, or destroyed upon the making of
an affidavit of that fact by the person claiming the certificate or
certificates to be lost, stolen, or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors, the Executive
Committee, the President, or such other officer or officers, in its or his or
their discretion and as a condition precedent to the issuance thereof, may
require the owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it or he shall require and/or give the Corporation a bond in such form, in
such sum, and with such surety or sureties as it or he may direct as indemnity
against any claim that may be made against the Corporation with respect to the
certificate or certificates alleged to have been lost, stolen, or destroyed.

         Section 3. Transfers of Shares. Shares of stock shall be transferable
only on the books of the Corporation by the holder thereof in person or by his
duly authorized attorney. Upon surrender to the Corporation or the transfer
agent of the Corporation of a certificate representing shares, duly endorsed or
accompanied by proper evidence of succession, assignment, or authority to
transfer, with all required stock transfer tax stamps affixed thereto and
cancelled or accompanied by sufficient 


                                     -11-


funds to pay such taxes, it shall be the duty of the Corporation or the
transfer agent of the Corporation to issue a new certificate to the person
entitled thereto, cancel the old certificate, and record the transaction upon
its books.

         Section 4. Registered Shareholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except as
otherwise provided by law.

         Section 5. Preemptive Rights. No shareholder or other person shall
have any preemptive rights whatsoever.

                                   ARTICLE IX

                                 MISCELLANEOUS

         Section 1. Dividends. Dividends upon the outstanding shares of the
Corporation, except as provided by statute and the Articles of Incorporation,
may be declared by the Board of Directors at any annual, regular, or special
meeting. Dividends may be declared and paid in cash, in property, or in shares
of the Corporation, or in any combination thereof. The declaration and payment
shall be at the discretion of the Board of Directors.

         Section 2. Reserves. There may be created from time to time by
resolution of the Board of Directors, out of the earned surplus of the
Corporation, such reserve or reserves as the directors in their discretion
think proper to provide for contingencies, or to equalize dividends, or to
repair or maintain any property of the Corporation, or for such other purpose
as the directors shall think beneficial to the Corporation, and the directors
may modify or abolish any such reserve in the manner in which it was created.

         Section 3. Signature of Negotiable Instruments. All bills, notes,
checks, or other instruments for the payment of money shall be signed or
countersigned by such officer, officers, agent, or agents and in such manner as
are permitted by these Bylaws or in such manner as, from time to time, may be
prescribed by resolution (whether general or special) of the Board of Directors
or the Executive Committee.

         Section 4. Fiscal Year. The fiscal year of the Corporation shall be
determined by the Board of Directors from time to time.

         Section 5. Seal. The Corporation's seal shall be in such form as shall
be adopted and approved from time to time by the Board of Directors. The seal
may be used by causing it, or a 


                                     -12-



facsimile thereof, to be impressed, affixed, imprinted, or in any manner
reproduced.

         Section 6. Closing of Transfer Books and Fixing Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to make a determination of shareholders
for any other proper purpose, the Board of Directors may provide that the stock
transfer books of the Corporation shall be closed for a stated period but not
to exceed, in any case, fifty days. If the stock transfer books shall be closed
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed at least ten days
immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record
date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting has been made as provided in this
section, such determination shall apply to any adjournment thereof except where
the determination has been made through the closing of stock transfer books and
the stated period of closing has expired.

         Section 7. Surety Bonds. Such officers and agents of the Corporation
(if any) as the Chairman of the Board or the Board of Directors may direct,
from time to time, shall be bonded for the faithful performance of their duties
and for the restoration to the Corporation, in case of their death,
resignation, retirement, disqualification, or removal from office, of all
books, papers, vouchers, money, and other property of whatever kind in their
possession or under their control belonging to the Corporation, in such amounts
and by such surety companies as the Chairman of the Board, the Board of
Directors, or the Executive Committee may determine. The premiums on such bonds
shall be paid by the Corporation, and the bonds so furnished shall be in the
custody of the Secretary.

                                   ARTICLE X

                                   AMENDMENTS

         Section 1. These Bylaws may be altered, amended, or repealed or new
Bylaws may be adopted at any meeting of the Board 


                                     -13-


of Directors at which a quorum is present, provided notice of the proposed
alteration, amendment, or repeal or adoption be contained in the notice of such
meeting.





         I, Charlotte Earls, hereby certify that I am the duly elected and
qualified Assistant Secretary of Atlanta Toyota, Inc., and that the foregoing
is a true and correct copy of the Bylaws of Atlanta Toyota, Inc., adopted at
the organizational meeting of the Board of Directors of the Corporation as of
the 6th day of April, 1988.

         IN WITNESS WHEREOF, I have hereunto affixed my name as Assistant
Secretary on this 25th day of April, 1988.



                                             /s/ Charlotte Earls
                                             ---------------------------------
                                             Charlotte Earls, Assistant
                                               Secretary






                                                                      EX 3.60

                          CERTIFICATE OF INCORPORATION

                                       OF

                              UAG ATLANTA II, INC.


         FIRST: The name of the corporation is UAG Atlanta II, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1201 North Market Street, Post Office Box 1347, in the
City of Wilmington, County of New Castle. The name of the corporation's
registered agent at such address is Delaware Corporation Organizers, Inc.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal the by-laws.



         SEVENTH: 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
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
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.

         NINTH: The incorporator is Siobain M. Perkins, whose mailing address
is P.O. Box 1347, Wilmington, Delaware 19899.

                                      -2-


         I, THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation and, accordingly, have hereto set my hand
this 13th day of February, 1996.

                                            /s/ Siobain M. Perkins
                                            -----------------------------------
                                            Siobain M. Perkins

                                      -3-


                                                                      EX 3.62

                           ARTICLES OF INCORPORATION


                                       I.

         The name of the Corporation is:

                           Steve Rayman Nissan, Inc.

                                      II.

         The Corporation shall have authority to issue not more than 1,000
shares of common stock of $.10 par value per share. The Corporation may
purchase its own shares of capital stock as provided by law. The Board of
Directors may from time to time distribute to shareholders its assets, in cash
or in property, as permitted by applicable law.

                                      III.

         The initial registered office of the Corporation shall be at 1600
Atlanta Financial Center, 3343 Peachtree Road, N.E., Atlanta, Fulton County,
Georgia 30326. The initial registered agent of the Corporation shall be Bruce
A. Wobeck.

                                      IV.

         The name and address of the incorporator is:

                  Bruce A. Wobeck
                  MORRIS, MANNING & MARTIN
                  1600 Atlanta Financial Center
                  3343 Peachtree Road, N.E.
                  Atlanta, Georgia  30326

                                       V.

         The mailing address of the initial principal office of the Corporation
is:

                  6889 Jonesboro Road
                  Morrow, Georgia  30260



                                      VI.

         The Corporation shall have perpetual duration.

                                      VII.

         The Corporation is organized for the purpose of engaging in any and
all lawful businesses not specifically prohibited to corporations for profit
under the laws of the State of Georgia, and the Corporation shall have all
powers necessary to conduct any such businesses and all other powers enumerated
in the Georgia Business Corporation Code or under any act amendatory thereof,
supplemental thereto or substituted therefor.

                                     VIII.

                  No director of the Corporation shall have personal liability
to the Corporation or to its shareholders for monetary damages for breach of
fiduciary duty of care or other duty as a director, except that this Article
VIII shall not eliminate or limit the liability of a director: (i) for any
appropriation, in violation of his duties, of any business opportunity of the
Corporation; (ii) for acts or omissions which involve intentional misconduct or
a knowing violation of law; (iii) for the types of liability set forth in
Section 14-2-832 of the Georgia Business Corporation Code; or (iv) for any
transaction from which the director received an improper personal benefit. This
Article VIII shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the date when Section 14-2-202(b)(4) of the
Georgia Business Corporation Code became effective. Neither the amendment nor
repeal of this Article VIII, nor the adoption of any provision of the Articles
of 

                                      -2-


Incorporation of the Corporation inconsistent with this Article VIII, shall
eliminate or reduce the effect of this Article VIII in respect of any act or
failure to act, or any cause of action, suit or claim that, but for this
Article VIII, would accrue or arise prior to any amendment, repeal or adoption
of such an inconsistent provision. If the Georgia Business Corporation Code is
subsequently amended to provide for further limitations on the personal
liability of directors of corporations for breach of duty of care or other duty
as a director, then the personal liability of the directors of the Corporation
shall be so further limited to the greatest extent permitted by the Georgia
Business Corporation Code.

                                      IX.

         None of the holders of any stock of the Corporation of any kind, class
or series now or hereafter authorized shall have preemptive rights with respect
to any shares of capital stock of the Corporation of any kind, class or series
now or hereafter authorized.

                                       X.

         Any action required or permitted to be taken at a shareholders'
meeting may be taken without a meeting if the action is taken by all of the
shareholders entitled to vote on the action, or by persons who would be
entitled to vote at a meeting those shares having power to cast not less than
the minimum number (or numbers, in the case of voting by groups) of votes that
would be necessary to authorize or take such actions at a meeting at which all
shares entitled to vote were present

                                      -3-


and voted. The action must be evidenced by one or more written consents
describing the action taken, signed by shareholders entitled to take action
without a meeting and delivered to the corporation for inclusion in the minutes
or filing with the corporate records.

                                      XI.

         The initial Board of Directors shall consist of two (2) members who
shall be as follows:

         Steve Rayman
         Richard W. Keffer, Jr.

         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation.

                                            /s/ Bruce A. Wobeck
                                            ------------------------------
                                            Incorporator

                                      -4-



                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                          STEVE RAYMAN OF NISSAN, INC.


                                       I

         The name of the Corporation is STEVE RAYMAN NISSAN, INC.


                                       II

         Effective as of the date hereof, Article I of the Articles of
Incorporation of the Corporation is amended to read as follows:

         "The name of the Corporation is UNITED NISSAN, INC."


                                      III

         All other provisions of the Articles of Incorporation shall remain in
full force and effect.


                                       IV

         These Articles of Amendment to the Corporation's Articles of
Incorporation were duly approved by the Corporation's Board of Directors in
accordance with the provisions of Section 14-2-1002 of the Georgia Business
Corporation Code, and no shareholder action was required with respect thereto.


         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed, adopted and attested by its duly authorized officers
as of the 1st day of May, 1996.

                                            STEVE RAYMAN NISSAN, INC.

                                            By:     /s/ George Lowrance
                                               ------------------------------
                                                Vice President and Secretary



                             ARTICLES OF AMENDMENT

                                       1.

         The name of the corporation is:

                           Steve Rayman Nissan, Inc.

                                       2.

         Article II of the Articles of Incorporation of the corporation shall
be amended to be and read as follows:

                                  "ARTICLE II

              The Corporation shall have authority to issue not more than
         10,000 shares of common stock of $100.00 par value per share. The
         Corporation may purchase its own shares of capital stock as provided
         by law. The Board of Directors may from time to time distribute to
         shareholders its assets, in cash or in property, as permitted by
         applicable law."

                                       3.

         The amendment was duly adopted on March 19, 1993 by the Incorporator
prior to the issuance of shares of stock. Shareholder action was not required.

         IN WITNESS WHEREOF, the undersigned Incorporator has executed these
Articles of Amendment on the 19th day of March, 1993.


                                            By: /s/ Bruce A. Wobeck
                                                ---------------------------
                                                Bruce A. Wobeck
                                                Incorporator



                                                            EX-3.63











                                  B Y L A W S

                                      O F

                   S T E V E  R A Y M A N  N I S S A N, I N C.










                                                 TABLE OF CONTENTS



                                                     ARTICLE I
                                                      OFFICES


                                                                                                           
Section 1.  Registered Office.....................................................................................1
Section 2.  Other Offices  .......................................................................................1

                                                    ARTICLE II
                                             MEETINGS OF SHAREHOLDERS

Section 1.  Place of Meeting......................................................................................1
Section 2.  Time of Meeting.......................................................................................1
Section 3.  Special Meetings......................................................................................1
Section 4.  Notice of Meetings....................................................................................2
Section 5.  Waiver of Notice......................................................................................2
Section 6.  Voting Group   .......................................................................................2
Section 7.  Quorum         .......................................................................................3
Section 8.  Voting         .......................................................................................3
Section 9.  Action of Shareholders Without a Meeting..............................................................3
Section 10. Removal of Directors..................................................................................4
Section 11. Record Date    .......................................................................................4

                                                    ARTICLE III
                                                BOARD OF DIRECTORS

Section 1.  General Powers .......................................................................................4
Section 2.  Number and Election...................................................................................5
Section 3.  Term of Office .......................................................................................5
Section 4.  Vacancy        .......................................................................................5
Section 5.  Meetings of the Board of Directors....................................................................5
Section 6.  Notice of Meetings....................................................................................5
Section 7.  Waiver of Notice......................................................................................6
Section 8.  Place of Meetings.....................................................................................6
Section 9.  Participation by Communication........................................................................6
Section 10. Quorum         .......................................................................................6
Section 11. Voting         .......................................................................................6
Section 12. Action Without a Meeting..............................................................................6
Section 13. Compensation of Directors.............................................................................6
Section 14. General Powers of Directors...........................................................................7
Section 15. Specific Powers of Directors..........................................................................7

                                                    ARTICLE IV
                                                    COMMITTEES

Section 1.  Appointing Committees.................................................................................7
Section 2.  Powers of Committees..................................................................................8
Section 3.  Committee Meetings....................................................................................8
Section 4.  Removal from Committees...............................................................................8


                                     -i-


                                                     ARTICLE V
                                                     OFFICERS

Section 1.  Number         .......................................................................................8
Section 2.  Election and Term.....................................................................................8
Section 3.  Salaries       .......................................................................................9
Section 4.  Chairman of the Board.................................................................................9
Section 5.  President      .......................................................................................9
Section 6.  Vice President ......................................................................................10
Section 7.  Secretary      ......................................................................................10
Section 8.  Treasurer      ......................................................................................10
Section 9.  Duties of Officers May Be Delegated..................................................................11

                                                    ARTICLE VI
                                            CONTRACTS. CHECKS. DRAFTS.
                                            BANK ACCOUNTS AND DOCUMENTS

Section 1.  Execution of Contracts and Documents.................................................................11
Section 2.  Loans          ......................................................................................11
Section 3.  Checks and Drafts....................................................................................12
Section 4.  Deposits       ......................................................................................12
Section 5.  Proxies        ......................................................................................12
Section 6.  Conflicting Interest Transactions of Directors or Officers ..........................................12

                                                    ARTICLE VII
                                                   CAPITAL STOCK

Section 1.  Authorization and Issuance of Shares.................................................................12
Section 2.  Capital Stock  ......................................................................................13
Section 3.  Record of Shareholders...............................................................................13
Section 4.  Lost Certificates....................................................................................13
Section 5.  Transfers of Stock...................................................................................14
Section 6.  Registered Shareholders..............................................................................14
Section 7.  Fractional Shares or Scrip...........................................................................14

                                                   ARTICLE VIII
                                                  INDEMNIFICATION

Section 1.  Definitions    ......................................................................................15
Section 2.  Indemnification......................................................................................16
Section 3.  Advances for Expenses................................................................................17
Section 4.  Court-Ordered Indemnification and Advances for Expenses..............................................17
Section 5.  Determination and Authorization of Indemnification...................................................18
Section 6.  Shareholder Approved Indemnification.................................................................19
Section 7.  Indemnification of Employees and Agents..............................................................20
Section 8.  Insurance      ......................................................................................20
Section 9.  Not Exclusive of Other Rights........................................................................20
Section 10. Severability   ......................................................................................20

                                     -ii-



                                                    ARTICLE IX
                                                 EMERGENCY POWERS

Section 1.  Power to Adopt ......................................................................................21
Section 2.  Lines of Succession of Officers or Agents............................................................21
Section 3.  Chance of Office.....................................................................................21
Section 4.  Effect of Bylaws.....................................................................................21
Section 5.  Notices        ......................................................................................21
Section 6.  Quorum         ......................................................................................21
Section 7.  Liability      ......................................................................................21

                                                     ARTICLE X
                                                GENERAL PROVISIONS

Section 1.  Fiscal Year    ......................................................................................22
Section 2.  Corporate Seal ......................................................................................22
Section 3.  Annual Statements....................................................................................22
Section 4.  Inspection of Books and Records......................................................................22
Section 5.  Conflict with Articles of Incorporation..............................................................23
Section 6.  Dividends      ......................................................................................23
Section 7.  Adoption of Amendments to Incentive Stock Option Plans...............................................23

                                                 ARTICLE XI
                                                 AMENDMENTS                                                      23







                                    -iii-




                                   BYLAWS OF

                           STEVE RAYMAN NISSAN, INC.

                                   ARTICLE I

                                    Offices

         Section 1. Registered Office. The registered office shall be in the
State of Georgia, County of Clayton. The Board of Directors from time to time
may change the address of the registered office, which may be, but need not
be, the principal office of the Corporation.

         Section 2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Georgia as the Board of
Directors may from time to time determine and the business of the Corporation
may require or make desirable.


                                  ARTICLE II

                           Meetings of Shareholders

         Section 1. Place of Meeting. All meetings of the Shareholders may be
held either within or without the State of Georgia, but in the absence of
notice to the contrary Shareholders, meetings shall be held at the principal
office of the Corporation.

         Section 2. Time of Meeting. The Annual Meeting of the Shareholders
shall be held annually within six (6) months after the end of each fiscal year
of the Corporation. Failure to hold the Annual Meeting as aforesaid shall not
work a forfeiture or dissolution of the Corporation nor shall such failure
affect otherwise valid corporate acts.

         Section 3. Special Meetings. Special Meetings of the Shareholders may
be called (a) by the Board of Directors or the person or persons authorized by
the Articles of Incorporation or these Bylaws, or (b) upon the written request
of the holders of at least twenty-five percent (25%), or such greater or
lesser percentage as may be provided in the Articles of Incorporation, of all
the votes entitled to be cast on any issue proposed to be considered at the
proposed Special Meeting; provided, however, such written request shall be
signed and dated by such holders and delivered to the Secretary of the
Corporation and, further provided, such written request shall set forth the
purpose or purposes for which such meeting is to be held, or (c) if the
Corporation has 100 or fewer shareholders of record, upon written request of
the holders of at least twenty-five percent (25%), or 



such lesser percentage as may be provided in the Articles of Incorporation, of
all the votes entitled to be cast on any issue to be considered at the
proposed Special Meeting; provided, however, such written request shall be
signed and dated by such holders and delivered to the Secretary of the
Corporation and, further provided, such written request shall set forth the
purpose or purposes for which such meeting is to be held. Business transacted
at such Special Meetings shall be restricted to the purpose or purposes stated
in the notice.

         Section 4. Notice of Meetings. A Corporation shall give notice
stating the date, time and place of each Shareholders, Meeting, whether
special or annual, not less than ten (10) nor more than sixty (60) days before
the date of the meeting, and shall be in writing unless oral notice is
reasonable under the circumstances, and may be communicated in person, by
telephone, telegraph, teletype, or other form of wire or wireless
communication, or by mail or private carrier, to each Shareholder of record
entitled to vote at such meeting, at such address as last appears on the books
of the Corporation. In the case of a Special Meeting, the notice of the
meeting must include a description of purpose or purposes for which the
meeting is called. Notice of any adjourned meeting need not be given otherwise
than by announcement at the meeting, at which the adjournment is taken;
provided however, if a new record date for the adjourned meeting is or must be
fixed pursuant to Section 11 of Article II of these Bylaws, notice of the
adjourned meeting shall be given to persons who are Shareholders as of the new
record date.

         Section 5. Waiver of Notice. Any Shareholder may waive notice of any
meeting, whether special or annual, either before, at or after the meeting,
and a Shareholder's attendance at a meeting, either in person or by proxy,
shall of itself constitute a waiver of notice and waiver of any and all
objections to the date, time, place, manner of calling, or consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, except when the Shareholder attends the
meeting solely for the purpose of stating such objection. However, any waiver
of the notice of a meeting of Shareholders required with respect to an
amendment of the Articles of Incorporation, a plan of merger or share
exchange, a sale of assets, or any other action which would entitle the
Shareholder to dissent pursuant to O.C.G.A. ss. 14-2-1302 and obtain payment
for his shares shall not be effective except upon compliance with the
provisions of O.C.G.A. ss. 14-2-706(c).

         Section 6. Voting Group. A Voting Group means all shares of one or
more classes or series that under the Articles of Incorporation or the Georgia
Business Corporation Code ("Code") are entitled to vote and be counted
together collectively on a matter at a meeting of the Shareholders. All shares
entitled by the Articles of Incorporation or the Code to vote generally on the
matter are for that purpose a single Voting Group. If the 



                                     -2-


Articles of Incorporation or the Code provide for voting by a single Voting
Group on a matter, action on that matter is taken when voted upon by that
Voting Group as provided in Section 7. If the Articles of Incorporation or the
Code provide for voting by two or more Voting Groups on a matter, action on
that matter is taken only when voted upon by each of those Voting Groups
counted separately as provided in Section 7. Action may be taken by one Voting
Group on a matter even though no action is taken by another Voting Group
entitled to vote on the matter.

         Section 7. Quorum. Shares entitled to vote as a separate Voting Group
may take action on a matter at a meeting only if a quorum of those shares
exists with respect to that matter. Unless the Articles of Incorporation
provide otherwise, a majority of the votes entitled to be cast on the matter
by the Voting Group constitutes a quorum of that Voting Group for action on
that matter. Once a share is represented for any purpose at a meeting other
than solely to object to holding the meeting or transacting business at the
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting. If a quorum exists, action on a matter
(other than the election of Directors) by a Voting Group is approved if the
votes cast within the Voting Group favoring the action exceed the votes cast
opposing the action, unless the Articles of Incorporation, these Bylaws or the
Code requires a greater number of affirmative votes.

         Section 8. Voting. Except as otherwise provided for in the Articles
of Incorporation, each outstanding share having voting rights shall be
entitled to one vote on each matter submitted to a vote at a Shareholders,
Meeting. At any meeting of the Shareholders, each Shareholder having the right
to vote shall be entitled to vote in person or by proxy appointed by an
instrument in writing subscribed to by the Shareholder and bearing a date not
more than eleven (11) months prior to such meeting, unless such instrument
provides for a longer period.

         Section 9. Action of Shareholders Without a Meeting. Any action
required to be taken at a meeting of the Shareholders, or any action which may
be taken at a meeting of the Shareholders, may be taken without a meeting if
written consent and approval, setting forth the action authorized, shall be
signed by all Shareholders entitled to vote on such action or, if so provided
in the Articles of Incorporation, any persons who would be entitled to vote at
a meeting those shares having voting power to cast not less than the minimum
number (or numbers, in the case of voting by groups) of votes that would be
necessary to authorize or take such actions at a meeting at which all shares
entitled to vote were present and voted, provided that action by less than
unanimous written consent may not be taken with respect to any election of
Directors as to which Shareholders would be entitled to cumulative voting.
Such approval and consent so filed shall have the same effect as a unanimous
vote of the Shareholders of a 


                                     -3-


Special Meeting called for considering the action authorized. However, no such
majority written consent shall be effective except upon compliance with the
provisions of O.C.G.A. ss. 14-2-704(b).

         Section 10. Removal of Directors. At any meeting of Shareholders with
respect to which notice of such purpose has been given, one or more Directors
may be removed, with or without cause, by the affirmative vote of the holders
of a majority of the shares entitled to vote at an election of Directors;
provided, however, if cumulative voting is required for the election of
Directors, then a Director may be removed if the votes cast against his
removal would be sufficient to elect him when cumulatively voted at an
election of the entire Board of Directors. If a Director is elected by a
Voting Group of Shareholders, only the Shareholders of that Voting Group may
participate in the vote to remove the Director. If the Directors have
staggered terms, Directors may be removed only for cause unless the Articles
of Incorporation provide otherwise. A removed Director's successor may be
elected at the same meeting to serve the unexpired term.

         Section 11. Record Date. For the purpose of determining Shareholders
entitled to notice of or to vote at any meeting of Shareholders or any
adjournment thereof, or in order to make a determination of Shareholders for
any other proper purpose, the Board of Directors of the Corporation may fix in
advance a date as the record date not more than seventy (70) days before the
meeting or action requiring a determination of Shareholders. When a
determination of Shareholders entitled to notice of or to vote at any meeting
of Shareholders has been made as provided in this Section 11, such
determination shall apply to any adjournment and reconvened meeting thereof,
unless the Board of Directors sets a new record date under this section for
the reconvened meeting. If the adjournment is for a date more than 120 days
after the date fixed for the original meeting, a new record date must be
fixed.


                                  ARTICLE III

                              Board of Directors

         Section 1. General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation
shall be managed under the direction of, the Board of Directors. In addition
to the powers and authority expressly conferred upon it by these Bylaws, the
Board of Directors shall exercise all such powers of the Corporation and do
all such lawful acts and things as are not by law, by any legal agreement
among Shareholders, by the Articles of Incorporation, or by these Bylaws
directed or required to be exercised or done by the Shareholders.



                                     -4-


         Section 2. Number and Election. The Board of Directors of the
Corporation shall consist of not less than one (1) nor more than three (3)
individuals. The precise number of Directors shall be fixed by resolution of
either the Shareholders or the Board of Directors from time to time. The
Directors shall be elected at the Annual Meeting of the Shareholders by a
plurality of the votes cast by the shares represented in person or by proxy,
except that a succeeding Board of Directors may be elected at a Special
Meeting of the Shareholders and as provided in Section 10 of Article II.
Directors need not be Shareholders.

         Section 3. Term of Office. The terms of all Directors shall expire at
the next Annual Meeting of Shareholders following their election. Despite the
expiration of a Director's term, the Director shall continue to serve until a
successor is elected and qualifies, or until there is a decrease in the number
of Directors.

         Section 4. Vacancy. Any vacancy occurring in the Board of Directors
by death, resignation, retirement, disqualification, increase in the number of
Directors or otherwise may be filled by the first to take action of (a) the
Shareholders, or (b) the Board of Directors, and if the Directors remaining in
office constitute fewer than a quorum of the Board of Directors, they may fill
the vacancy by the affirmative vote of a majority of the remaining Directors
though less than a quorum of the Board of Directors. If a vacancy occurs as
provided for in Section 10 of Article II, such vacancy may be filled as
provided for in such section. If the vacant office was held by a Director
elected by a Voting Group of Shareholders, only the holders of shares of that
Voting Group or the remaining Directors elected by that Voting Group are
entitled to fill the vacancy.

         Section 5. Meetings of the Board of Directors. The first meeting of
each newly elected Board of Directors shall follow immediately after the
Annual Meeting of the Shareholders and be held at the same place as the Annual
Meeting of the Shareholders, or may be held at such time and place as shall be
fixed by the consent in writing of all the Directors. No notice of such
meeting to the newly elected Directors shall be necessary in order legally to
constitute a meeting of the Board of Directors, provided a quorum shall be
present.

         Section 6. Notice of Meetings. Unless the Articles of Incorporation
provide otherwise, regular meetings of the Board of Directors may be held
without notice of the date, time, place or purpose of the meeting. Unless the
Articles of Incorporation provide otherwise, every Special Meeting shall be
preceded by at least two (2) days' notice of the date, time and place of the
meeting. Such notice shall be in writing unless oral notice is reasonable
under the circumstances, and may be communicated in person, by telephone,
telegraph, teletype, telecopy, or other forms of wire or wireless
communication, or by mail or private carrier. Such notice need not specify the
purpose of the Special 


                                     -5-


Meeting of the Board unless required by the Articles of Incorporation.

         Section 7. Waiver of Notice. A Director may waive notice of any
meeting either before or after the meeting stated in the notice. Except as
specified herein, the waiver must be in writing, signed by the Director
entitled to notice, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records. A Director's attendance at or
participation in a meeting waives any required notice to the Director of the
meeting unless the Director at the beginning of the meeting (or promptly upon
arrival) objects to holding the meeting or transacting business at the meeting
and does not thereafter vote for or assent to action taken at the meeting.

         Section 8. Place of Meetings. The Directors may hold their meetings
at the principal office of the Corporation or at such other place or places,
either in the State of Georgia or elsewhere, as they may from time to time
determine.

         Section 9. Participation by Communication. Unless the Articles of
Incorporation provide otherwise, the Board of Directors may permit any or all
Directors to participate in a regular or special meeting by, or conduct the
meeting through the use of any means of communication by which all Directors
participating may simultaneously hear each other during the meeting. A
Director participating in a meeting by this means is deemed to be present in
person at the meeting.

         Section 10. Quorum. Unless a greater number is required by the
Articles of Incorporation or the Code, a majority of the Directors in office
immediately before the meeting begins shall constitute a quorum of the Board
of Directors.

         Section 11. Voting. If a quorum is present when a vote is taken, the
affirmative vote of a majority of the Directors present is the act of the
Board of Directors unless the Articles of Incorporation or the Code requires
the vote of a greater number of Directors.

         Section 12. Action Without a Meeting. Unless the Articles of
Incorporation provide otherwise, action required or permitted to be taken at a
Board of Directors, meeting may be taken without a meeting if the action is
taken by all members of the Board of Directors. The action must be evidenced
by one or more written consents describing the action taken, signed by each
Director, and delivered to the Corporation for inclusion in the minutes or
filing with the corporate records.

         Section 13. Compensation of Directors. Unless the Articles of
Incorporation provide otherwise, the Board of Directors may fix the
compensation of Directors.



                                     -6-


         Section 14. General Powers of Directors. The Board of Directors shall
have, in addition to such powers as are herein expressly conferred on it and
all such powers as may be conferred on it by law, all such powers as may be
exercised by the Corporation, subject to the provisions of the Articles of
Incorporation and the Code.

         Section 15. Specific Powers of Directors. The Board of Directors
shall also have power:

         (a)      to purchase or otherwise acquire property, rights, or
                  privileges for the Corporation, which the Corporation has
                  power to make, at such prices and on such terms as the Board
                  of Directors may deem proper;

         (b)      to pay for such property, rights or privileges in whole or
                  in part with money, stocks, bonds, debentures or other
                  securities of the Corporation, or by the delivery of other
                  property of the Corporation;

         (c)      to create, make and issue mortgages, bonds, deeds of trust,
                  trust agreements and negotiable or transferable instruments
                  and securities, secured by mortgages or otherwise, and to do
                  every act and thing necessary to effectuate the same;

         (d)      to elect the corporate officers and fix their salaries, to
                  appoint employees and trustees, and to dismiss them at its
                  discretion, to fix their duties and emoluments, and to
                  change them from time to time, and to require security as it
                  may deem proper;

         (e)      to confer on any officer of the Corporation the power of
                  selecting, discharging or suspending such employees; and

         (f)      to determine by whom and in what manner the Corporation's
                  bills, notes, receipts, acceptances, endorsements, checks,
                  releases, contracts, or other documents shall be signed.


                                  ARTICLE IV

                                  Committees

         Section 1. Appointing Committees. Unless the Articles of
Incorporation provide otherwise, the Board of Directors may create one (1) or
more committees and appoint members of the Board of Directors to serve on
them. Each committee may have one or more members, who serve at the pleasure
of the Board of Directors.



                                     -7-


         Section 2. Powers of Committees. To the extent specified by the Board
of Directors or in the Articles of Incorporation, each committee may exercise
the authority granted to the Board of Directors, except that a committee may
not:

         (a)      approve or propose to Shareholders action that the Code
                  requires to be approved by Shareholders;

         (b)      fill vacancies on the Board of Directors or on any of its
                  committees;

         (c)      amend the Articles of Incorporation pursuant to O.C.G.A. ss.
                  14-2-1002;

         (d)      adopt, amend, or repeal Bylaws; or

         (e)      approve a plan of merger not requiring Shareholder approval.

         Section 3. Committee Meetings. Quorum and Voting . Sections 6, 7, 8,
9, 10, 11 and 12 of Article III of these Bylaws which govern meetings, action
without meetings, notice and waiver of notice, and quorum and voting
requirements of the Board of Directors, apply to committees and their members.

         Section 4. Removal from Committees. The Board of Directors shall have
power at any given time to remove any member of any committee, with or without
cause, and to fill vacancies in and to dissolve any such committee.


                                   ARTICLE V

                                   Officers

         Section 1. Number. The officers of the Corporation shall be
designated and elected by the Board of Directors with such responsibilities
and duties as may be designated by the Board of Directors consistent with this
Article V. The Board of Directors shall elect at least one officer who shall
be responsible for preparing minutes of the Directors, and Shareholders,
meetings and for authenticating records of the Corporation. Any two or more
offices may be held by the same person. No officer need be a Shareholder.

         Section 2. Election and Term. All officers shall be appointed by the
Board of Directors or by a duly appointed officer pursuant to this Article V
and shall serve at the pleasure of the Board of Directors and the appointing
officers as the case may be. All officers, however appointed, may be removed
with or without cause by the Board of Directors and any officer appointed by
another officer may also be removed by the appointing officer with or without
cause.


                                     -8-


         Section 3. Salaries. The salaries and compensation of all officers
appointed by the Board of Directors shall be fixed by the Board of Directors,
unless the Directors delegate such power to any officer or officers. Any
payment made to an officer of the Corporation such as salary, commission,
bonus, interest, or rent, or entertainment expense incurred by him, which
shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the
Corporation to the full extent of such disallowance. It shall be the duty of
the Directors, as a Board, to enforce payment of each amount disallowed. In
lieu of payment by the officer, subject to the determination of the Directors,
proportionate amounts may be withheld from his or her future compensation
payments until the amount owed to the Corporation has been recovered.

         Section 4. Chairman of the Board. The Chairman of the Board shall
preside at all meetings of the Shareholders and Board of Directors, shall have
the same authority as the President to execute documents on behalf of the
Corporation, and shall have such other powers as may be specifically
designated by the Board of Directors.

         Section 5.  President.

         (a)      The President shall be elected by the Board of Directors and
                  shall be the Chief Operating Officer of the Corporation. He
                  shall preside at all meetings of the Shareholders and the
                  Board of Directors in the absence of the Chairman; he shall
                  have general and active management of the business of the
                  Corporation, and shall exercise general supervision and
                  administration over all of its affairs with power to make
                  all contracts in the conduct of the regular and ordinary
                  business of the Corporation, and shall see that all orders
                  and resolutions of the Board of Directors are carried into
                  effect.

         (b)      The President shall execute deeds, bonds, notes, mortgages
                  and other contracts on behalf of the Corporation.

         (c)      The President shall be ex-officio a member of all standing
                  committees and shall have the general powers and duties of
                  supervision and management usually vested in the office of
                  the President of a Corporation.

         (d)      The President may appoint and discharge agents and employees
                  of the Corporation and fix their compensation subject to the
                  general supervisory power of the Board of Directors, and do
                  and perform such other duties as from time to time may be
                  assigned to the President by the Board of Directors and as
                  may be authorized by law. 


                                     -9-


                  The President may from time to time appoint one or more
                  Assistant Secretaries of the Corporation.

         Section 6. Vice President. The Vice President, if one shall so be
elected, shall, in the absence or disability of the President, perform all of
the duties and exercise all of the powers of the President and shall perform
such other duties as the Board of Directors shall request or delegate. If
there is more than one (1) Vice President, the one designated by the Board of
Directors shall act in the absence of the President.

         Section 7. Secretary. The Secretary, if one shall so be elected,
shall keep accurate records of the acts and proceedings of all meetings of
Shareholders, Directors and committees of Directors. The Secretary shall give,
or cause to be given, notice of all meetings of the Shareholders and any
meetings of the Board of Directors, and other notices required by law or these
Bylaws, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision the Secretary shall be. The
Secretary shall keep in safe custody the seal of the Corporation, and the
Secretary or any other officer may affix the same to any instrument requiring
it and, when so affixed, it may be attested by the Secretary's signature or by
the signature of an Assistant Secretary. Notwithstanding the foregoing, unless
otherwise required by law or the Code, the seal of the Corporation need not be
affixed to any documents or instruments, nor must the Secretary or Assistant
Secretary attest any such document or instrument. In the absence or disability
of the Secretary or at the direction of the President, any Assistant Secretary
or other officer designated by the Board of Directors may perform the duties
and exercise the powers of the Secretary.

         Section 8.  Treasurer.

         (a)      The Treasurer, if one shall so be elected, shall have
                  custody of and be responsible for all funds and securities,
                  receipts and disbursements of the Corporation, and shall
                  keep full and accurate accounts of receipts and
                  disbursements in books belonging to the Corporation, and
                  shall deposit or cause to be deposited, all monies and other
                  valuable effects in the name and to the credit of the
                  Corporation in such depositories as may be designated by the
                  Board of Directors.

         (b)      The Treasurer shall disburse the funds of the Corporation as
                  may be ordered by the Board of Directors or by the
                  President, taking proper vouchers for such disbursements,
                  and shall render to the President and Directors, whenever
                  they may require it, an account of all transactions as
                  Treasurer and of the financial condition of the Corporation,
                  and at the regular meeting of the Board of Directors next
                  preceding the


                                     -10-


                  Annual Shareholders, Meeting, a like report for the
                  preceding year.

         (c)      The Treasurer shall keep an account of stock registered and
                  transferred in such manner and subject to such regulations
                  as the Board of Directors may prescribe.

         (d)      The Treasurer shall give the Corporation a bond, if required
                  by the Board of Directors, in such sum and in form and with
                  security satisfactory to the Board of Directors for the
                  faithful performance of the duties of the office and the
                  restoration to the Corporation in case of the Treasurer's
                  death, resignation or removal from office, of all books,
                  papers, vouchers, money and other property of whatever kind
                  in the possession of the Treasurer, belonging to the
                  Corporation. The Treasurer shall perform such other duties
                  as the Board of Directors may from time to time prescribe or
                  require.

         Section 9. Duties of Officers May Be Delegated. In case of the
absence of any officer of the Corporation, or for any other reason that the
Board of Directors may deem sufficient, the Board may delegate, for the time
being, the powers or duties, or any of them, of such officer to any other
officer, or to any Director, a majority of the entire Board of Directors
concurring therein.


                                  ARTICLE VI

            Contracts. Checks. Drafts. Bank Accounts and Documents

         Section 1. Execution of Contracts and Documents. The Board of
Directors, except as otherwise provided in these Bylaws, may authorize any
officer or officers or agent or agents of the Corporation to enter into any
contract or execute and deliver any instrument in the name and on the behalf
of the Corporation, and such authority may be general or confined to specific
instances, and unless so authorized by the Board of Directors or by an officer
or committee to whom the power to prescribe such authority is delegated
pursuant to the provisions of these Bylaws, no officer, agent or employee
shall have any power or authority to bind the Corporation by any contract or
engagement or to pledge its credit or to render it liable for damages, whether
monetary or otherwise, for any purpose or for any amount.

         Section 2. Loans. No loan shall be contracted on behalf of the
Corporation, and no negotiable paper shall be issued in its name, unless
authorized by the Board of Directors. When so authorized, any officer or agent
of the Corporation may effect loans and advances at any time for the
Corporation from any bank, trust company or other institution, or from any
firm, Corporation or individual, and for such loans and advances may make,
execute and deliver promissory notes or other evidence of indebtedness of 


                                     -11-


the Corporation, and when authorized as aforesaid, as security for the payment
of any and all loans, advances, indebtedness and liabilities of the
Corporation may mortgage, pledge, hypothecate or transfer any real or personal
property at any time held by the Corporation and to that end execute
instruments of mortgage or pledge or otherwise transfer said property. Such
authority may be general or confined to specific instances.

         Section 3. Checks and Drafts. All checks, drafts or other orders for
the payment of money, notes or other evidences of indebtedness issued in the
name of the Corporation shall be signed by the President or such other person
or persons and in such manner as shall, from time to time, be determined by
the Board of Directors.

         Section 4. Deposits. All funds of the Corporation shall be deposited
to the credit of the Corporation under such conditions and in such banks,
trust companies or other depositories as the Board of Directors may designate
or as may be designated by an officer or officers or agent or agents of the
Corporation to whom such power may, from time to time, be determined by the
Board of Directors.

         Section 5. Proxies. Unless otherwise provided by the Board of
Directors, the President may from time to time appoint an attorney or
attorneys or agent or agents of the Corporation in the name and on behalf of
the Corporation to cast the vote which the Corporation may be entitled to cast
as a Shareholder or otherwise in any other corporation any or the stock or
other securities of which is held by the Corporation, at meetings of the
holders of the stock or other securities of such other corporation, and may
instruct the person or persons so appointed as to the manner of casting such
vote or giving such consent, and may execute or cause to be executed in the
name and on behalf of the Corporation such written proxies or other
instruments as the President may deem necessary or proper in the premises.

         Section 6. Conflicting Interest Transactions of Directors or
Officers. Contracts and transactions of the Corporation in which a Director or
officer may have a conflicting interest (as such term is defined in O.C.G.A.
ss. 14-2-860) shall not be voidable solely because of the involvement o r vote
of such Director or officer provided compliance with the provisions of
O.C.G.A. ss. ss. 14-2-860 through 14-2-864.


                                  ARTICLE VII

                                 Capital Stock

         Section 1. Authorization and Issuance of Shares. In accordance with
the Code, the Board of Directors may authorize shares of any class or series
provided for in the Articles of Incorporation to be issued for any
consideration valid under the 


                                     -12-


provisions of the Code. To the extent provided in the Articles of
Incorporation, the Board of Directors shall determine the preferences,
limitations, and relative rights of the shares.

         Section 2. Capital Stock. All shares issued by the Corporation shall
be evidenced by a certificate or certificates. Each certificate of stock of
the Corporation shall be numbered, shall be entered in the books of the
Corporation, and shall be signed, either manually or in facsimile, by any one
of the President, a Vice President, the Secretary, or the Treasurer or such
other officer or officers as designated to sign such certificates, from time
to time, by the Board of Directors. In any case in which any officer or
officers who shall have signed, or whose facsimile signature or signatures
shall have been used on, any such certificate or certificates shall cease to
be such officer or officers of the Corporation, whether because of death,
resignation or otherwise, before such certificate or certificates shall have
been delivered by the Corporation, such certificate or certificates may
nevertheless be delivered as though the person or persons who signed such
certificate or certificates or whose facsimile signature shall have been used
thereon had not ceased to be such officer or officers. If a share certificate
is signed in facsimile, then it shall be countersigned by a transfer agent or
registered by a registrar other than the Corporation itself or an employee of
the Corporation. The corporate seal need not be affixed to the share
certificate. Each certificate representing shares shall set forth upon the
face thereof:

         (a)      The name of the Corporation;

         (b)      That the Corporation is organized under the laws of the
                  State of Georgia;

         (c)      The name of the person to whom issued; and

         (d)      The number and class of shares and the designation of the
                  series, if any, such certificate represents.

         Section 3. Record of Shareholders. The Corporation shall keep a
record of the Shareholders of the Corporation which readily shows, in
alphabetical order or by alphabetical index, and by classes of stock, the
names of the Shareholders, including those Shareholders entitled to vote, with
the address of and the number of shares held by each.

         Section 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost
or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost 


                                     -13-


or destroyed certificate or certificates, or his or her legal representative,
to advertise the same in such manner as it shall require or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate
alleged to have been lost, stolen or destroyed.

         Section 5. Transfers of Stock. The transfers of stock shall be made
on the books of the Corporation by the holder thereof, or by an attorney
lawfully constituted in writing, and upon surrender of the certificate
therefor, or in the case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of Section 4 of this Article
VII of these Bylaws.

         Section 6. Registered Shareholders. The Corporation shall be entitled
to treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other
person, whether or not it shall have express or other notice thereof, except
as otherwise provided by laws of the state of incorporation.

         Section 7.  Fractional Shares or Scrip.  The Board of Directors may:

         (a)      issue fractions of a share or pay in money the value of
                  fractions of a share;

         (b)      arrange for disposition of fractional shares by or for the
                  account of the Shareholders;

         (c)      issue scrip in registered or bearer form entitling the
                  holder to receive a full share upon surrendering enough
                  scrip to equal the full share.

Each certificate representing scrip shall be conspicuously labeled "scrip" and
shall contain the information required by O.C.G.A. ss. 14-2-625(b). Holders of
fractional shares shall be entitled to exercise the rights of a Shareholder,
including the right to vote, to receive dividends, and to participate in the
assets of the Corporation upon liquidation. Holders of scrip shall not, unless
expressly authorized by the Board of Directors, be entitled to exercise any
rights of a Shareholder of the Corporation, including voting rights,
dividends, and the right to participate in distribution of assets of the
Corporation in the event of liquidation. The Board of Directors may authorize
the issuance of scrip subject to any condition considered desirable,
including: (i) that the scrip will become void if not exchanged for full
shares before a specified date and (ii) that the shares for which the scrip is
exchangeable may be sold and the proceeds paid to the scripholders.



                                     -14-


                                 ARTICLE VIII

                                Indemnification

         Section 1.  Definitions.  As used in this Article VIII, the term:

         (a)      "Corporation" includes any domestic or foreign predecessor
                  entity of the Corporation in a merger or other transaction
                  in which the predecessor's existence ceased upon
                  consummation of the transaction.

         (b)      "Director" means an individual who is or was a director of
                  the Corporation or an individual who, while a director of
                  the Corporation, is or was serving at the Corporation's
                  request as a director, officer, partner, trustee, employee,
                  or agent of another foreign or domestic corporation,
                  partnership, joint venture, trust, employee benefit plan, or
                  other enterprise. A director is considered to be serving an
                  employee benefit plan at the Corporation's request if his
                  duties to the Corporation also impose duties on, or
                  otherwise involve services by, him to the plan or to
                  participants in or beneficiaries of the plan. Director
                  includes, unless the context requires otherwise, the estate
                  or personal representative of a director.

         (c)      "Expenses" include attorneys, fees.

         (d)      "Liability" means the obligation to pay a judgment,
                  settlement, penalty, fine (including an excise tax assessed
                  with respect to an employee benefit plan), or reasonable
                  expenses incurred with respect to a proceeding.

         (e)      "Officer" means an individual who is or was an officer of
                  the Corporation or an individual who, while an officer of
                  the Corporation, is and was serving at the Corporation's
                  request as a director, officer, partner, trustee, employee!
                  or agent of another foreign or domestic corporation,
                  partnership, joint venture, trust, employee benefit plan, or
                  other enterprise. An officer the Corporation's request if
                  his duties to the Corporation also impose duties on, or
                  otherwise involve services by, him to the plan or to
                  participants in or beneficiaries of the plan. Officer
                  includes, unless the context requires otherwise, the estate
                  or personal representative of an officer.

         (f)      "Party" includes an individual who was, is, or is threatened
                  to be made a named defendant or respondent in a proceeding.



                                     -15-


         (g)      "Proceeding" means any threatened, pending, or completed
                  action, suit, or proceeding, whether civil, criminal,
                  administrative, or investigative and whether formal or
                  informal.

         Section 2.  Indemnification.

         (a)      Except as provided in subsections (d) and (e) of this
                  Section 2 below, the Corporation shall indemnify an
                  individual who is made a party to a proceeding because he is
                  or was a director or officer against liability incurred by
                  him in the proceeding if the individual acted in a manner he
                  believed in good faith to be in or not opposed to the best
                  interests of the Corporation and, in the case of any
                  criminal proceeding, he had no reasonable cause to be
                  believe his conduct was unlawful.

         (b)      An individual's conduct with respect to an employee benefit
                  plan for a purpose he believed in good faith to be in the
                  interests of the participants in and beneficiaries of the
                  plan is conduct that satisfies the requirement of subsection
                  (a) of this Section 2 above.

         (c)      The termination of a proceeding by judgment, order,
                  settlement, or conviction, or upon a plea of nolo contendere
                  or its equivalent shall not, of itself, be determinative
                  that an individual did not meet the standard of conduct set
                  forth in subsection (a) of this Section 2 above.

         (d)      The Corporation shall not indemnify an individual under this
                  Article VIII:

                  (1)      In connection with a proceeding by or in the right
                           of the Corporation in which such individual was
                           adjudged liable to the Corporation; or

                  (2)      In connection with any other proceeding in which
                           such individual was adjudged liable on the basis
                           that personal benefit was improperly received by
                           him unless, and then only to the extent that, a
                           court of competent jurisdiction determines pursuant
                           to Section 14-2-854 of the Code that in view of the
                           circumstances of the case, such individual is
                           fairly and reasonably entitled to indemnification.

         (e)      Indemnification permitted under this Article VIII in
                  connection with a proceeding by or in the right of the
                  Corporation is limited to reasonable expenses incurred in
                  connection with the proceeding.


                                     -16-


         Section 3.  Advances for Expenses.

         (a)      The Corporation shall pay for or reimburse the reasonable
                  expenses incurred by a director or officer who is a party to
                  a proceeding in advance of final disposition of the
                  proceeding if:

                  (1)      Such individual furnishes the Corporation a written
                           affirmation of his good faith belief that he has
                           met the standard of conduct set forth in subsection
                           (a) of Section 2 above; and

                  (2)      Such individual furnishes the Corporation a written
                           undertaking, executed personally or on his behalf,
                           to repay any advances if it is ultimately
                           determined that he is not entitled to
                           indemnification under this Article VIII.

         (b)      The undertaking required by paragraph (2) of subsection (a)
                  of this Section 3 must be an unlimited general obligation of
                  the director or officer but need not be secured and may be
                  accepted without reference to financial ability to make
                  repayment.

         Section 4. Court-Ordered Indemnification and Advances for Expenses.
Unless the Articles of Incorporation provide otherwise, a director or officer
of the Corporation who is a party to a proceeding may apply for
indemnification or advances for expenses to the court conducting the
proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary
may order indemnification or advances for expenses if it determines:

         (a)      The individual is entitled to mandatory indemnification
                  under Code Section 14-2-852, in which case the court shall
                  also order the Corporation to pay such individual's
                  reasonable expenses incurred to obtain court ordered
                  indemnification;

         (b)      The individual is fairly and reasonably entitled to
                  indemnification in view of all the relevant circumstances,
                  whether or not he met the standard of conduct set forth in
                  subsection (a) of Section 2 above or was adjudged liable as
                  described in subsection (d) of Section 2 above, but if he
                  was adjudged so liable his indemnification is limited to
                  reasonable expenses incurred unless the Articles of
                  Incorporation or a contract or resolution approved or
                  ratified by the Shareholders pursuant to Section 6 of this
                  Article VIII below provides otherwise; or

         (c)      In the case of advances for expenses, the individual is
                  entitled pursuant to the Articles of Incorporation or 


                                     -17-


                  any applicable resolution or agreement, to payment or
                  reimbursement of his reasonable expenses incurred as a party
                  to a proceeding in advance of final disposition of the
                  proceeding.

         Section 5.  Determination and Authorization of Indemnification.

         (a)      The Corporation shall not indemnify a director or officer
                  under Section 2 of this Article VIII above unless a
                  determination has been made in the specific case that
                  indemnification of such individual is permissible in the
                  circumstances because he has met the standard of conduct set
                  forth in subsection (a) of Section 2 of this Article VIII
                  above; provided, however, that regardless of the result or
                  absence of any such determination, and unless limited by the
                  Articles of Incorporation, to the extent that such
                  individual has been successful, on the merits or otherwise,
                  in the defense of any proceeding to which he was a party, or
                  in defense of any claim, issue or matter therein, because he
                  is or was a director or officer, the Corporation shall
                  indemnify such individual against reasonable expenses
                  incurred by him in connection therewith.

         (b)      The determination specified in subsection (a) of this
                  Section 5 shall be made:

                  (1)      By the Board of Directors by majority vote of a
                           quorum consisting of Directors not at the time
                           parties to the proceeding;

                  (2)      If a quorum cannot be obtained under paragraph (1)
                           of this subsection (b) of this Section 5, by
                           majority vote of a committee duly designated by the
                           Board of Directors (in which designation Directors
                           who are parties may participate), consisting solely
                           of two or more Directors not at the time parties to
                           the proceeding;

                  (3)      By special legal counsel:

                           (A)      Selected by the Board of Directors or its
                                    committee in the manner prescribed in
                                    paragraphs (1) and (2) of this subsection
                                    (b) of this Section 5; or

                           (B)      If a quorum of the Board of Directors
                                    cannot be obtained under paragraph (1) of
                                    this subsection (b) of this Section 5 and
                                    a committee cannot be designated under
                                    paragraph (2) of this subsection (b) of
                                    this Section 5, selected by a majority
                                    vote of the 


                                     -18-


                                    full Board of Directors (in which
                                    selection Directors who are parties may
                                    participate); or

                  (4)      By the Shareholders, but shares owned by or voted
                           under the control of directors or officers who are
                           at the time parties to the proceeding may not be
                           voted on the determination.

         (c)      Evaluation as to reasonableness of expenses shall be made in
                  the same manner as the determination that indemnification is
                  permissible, except that if the determination is made by
                  special legal counsel, evaluation as to reasonableness of
                  expenses shall be made by those entitled under paragraph (3)
                  of subsection (b) of this Section 5 to select counsel.

         Section 6.  Shareholder Approved Indemnification.

         (a)      If authorized by the Articles of Incorporation or a contract
                  or resolution approved or ratified by the Shareholders of
                  the Corporation by a majority of the votes entitled to be
                  cast, the Corporation may indemnify or obligate itself to
                  indemnify a director or officer made a party to a
                  proceeding, including a proceeding brought by or in the
                  right of the Corporation, without regard to the limitations
                  in other Sections of this Article VIII.

         (b)      The Corporation shall not indemnify an individual under this
                  Section 6 for any liability incurred in a proceeding in
                  which such individual is adjudged liable to the Corporation
                  or is subjected to injunctive relief in favor of the
                  Corporation:

                  (1)      For any appropriation, in violation of his duties,
                           of any business opportunity of the Corporation;

                  (2)      For acts or omissions which involve intentional
                           misconduct or a knowing violation of law;

                  (3)      For the types of liability set forth in Code
                           Section 14-2-832 of the Code; or

                  (4)      For any transaction from which he received an
                           improper personal benefit.

         (c)      Where approved or authorized in the manner described in
                  subsection (a) of this Section 6, the Corporation may
                  advance or reimburse expenses incurred in advance of final
                  disposition of the proceeding only if:

                  (1)      The Director furnishes the Corporation a written
                           affirmation of his good faith belief that his


                                     -19-


                           conduct does not constitute behavior of the kind
                           described in subsection (b) of this Section 6; and

                  (2)      The Director furnishes the Corporation a written
                           undertaking, executed personally or on his behalf
                           to repay any advance if it is ultimately determined
                           that he is not entitled to indemnification under
                           this Section 6 of this Article VIII.

         Section 7. Indemnification of Employees and Agents. Unless the
Articles of Incorporation provide otherwise, the Corporation may indemnify and
advance expenses to an employee or agent of the Corporation who is not a
director or officer to the same extent, consistent with public policy, that
may be provided by the Articles of Incorporation, these Bylaws, general or
specific action of the Board of Directors, or contract.

         Section 8. Insurance. The Corporation may purchase and maintain
insurance on behalf of an individual who is or was a director, officer,
employee, or agent of the Corporation or who, while a director, officer,
employee, or agent of the Corporation, is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise against liability asserted against
or incurred by him in that capacity or arising from his status as a director,
officer, employee, or agent, whether or not the Corporation would have power
to indemnify him against the same liability under Sections 2 and 5 of this
Article VIII above.

         Section 9. Not Exclusive of Other Rights. The indemnification
provided by this Article VIII shall not be deemed exclusive of any other
rights, in respect of indemnification or otherwise, to which those seeking
indemnification may be entitled apart from the provisions of this Article VIII
and shall apply both as to action by a director, officer, employee or agent in
his official capacity and as to action in another capacity while holding such
office or position, and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.

         Section 10. Severability. In the event that any of the provisions of
Article VIII is held by a court of competent jurisdiction to be invalid, void
or otherwise unenforceable, the remaining provisions of this Article VIII
shall remain enforceable to the fullest extent permitted by law.


                                     -20-


                                  ARTICLE IX

                               Emergency Powers

         Section 1. Power to Adopt. Unless the Articles of Incorporation
provide otherwise, the Board of Directors may adopt bylaws to be effective
only in an emergency, which bylaws shall be subject to amendment or repeal by
the Shareholders. An emergency exists for purposes of this Section if a quorum
of the Directors cannot readily be assembled because of some catastrophic
event. The emergency bylaws may make any provision that may be practical and
necessary for the circumstances of the emergency.

         Section 2. Lines of Succession of Officers or Agents. The Board of
Directors, either before or during any such emergency, may provide, and from
time to time modify, lines of succession in the event that during such an
emergency any or all officers or agents of the Corporation shall for any
reason be rendered incapable of discharging their duties.

         Section 3. Chance of Office. The Board of Directors, either before or
during any such emergency, may, effective in the emergency, change the head
office or designate several alternative head offices or regional offices, or
authorize the officers so to do.

         Section 4. Effect of Bylaws. To the extent not inconsistent with any
emergency bylaws so adopted, these Bylaws shall remain in effect during any
such emergency and, upon its termination, the emergency bylaws shall cease to
be operative.

         Section 5. Notices. Unless otherwise provided in emergency bylaws,
notice of any meeting of the Board of Directors during any such emergency may
be given only to such of the Directors as it may be feasible to reach at the
time, and by such means as may be feasible at the time, including publication,
radio or television.

         Section 6. Quorum. To the extent required to constitute a quorum at
any meeting of the Board of Directors during any such emergency, the officers
of the Corporation who are present shall, unless otherwise provided in the
emergency bylaws, be deemed, in order of rank and within the same rank and
order of seniority, Directors for such meeting.

         Section 7. Liability. Corporate action taken in good faith in
accordance with the emergency bylaws binds the Corporation and may not be used
to impose liability on a corporate director, officer, employee or agent.



                                     -21-


                                   ARTICLE X

                              General Provisions

         Section 1. Fiscal Year. The Board of Directors is authorized to fix
the fiscal year of the Corporation and to change the fiscal year of the
Corporation from time to time as it deems appropriate provided such change is
not in violation of any provision of the Internal Revenue Code of 1986, as
amended, or in violation of any applicable state statute.

         Section 2. Corporate Seal. The seal of the Corporation shall be in
the following form, to-wit:







The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or reproduced or otherwise. In the event it is inconvenient to use
such a seal at any time, the signature of am officer of the Corporation
followed by the word "Seal" enclosed in parentheses shall be deemed the seal
of the Corporation.

         Section 3. Annual Statements. Not later than four (4) months after
the close of each fiscal year, and in any case prior to the next annual
meeting of Shareholders, the Corporation shall prepare:

         (a)      A balance sheet showing in reasonable detail the financial 
condition of the Corporation as of the close of its fiscal year, and

         (b)      A profit and loss statement showing the results of its 
operations during its fiscal year.

         Section 4. Inspection of Books and Records. The inspection rights of
Shareholders owning two percent (2%) or less of the shares outstanding of the
Corporation are limited as provided under Section 14-2-1602(e) of the Code, as
follows: unless consented to in writing by Board of Directors, in its sole
discretion, such Shareholders have no right to inspect the following books and
records of the Corporation:

         (a)      Excerpts from Minutes of any meeting of the Board of
                  Directors, records of any action of a committee of the Board
                  of Directors while acting in place of the Board of Directors
                  on behalf of the Corporation, minutes of any meeting of the
                  Shareholders, and records of action taken by the
                  Shareholders or Board of Directors without a meeting, to the
                  extent not subject to inspection under subsection
                  14-2-1602(a) of the Code;


                                     -22-


         (b)      Accounting records of the Corporation; and

         (c)      The record of Shareholders.

         Section 5. Conflict with Articles of Incorporation. In the event that
any provision of these Bylaws conflicts with any provision of the Articles of
Incorporation, the Articles of Incorporation shall govern.

         Section 6. Dividends. Subject to limitations imposed by Georgia
statutes, distributions to the Shareholders may be declared at such time or
times, and in such amounts as the Board of Directors shall from time to time
determine.

         Section 7. Adoption of Amendments to Incentive Stock Option Plans. In
addition to the rights of the Board of Directors to approve the adoption of
amendments to any incentive stock option plans of the Corporation which
qualify under Section 422A of the Internal Revenue Code of 1986, as amended,
the Shareholders of the Corporation may approve any such amendment by written
consent of the Shareholders which is signed by Shareholders having voting
power to cast not less than the minimum number of votes that would be
necessary to authorize such action, as provided in and subject to the
provisions of Section 14-2-704, as amended, of the Code.


                                  ARTICLE XI

                                  Amendments

         Except as otherwise provided in these Bylaws, the Board of Directors
shall have power to alter, amend or repeal these Bylaws or adopt new Bylaws by
majority vote of all of the Directors, but any Bylaws adopted by the Board of
Directors may be altered, amended or repealed, and new Bylaws adopted, by the
Shareholders by majority vote of all of the shares having voting power. The
Shareholders may prescribe by expressing in the action they take in adopting
any Bylaw or Bylaws that the Bylaw or Bylaws so adopted shall not be altered,
amended or repealed by the Board of Directors.



                                     -23-



                                                                      EX 3.64

                          CERTIFICATE OF INCORPORATION

                                       OF

                             UAG ATLANTA III, INC.


         FIRST: The name of the corporation is UAG Atlanta III, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal the by-laws.



         SEVENTH: 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
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
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, whose mailing address
is 2700 Cain Tower, Peachtree Center, 229 Peachtree Street, N.E., Atlanta,
Georgia 30303.

                                      -2-


         I, THE UNDERSIGNED, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation and, accordingly, have hereto set my hand
this 4th day of June, 1996.

                                            /s/ David G. Thunhorst
                                            -----------------------------------
                                            David G. Thunhorst

                                      -3-



                                                                   EX 3.66


                           ARTICLES OF INCORPORATION

                                       OF

                            JIM HICKMAN DATSUN, INC.

                                      I.

         The name of the corporation is JIM HICKMAN DATSUN, INC.

                                      II.

         The general nature of the business or businesses to be transacted by
the corporation are as follows: To buy, sell, own, lease, rent, repair, store,
design, manufacture, construct, import, export and otherwise deal in personal
and real property of every nature and sort at wholesale and retail including
primarily, but not limited to, a new and used automobiles and automobile parts.

         To conduct a general repair and service business including primarily
but not limited to automobile repair and servicing.

         To own real estate, borrow money, lend money, buy, sell and guarantee
the obligations of others and conduct financing, brokerage and discount and
factoring business in connection with the foregoing or otherwise.

         In general, to carry on any other business in connection with the
foregoing, and to have and exercise all the powers conferred by the laws of the
State of Georgia upon corporations formed pursuant thereto.



                                     III.

         The authorized capital stock of the corporation shall be $1,000,000
which shall consist of 10,000 shares of $100.00 par value common stock.

                                      IV.

         The amount of capital with which the corporation will begin business
is not less than Five Hundred ($500.00) Dollars.

                                      V.

         The corporation is to have perpetual existence.

                                      VI.

         The address of the initial registered office of the corporation shall
be 2530 First National Bank Tower, Two Peachtree Street, N.W., Atlanta, Georgia
30303, located in Fulton County, and the initial registered agent of the
corporation shall be Terry L. Revel, at such address.

                                     VII.

         The number of directors constituting the first Board of Directors
shall be Two and the name and street address of each member of the first Board
of Directors is:

    DIRECTORS                                    STREET ADDRESS
    ---------                                    --------------

James F. Hickman                                 2270 Dallas Road
                                                 Marietta, GA  30060

Lynda M. Hickman                                 2270 Dallas Road
                                                 Marietta, GA  30060

                                      -2-



                                     VIII.

         The name and street address of each incorporator of the corporation is
as follows:

    DIRECTORS                                    STREET ADDRESS
    ---------                                    --------------

Theodore H. Milby, Esq.                          2530 First National Bank Tower
                                                 Two Peachtree St., N.W.
                                                 Atlanta, GA  30303


                                      IX.

         None of the holders of the capital stock of the corporation shall be
entitled, as a matter of right by virtue of their holding of capital stock of
the corporation, to purchase, subscribe for or otherwise acquire any new or
additional shares of stock of the corporation of any class or of any options or
warrants to purchase, subscribe for or otherwise acquire any such new or
additional shares, or any shares, evidences of indebtedness or other securities
convertible into or carrying options or warrants to purchase, subscribe for or
otherwise acquire any such new or additional shares.

                                      X.

         The Board of Directors of the corporation may, from time to time and
at its discretion, distribute a portion of the assets of the corporation to its
shareholders out ? capital surplus of the corporation.

         The Board of Directors of the corporation may, from time to time and
at its discretion, cause the corporation to

                                      -3-


purchase its own shares to the extent of unreserved and unrestricted capital
surplus available for said purchase.

         IN WITNESS WHEREOF, the Undersigned has executed these Articles of
Incorporation on October 14, 1976.


                                            /s/ Theodore H. Milby
                                            -----------------------------------
                                            THEODORE H. MILBY, ESQ.,
                                            Incorporator

                                      -4-


                             ARTICLES OF AMENDMENT
                                     TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                              HICKMAN NISSAN, INC.


                                       I

         The name of the Corporation is HICKMAN NISSAN, INC.

                                       II

         Effective as of the date hereof, Article I of the Articles of
Incorporation of the Corporation is amended to read as follows:

         "The name of the Corporation is PEACHTREE NISSAN, INC."

                                      III

         All other provisions of the Articles of Incorporation shall remain in
full force and effect.


                                       IV

         These Articles of Amendment to the Corporation's Articles of
Incorporation were duly approved by the Corporation's Board of Directors in
accordance with the provisions of Section 14-2-1002 of the Georgia Business
Corporation Code, and no shareholder action was required with respect thereto.

         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed and attested by its duly authorized officers as of the
15th day of July, 1996.


                                            HICKMAN NISSAN, INC.



                                            By: /s/ George S(?)
                                                -------------------------------
                                                Vice President and Secretary



                            ARTICLES OF AMENDMENT

                              HICKMAN DATSUN, INC.

                                       I.

         The name of the Corporation is "HICKMAN DATSUN, INC."

                                      II.

         The Amendment is to amend Article I. of the Articles of Incorporation
to delete the same in its entirety and to substitute therefore the following:

                                       I.

         The name of the Corporation is "HICKMAN NISSAN, INC."

                                      III.

         This Amendment was adopted by the Shareholders of the Corporation on
July 25, 1985.

                                      IV.

         The Amendment was adopted by the unanimous vote of all Shareholders.

         IN WITNESS WHEREOF, Hickman Datsun, Inc. has executed these Articles
of Amendment on this 31st day of July, 1985.


                                            Hickman Datsun, Inc.


                                            By: /s/ Lynda Hickman Smith
                                                -------------------------------
                                                Lynda Hickman Smith, President


Attest: /s/ John L. Corley
        -------------------------------
        John L. Corley, Secretary
        (CORPORATE SEAL)



GEORGIA

FULTON COUNTY

                             ARTICLES OF AMENDMENT

         Pursuant to the provisions of Georgia Code, Title 22, Chapter 9, "JIM
HICKMAN DATSUN, INC." executes these Articles of Amendment:

                                       I

         The name of the corporation is "JIM HICKMAN DATSUN, INC."

                                       II

         The Articles of Incorporation of "JIM HICKMAN DATSUN, INC." are hereby
amended by deleting Article I in its entirety and substituting therefore the
following:

                                       I

         "The name of the corporation is "HICKMAN DATSUN, INC."

                                      III

         Said Amendment is adopted this 28th day of October, 1976, by the sole
incorporator prior to the holding of the organization meeting of the Board of
Directors and prior to the issuance of any shares.

         IN WITNESS WHEREOF, "JIM HICKMAN DATSUN, INC." has executed these
Articles of Amendment this 28th day of October, 1976.

                                            JIM HICKMAN DATSUN, INC.


                                            By: /s/ Theodore H. Milby
                                                -------------------------------
                                                THEODORE H. MILBY, Incorporator


                                                                 EX-3.67

                                    BY-LAWS
                                       OF

                              HICKMAN DATSUN, INC.
                          (ADOPTED: November 10, 1976)

                                  ARTICLE I.

                                    OFFICES


         The address of the registered office of the corporation is 2400 First
National Bank Tower, Atlanta, GA; and the name of the registered agent is Terry
L. Nevel.

         The corporation may have other offices at such places within or
without the State of Georgia as the Board of Directors may from time to time
designate or the business of the corporation may require or make desirable.

                                  ARTICLE II.

                             SHAREHOLDERS MEETINGS

         Section 1. PLACE OF MEETING. The Board of Directors may designate any
place within or without the State of Georgia as the place of meeting for any
annual or for any special meeting called by the Board of Directors. A waiver of
notice signed by all shareholders entitled to vote at a meeting may designate
any place within or without the State of Georgia as the place for the holding
of such meeting. If no designation is made, or if a special meeting be
otherwise called, the place of meeting shall be the principal office of the
corporation in the State of Georgia.

         Section 2. ANNUAL MEETING. An annual meeting of the shareholders shall
be held on the 15th day of April in each year if not a legal holiday; and if
such is a legal holiday, then on the next following day not a legal holiday, at
such time and place as



the Board of Directors shall determine, at which time the shareholders
shall elect a Board of Directors and transact such other business as may
properly be brought before the meeting. Notwithstanding the foregoing, the
Board of Directors may cause the annual meeting of shareholders to be held on
such other date in any year as they shall determine to be in the best interests
of the corporation; and any business transacted at said meeting shall have the
same validity as if transacted on the day designated herein.

         Section 3. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute or the articles
of incorporation, may be called by the President, or the Chairman of the Board
of Directors, if any. The President or Secretary shall call a special meeting
when: (1) requested in writing by any two or more of the directors; or (2)
requested in writing by shareholders owning a majority of the shares entitled
to vote. Such written request shall state the purpose or purposes of the
proposed meeting.

         Section 4. NOTICE. Except as otherwise required by statute or the
articles of incorporation, written notice of each meeting of the shareholders,
whether annual or special, shall be served, either personally or by mail, upon
each shareholder of record entitled to vote at such meeting, not less than ten
(10) nor more than fifty (50) days before the meeting. If mailed, such notice
shall be directed to a shareholder at his post office address last shown on the
records of the corporation. Notice of any

                                     - 2 -



special meeting of shareholders shall state the purpose or purposes
for which the meeting is called. Notice of any meeting of shareholders shall
not be required to be given to any shareholder who, in person or by his
attorney thereunto authorized, either before or after such meeting, shall waive
such notice. Attendance of a shareholder at a meeting, either in person or by
proxy, shall itself constitute waiver of notice and waiver of any and all
objections to the place and time of the meeting and manner in which it has been
called or convened, except when a shareholder attends a meeting solely for the
purpose of stating, at the beginning of the meeting, any such objections to the
transaction of business. Notice of the time and place of any adjourned meeting
need not be given otherwise than by the announcement at the meeting at which
adjournment is taken.

         Section 5. QUORUM. The holders of a majority of the stock issued,
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the shareholders and shall
be requisite for the transaction of business, except as otherwise provided by
law, by the articles of incorporation, or by these by-laws. If, however, such
majority shall not be present or represented at any meeting of the
shareholders, the shareholders entitled to vote thereat, present in person or
by proxy, shall have the power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until the requisite
amount of voting stock shall be present. At such adjourned meeting at which a

                                     - 3 -


quorum shall be present in person or by proxy, any business may be transacted
that might have been transacted at the meeting originally called.

         Section 6. VOTING, PROXIES. At every meeting of the shareholders, any
shareholder having the right to vote shall be entitled to vote in person or by
proxy, but no proxy shall be voted after eleven months from its date, unless
said proxy provides for a longer period. Each shareholder shall have one vote
for each share of stock having voting power, registered in his name on the
books of the corporation. If a quorum is present, the affirmative vote of the
majority of the shares represented at the meeting entitled to vote on the
subject matter shall be the act of the shareholders, except as otherwise
provided by law, by the articles of incorporation or by these by-laws.

         Section 7. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment thereof, or shareholders entitled to receive payment of
dividend, the Board of Directors may fix in advance a date as the record date
for any such determination of shareholders, such date in any case to be not
less than ten (10) nor more than fifty (50) days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If no record date is fixed for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of dividends, the date on which notice of the
meeting is mailed, or on the date on which the resolution of the

                                     - 4 -


Board of Directors declaring such dividend is adopted, as the case may
be, shall be the record date. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.

         Section 8. INFORMAL ACTIONS BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if written
consent, setting forth the action so taken, shall be signed by all the
shareholders entitled to vote with respect to the subject matter thereof. Such
consent shall have the same force and effect as a unanimous vote of the
shareholders; provided, however, that no consent shall be effective as approval
of a plan of merger or plan of consolidation pursuant to Section 22-1003 of the
Georgia Business Corporation Code unless:

         (1)      prior to the execution of the consent, the shareholders
                  shall have been given

                  (i) a clear and concise statement that if the plan of merger
or consolidation is effected the shareholders dissenting therefrom are
entitled, if they file a written objection to such plan before the vote of the
shareholders is taken thereon and comply with the further provisions of Section
22-1202 of the Georgia Business Corporation Code regarding the rights of
dissenting shareholders, to be paid the fair value of their shares,

                                     - 5 -


                  (ii)     a copy of the plan of merger or consolidation or
an outline of the material features of the plan, and

                  (iii)    a copy of the most recent annual balance sheet and
annual profit and loss statement of each of the merging or consolidating
corporations and of each other corporation securities of which are to be
delivered pursuant to the plan of merger or consolidation; or

         (2)      the written consent itself conspicuously and specifically
states that waiver of the right to receive such information is expressly made.

                                 ARTICLE III.

                                   DIRECTORS

         Section 1. GENERAL POWERS. Except as may be otherwise provided by any
legal agreement among shareholders, the property and business of the
corporation shall be managed by its Board of Directors. In addition to the
powers and authority by these by-laws expressly conferred upon, the Board of
Directors may exercise all such powers of the corporation and do all such
lawful acts and things as are not by law, or by any legal agreement among
shareholders, or by the articles of incorporation or by these by-laws directed
or required to be exercised or done by the shareholders.

         Section 2. NUMBER, TENURE, QUALIFICATIONS. The Board of Directors
shall consist of not less than one nor more than five members, the precise
number to be fixed by resolution of the shareholders from time to time. Each
director shall hold office until the annual meeting of shareholders held next
after his

                                     - 6 -


election and until a qualified successor shall be elected, or until his
earlier death, resignation, incapacity to serve or removal. Directors need
not be shareholders.

         Section 3. VACANCIES, HOW FILLED. If any vacancy shall occur among the
directors by reason of the death, resignation, removal or incapacity to serve
of a director, the remaining directors shall continue to act, and such
vacancies may be filled by the vote of the majority of the directors then in
office, though less than a quorum, and if not therefore filled by action of the
directors, may be filled by the shareholders at any meeting held during the
existence of such vacancy. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office.

         Section 4. PLACE OF MEETING.  The Board of Directors may hold its
meetings at such place or places within or without the State of Georgia as it
may from time to time determine.

         Section 5. COMPENSATION.  Directors may be allowed such compensation
for attendance at regular or special meetings of the Board of Directors and of
any special meeting or standing committees thereof as may be from time to time
determined by resolution of the Board of Directors.

         Section 6. REGULAR MEETINGS.  A regular annual meeting of the Board
of Directors shall be held without other notice than this by-law immediately
after, and at the same place as, the annual meeting of shareholders. The Board
of Directors may provide, by resolution, the time and place within or without
the

                                     - 7 -


State of Georgia, for the holding of additional regular meetings without
other notice than such resolution.

         Section 7. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Chairman of the Board (if any) or the President
on not less than two (2) days' notice by mail, telegram, cablegram or personal
delivery to each director and shall be called by the Chairman of the Board (if
any), the President or the Secretary in like manner and on like notice on the
written request of any two (2) or more directors. Any such special meeting
shall be held at such time and place as shall be stated in the notice of the
meeting.
         Section 8. NOTICE, WAIVER BY ATTENDANCE. No notice of a meeting of the
Board of Directors need be given to any director who signs a waiver of notice
either before or after the meeting. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting or the manner
in which it has been called or convened except when a director states, at the
beginning of the meeting, any such objection or objections to the transaction
of business.

         Section 9. QUORUM.  At all meetings of the Board of Directors, the
presence of a majority of the directors shall constitute a quorum for the
transaction of business.  In the absence of a quorum a majority of the
directors present at any meeting may adjourn from time to time until a quorum
be had.  Notice of the time and place of any adjourned meeting need only

                                     - 8 -


be given by announcement at the meeting at which the adjournment is taken.

         Section 10.  MANNER OF ACTING.  The act of the majority
of the directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors.

         Section 11. EXECUTIVE COMMITTEE. In furtherance and not in limitation
of the powers conferred by statute, the Board of Directors may establish an
Executive Committee of two (2) or more directors constituted and appointed by
the Board of Directors from their number who shall meet when deemed necessary.
They shall have authority to exercise all the powers of the board which may be
lawfully delegated and not inconsistent with these by-laws, at any time and
when the board is not in session. The committee shall elect a chairman, and a
majority of the whole committee shall constitute a quorum; and the act of a
majority of members present at a meeting at which a quorum is present shall be
the act of the committee provided all members of the committee have had notice
of such meeting or waived such notice. Notice of meetings of the executive
committee shall be the same as required for a special meeting of the Board of
Directors as outlined in Section 7 of this Article III.

         Section 12. ACTION WITHOUT FORMAL MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if written consent thereto is
signed by all members of the Board of Directors or of such committee, as the
case may be,

                                     - 9 -


and such written consent is filed with the minutes of the proceedings of the
Board or committee.

         Section 13. CONFERENCE CALL MEETINGS. Members of the Board of
Directors, or any committee designated by such Board, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.

                                  ARTICLE IV.

                                    OFFICERS

         Section 1. GENERALLY. The Board of Directors at its first meeting
after each annual meeting shall elect the following officers: a President, one
or more Vice-Presidents, a Secretary and a Treasurer. The Board of Directors at
any time and from time to time may appoint such other officers as it shall deem
necessary, including a Chairman of the Board of Directors, one or more
Assistant Vice-Presidents, one or more Assistant Treasurers, and one or more
Assistant Secretaries, who shall hold their offices for such terms as shall be
determined by the Board of Directors and shall exercise such powers and perform
such duties as are specified by these by-laws or as shall be determined from
time to time by the Board of Directors. Any person may hold two or more
offices, except that no person may hold the office of President and Secretary.
No officer need be a shareholder.

         Section 2. COMPENSATION.  The salaries of the officers of the
corporation shall be fixed by the Board of Directors, except

                                    - 10 -


that the Board of Directors may delegate to any officer or officers the
power to fix the compensation of any other officer.

         Section 3. TENURE. Each officer of the corporation shall hold office
until his successor is chosen or until his earlier resignation, death or
removal, or the termination of his office. Any officer may be removed by the
Board of Directors whenever in its judgment the best interest of the
corporation will be served thereby.

         Section 4. VACANCIES. A vacancy in any office, because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         Section 5. PRESIDENT. The President shall be a director. The President
shall be the principal executive officer of the corporation and, subject to the
control of the Board of Directors, shall in general manage, supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of all of the stockholders. He may sign, with
the Secretary or any other proper officer or the corporation thereunto
authorized by the Board of Directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, policies of insurance, contracts,
investment certificates, or other instruments which the Board of Directors has
authorized to be executed, except in cases where signing the execution thereof
shall be expressly delegated by the Board of Directors or by the by-laws to
some other officer or agent of the corporation, or shall be required by law to
be otherwise signed or executed;

                                    - 11 -



and in general shall perform all duties incident to the office of President
and such other duties as may be prescribed by the Board of Directors from
time to time.

         Section 6. VICE-PRESIDENTS. In the absence of the President or in the
event of his death or inability or refusal to act, the Vice-President (or in
the event there be more than one Vice-President, the Vice-Presidents in the
order designated at the time of their election, or in the absence of any
designation, then in order of election) shall perform the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. Any Vice-President may sign, with the
Secretary or an assistant Secretary, certificates for shares of the corporation
and shall perform such other duties as shall from time to time be assigned to
him by the President or by the Board of Directors. All Vice-Presidents shall
have such other duties as prescribed by the Board of Directors from time to
time.

         Section 7. THE SECRETARY. The Secretary shall: (a) attend and keep the
minutes of the shareholders' meetings and of the Board of Directors' meetings
in one or more books provided for that purpose; (b) see that all notices are
duly given in accordance with the provisions of these by-laws as required by
law; (c) be custodian of the corporate records and of the seal of the
corporation and see that the seal of the corporation is affixed to all
documents, the execution of which on behalf of the corporation under its seal
is duly authorized; (d) keep a register of the post office address of each
shareholder which

                                    - 12 -



shall be furnished to the Secretary by such shareholder; (e) sign with the
President or a Vice-President certificates for shares of the corporation, the
issuance of which shall have been authorized by resolution of the Board of
Directors; (f) have general charge of the stock transfer books of the
corporation; (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or the Board of Directors.

         Section 8. THE TREASURER. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the corporation;
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies, or other depositories as shall be
selected by the Board of Directors; and (b) in general perform all the duties
incident to the office of Treasurer and such other duties as from time to time
may be assigned by the Board of Directors.

         Section 9. ASSISTANT SECRETARIES AND ASSISTANT TREASURERS. The
assistant Secretaries, when authorized by the Board of Directors, may sign with
the President or a Vice-President certificates for shares of the corporation
the issuance of which shall have been authorized by a resolution of the Board
of Directors. The assistant Secretaries and Treasurers, in general, shall
perform such duties as shall be assigned by the Secretary or Treasurer,
respectively, or by the President or by the Board of Directors.

                                    - 13 -

                                  ARTICLE V.

                                 CAPITAL STOCK

         Section 1. FORM. The interest of each shareholder shall be evidenced
by a certificate representing shares of stock of the corporation, which shall
be in such form as the Board of Directors may from time to time adopt and shall
be numbered and shall be entered in the books of the corporation as they are
issued. Each certificate shall exhibit the holder's name, the number of shares
and class of shares and series, if any, represented thereby, a statement that
the corporation is organized under the laws of the State of Georgia, and the
par value of each share or a statement that the shares are without par value.
Each certificate shall be signed by the President or a Vice-President and the
Secretary or an Assistant Secretary and shall be sealed with the seal of the
corporation.

         Section 2. TRANSFER. Transfers of stock shall be made on the books of
the corporation only by the person named in the certificate, or by attorney
lawfully constituted in writing, and upon surrender of the certificate thereof,
or in the case of a certificate alleged to have been lost, stolen or destroyed,
upon compliance with the provisions of Section 4, Article V of these by-laws.

         Section 3. RIGHTS OF HOLDER. The corporation shall be entitled to
treat the holder of any share of the corporation as the person entitled to vote
such share, to receive any dividend or other distribution with respect to such
share, and for all other purposes and accordingly shall not be bound to
recognize

                                    - 14 -


any equitable or other claim to or interest in such share on the part
of any other person, whether or not it shall have the express or other notice
thereof, except as otherwise provided by law.

         Section 4. LOST OR DESTROYED CERTIFICATES. Any person claiming a
certificate of stock to be lost, stolen or destroyed shall make an affidavit or
affirmation of the fact in such manner as the Board of Directors may require
and shall if the Board of Directors so require, give the corporation a bond of
indemnity in form and amount and with one or more sureties satisfactory to the
Board of Directors, whereupon an appropriate new certificate may be issued in
lieu of the one alleged to have been lost, stolen or destroyed.

                                  ARTICLE VI.

                                  FISCAL YEAR

         The fiscal year of the corporation shall be established by the
Board of Directors of the corporation.

                                 ARTICLE VII.

                                      SEAL

         The corporate seal shall be in such form as the Board of Directors
may from time to time determine.

                                 ARTICLE VIII.

                               ANNUAL STATEMENTS

         Not later than four months after the close of each fiscal year, and in
any case prior to the next annual meeting of shareholders, the corporation
shall prepare:
                                    - 15 -


                  (A) A balance sheet showing in reasonable detail the
                  financial condition of the corporation as of the close
                  of the fiscal year, and
                  (B) A profit and loss statement showing the results of its
                  operation during the fiscal year.

         Upon written request, the corporation promptly shall mail to any
shareholder of record a copy of the most recent such balance sheet and profit
and loss statement.

                                  ARTICLE IX.

                                INDEMNIFICATION

         Section 1. ACTION BY PERSONS OTHER THAN THE CORPORATION. Under the
circumstances prescribed in Section 3 and 4 of this Article, the corporation
shall indemnify and hold harmless any person who was or is a party or is
threatened to be made a party of any, threatened, pending or completed action,
suit or proceeding, or investigation, whether civil, criminal, or
administrative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is now serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in a manner he reasonably believed to be in or not opposed to the best interest
of the corporation, and, with respect to criminal action or proceeding,

                                    - 16 -


he had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act in a manner
which he reasonably believed to be in or not opposed to the best interest
of the corporation, and with respect to any criminal action or proceeding,
had reasonable cause to believe that his conduct was unlawful.

         Section 2. ACTIONS BY OR IN THE NAME OF THE CORPORATION. Under the
circumstances prescribed in Sections 3 and 4 of this Article the corporation
shall indemnify and hold harmless any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation; except that no indemnification shall be made in respect to any
claim issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation,

                                    - 17 -



unless and only to the extent that the court in which such action
or suit was brought shall determine upon the application that, despite the
adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expense
which the court shall deem proper.

         Section 3. SUCCESSFUL DEFENSE. To the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section 1
and 2 of this Article, or in defense of any claim, issue or matter therein, he
shall be indemnified against expenses (including attorney's fees) actually and
reasonably incurred by him in connection therewith.

         Section 4. AUTHORIZATION OF INDEMNIFICATION. Except as provided in
Section 3 of this Article and except as may be ordered by a court, any
indemnification under Sections 1 and 2 of this Article shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth
in Sections 1 and 2. Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (2) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested directors so
directs, by the firm of independent legal counsel then employed by the
corporation, in a written opinion.

                                    - 18 -


         Section 5. PREPAYMENT OF EXPENSES. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding as
authorized by the Board of Directors in the specific case upon receipt of an
undertaking by or on behalf of the director, officer, employee or agent to
repay such amount unless it shall ultimately be determined that he is entitled
to be indemnified by the corporation as authorized in this section.

         Section 6. NON-EXCLUSIVE RIGHT.  The indemnification provided by this
section shall not be deemed exclusive of any other right to which the person
indemnified hereunder shall be entitled and shall inure to the benefit of the
heirs, executors or administrators of such persons.

         Section 7. INSURANCE. The corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this section.

         Section 8. INFORMATION TO SHAREHOLDERS.  If any expenses or other
amounts are paid by way of indemnification, otherwise than by court order or
by an insurance carrier pursuant to insurance

                                    - 19 -


maintained by the corporation, the corporation shall, not later than the next
annual meeting to the shareholders, unless such meeting is held within three
months from the date of such payment, and, in any event, within fifteen months
from the date of such payment, send by first class mail to its shareholders
of record at the time entitled to vote for the election of directors, a
statement specifying the persons paid, the amount paid, and the nature and
status at the time of such payment of the litigation or threatened litigation.

                                  ARTICLE X.

                           NOTICES: WAIVER OF NOTICE

         Section 1. NOTICES. Except as otherwise provided in these by-laws,
whenever under the provisions of these by-laws notice is required to be given
to any shareholder, director or officer, such notice shall be given either by
personal notice or by cable or telegraph, or by mail by depositing the same in
the post office or letter box in a postpaid sealed wrapper, addressed to such
shareholder, officer or director at such address as appears on the books of the
corporation, and such notice shall be deemed to be given at the time when the
same shall be thus sent or mailed.

         Section 2. WAIVER OF NOTICE. Whenever any notice whatever is required
to be given by law, by the articles of incorporation or by these by-laws, a
waiver thereof by the person or persons entitled to said notice given before or
after the time stated therein, in writing, which shall include a waiver given
by telegraph, or cable, shall be deemed equivalent thereto. No

                                    - 20 -


notice of any meeting need be given to any person who shall attend such
meeting.

                                  ARTICLE XI.

                                   AMENDMENTS

         The by-laws of the corporation may be altered or amended and new
by-laws may be adopted by the shareholders or by the Board of Directors at any
regular or special meeting of the Board of Directors; provided, however, that,
if such action is to be taken at a meeting of the shareholders, notice of the
general nature of the proposed change in the by-laws shall have been given in
the notice of a meeting. Action by the shareholders with respect to by-laws
shall be taken by an affirmative vote of a majority of the shares entitled to
elect directors, and action by the directors with respect to by-laws shall be
taken by an affirmative vote of a majority of all directors then holding
office.

                                  ARTICLE XII.

         REIMBURSEMENT OF DISALLOWED PAYMENTS TO OFFICERS AND EMPLOYEES

         In the event any payments to an officer or employee of this
corporation such as salary, commission, bonus, interest, or rent, or
entertainment expenses incurred by him, is thereafter disallowed in whole or in
part by the Internal Revenue Service as a proper deduction for income tax
purposes under Section 162 of the Internal Revenue Code of 1954, as amended (or
disallowed under any similar Code section which may subsequently replace
Section 162), such disa11owed payments shall be deemed to be an obligation owed
by such officer or employee to this corporation.

                                    - 21 -


Such disallowed payments shall be reimbursed by such officer or
employee to this corporation on or before ninety (90) days following the final
determination of such disallowance by the Internal Revenue Service or entry of
the final judgment of such determination if adjudicated. It shall be the duty
of the Board of Directors to enforce reimbursement of each such amount
disallowed, including the withholding from future compensation payments to such
officer or employee until the amount owed to this corporation has been
recovered.








                                    - 22 -



                                                                      EX 3.68

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 UAG WEST, INC.


         FIRST: The name of the corporation is UAG West, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal the by-laws.

         SEVENTH: 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 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 provision shall not adversely
affect any right or protection of a director of the corporation existing at the
time of such repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, whose mailing address
is 2700 Cain Tower, Peachtree Center, 229 Peachtree Street, N.E., Atlanta,
Georgia 30303.

                                      -2-


         I, the Undersigned, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation and, accordingly, have hereto set my hand
this 22nd day of May, 1996.

                                            /s/ David G. Thunhorst
                                            ----------------------------------
                                            David G. Thunhorst

                                      -3-



                                                                      EX 3.70

                           ARTICLES OF INCORPORATION
                                       OF
                                   LRP, LTD.

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


         We, the undersigned incorporators, having associated ourselves
together for the purpose of forming a corporation under the laws of the State
of Arizona, adopt the following Articles of Incorporation:

                                       I.
                                      NAME

         The name of the corporation is LRP, LTD.

                                      II.
                                    PURPOSE

         This corporation is organized for the purpose of transacting any or
all lawful business for which corporations may be incorporated under the laws
of the State of Arizona, as amended from time to time.

                                      III.
                                INITIAL BUSINESS

         The corporation initially intends actually to conduct in the State of
Arizona the business of purchasing, owning, leasing, selling, repairing and
servicing new and used motor vehicles and parts and accessories used in
connection herewith.

                                      IV.
                               AUTHORIZED CAPITAL

         The corporation shall have authority to issue ten million (10,000,000)
common shares without par value. Shares shall be paid for at such time, and in
such manner, as the Board of Directors shall determine.

                                       V.
                           INITIAL BOARD OF DIRECTORS

         The initial Board of Directors shall consist of four members, who
shall serve as the directors until the first annual meeting of the shareholders
or until their successors are elected and qualified, and whose names and
addresses are:



         Name                               Address
         ----                               -------

         Steven Knappenberger               6725 E. McDowell Road
                                            Scottsdale, Arizona  85257

         Thomas N. Fannin                   6725 E. McDowell Road
                                            Scottsdale, Arizona  85257

         Jay P. Beskind                     6905 E. McDowell Road
                                            Scottsdale, Arizona  85257

         George W. Brochick                 6725 E. McDowell Road
                                            Scottsdale, Arizona  85257

                                      VI.
                        LIMITATION OF DIRECTOR LIABILITY

         No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Article shall not eliminate or
limit the liability of a director for (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) authorizing the unlawful payment of a dividend or other distribution
on the corporation's capital stock or the unlawful purchase of its capital
stock; (iv) a violation of Arizona Revised Statutes Section 10-041 -- Director
conflicts of interest; or (v) any transaction from which the director derived
an improper personal benefit.

                                      VII.
                                 INCORPORATORS

         The names and addresses of the incorporators are:

                   Stephen M. Savage
                   Charlene Sarich
                   2 North Central Ave., #2200
                   Phoenix, Arizona  85004-2390

         All powers, duties and responsibilities of the incorporators shall
cease at the time of delivery of these Articles of Incorporation to the Arizona
Corporation Commission for filing.

                                     VIII.
                                STATUTORY AGENT

         FC Service Corporation, an Arizona corporation, Two North Central
Avenue, Suite 2200, Phoenix, Arizona 85004-2390, is

                                      -2-


hereby appointed the initial Statutory Agent for the corporation for the State
of Arizona.

                                      IX.
                            Known Place of Business

         The corporation's known place of business is 6725 E. McDowell Road,
Scottsdale, Arizona 85257.

         IN WITNESS WHEREOF, the undersigned incorporators have hereunto
affixed their signatures this 21st day of July, 1995.


                                            /s/ Stephen M. Savage
                                            ---------------------------------
                                            Stephen M. Savage


                                            /s/ Charlene Sarich
                                            ---------------------------------
                                            Charlene Sarich

                                      -3-


                                                                 EX-3.71

                                    BYLAWS

                                      of

                                   LRP, LTD.




                                   ARTICLE I

                             Corporation Articles

          Section 1.01. Reference to Articles. Any reference herein made to
the corporation's articles shall be deemed to refer to its articles of
incorporation and all amendments thereto as at any given time on file with the
Arizona Corporation Commission, together with any and all certificates filed
by the corporation with the Arizona Corporation Commission (or any successor
to its functions) pursuant to applicable law.

          Section 1.02. Seniority. The articles shall in all respects be
considered senior and superior to these bylaws, with any inconsistency to be
resolved in favor of the articles, and with these bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.

                                  ARTICLE II

                              Corporation Offices

          Section 2.01. Known Place of Business. The known place of business
of the corporation in the State of Arizona shall be the office of its
statutory agent unless otherwise designated in the articles. The corporation
may have such other offices, either within or without the State of Arizona, as
the board of directors may designate or as the business of the corporation may
require from time to time.

          Section 2.02. Changes. The board of directors may change the
corporation's known place of business or its statutory agent from time to time
by filing a statement with the Arizona Corporation Commission pursuant to
applicable law.
                                  ARTICLE III

                                 Shareholders

          Section 3.01. Annual Meetings. Each annual meeting of the
shareholders is to be held on the third Friday in the month of April of each
year, commencing with the year 1996 (unless that day be a legal holiday, in
which event the annual meeting shall be held on the next succeeding business
day) at a time and place as determined by the board of directors, or in the
absence of action by the board, as set forth in the notice given, or waiver



signed, with respect to such meeting pursuant to Section 3.03 below. At the
annual meeting, shareholders shall elect a board of directors and transact
such other business as may be properly brought before the meeting. If for any
reason any annual meeting is not held on the date determined as set forth
above, a deferred annual meeting may thereafter be called and held in lieu
thereof, at which the same proceedings (including the election of directors)
may be conducted. Any director elected at any annual meeting, deferred annual
meeting, or special meeting shall continue in office until the election of his
successor, subject to his earlier resignation pursuant to Section 7.01 below.

          Section 3.02. Special Meetings. Special meetings of the shareholders
may be held whenever and wherever called for by the chairman of the board, the
president or the board of directors, or by the written demand of the holders
of not less than ten percent (10%) of all issued and outstanding shares of the
corporation entitled to vote at any such meeting. Any written demand by
shareholders shall state the purpose or purposes of the proposed meeting, and
business to be transacted at any such meeting shall be confined to the
purposes stated in the notice thereof, and to such additional matters as the
chairman of the meeting may rule to be germane to such purposes.

          Section 3.03. Notices. Not less than ten (10) nor more than fifty
(50) days (inclusive of the date of meeting) before the date of any meeting of
the shareholders and at the direction of the person or persons calling the
meeting, the secretary of the corporation, or any other officer of the
corporation, shall cause a written notice setting forth the time, place, and
general purposes of the meeting to be delivered personally or to be deposited
in the mail, with first class or airmail postage prepaid, addressed to each
shareholder of record at his last address as it appears on the corporation's
records on the applicable record date.

          Section 3.04. Waiver of Notice. Any shareholder may waive call or
notice of any annual, deferred annual, or special meeting (and any adjournment
thereof) at any time before, during which, or after it is held. Attendance of
a shareholder at any such meeting in person or by proxy shall automatically
evidence his waiver of call and notice of such meeting (and any adjournment
thereof) unless he or his proxy is attending the meeting for the express
purpose of objecting to the transaction of business because the meeting has
not been properly called or noticed. No call or notice of a meeting of the
shareholders shall be necessary if each shareholder waives the same in writing
or by attendance.

          Section 3.05. Shareholders of Record. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders
(and at any adjournment of such meeting), or shareholders entitled to consent
to corporate action without a meeting or shareholders entitled to receive
payment of any

                                    -2-



dividend, or for any other lawful action, the board of directors may fix in
advance a record date which shall not be more than seventy (70) nor less than
ten (10) days before the date of such meeting or any such other action.

          If no record date is fixed by the board of directors for determining
shareholders entitled to notice of, and to vote at, a meeting of shareholders,
the record date shall be at four o'clock in the afternoon on the day before
the day on which notice is given, or, if notice is waived, at the commencement
of the meeting. If no record date is fixed for determining shareholders
entitled to express written consent to corporate action without a meeting, the
record date shall be the time of the day on which the first written consent is
served upon an officer or director of the corporation.

          A determination of shareholders of record entitled to notice of, and
to vote at, a meeting of shareholders shall apply to any adjournment of the
meeting; provided, however, that the board of directors may fix a new record
date for the adjourned meeting, and further provided that the adjournment or
adjournments of any such meeting do not exceed thirty (30) days in the
aggregate.

          Section 3.06. Shareholder Record. The officer or agent having charge
of the stock transfer books for shares of the corporation shall make, at least
ten (10) days before every meeting of shareholders, a complete record of the
shareholders entitled to vote at the meeting (and at any adjournment thereof),
arranged in alphabetical order, showing the address and the number of shares
registered in the name of each shareholder. Such record shall be produced and
kept open (i) at the office of the corporation before the time of the meeting,
and (ii) at the time and place of the meeting; such record shall be subject to
the inspection of any shareholder during such times for any purpose germane to
the meeting.

          Section 3.07. Proxies. Any shareholder entitled to vote thereat may
vote by proxy at any meeting of the shareholders (and at any adjournment
thereof) which is specified in such proxy, provided that his or her proxy is
executed in writing by such shareholder or his or her duly authorized
attorney-in-fact. No proxy shall be valid after eleven (11) months from the
date of its execution, unless otherwise specifically provided thereon. The
burden of proving the validity of any undated, irrevocable or otherwise
contested proxy at a meeting of the shareholders shall rest with the person
seeking to exercise the proxy. A telegram, cablegram or facsimile appearing to
have been transmitted by a shareholder or by his duly authorized
attorney-in-fact may be accepted as a sufficiently written and executed proxy.

          Section 3.08. Voting. Except for the election of directors (which
shall be governed by cumulative voting pursuant to applicable law) and except
as may otherwise be required by the corporation's articles, these bylaws or by
statute, each issued

                                       -3-




and outstanding share of the corporation (specifically excluding shares held
in the treasury of the corporation) represented at any meeting of the
shareholders in person or by a proxy given pursuant to Section 3.07 above,
shall be entitled to one vote on each matter submitted to a vote of the
shareholders at such meeting. Unless otherwise required by the corporation's
articles or by applicable law, any question submitted to the shareholders
shall be resolved by a majority of the votes cast thereon, provided that
such votes constitute a majority of the quorum of that particular meeting,
whether or not such quorum is then present. Voting shall be by ballot on
any question as to which a ballot vote is demanded before the voting begins,
by any person entitled to vote on such question; otherwise, a voice vote shall
suffice. No ballot or change of vote shall be accepted after the polls have
been declared closed following the ending of the announced time for voting.

          Section 3.09. Voting of Shares by Certain Holders. Shares of the
corporation held by another corporation may be voted by such corporation's
officer, agent, or proxy as its bylaws may prescribe, or in the absence of
such bylaw provision, by any other person designated by resolution of its
board of directors, and such officer, agent, or other person so designated may
vote such corporation's shares in this corporation in person or by proxy
appointed by him.

          Shares held by an administrator, executor, legal representative,
guardian, conservator, or other legal representative, may be voted by such
representative, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee, other than a
trustee in bankruptcy, may be voted by such representative, either in person
or by proxy, but no such trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.

          Shares standing in the name of a receiver, trustee in bankruptcy, or
assignee for the benefit of creditors may be voted by such representative,
either in person or by proxy. Shares held by or under the control of such a
receiver or trustee may be voted by such receiver or trustee, either in person
or by proxy, without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver or
trustee was appointed.

          A shareholder whose shares are pledged shall be entitled to vote
such shares until the shares have been transferred into the name of the
pledgee, and thereafter the pledgee shall be entitled to vote the shares so
transferred.

          If shares stand in the names of two or more persons, whether
fiduciaries, members of a partnership, joint tenants, tenants in common,
tenants by the entirety, or tenants by community property or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the corporation

                                         -4-



is given a written instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with respect to voting
shall have the following effect: (1) if only one votes, his act binds,
(2) if more than one votes, the act of the majority so voting binds all,
and (3) if more than one votes, but the vote is evenly split on any
particular matter, each faction may vote the shares in question proportionally.

          Section 3.10. Quorum. At any meeting of the shareholders, the
presence in person or by proxy of the holders of a majority of the shares of
the corporation issued, outstanding, and entitled to vote at the meeting shall
constitute a quorum of the shareholders for all purposes. In the absence of a
quorum, any meeting may be adjourned from time to time by its chairman,
without notice other than by announcement at the meeting, until a quorum is
formed. At any such adjourned meeting at which a quorum is present, any
business may be transacted which might have been transacted at the meeting as
originally noticed. Once a quorum has been formed at any meeting, the
shareholders from time to time remaining in attendance may continue to
transact business until adjournment, notwithstanding the prior departure of
enough shareholders to leave less than a quorum. If an adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each shareholder of record entitled to vote at the meeting.

          Section 3.11. Election Inspectors. The board of directors, in
advance of any meeting of the shareholders, may appoint an election inspector
or inspectors to act at such meeting (and at any adjournment thereof). If an
election inspector or inspectors are not so appointed, the chairman of the
meeting may, or upon request of any person entitled to vote at the meeting
shall, make such appointment. If any person appointed as an inspector fails to
appear or to act, a substitute may be appointed by the chairman of the
meeting. If appointed, the election inspector or inspectors (acting through a
majority of them if there be more than one) shall determine the number of
shares outstanding, the authenticity, validity and effect of proxies and the
number of shares represented at the meeting in person and by proxy; they shall
receive and count votes, ballots and consents and announce the results
thereof; they shall hear and determine all challenges and questions pertaining
to proxies and voting; and, in general, they shall perform such acts as may be
proper to conduct elections and voting with complete fairness to all
shareholders. No such election inspector need be a shareholder of the
corporation.

          Section 3.12. Organization and Conduct of Meetings. Each meeting of
the shareholders shall be called to order and thereafter chaired by the
chairman of the board of directors if there is one; or, if not, or if the
chairman of the board is absent or so requests, then by the president; or if
both the chairman of the board and the president are unavailable, then by

                                    -5-



such other officer of the corporation or such shareholder as may be appointed
by the board of directors. The corporation's secretary shall act as secretary
of each meeting of the shareholders; in his or her absence the chairman of the
meeting may appoint any person (whether a shareholder or not) to act as
secretary for the meeting. After calling a meeting to order, the chairman
thereof may require the registration of all shareholders intending to vote in
person and the filing of all proxies with the election inspector or
inspectors, if one or more have been appointed (or, if not, with the secretary
of the meeting). After the announced time for such filing of proxies has
ended, no further proxies or changes, substitutions or revocations of proxies
shall be accepted. If directors are to be elected, a tabulation of the proxies
so filed shall, if any person entitled to vote in such election so requests,
be announced at the meeting (or adjournment thereof) before the closing of the
election polls. Absent a showing of bad faith on his part, the chairman of a
meeting shall, among other things, have absolute authority to fix the period
of time allowed for the registration of shareholders and the filing of
proxies, to determine the order of business to be conducted at such meeting
and to establish reasonable rules for expediting the business of the meeting
(including any informal, or question and answer portions thereof).

          Section 3.13. Shareholder Approval or Ratification. The board of
directors may submit any contract or act for approval or ratification of the
shareholders, either at a duly constituted meeting of the shareholders (the
notice of which either includes mention of the proposed submittal or is waived
pursuant to Section 3.04 above) or by unanimous written consent to corporate
action without a meeting pursuant to Section 3.15 below. If any contract or
act so submitted is approved or ratified by a majority of the votes cast
thereon at such meeting or by such unanimous written consent, the same shall
be valid and as binding upon the corporation and all of its shareholders as it
would be if it were the act of the shareholders.

          Section 3.14. Informalities and Irregularities. All informalities or
irregularities in any call or notice of a meeting of the shareholders or in
the areas of credentials, proxies, quorums, voting, and similar matters, shall
be deemed waived if no objection is made at the meeting.

          Section 3.15. Action by Shareholders Without a Meeting. Any action
required or permitted to be taken at a meeting of the shareholders of the
corporation may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all of the shareholders entitled to
vote with respect to the subject matter thereof. Such consent may be executed
in counterparts and shall have the same effect as a unanimous vote of the
shareholders of the corporation at a duly convened meeting.

                                     -6-


                                  ARTICLE IV

                              Board of Directors

          Section 4.01. Membership. The board of directors shall be comprised
of not less than two (2) nor more than seven (7) members who need not be
shareholders of the corporation. The directors shall regularly be elected at
each annual meeting of the shareholders. The board of directors shall have the
power to increase or decrease its size within the aforesaid limits and to fill
any vacancies that may occur in its membership in the interval between the
annual meetings of the shareholders, whether resulting from an increase in the
size of that board or otherwise. Each director elected by the shareholders or
the board of directors shall hold office until his or her successor is duly
elected and qualified; provided, however, that the shareholders entitled to
vote for the election of directors at a shareholders' meeting may fill any
vacancy in the board of directors, if not already filled, or substitute
another person to fill the vacancy, in which case the term of office of the
person elected by the board of directors shall forthwith terminate.

          Section 4.02. General Powers. The board of directors shall have the
power to control and manage all of the affairs and property of the corporation
and to exercise, in addition to the powers and authorities expressly conferred
upon it by these bylaws or by the articles of incorporation, all powers as may
be exercised, and to do all such things that may be done by the corporation
which are not expressly reserved to the shareholders, as permitted by the laws
of the State of Arizona. It may restrict, enlarge, or otherwise modify the
powers and duties of any or all of the officers of this corporation. Without
limiting the generality of the foregoing, the board of directors may fix
record dates for determining shareholders of various classes having the right
to notice of and to vote at meetings and adjournments thereof, or the right to
receive dividends or other distributions, or the right to give consents to or
to dissent from certain actions or for any other purpose for which record
dates are or might be relevant, and to determine whether or not transfer books
should be closed in connection therewith.

          Section 4.03. Regular Meetings. A regular annual meeting of the
board of directors shall be held as soon as practicable after the adjournment
of each annual meeting of the shareholders, either at the place of the
shareholders' meeting or at such other place as the directors elected at the
shareholders' meeting may have been informed of at or before the time of their
election. Additional regular meetings may be held at regular intervals at such
places and at such times as the board of directors may determine.

          Section 4.04. Special Meetings. Special meetings of the board of
directors may be held whenever and wherever called for

                                    -7-



by the chairman of the board, the president, or the number of directors that
would be required to constitute a quorum.

          Section 4.05. Notices. No notice need be given of regular meetings
of the board of directors. Written notice of the time and place (but not
necessarily the purpose or all of the purposes) of any special meeting shall
be given to each director in person or via mail, telegram or facsimile
addressed to him at his latest address appearing on the corporation's records.
Notice to any director of any such special meeting shall be deemed given
sufficiently in advance when (i) if given by mail, the same is deposited in
the mail, with first class or airmail postage prepaid, at least four (4) days
before the meeting date, (ii) if personally delivered or given by telegram or
facsimile, the same is handed to the director, or the telegram is delivered to
the telegraph office for fast transmittal or the facsimile is initiated, at
least forty-eight (48) hours before the convening of the meeting, or (iii) by
communicating actual notice to the director at least twenty-four (24) hours
before convening the meeting. Any person who has given notice hereunder may
make an affidavit that notice was given, which, as to the facts, shall be
conclusive.

          Section 4.06. Waiver of Notice. Any director may waive call or
notice of any meeting (and any adjournment thereof) at any time before, during
which, or after it is held. Attendance of a director at any meeting shall
automatically evidence his waiver of call and notice of such meeting (and any
adjournment thereof) unless he is attending the meeting for the express
purpose of objecting to the transaction of business because the meeting has
not been properly called or noticed. No call or notice of a meeting of
directors shall be necessary if each of them waives the same in writing or by
attendance. Any meeting, once properly called and noticed (or as to which call
and notice have been waived) and at which a quorum is formed, may be adjourned
to another time and place by a majority of those in attendance.

          Section 4.07. Quorum. A quorum for the transaction of business at
any meeting or adjourned meeting of the board of directors shall consist of a
majority of the directors then in office. Once a quorum has been formed, the
directors from time to time remaining in attendance at such meeting before its
adjournment shall continue to be legally competent to transact business
properly brought before the meeting, notwithstanding the prior departure from
the meeting of enough directors to leave less than a quorum.

          Section 4.08. Voting. Any matter submitted to a meeting of the board
of directors shall be resolved by a majority of the votes cast thereon.

          Section 4.09. Power to Act Notwithstanding Vacancy. Pending the
filling of vacancies in the board of directors, a

                                       -8-



majority of a full board of directors may exercise the powers of the board
of directors.

          Section 4.10. Removal. Any director may be removed from the board of
directors, with or without cause, subject only to limitations provided by law.

          Section 4.11. Executive Committee. The board of directors, by
resolution adopted by a majority of the full board, may name one or more of
its members as an executive committee. An executive committee shall have and
may exercise the powers of the board of directors in the management of the
business and affairs of the corporation while the board is not in session,
subject to such limitations as may be included in the board's resolution;
provided, however, that an executive committee shall not have the authority of
the board of directors in reference to the following matters: (1) the
submission to shareholders of any action that requires shareholders'
authorization or approval under applicable law; (2) the filling of vacancies
on the board of directors or on any committee of the board of directors; (3)
the amendment or repeal of the bylaws, or the adoption of new bylaws; and (4)
the fixing of compensation of directors for serving on the board or on any
committee of the board of directors. Any member of the executive committee may
be removed, with or without cause, by the board of directors. If any vacancy
occurs in the executive committee, it shall be filled by the board of
directors. The board of directors, with or without cause, may dissolve any
committee or remove any member thereof at any time.

          Section 4.12. Other Committees. The board of directors, from time to
time, by resolution adopted by a majority of the full board, may appoint other
standing or temporary committees from its membership and vest such committees
with such powers as the board may include in its resolution; provided,
however, that such committees shall be restricted in their authority as
specifically set forth with respect to the executive committee in section 4.11
above.

          Section 4.13. Tenure. Except in the case of resignation,
disqualification, removal, or the inability to serve for any reason, each
member of any committee established under this Article IV shall hold office
until the next regular annual meeting of the board of directors until his or
her successor is elected and qualified.

          Section 4.14. Meetings. Regular meetings of committees established
under this Article IV may be held without notice at such times and places as
the committees may fix from time to time by resolution. Special meetings of a
committee may be called by any member thereof upon giving notice to other
members of the committee in the manner provided in Section 4.04 for special
meetings of the board of directors.

                                     -9-



          Section 4.15. Quorum. A majority of the members of a committee shall
constitute a quorum for the transaction of business at any meeting thereof,
and action of any committee must be authorized by the affirmative vote of a
majority of the members present at a meeting at which a quorum is present.

          Section 4.16. Presumption of Assent. A director of the corporation
who is present at a meeting of the board of directors or of any committee at
which action is taken on any matter shall be presumed to have assented to the
action taken unless his dissent is entered in the minutes of the meeting or
unless he files his written dissent to such action with the person acting as
secretary of the meeting before the adjournment thereof or forwards such
dissent by registered or certified mail to the secretary of the corporation
within two business days after the adjournment of the meeting. A right to
dissent shall not be available to a director who voted in favor of the action.

          Section 4.17. Compensation. By resolution of the board of directors,
each director may be paid his expenses, if any, of attendance at each meeting
of the board of directors or of any committee, and may be paid a fixed sum for
attendance at each such meeting and/or a stated salary as a director or
committee member. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefrom.

          Section 4.18. Action by Directors Without a Meeting. Any action
required or permitted to be taken at a meeting of the board of directors or of
any committee thereof may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all directors or committee
members. Such consent may be executed in counterparts and shall have the same
effect as a unanimous vote of the directors or committee members of the
corporation at a duly convened meeting.

          Section 4.19. Meetings by Conference Telephone. Any member of the
board of directors or of a committee of the board may participate in any
meeting of the board or such committee by means of a conference telephone or
similar communication equipment whereby all members participating in such
meeting can hear one another. Such participation shall constitute attendance
in person, unless otherwise stated as provided in Section 4.06 above.

                                   ARTICLE V

                              Officers - General

          Section 5.01. Elections and Appointments. The board of directors
shall elect or appoint a president, one or more vice presidents, a secretary,
and a treasurer, and may choose a chairman of the board. The regular election
or appointment of officers shall take place at each annual meeting of the
board of

                                          -10-



directors, but elections of officers may be held at any other meeting
of the board. A person elected or appointed to any office shall continue to
hold that office until the election or appointment of his successor, subject
to action earlier taken pursuant to Sections 5.04 and 7.01 below. Any two or
more offices may be held by the same person, except the offices of president
and secretary.

          Section 5.02. Additional Appointments. In addition to the officers
contemplated in Section 5.01 above, the board of directors may elect or
appoint other corporate or divisional officers or agents with such authority
to perform such duties as may be prescribed from time to time by the board of
directors, by the president or, in the case of assistant officers (as, for
example, one or more assistant secretaries), by the superior officer of any
person so elected or appointed. Each of such persons (in the order designated
by the board) shall be vested with all of the powers and charged with all of
the duties of his or her superior officer in the event of such superior
officer's absence or disability.

          Section 5.03. Bonds and Other Requirements. The board of directors
may require any officer to give bond to the corporation (with sufficient
surety, and conditioned for the faithful performance of the duties of his or
her office) and to comply with such other conditions as may from time to time
be required of him or her by the board.

          Section 5.04. Removal; Delegation of Duties. The board of directors
may, whenever in its judgment the best interests of the corporation will be
served thereby, remove any officer or agent of the corporation or temporarily
delegate his or her powers and duties to any other officer or to any director.
Such removal or delegation shall be without prejudice to the contract rights,
if any, of the person so removed or whose powers and duties have been
delegated. Election or appointment of an officer or agent shall not of itself
create contract rights.

          Section 5.05. Salaries. The salaries of officers may be fixed from
time to time by the board of directors or (except as to the president's own)
left to the discretion of the president. No officer shall be prevented from
receiving a salary by reason of the fact that he or she is also a director of
the corporation.
                                  ARTICLE VI

                               Specific Officers

          Section 6.01. Chairman of the Board. The board of directors may
elect a chairman to serve as a general executive officer of the corporation,
and, if specifically designated as such by the board, as the chief executive
officer of the corporation. If elected, the chairman shall preside at all
meetings of the board of directors and be vested with such other

                                     -11-



powers and duties as the board may from time to time delegate to him or her.

          Section 6.02. President and Vice President. Unless otherwise
specified by resolution of the board of directors, the president shall be the
chief executive officer of the corporation. The president shall supervise the
business and affairs of the corporation and the performance by all of its
other officers of their respective duties, subject to the control of the board
of directors (and of its chairman, if the chairman has been specifically
designated as chief executive officer of the corporation). One or more vice
presidents shall be elected by the board of directors to perform such duties
as may be designated by the board or be assigned or delegated to them by the
chief executive officer. Any one of the vice presidents as authorized by the
board shall be vested with all of the powers and charged with all of the
duties of the president in the event of his or her absence or inability to
act. Except as may otherwise be specifically provided in a resolution of the
board of directors, the president or any vice president shall be a proper
officer to sign, on behalf of the corporation, any deed, bill of sale,
assignment, option, mortgage, pledge, note, bond, evidence of indebtedness,
application, consent (to service of process or otherwise), agreement,
indenture or other instrument of any significant importance to the
corporation. The president or any vice president may represent the corporation
at any meeting of the shareholders of any other corporation in which this
corporation then holds shares, and may vote this corporation's shares in such
other corporation in person or by proxy appointed by him or her, provided that
the board of directors may from time to time confer the foregoing authority
upon any other person or persons.

          Section 6.03. Secretary. The secretary shall keep the minutes of
meetings of the shareholders, board of directors, and any committee, and all
unanimous written consents of the shareholders, board of directors, and any
committee of the corporation, and shall see that all notices are duly given in
accordance with the provisions of these bylaws or as required by law, and in
case of his or her absence or refusal or neglect so to do, notices may be
served by any person thereunto directed by the president. The secretary shall
be custodian of the corporate seal and corporate records, and, in general,
perform all duties incident to the office. Except as may otherwise be
specifically provided in a resolution of the board of directors, the secretary
and each assistant secretary shall be a proper officer to take charge of the
corporation's stock transfer books and to compile the voting record pursuant
to Section 3.06 above, and to impress the corporation's seal on any instrument
signed by the president, any vice president, or any other duly authorized
person, and to attest to the same.

          Section 6.04. Treasurer. The treasurer shall keep full and accurate
accounts of receipts and disbursements in books

                                  -12-



belonging to the corporation, and shall cause all money and other valuable
effects to be deposited in the name and to the credit of the corporation in
such depositories, subject to withdrawal in such manner, as may be designated
by the board of directors. He or she shall render to the president, the
directors, and the shareholders at proper times an account of all his or her
transactions as treasurer and of the financial condition of the corporation.
The treasurer shall be responsible for preparing and filing such financial
reports, financial statements, and returns as may be required by law.

                                  ARTICLE VII

                          Resignations and Vacancies

          Section 7.01. Resignations. Any director, committee member, or
officer may resign from his or her office at any time by written notice
delivered or addressed to the corporation at its known place of business. Any
such resignation shall be effective upon its receipt by the corporation unless
some later time is fixed in such notice, and then from that time. The
acceptance of a resignation shall not be required to make it effective.

          Section 7.02. Vacancies. If the office of any director, committee
member, or officer becomes vacant by reason of his or her death, resignation,
disqualification, removal, or otherwise, the board of directors may choose a
successor to hold office for the unexpired term.

                                 ARTICLE VIII

                                     Seal

          The board of directors may provide for a seal of the corporation,
which shall have inscribed thereon the name of the corporation and the state
and year of its incorporation.

                                  ARTICLE IX

                       Certificates Representing Shares

          Section 9.01. Form. Each certificate representing shares of the
corporation shall be in such form as may from time to time be prescribed by
the board of directors, shall be consecutively numbered, and shall exhibit
such information as may be required by applicable law.

          Section 9.02. Signatures and Seal. All certificates issued for
shares of the corporation (whether new, re-issued, or transferred) shall bear
the signatures of the president or a vice president, and of the secretary or
an assistant secretary, and the impression of the corporation's corporate
seal, if any. The signatures of such officers of the corporation and the
impression

                                      -13-


of its corporate seal may be in facsimile form on any certificate
that is countersigned by a transfer agent and/or registered by a registrar
duly appointed by the corporation and other than the corporation itself or one
of its employees. If a supply of unissued certificates bearing the facsimile
signature of a person remains when that person ceases to hold the office of
the corporation indicated on such certificates, they may still be
countersigned, registered, issued, and delivered by the corporation's transfer
agent and/or registrar thereafter, the same as though such person had
continued to hold the office indicated on such certificate.

          Section 9.03. Ownership. The corporation shall be entitled to treat
the registered owner of any share as the absolute owner thereof and,
accordingly, shall not be bound to recognize any beneficial, equitable or
other claim to, or interest in, such share on the part of any other person,
whether or not it has notice thereof, except as may expressly be provided by
applicable law.

          Section 9.04. Transfers. Transfers of shares of the corporation may
be made on the stock transfer books of the corporation only at the direction
of the person named in the certificate (or by his or her duly authorized
attorney-in-fact) and upon the surrender of such certificate. The transfer of
the shares of the corporation shall be subject to such restrictions on
transfer, if any, as may be imposed by the articles of incorporation, by any
amendment thereof, or by any agreement of the shareholders. No transfer shall
affect the right of the corporation to pay any dividend due upon the shares or
to treat the holder of record as the holder-in-fact until the transfer has
been recorded in the books of the corporation.

          Section 9.05. Lost Certificates. In the event of the loss, theft, or
destruction of any certificates representing shares of the corporation or of
any predecessor corporation, the corporation may issue (or, in the case of any
such shares as to which a transfer agent and/or registrar have been appointed,
may direct such transfer agent and/or registrar to countersign, register, and
issue) a new certificate, and cause the same to be delivered to the owner of
the shares represented thereby, provided that the owner shall have submitted
such evidence showing, or an affidavit reciting, the circumstances of the
alleged loss, theft, or destruction, and his ownership of the certificate, as
the corporation considers satisfactory, together with any other facts that the
corporation considers pertinent, and further provided that a bond of
indemnity, with or without surety, shall have been provided in form and amount
satisfactory to the corporation (and to its transfer agent and/or registrar,
if applicable) , unless the shares represented by the certificate lost,
stolen, or destroyed have at the time of the issuance of the new certificate a
market value of $500 or less (as determined by the corporation on the basis of
such information as it may select) , in which case the requirement of a bond
may be waived.

                                      -14-



The corporation may act through its president, any vice
president, its secretary, or its treasurer for any purpose of this Section
9.05.

                                   ARTICLE X

                                   Dividends

          Subject to such restrictions or requirements as may be imposed by
applicable law or the corporation's articles or as may otherwise be binding
upon the corporation, the board of directors may from time to time declare and
the corporation may pay dividends on shares of the corporation outstanding on
the dates of record fixed by the board, to be paid in cash, in property, or in
shares of the corporation on or as of such payment or distribution dates as
the board may prescribe.

                                  ARTICLE XI

                                  Amendments

          These bylaws may be altered, amended, supplemented, repealed, or
temporarily or permanently suspended, in whole or in part, or new bylaws may
be adopted, at any duly constituted meeting of the board of directors (the
notice of which meeting either includes mention of the proposed action
relative to the bylaws or is waived pursuant to Section 4.06 above) or,
alternatively, by unanimous written consent to corporate action without a
meeting of the board of directors, pursuant to Section 4.18 above. If,
however, any such action arises as a matter of necessity at any such meeting
and is otherwise proper, no notice thereof shall be required. Any amendment
made to a bylaw shall be noted on the margin of the bylaw amended, referring
to the page of the record where the amendment appears.

                            Certificate of Adoption

          The undersigned secretary does hereby certify that the foregoing
bylaws were adopted by the board of directors of LRP, Ltd. pursuant to a
written consent of the board of directors dated as of August 1, 1995.


                                            /s/ Tamara F. Knappenberger
                                            ----------------------------------
                                            Tamara F. Knappenberger, Secretary


                                      -15-



                                                                      EX 3.72

                           ARTICLES OF INCORPORATION
                                       OF
                              SA AUTOMOTIVE, LTD.


         We, the undersigned incorporators, having associated ourselves
together for the purpose of forming a corporation under the laws of the State
of Arizona, hereby adopt the following Articles of Incorporation.

                                       I.

                     The name of the corporation shall be:

                              SA Automotive, Ltd.

                                      II.

         This corporation is organized for the purpose of transacting any or
all lawful business for which corporations may be incorporated under the laws
of the State of Arizona, as amended from time to time. The corporation
initially intends to conduct the business of purchasing, owning, leasing,
selling, repairing and servicing new and used motor vehicles and parts and
accessories used in connection therewith.

                                      III.

         The corporation shall have authority to issue 1,000,000 shares of
common stock, each share to have a par value of $1.00. Shares shall be paid for
at such time, and in such manner as the Board of Directors shall determine.

                                      IV.

         The initial Board of Directors shall consist of three (3) members who
shall serve as directors until the first annual meeting of the shareholders or
until their successors are elected and qualified, and whose names and addresses
are:

         Steven Knappenberger
         5325 North 45th Place
         Phoenix, Arizona 85018

         Alan P. Johnson
         3663 Rosecrans Street
         San Diego, California 92110



         Thomas N. Fannin
         77 East Missouri
         Phoenix, Arizona 85012

         The names and addresses of the incorporators are:

         Steven Knappenberger Revocable Trust
         c/o Steven Knappenberger
         5325 North 45th Place
         Phoenix, Arizona 85018

         Alan P. Johnson, as Trustee, udt
         (under Declaration of Trust)
         dated April 7, 1982, wherein
         Alan P. Johnson is Trustor,
         or any successor Trustee thereunder
         c/o Alan P. Johnson
         3663 Rosecrans Street
         San Diego, California 92110

         All powers, duties and responsibilities of the incorporators shall
cease at the time of delivery of these Articles of Incorporation to the Arizona
Corporation commission for filing.

                                      VI.

         FC Service Corporation, an Arizona corporation, Two North Central
Avenue, Suite 2200, Phoenix, Arizona 85004-2390, is hereby appointed the
initial statutory agent for the corporation for the State of Arizona.

                                      VII.

         The Corporation's known place of business shall be 6905 E. McDowell
Road, Scottsdale, Arizona 85257.

         IN WITNESS WHEREOF, the undersigned incorporators have hereunto
affixed their signatures this 3rd day of June, 1986.


                                            Steven Knappenberger
                                            Revocable Trust


                                            By /s/ Steven Knappenberger
                                               -------------------------------
                                               Steven Knappenberger, Trustee



                                            Alan P. Johnson, as Trustee, udt
                                            (under Declaration of Trust) dated
                                            April 7, 1982, wherein Alan P.
                                            Johnson is Trustor, or any
                                            successor Trustee thereunder.


                                            By /s/ Alan P. Johnson
                                               --------------------------------
                                               Alan P. Johnson, Trustee

                                       3



                          ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                              SA AUTOMOTIVE, LTD.

         Pursuant to the provisions of A.R.S. ss. 10-061, SA Automotive, Ltd.,
an Arizona corporation (the "Corporation") hereby adopts these Articles of
Amendment and certifies as follows:

         FIRST: The name of the Corporation is SA Automotive, Ltd.

         SECOND: The Articles of Incorporation are hereby amended by adding new
Articles VIII and IX to read as follows:

                                     "VIII

                        LIMITATION OF DIRECTOR LIABILITY

         No director of the corporation shall be personally liable to the
         corporation or its shareholders for monetary damages for breach of
         fiduciary duty as a director; provided, however, that this Article
         shall not eliminate or limit the liability of a director for (i) any
         breach of the director's duty of loyalty to the corporation or its
         shareholders; (ii) acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law; (iii)
         authorizing the unlawful payment of a dividend or other distribution
         on the corporation's capital stock or the unlawful purchase of its
         capital stock; (iv) a violation of Arizona Revised Statutes Section
         10-041 -- Director conflicts of interest; or (v) any transaction from
         which the director derived an improper personal benefit. This Article
         shall not eliminate or limit the liability of a director for any act
         or omission occurring before August 18, 1987.

                                       IX

                          INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

         Subject to the further provisions hereof, the corporation shall
         indemnify any and all of its existing and former director, officers,
         employees, and agents against all expenses incurred by them



         and each of them including but not limited to legal fees, judgments,
         penalties, and amounts paid in settlement or compromise, which may
         arise or be incurred, rendered, or levied in any legal action brought
         or threatened against any of them for or on account of any action or
         omission alleged to have been committed while acting within the scope
         of employment as director, officer, employee or agent of the
         corporation, whether or not any action is or has been filed against
         them and whether or not any settlement or compromise is approved by a
         court. Indemnification shall be made by the corporation whether the
         legal action brought or threatened is by or in the right of the
         corporation or any other person. Whenever any existing or former
         director, officer, employee or agent shall report to the President of
         the corporation or the chairman of the Board of Directors that he or
         she has incurred or may incur expenses, including but not limited to
         legal fees, judgments, penalties, and amounts paid in settlement or
         compromise in a legal action brought or threatened against him or her
         for or on account of any action or omission alleged to have been
         committed by him or her while acting within the scope of his or her
         employment as a director, officer, employee or agent of the
         corporation, the Board of Directors shall, at its next regular or
         special meeting held within a reasonable time thereafter, determine in
         good faith whether, in regard to the matter involved in the action or
         contemplated action, such person acted, failed to act, or refused to
         act wilfully or with gross negligence or with fraudulent or criminal
         intent. If the Board of Directors determines in good faith that such
         person did not act, fail to act, or refuse to act wilfully or with
         gross negligence or with fraudulent or criminal intent with regard to
         the matter involved in the action or contemplated action,
         indemnification shall be mandatory and shall be automatically extended
         as specified herein, provided, however, that the corporation shall
         have the right to refuse indemnification in any instance in which the
         person to whom indemnification would otherwise have been applicable
         shall have unreasonably refused to permit the corporation, at its own
         expense and through counsel of its own choosing, to defend him or her
         in the action."

                                       2


         THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the directors and shareholders of the Corporation as of August 24,
1994, in the manner prescribed by the Arizona Business Corporation Act.

         FOURTH: 1,271,010 shares of common stock without par value were
outstanding at the time of adoption of the Amendment and the total number of
shares entitled to vote thereon was 1,271,010.

         FIFTH: All of the outstanding 1,271,010 shares of common stock without
par value voted for the Amendment, there being no other classes or series of
shares.

         SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

         SEVENTH: The Amendment will not effect a change in the amount of the
Corporation's stated capital.

         DATED: August 24, 1994.


                                            SA AUTOMOTIVE, LTD., an Arizona 
                                            corporation


                                            By: /s/ George W. Brochick
                                                -------------------------------
                                                George W. Brochick, President


                                            By: /s/ Stephen M. Savage
                                                -------------------------------
                                                Stephen M. Savage, Assistant
                                                Secretary

                                       3



                                                                      EX-3.74
                           ARTICLES OF INCORPORATION


                                      OF

                              SL AUTOMOTIVE, LTD.

                  We, the undersigned incorporators, having associated
ourselves together for the purpose of forming a corporation under the laws of
the State of Arizona, hereby adopt the following Articles of Incorporation.

                                      I.

                     The name of the corporation shall be:

                              SL Automotive, Ltd.

                                      II.

                  This corporation is organized for the purpose of transacting
any or all lawful business for which corporations may be incorporated under
the laws of the State of Arizona, as amended from time to time. The
corporation initially intends to conduct the business of purchasing, owning,
leasing, selling, repairing and servicing new and used motor vehicles and
parts and accessories used in connection therewith.

                                     III.

                  The corporation shall have authority to issue 1,000,000
shares of common stock, each share to have a par value of $1.00. Shares shall
be paid for at such time, and in such manner, as the Board of Directors shall
determine.

                                      IV.

                  The initial Board of Directors shall consist of three (3)
members who shall serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified, and whose
names and addresses are:

                  Steven Knappenberger
                  5325 North 45th Place
                  Phoenix, Arizona  85018

                  Alan P. Johnson
                  3663 Rosecrane Street
                  San Diego, California  92110

                  Thomas N. Fannin
                  77 East Missouri
                  Phoenix, Arizona  85012




                  The names and addresses of the incorporators are:

                  Steven Knappenberger Revocable Trust
                  c/o Steven Knappenberger
                  5325 North 45th Place
                  Phoenix, Arizona  85018

                  Scottsdale Management Group, Ltd.
                  6905 East McDowell Road
                  Scottsdale, Arizona  85257

                  All powers, duties and responsibilities of the incorporators
shall cease at the time of delivery of these Articles of Incorporation to the
Arizona Corporation Commission for filing.

                                      VI.

                  No director of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this Article shall not
eliminate or limit the liability of a director for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders; (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) authorizing the unlawful payment of a dividend
or other distribution on the corporation's capital stock or the unlawful
purchase of its capital stock; (iv) a violation of Arizona Revised Statutes
Section 10-041 relating to director conflicts of interest; or (v) any
transaction from which the director derived an improper personal benefit.

                                     VII.

                  PC Service Corporation, an Arizona corporation, Two North
Central Avenue, Suite 2200, Phoenix, Arizona 85004-2390, is hereby appointed
the initial statutory agent for the corporation for the State of Arizona.

                                     VIII.

                  The corporation's known place of business shall be 6905 East
McDowell Road, Scottsdale, Arizona 85257.


         


                                    -2-




                  IN WITNESS WHEREOF, the undersigned incorporators have
hereunto affixed their signatures this 8th day of April, 1988.

                                         Steven Knappenberger Revocable Trust


                                         By /s/ Steven Knappenberger
                                            ----------------------------------
                                         Steven Knappenberger, Trustee

                                         Scottsdale Management Group, Ltd.


                                         By /s/ Steven Knappenberger
                                            ----------------------------------
                                            Steven Knappenberger, President


                                     -3-




                         ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                              SL AUTOMOTIVE, LTD.

                  Pursuant to the provisions of A.R.S. ss. 10-061, SL
Automotive, Ltd., an Arizona corporation (the "Corporation") hereby adopts
these Articles of Amendment and certifies an follows:

                  FIRST: The name of the Corporation is SL Automotive, Ltd.

                  SECOND: Article III of the Articles of Incorporation of the
Corporation is amended to read as follows:

                  "The corporation shall have authority to issue ten million
                  shares of common stock, each share to be without par value.
                  Shares shall be paid for at such time, and in such manner,
                  as the Board of Directors shall determine."

                  THIRD: The foregoing Amendment to the Articles of
Incorporation was adopted by the directors and shareholders of the Corporation
as of July 14, 1992, in the manner prescribed by the Arizona Business
Corporation Act.

                  FOURTH: 500,000 shares of common stock with a par value of
$1.00 per share were outstanding at the time of adoption of the Amendment and
the total number of shares entitled to vote thereon was 500,000.

                  FIFTH: All of the outstanding 500,000 shares of common stock
with a par value of $1.00 per share voted for the Amendment, there being no
other classes or series of shares.

                  SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

                  SEVENTH: The Amendment will not effect a change in the
amount of the Corporation's stated capital.

                  DATED:  July 14, 1992.

                                    SL AUTOMOTIVE, LTD., an Arizona corporation


                                    By /s/ Jay P. Beskind
                                       -------------------------------
                                       Jay P. Beskind, President


                                    By /s/ William T. Boutell, Jr.
                                       -------------------------------
                                       William T. Boutell, Jr.,
                                       Assistant Secretary






                         ARTICLES OF AMENDMENT TO THE


                           ARTICLES OF INCORPORATION

                                      OF

                              SL AUTOMOTIVE, LTD.

                  Pursuant to the provisions of A.R.S. ss. 10-061, SL
Automotive, Ltd., an Arizona corporation (the "Corporation") hereby adopts
these Articles of Amendment and certifies as follows:

         FIRST:   The name of the Corporation is SL Automotive, Ltd.

         SECOND: The Articles of Incorporation are hereby amended by adding a
new Article IX to read as follows:

                                      "IX

                         INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

         Subject to the further provisions hereof, the corporation shall
         indemnify any and all of its existing and former directors, officers,
         employees, and agents against all expenses incurred by them and each
         of them including but not limited to legal fees, judgments,
         penalties, and amounts paid in settlement or compromise, which may
         arise or be incurred, rendered, or levied in any legal action brought
         or threatened against any of them for or on account of any action or
         omission alleged to have been committed while acting within the scope
         of employment as director, officer, employee or agent of the
         corporation, whether or not any action is or has been filed against
         them and whether or not any settlement or compromise is approved by a
         court. Indemnification shall be made by the corporation whether the
         legal action brought or threatened is by or in the right of the
         corporation or any other person. Whenever any existing or former
         director, officer, employee or agent shall report to the President of
         the corporation or the chairman of the Board of Directors that he or
         she has incurred or may incur expenses, including but not limited to
         legal fees, judgments, penalties, and amounts paid in settlement or
         compromise in a legal action brought or threatened against him or her
         for or on account of any action or omission alleged to have been
         committed by him or her while acting within the scope of his or her
         employment as a director, officer, employee or agent of the
         corporation, the Board of Directors shall, at its next regular or
         special meeting held within a 



         reasonable time thereafter, determine in good faith whether, in
         regard to the matter involved in the action or contemplated action,
         such person acted, failed to act, or refused to act willfully or with
         gross negligence or with fraudulent or criminal intent. If the Board
         of Directors determines in good faith that such person did not act,
         fail to act, or refuse to act wilfully or with gross negligence or
         with fraudulent or criminal intent with regard to the matter involved
         in the action or contemplated action, indemnification shall be
         mandatory and shall be automatically extended as specified herein,
         provided, however, that the corporation shall have the right to
         refuse indemnification in any instance in which the person to whom
         indemnification would otherwise have been applicable shall have
         unreasonably refused to permit the corporation, at its own expense
         and through counsel of its own choosing, to defend him or her in the
         action."

         THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the directors and shareholders of the Corporation as of August 24,
1994, in the manner prescribed by the Arizona Business Corporation Act.

         FOURTH: 625,000 shares of common stock without par value were
outstanding at the time of adoption of the Amendment and the total number of
shares entitled to vote thereon was 625,000.

         FIFTH: All of the outstanding 625,000 shares of common stock without
par value voted for the Amendment, there being no other classes or series of
shares.

         SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

         SEVENTH: The Amendment will not effect a change in the amount of the
Corporation's stated capital.

         DATED:   August 24, 1994.


                                  SL AUTOMOTIVE, LTD., an Arizona
                                  corporation


                                  By /s/ Jay P. Beskind
                                     -----------------------------
                                     Jay P. Beskind, President


                                  By /s/ Stephen M. Savage
                                     -----------------------------
                                     Stephen M. Savage, Assistant
                                                Secretary






                                                                  EXHIBIT 3.76

                           ARTICLES OF INCORPORATION

                                      OF

                             SCOTTSDALE AUDI, LTD.

                  FIRST:  The name of the corporation is SCOTTSDALE AUDI, LTD.

                  SECOND: The purpose for which the corporation is organized
is the transaction of any or all lawful business for which corporations may be
incorporated under the laws of the State of Arizona, as they may be amended
from time to time. The character of business which the corporation initially
intends actually to conduct in the State of Arizona is to engage in automotive
retail sales and service.

                  THIRD: The aggregate number of shares that the corporation
shall have authority to issue is one million (1,000,000) common shares, all of
which shares shall be of a single class and shall have no par value.

                  FOURTH: The name and address of the initial statutory agent
of the corporation is General Investment Company, One Arizona Center, 19th
Floor, Phoenix, Arizona 85004. The address of the initial known place of
business of the corporation is 6725 E. McDowell Road, Scottsdale, Arizona
85257.
                  FIFTH: The number of directors constituting the initial
board of directors of the corporation is three (3). The names and addresses of
the persons who are to serve as directors until the first annual meeting of
shareholders, or until their successors are elected and are qualified are
Steven Knappenberger, 6725 E. McDowell Road, Scottsdale, Arizona 85257; 



George Brochick, 6725 E. McDowell Road, Scottsdale, Arizona 85257 and Jay
Beskind, 6725 E. McDowell Road, Scottsdale, Arizona 85257.

         SIXTH: The name and address of the incorporator is Steven
Knappenberger, 6725 E. McDowell Road, Scottsdale, Arizona 85257.

         SEVENTH: The liability of a director or former director to the
corporation and its shareholders shall be eliminated to the fullest extent
permitted by Section __________ of the Arizona Revised Statutes.

         If the Arizona Business Corporation Act is amended to
_____________________ further eliminating or limiting the liability of
directors, the liability of a director of the corporation shall be eliminated
or limited to the fullest extent permitted by the Arizona Business Corporation
Act, as amended.

         Any repeal or modification of this Article Seventh shall not
adversely ________ right or protection of a director of the corporation
existing hereunder with ________ in _____ _____ connection occurring prior to
or at the time of such repeal or modification.

         The provisions of this Article Seventh shall not be deemed to
__________ or __________ indemnification of a director by the corporation for
any liability of a director which has not been eliminated by the provisions of
this Article Seventh. 

          DATED: September 26, 1996. 

                     /s/ Steven Knappenberger
                     -----------------------------
                     Steven Knappenberger




                                                                 EX-3.77
                                     BYLAWS

                                       OF

                             SCOTTSDALE AUDI, LTD.



                I. REFERENCES TO CERTAIN TERMS AND CONSTRUCTION

         1.01. Certain References. Any reference herein made to law will be
deemed to refer to the law of the State of Arizona, including any applicable
provision of Chapters 1 through 17 of Title 10 of the Arizona Revised Statutes,
or any successor statute, as from time to time amended and in effect (sometimes
referred to herein as the "Arizona Business Corporation Act"). Any reference
herein made to the corporation's Articles will be deemed to refer to its
Articles of Incorporation and all amendments thereto as at any given time on
file with the Arizona Corporation Commission. Except as otherwise required by
law and subject to any procedures established by the corporation pursuant to
Arizona Revised Statutes Section 723, the term "shareholder" as used herein
shall mean one who is a holder of record of shares of the corporation.
References to specific sections of law herein made shall be deemed to refer to
such sections, or any comparable successor provisions, as from time to time
amended and in effect.

         1.02. Seniority. The law and the Articles (in that order of
precedence) will in all respects be considered senior and superior to these
Bylaws, with any inconsistency to be resolved in favor of the law and such
Articles (in that order of precedence), and with these Bylaws to be deemed
automatically amended from time to time to eliminate any such inconsistency
which may then exist.

         1.03. Computation of Time. The time during which an act is required to
be done, including the time for the giving of any required notice herein, shall
be computed by excluding the first day or hour, as the case may be, and
including the last day or hour.


                                  II. OFFICES

         2.01. Principal Office. The principal office of the corporation shall
be located at any place either within or outside the State of Arizona as
designated in the corporation's most current Annual Report filed with the
Arizona Corporation Commission or in any other document executed and delivered
to the Arizona Corporation Commission for filing. If a principal office is not
so designated, the principal office of the corporation shall mean the known
place of business of the corporation. The corporation may have such other
offices, either within or without



the State of Arizona, as the Board of Directors may designate or as the
business of the corporation may require from time to time.

         2.02. Known Place of Business. A known place of business of the
corporation shall be located within the State of Arizona and may be, but need
not be, the address of the statutory agent of the corporation. The corporation
may change its known place of business from time to time in accordance with the
relevant provisions of the Arizona Business Corporation Act.


                               III. SHAREHOLDERS

         3.01. Annual Shareholder Meetings. The annual meeting of the
shareholders shall be held each year on the third Friday in April, beginning
with the year 1997, at such time and place, either within or without the State
of Arizona, as shall be fixed by the Board of Directors or, in the absence of
action by the Board, as set forth in the notice given or waiver signed with
respect to such meeting pursuant to Section 3.03 below, for the purpose of
electing directors and for the transaction of such other business as may
properly come before the meeting. If any annual meeting is for any reason not
held on the date determined as aforesaid, a deferred annual meeting may
thereafter be called and held in lieu thereof, at which the same proceedings
may be conducted. If the day fixed for the annual meeting shall be a legal
holiday in the State of Arizona such meeting shall be held on the next
succeeding business day.

         3.02. Special Shareholder Meetings. Special meetings of the
shareholders may be held whenever and wherever, either within or without the
State of Arizona, called for by or at the direction of the Chairman of the
Board, the President, or the Board of Directors. A special meeting of
shareholders shall also be called by the President or the Secretary at the
written request of the holder or holders of not less than 50% of all
outstanding votes entitled to be cast on any matter to be voted on at the
meeting. Any such written request by shareholders shall state the purpose or
purposes of the proposed meeting, and business to be transacted at any such
meeting shall be confined to the purposes stated in the notice thereof and to
such additional matters as the chairman of the meeting may rule to be germane
to such purposes.

         3.03. Notice of Shareholders Meetings.

              (a) Required Notice. Notice stating the place, day and hour of
any annual or special shareholders meeting shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting by or at the
direction of the person or persons calling the meeting, to each shareholder
entitled to vote at such meeting and to any other shareholder entitled to
receive notice of the meeting by law or the Articles. Notices to shareholders
shall be given in accordance with, and

                                       2


shall be deemed to be effective at the time and in the manner described in,
Arizona Revised Statutes Section 10-141. If no designation is made of the place
at which an annual or special meeting will be held in the notice for such
meeting, the place of the meeting will be at the principal place of business of
the corporation.

              (b) Adjourned Meeting. If any shareholders meeting is adjourned
to a different date, time, or place, notice need not be given of the new date,
time, and place, if the new date, time, and place are announced at the meeting
before adjournment. But if a new record date for the adjourned meeting is fixed
or must be fixed in accordance with law or these Bylaws, then notice of the
adjourned meeting shall be given to those persons who are shareholders as of
the new record date and who are entitled to such notice pursuant to Section
3.03(a) above.

              (c) Waiver of Notice. Any shareholder may waive notice of a
meeting (or any notice of any other action required to be given by the Arizona
Business Corporation Act, the corporation's Articles, or these Bylaws), at any
time before, during, or after the meeting or other action, by a writing signed
by the shareholder entitled to the notice. Each such waiver shall be delivered
to the corporation for inclusion in the minutes or filing with the corporate
records. Under certain circumstances, a shareholder's attendance at a meeting
may constitute a waiver of notice, unless the shareholder takes certain actions
to preserve his/her objections as described in the Arizona Business Corporation
Act.

              (d) Contents of Notice. The notice of each special shareholders
meeting shall include a description of the purpose or purposes for which the
meeting is called. Except as required by law or the corporation's Articles, the
notice of an annual shareholders meeting need not include a description of the
purpose or purposes for which the meeting is called.

         3.04. Fixing of Record Date. For the purpose of determining
shareholders of any voting group entitled to notice of or to vote at any
meeting of shareholders, or shareholders entitled to receive any distribution
or dividend, or in order to make a determination of shareholders for any other
proper purpose, the Board of Directors may fix in advance a date as the record
date. Such record date shall not be more than seventy (70) days prior to the
date on which the particular action requiring such determination of
shareholders is to be taken. If no record date is so fixed by the Board of
Directors, the record date for the determination of shareholders shall be as
provided in the Arizona Business Corporation Act.

         When a determination of shareholders entitled to notice of or to vote
at any meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new

                                       3


record date, which it must do if the meeting is adjourned to a date more than
one hundred twenty (120) days after the date fixed for the original meeting.

         3.05. Shareholder List. The corporation shall make a complete record
of the shareholders entitled to notice of each meeting of shareholders thereof,
arranged in alphabetical order, listing the address and the number of shares
held by each. The list shall be arranged by voting group and within each voting
group by class or series of shares. The shareholder list shall be available for
inspection by any shareholder, beginning two (2) business days after notice of
the meeting is given for which the list was prepared and continuing through the
meeting. The list shall be available at the corporation's principal office or
at another place identified in the meeting notice in the city where the meeting
is to be held. Failure to comply with this section shall not affect the
validity of any action taken at the meeting.

         3.06. Shareholder Quorum and Voting Requirements.

              (a) If the Articles or the Arizona Business Corporation Act
provide for voting by a single voting group on a matter, action on that matter
is taken when voted upon by that voting group.

              (b) If the Articles or the Arizona Business Corporation Act
provide for voting by two (2) or more voting groups on a matter, action on that
matter is taken only when voted upon by each of those voting groups counted
separately.

              (c) Shares entitled to vote as a separate voting group may take
action on a matter at a meeting only if a quorum of those shares exists with
respect to that matter. Unless the Articles or the Arizona Business Corporation
Act provide otherwise, a majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action
on that matter.

              (d) Once a share is represented for any purpose at a meeting, it
is deemed present for quorum purposes for the remainder of the meeting and for
any adjournment of that meeting, unless a new record date is or must be set for
that adjourned meeting.

              (e) If a quorum exists, action on a matter (other than the
election of directors) by a voting group is approved if the votes cast within
the voting group favoring the action exceed the votes cast opposing the action,
unless the Articles or the Arizona Business Corporation Act require a greater
number of affirmative votes.

              (f) Voting will be by ballot on any question as to which a ballot
vote is demanded prior to the time the voting begins by any person entitled to
vote on such question;

                                       4


otherwise, a voice vote will suffice. No ballot or change of vote will be
accepted after the polls have been declared closed following the ending of the
announced time for voting.

         3.07. Proxies. At all meetings of shareholders, a shareholder may vote
in person or by proxy duly executed in writing by the shareholder or the
shareholder's duly authorized attorney-in-fact. Such proxy shall comply with
law and shall be filed with the Secretary of the corporation or other person
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after eleven (11) months from the date of its execution unless
otherwise provided in the proxy. The burden of proving the validity of any
undated, irrevocable, or otherwise contested proxy at a meeting of the
shareholders will rest with the person seeking to exercise the same. A
facsimile appearing to have been transmitted by a shareholder or by such
shareholder's duly authorized attorney-in-fact may be accepted as a
sufficiently written and executed proxy.

         3.08. Voting of Shares. Unless otherwise provided in the Articles or
the Arizona Business Corporation Act, each outstanding share entitled to vote
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of shareholders.

         3.09. Voting for Directors. Unless otherwise provided in the Articles,
directors are elected by a plurality of the votes cast by the shares entitled
to vote in the election at a meeting at which a quorum is present at the time
of such vote. As provided by law, shareholders shall be entitled to cumulative
voting in the election of directors.

         3.10. Election Inspectors. The Board of Directors, in advance of any
meeting of the shareholders, may appoint an election inspector or inspectors to
act at such meeting (and at any adjournment thereof). If an election inspector
or inspectors are not so appointed, the chairman of the meeting may, or upon
request of any person entitled to vote at the meeting will, make such
appointment. If any person appointed as an inspector fails to appear or to act,
a substitute may be appointed by the chairman of the meeting. If appointed, the
election inspector or inspectors (acting through a majority of them if there be
more than one) will determine the number of shares outstanding, the
authenticity, validity, and effect of proxies, the credentials of persons
purporting to be shareholders or persons named or referred to in proxies, and
the number of shares represented at the meeting in person and by proxy; will
receive and count votes, ballots, and consents and announce the results
thereof; will hear and determine all challenges and questions pertaining to
proxies and voting; and, in general, will perform such acts as may be proper to
conduct elections and voting with complete fairness to all shareholders. No
such election inspector need be a shareholder of the corporation.

                                       5


         3.11. Organization and Conduct of Meetings. Each meeting of the
shareholders will be called to order and thereafter chaired by the Chairman of
the Board of Directors if there is one, or, if not, or if the Chairman of the
Board is absent or so requests, then by the President, or if both the Chairman
of the Board and the President are unavailable, then by such other officer of
the corporation or such shareholder as may be appointed by the Board of
Directors. The corporation's Secretary or in his or her absence, an Assistant
Secretary will act as secretary of each meeting of the shareholders. If neither
the Secretary nor an Assistant Secretary is in attendance, the chairman of the
meeting may appoint any person (whether a shareholder or not) to act as
secretary for the meeting. After calling a meeting to order, the chairman
thereof may require the registration of all shareholders intending to vote in
person and the filing of all proxies with the election inspector or inspectors,
if one or more have been appointed (or, if not, with the secretary of the
meeting). After the announced time for such filing of proxies has ended, no
further proxies or changes, substitutions, or revocations of proxies will be
accepted. If directors are to be elected, a tabulation of the proxies so filed
will, if any person entitled to vote in such election so requests, be announced
at the meeting (or adjournment thereof) prior to the closing of the election
polls. Absent a showing of bad faith on his or her part, the chairman of a
meeting will, among other things, have absolute authority to fix the period of
time allowed for the registration of shareholders and the filing of proxies, to
determine the order of business to be conducted at such meeting, and to
establish reasonable rules for expediting the business of the meeting and
preserving the orderly conduct thereof including any informal, or question and
answer portions thereof).

         3.12. Shareholder Approval or Ratification. The Board of Directors may
submit any contract or act for approval or ratification of the shareholders at
a duly constituted meeting of the shareholders. Except as otherwise required by
law, if any contract or act so submitted is approved or ratified by a majority
of the votes cast thereon at such meeting, the same will be valid and as
binding upon the corporation and all of its shareholders as it would be if it
were the act of its shareholders.

         3.13. Informalities and Irregularities. All informalities or
irregularities in any call or notice of a meeting of the shareholders or in the
areas of credentials, proxies, quorums, voting, and similar matters, will be
deemed waived if no objection is made at the meeting.

         3.14. Shareholder Action by Written Consent. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if one (1) or more consents in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect

                                       6


to the subject matter thereof. The consents shall be delivered to the
corporation for inclusion in the minutes or filing with the corporate record.
Action taken by consent is effective when the last shareholder signs the
consent, unless the consent specifies a different effective date, except that
if, by law, the action to be taken requires that notice be given to
shareholders who are not entitled to vote on the matter, the effective date
shall not be prior to ten (10) days after the corporation shall give such
shareholders written notice of the proposed action, which notice shall contain
or be accompanied by the same material that would have been required if a
formal meeting had been called to consider the action. A consent signed under
this section has the effect of a meeting vote and may be described as such in
any document.


                             IV. BOARD OF DIRECTORS

         4.01. General Powers. All corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall
be managed under the direction of, the Board of Directors.

         4.02. Number, Tenure, and Qualification of Directors. Unless otherwise
provided in the Articles of Incorporation, the authorized number of directors
shall be not less than two nor more than seven. The number of directors in
office from time to time shall be within the limits specified above, as
prescribed from time to time by resolution adopted by either the shareholders
or the Board of Directors. The directors will regularly be elected at each
annual meeting of the shareholders, but directors may be elected at any other
meeting of the shareholders. Each director shall hold office until the annual
meeting of shareholders following his/her election, subject to his/her earlier
resignation or removal. However, if a director's term expires, he/she shall
continue to serve until his/her successor shall have been elected and
qualified, until his/her resignation or removal, or until there is a decrease
in the number of directors. Unless required by the Articles, directors do not
need to be residents of the State of Arizona or shareholders of the
corporation.

         4.03. Regular Meetings of the Board of Directors. A regular annual
meeting of the Board of Directors is to be held as soon as practicable after
the adjournment of each annual meeting of the shareholders, either at the place
of the shareholders meeting or at such other place as the directors elected at
the shareholders meeting may have been informed of at or prior to the time of
their election. Additional regular meetings may be held at regular intervals at
such places and at such times as the Board of Directors may determine.

         4.04. Special Meetings of the Board of Directors. Special meetings of
the Board of Directors may be held whenever

                                       7


and wherever called for by the Chairman of the Board, the President, or the
number of directors that would be required to constitute a quorum.

         4.05. Notice of, and Waiver of Notice for, Directors Meetings. No
notice need be given of regular meetings of the Board of Directors. Notice of
the time and place of any special directors meeting shall be given at least 48
hours prior thereto. Notice shall be given in accordance with and shall be
deemed to be effective at the time and in the manner described in Arizona
Revised Statutes Section 10-141. Any director may waive notice of any meeting
and any adjournment thereof at any time before, during, or after it is held.
Except as provided in the next sentence below, the waiver must be in writing,
signed by the director entitled to the notice, and filed with the minutes or
corporate records. The attendance of a director at or participation of a
director in a meeting shall constitute a waiver of notice of such meeting,
unless the director at the beginning of the meeting (or promptly upon his/her
arrival) objects to holding the meeting or transacting business at the meeting,
and does not thereafter vote for or assent to action taken at the meeting.

         4.06. Director Quorum. A majority of the number of directors
prescribed according to Section 4.02 above, or if no number is so prescribed,
the number in office immediately before the meeting begins, shall constitute a
quorum for the transaction of business at any meeting of the Board of
Directors, unless the Articles require a greater number.

         4.07. Directors, Manner of Acting.

              (a) If a quorum is present when a vote is taken, the affirmative
vote of a majority of the directors present shall be the act of the Board of
Directors unless the Articles require a greater percentage.

              (b) Unless the Articles provide otherwise, any or all directors
may participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting, in which
case, any required notice of the meeting may generally describe the
arrangements (rather than or in addition to the place) for the holding thereof.
A director participating in a meeting by this means is deemed to be present in
person at the meeting.

              (c) A director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate action is
taken is deemed to have assented to the action taken unless: (1) the director
objects at the beginning of the meeting (or promptly upon his/her arrival) to
holding it or transacting business at the meeting; or (2) his/her dissent or
abstention from the action taken is entered in the minutes of the

                                       8


meeting; or (3) he/she delivers written notice of his/her dissent or abstention
to the presiding officer of the meeting before its adjournment or to the
corporation before 5:00 p.m. on the next business day after the meeting. The
right of dissent or abstention is not available to a director who votes in
favor of the action taken.

         4.08. Director Action Without a Meeting. Unless the Articles provide
otherwise, any action required or permitted to be taken by the Board of
Directors at a meeting may be taken without a meeting if the action is taken by
unanimous written consent of the Board of Directors as evidenced by one (1) or
more written consents describing the action taken, signed by each director and
filed with the minutes or corporate records. Action taken by consent is
effective when the last director signs the consent, unless the consent
specifies a different effective date. A signed consent has the effect of a
meeting vote and may be described as such in any document.

         4.09. Removal of Directors by Shareholders. The shareholders may
remove one (1) or more directors at a meeting called for that purpose if notice
has been given that a purpose of the meeting is such removal. The removal may
be with or without cause unless the Articles provide that directors may only be
removed with cause. If a director is elected by a voting group of shareholders,
only the shareholders of that voting group may participate in a shareholder
vote to remove him. If less than the entire Board of Directors is to be
removed, a director may not be removed if the number of votes sufficient to
elect the director under cumulative voting is voted against the director's
removal.

         4.10. Board of Director Vacancies.

              (a) Unless the Articles provide otherwise, if a vacancy occurs on
the Board of Directors, including a vacancy resulting from an increase in the
number of directors, either the shareholders or the Board of Directors may fill
the vacancy.

              (b) If the vacant office was held by a director elected by a
voting group of shareholders, only the holders of shares of that voting group
are entitled to vote to fill the vacancy if it is filled by the shareholders.

              (c) A vacancy that will occur at a specific later date (by reason
of resignation effective at a later date) may be filled before the vacancy
occurs, but the new director may not take office until the vacancy occurs.

              (d) The term of a director elected to fill a vacancy expires at
the next shareholders meeting at which directors are elected.

                                       9


         4.11. Director Compensation. Unless otherwise provided in the Articles
by resolution of the Board of Directors, each director may be paid his/her
expenses, if any, of attendance at each meeting of the Board of Directors or
any committee thereof, and may be paid a stated salary as director or a fixed
sum for attendance at each meeting of the Board of Directors or any committee
thereof, or both. No such payment shall preclude any director from serving the
corporation in any capacity and receiving compensation therefor.

         4.12. Director Committees.

              (a) Creation of Committees. Unless the Articles provide
otherwise, the Board of Directors may create one (1) or more committees and
appoint members of the Board of Directors to serve on them. Each committee
shall have one (1) or more members, who serve at the pleasure of the Board of
Directors.

              (b) Selection of Members. The creation of a committee and
appointment of members to it shall be approved by the greater of (1) a majority
of all the directors in office when the action is taken or (2) the number of
directors required by the Articles to take such action.

              (c) Required Procedures. Sections 4.03 through 4.08 of this
Article IV, which govern meetings, action without meetings, notice and waiver
of notice, and quorum and voting requirements of the Board of Directors, apply
to committees and their members.

              (d) Authority. Unless limited by the Articles, each committee may
exercise those aspects of the authority of the Board of Directors which the
Board of Directors confers upon such committee in the resolution creating the
committee, provided, however, that a committee may not: (1) authorize
distributions; (2) approve or propose to shareholders action that requires
shareholder approval under the Arizona Business Corporation Act; (3) fill
vacancies on the Board of Directors or on any of its committees; (4) amend the
Articles of Incorporation without shareholder action as provided by law; (5)
adopt, amend or repeal these Bylaws; (6) approve a plan of merger not requiring
shareholder approval; (7) authorize or approve reacquisition of shares, except
according to a formula or method prescribed by the Board of Directors; (8)
authorize or approve the issuance or sale or contract for sale of shares or
determine the designation and relative rights, preferences, and limitations of
a class or series of shares, except within limits specifically prescribed by
the Board of Directors; or (9) fix the compensation of directors for serving on
the Board of Directors or any committee of the Board of Directors.

         4.13. Director Resignations. Any director or committee member may
resign from his or her office at any time by

                                      10


written notice delivered to the Board of Directors, the Chairman of the Board,
or the corporation at its known place of business. Any such resignation will be
effective upon its receipt unless some later time is therein fixed, and then
from that time. The acceptance of a resignation will not be required to make it
effective.


                                  V. OFFICERS

         5.01. Number of Officers. The officers of the corporation shall be a
President, a Secretary, and a Treasurer, each of whom shall be appointed by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary, including any Vice Presidents, may be appointed by the Board of
Directors. If specifically authorized by the Board of Directors, an officer may
appoint one (1) or more other officers or assistant officers. The same
individual may simultaneously hold more than one (1) office in the corporation.

         5.02. Appointment and Term of Office. The officers of the corporation
shall be appointed by the Board of Directors for a term as determined by the
Board of Directors. The designation of a specified term grants to the officer
no contract rights, and the Board of Directors can remove the officer at any
time prior to the termination of such term. If no term is specified, an officer
of the corporation shall hold office until he or she resigns, dies, or until he
or she is removed in the manner provided by law or in Section 5.03 of this
Article V. The regular election or appointment of officers will take place at
each annual meeting of the Board of Directors, but elections of officers may
be, held at any other meeting of the Board.

         5.03. Resignation and Removal of Officers. An officer may resign at
any time by delivering written notice to the corporation at its known place of
business. A resignation is effective when the notice is delivered unless the
notice specifies a later effective date or event. Any officer may be removed by
the Board of Directors at any time, with or without cause. Such removal shall
be without prejudice to the contract rights, if any, of the person so removed.
Appointment of an officer shall not of itself create contract rights.

         5.04. Duties of Officers. Officers of the corporation shall have
authority to perform such duties as may be prescribed from time to time by law,
in these Bylaws, or by the Board of Directors, the President, or the superior
officer of any such officer. Each officer of the corporation (in the order
designated herein or by the Board) will be vested with all of the powers and
charged with all of the duties of his or her superior officer in the event of
such superior officer's absence, death, or disability.

                                      11


         5.05. Bonds and Other Requirements. The Board of Directors may require
any officer to give bond to the corporation (with sufficient surety and
conditioned for the faithful performance of the duties of his or her office)
and to comply with such other conditions as may from time to time be required
of him or her by the Board of Directors.

         5.06. President. Unless otherwise specified by resolution of the Board
of Directors, the President shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
supervise and control all of the business and affairs of the corporation and
the performance by all of its other officers of their respective duties and in
general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.
The President shall, when present, and in the absence of a Chairman of the
Board, preside at all meetings of the shareholders and of the Board of
Directors. The President will be a proper officer to sign on behalf of the
corporation any deed, bill of sale, assignment, option, mortgage, pledge, note,
bond, evidence of indebtedness, application, consent (to service of process or
otherwise), agreement, indenture, contract, or other instrument, except in each
such case where the signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other officer or agent of
the corporation, or shall be required by law to be otherwise signed or
executed. The President may represent the corporation at any meeting of the
shareholders or members of any other corporation, association, partnership,
joint venture, or other entity in which the corporation then holds shares of
capital stock or has an interest, and may vote such shares of capital stock or
other interest in person or by proxy appointed by him or her, provided that the
Board of Directors may from time to time confer the foregoing authority upon
any other person or persons.

          5.07. The Vice President. If appointed, in the absence of the
President or in the event of his/her death or disability, the Vice-President
(or in the event there be more than one Vice-President, the Vice-Presidents in
the order designated at the time of their election, or in the absence of any
such designation, then in the order of their appointment) shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. If there is no
Vice-President or in the event of the death or disability of all
Vice-Presidents, then the Treasurer shall perform such duties of the President
in the event of his or her absence, death, or disability. Each Vice-President
will be a proper officer to sign on behalf of the corporation any deed, bill of
sale, assignment, option, mortgage, pledge, note, bond, evidence of
indebtedness, application, consent (to service of process or otherwise),
agreement, indenture, contract, or other instrument, except in each such case
where the signing and execution thereof shall be

                                      12


expressly delegated by the Board of Directors or by these Bylaws to some other
officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed. Any Vice-President may represent the corporation
at any meeting of the shareholders or members of any other corporation,
association, partnership, joint venture, or other entity in which the
corporation then holds shares of capital stock or has an interest, and may vote
such shares of capital stock or other interest in person or by proxy appointed
by him or her, provided that the Board of Directors may from time to time
confer the foregoing authority upon any other person or persons. A
Vice-President shall perform such other duties as from time to time may be
assigned to him/her by the President or by the Board of Directors.

         5.08. The Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of Directors and any committee
of the Board of Directors and all unanimous written consents of the
shareholders, Board of Directors, and any committee of the Board of Directors
in one (1) or more books provided for that purpose; (b) see that all notices
are duly given in accordance with the provisions of these Bylaws or as required
by law; (c) be custodian of the corporate records and of any seal of the
corporation; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the address of each shareholder which shall
be furnished to the Secretary by such shareholder; and (f) in general perform
all duties incident to the office of Secretary and such other duties as from
time to time may be assigned to him/her by the President or by the Board of
Directors. Except as may otherwise be specifically provided in a resolution of
the Board of Directors, the Secretary will be a proper officer to take charge
of the corporation's stock transfer books and to compile the voting record
pursuant to Section 3.05 above, and to impress the corporation's seal, if any,
on any instrument signed by the President, any Vice President, or any other
duly authorized person, and to attest to the same. In the absence of the
Secretary, a secretary pro tempore may be chosen by the directors or
shareholders as appropriate to perform the duties of the Secretary.

         5.09. The Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such bank, trust companies, or other depositories as shall be
selected by the Board of Directors or any proper officer; (c) keep full and
accurate accounts of receipts and disbursements in books and records of the
corporation; and (d) in general perform all Of the duties incident to the
office of Treasurer and such other duties as from time to time may be assigned
to him/her by the President or by the Board of Directors. The Treasurer will
render to the President, the

                                      13


directors, and the shareholders at proper times an account of all his or her
transactions as Treasurer and of the financial condition of the corporation.
The Treasurer shall be responsible for preparing and filing such financial
reports, financial statements, and returns as may be required by law.

         5.10. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and the Assistant Treasurers, when authorized by the Board of
Directors, may sign with the President or a Vice-President certificates for
shares of the corporation, the issuance of which shall have been authorized by
a resolution of the Board of Directors. The Assistant Secretaries and Assistant
Treasurers, in general, shall perform such duties as shall be assigned to them
by the Secretary or the Treasurer, respectively, or by the President or the
Board of Directors.

         5.11. Chairman of the Board. The Board of Directors may elect a
Chairman to serve as a general executive officer of the corporation, and, if
specifically designated as such by the Board of Directors, as the chief
executive officer of the corporation. If elected, the Chairman will preside at
all meetings of the Board of Directors and be vested with such other powers and
duties as the Board of Directors may from time to time delegate to him or her.

         5.12. Salaries. The salaries of the officers of the corporation may be
fixed from time to time by the Board of Directors or (except as to the
President's own) left to the discretion of the President. No officer will be
prevented from receiving a salary by reason of the fact that he or she is also
a director of the corporation.

         5.13. Additional Appointments. In addition to the officers
contemplated in this Article V, the Board of Directors may appoint other agents
of the corporation with such authority to perform such duties as may be
prescribed from time to time by the Board of Directors.


                 VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         6.01. Certificates for Shares.

              (a) Content. Certificates representing shares of the corporation
shall, at a minimum, state on their face the name of the issuing corporation
and that it is formed under the laws of the State of Arizona, the name of the
person to whom issued, and the number and class of shares and the designation
of the series, if any, the certificate represents. Such certificates shall be
signed (either manually or by facsimile to the extent allowable by law) by one
or more officers of the corporation, as determined by the Board of Directors,
or, if no such determination is made, by any of the Chairman of the Board (if
any), the President, any Vice-President, the Secretary,

                                      14


or the Treasurer of the corporation, and may be sealed with a corporate seal or
a facsimile thereof. Each certificate for shares shall be consecutively
numbered or otherwise identified and will exhibit such information as may be
required by law. If a supply of unissued certificates bearing the facsimile
signature of a person remains when that person ceases to hold the office of the
corporation indicated on such certificates or ceases to be the transfer agent
or registrar of the corporation, they may still be issued by the corporation
and countersigned, registered, issued, and delivered by the corporation's
transfer agent and/or registrar thereafter, as though such person had continued
to hold the office indicated on such certificate.

              (b) Legend as to Class or Series. If the corporation is
authorized to issue different classes of shares or different series within a
class, the designations, relative rights, preferences, and limitations
applicable to each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of the Board of
Directors to determine variations for future series) shall be summarized on the
front or back of each certificate. Alternatively, each certificate may state
conspicuously on its front or back that the corporation will furnish a
shareholder this information on request in writing and without charge.

              (c) Shareholder List. The name and address of the person to whom
shares are issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation.

              (d) Lost Certificates. In the event of the loss, theft, or
destruction of any certificate representing shares of the corporation or of any
predecessor corporation, the corporation may issue (or, in the case of any such
shares as to which a transfer agent and/or registrar have been appointed, may
direct such transfer agent and/or registrar to countersign, register, and
issue) a new certificate, and cause the same to be delivered to the registered
owner of the shares represented thereby; provided that such owner shall have
submitted such evidence showing the circumstances of the alleged loss, theft,
or destruction, and his, her, or its ownership of the certificate, as the
corporation considers satisfactory, together with any other facts that the
corporation considers pertinent; and further provided that, if so required by
the corporation, the owner shall provide a bond or other indemnity in form and
amount satisfactory to the corporation (and to its transfer agent and/or
registrar, if applicable).

         6.02. Registration of the Transfer of Shares. Registration of the
transfer of shares of the corporation shall be made only on the stock transfer
books of the corporation. In order to register a transfer, the record owner
shall surrender the shares to the corporation for cancellation, properly
endorsed by the appropriate person or persons with reasonable assurances

                                      15


that the endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by a nominee
is to be recognized by the corporation as the owner, the corporation will be
entitled to treat the registered owner of any share of the capital stock of the
corporation as the absolute owner thereof and, accordingly, will not be bound
to recognize any beneficial, equitable, or other claim to, or interest in, such
share on the part of any other person, whether or not it has notice thereof,
except as may expressly be provided by applicable law.

         6.03. Shares Without Certificates. The Board of Directors may
authorize the issuance of uncertificated shares by the corporation and may
prescribe procedures for the issuance and registration of transfer thereof and
with respect to such other matters as the Board of Directors shall deem
necessary or appropriate.


                               VII. DISTRIBUTIONS

         7.01. Distributions. Subject to such restrictions or requirements as
may be imposed by applicable law or the corporation's Articles or as may
otherwise be binding upon the corporation, the Board of Directors may from time
to time declare, and the corporation may pay or make, dividends or other
distributions to its shareholders.


                              VIII. CORPORATE SEAL

         8.01. Corporate Seal. The Board of Directors may provide for a
corporate seal of the corporation that will have inscribed thereon any
designation including the name of the corporation, Arizona as the state of
incorporation, the year of incorporation, and the words "Corporate Seal."


                                 IX. AMENDMENTS

         9.01. Amendments. The corporation's Board of Directors may amend or
repeal the corporation's Bylaws unless:

              (1)  the Articles or the Arizona Business Corporation Act reserve
                   this power exclusively to the shareholders in whole or part;
                   or

              (2)  the shareholders in adopting, amending, or repealing a
                   particular Bylaw provide expressly that the Board of
                   Directors may not amend or repeal that Bylaw.

         The corporation's shareholders may amend or repeal the corporation's
Bylaws even though the Bylaws may also be amended or repealed by its Board of
Directors.

                                      16


                                                                       EX 3.78



                           ARTICLES OF INCORPORATION
                                      OF

                           SCOTTSDALE EUROCARS, LTD.


                         ============================



                                       I

                                     NAME

           The name of the corporation is SCOTTSDALE EUROCARS, LTD.

                                      II

                                    PURPOSE

                  The purpose for which this corporation is organized is the
transaction of any or all lawful business for which corporations may be
incorporated under the laws of the State of Arizona, as they may be amended
from time to time, and specifically, but not in limitation thereof, the
purpose of purchasing, owning, leasing, selling, repairing and servicing of
new and used motor vehicles and parts and accessories used in connection
therewith.

                                      III

                               INITIAL BUSINESS

                  The corporation initially intends to conduct the business of
purchasing, owning, leasing, selling, repairing and servicing of new and used
motor vehicles and parts and accessories used in connection therewith.

                                      IV

                              AUTHORIZED CAPITAL

                  The corporation shall have authority to issue One Million
(1,000,000) shares of common stock, each share to have a par value of $1.00.




                                       V

                      STOCK RIGHTS AND OPTIONS - OFFICERS

                  The corporation may issue rights and options to purchase
shares of stock of the corporation to directors, officers, or employees of the
corporation or of any affiliate thereof, and no shareholder approval or
ratification of any such issuance of rights and options shall be required.

                                      VI

                                STATUTORY AGENT

                  The name and address of the initial statutory agent of the
corporation is Fennemore, Craig, von Ammon, Udall & Powers, A Professional
Corporation, 1700 First Interstate Bank Plaza, 100 West Washington Street,
Phoenix, Arizona 85003.

                                      VII

                              BOARD OF DIRECTORS

                  The initial Board of Directors shall consist of three (3)
directors. The persons who are to serve as directors until the first annual
meeting of the shareholders or until their successors are elected and
qualified are:

                  Steven Knappenberger
                  5325 North 45th Place
                  Phoenix, Arizona  85018

                  Alan P. Johnson
                  3663 Rosecrans Street
                  San Diego, California  92110

                  Thomas N. Fannin
                  77 East Missouri
                  Phoenix, Arizona  85012

                                     VIII

                              NUMBER OF DIRECTORS

                  The number of persons to service on the Board of Directors
shall be fixed by the By-Laws.

                                      IX

                      DISTRIBUTIONS FROM CAPITAL SURPLUS

                  The Board of Directors of the corporation may, from time to
time, distribute on a pro rata basis to its shareholders 


                                     -2-


out of the capital surplus of the corporation a portion of its assets, in cash
or property.

                                       X

                         INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

                  Subject to the further provisions hereof, the corporation
shall indemnify any and all of its existing and former directors, officers,
employees, and agents against all expenses incurred by them and each of them,
including but not limited to legal fees, judgments, penalties, and amounts
paid in settlement or compromise, which may arise or be incurred, rendered, or
levied in any legal action brought or threatened against any of them for or on
account of any action or omission alleged to have been committed while acting
within the scope of employment as director, officer, employee or agent of the
corporation, whether or not any action is or has been filed against them and
whether or not any settlement or compromise is approved by a court.
Indemnification shall be made by the corporation whether the legal action
brought or threatened is by or in the right of the corporation or any other
person. Whenever any existing or former director, officer, employee or agent
shall report to the President of the corporation or the chairman of the Board
of Directors that he or she has incurred or any incur expenses, including but
not limited to legal fees, judgments, penalties, and amounts paid in
settlement or compromise in a legal action brought or threatened against him
or her for or on account of any action or omission alleged to have been
committed by him or her while acting within the scope of his or her employment
as a director, officer, employee or agent of the corporation, the Board of
Directors shall, at its next regular or special meeting held within a
reasonable time thereafter, determine in good faith whether, in regard to the
matter involved in the action or contemplated action, such person acted,
failed to act, or refused to act wilfully or with gross negligence or with
fraudulent or criminal intent. If the Board of Directors determines in good
faith that such person did not act, fail to act, or refuse to act wilfully or
with gross negligence or with fraudulent or criminal intent with regard to the
matter involved in the action or contemplated action, indemnification shall be
mandatory and shall be automatically extended as specified herein, provided,
however, that the corporation shall have the right to refuse indemnification
in any instance in which the person to whom indemnification would otherwise
have been applicable shall have unreasonably refused to permit the
corporation, at its own expense and through counsel of its own choosing, to
defend him or her in the action.


                                     -3-


                                      XI

                             REPURCHASE OF SHARES

                  The Board of Directors of the corporation may, from time to
time, cause the corporation to repurchase its own shares to the extent of the
unreserved and unrestricted earned and capital surplus of the corporation.

                                      XII

                                 INCORPORATORS

                  The incorporators of the corporation are:

                  Steven Knappenberger
                  5325 North 45th Place
                  Phoenix, Arizona  85018

                  Tamara F. Knappenberger
                  5325 North 45th Place
                  Phoenix, Arizona  85018

All powers, duties and responsibilities of the incorporators shall cease at
the time of delivery of these Articles of Incorporation to the Arizona
Corporation Commission for filing.

                                     XIII

                            KNOWN PLACE OF BUSINESS

                  The known place of business of the corporation shall be 6925
East McDowell Road, Scottsdale, Arizona 85257.

                  DATED this 20th day of January 1984.



                                          /s/ Steven Knappenberger
                                          -------------------------------------
                                          Steven Knappenberger, Incorporator



                                          /s/ Tamara F. Knappenberger
                                          -------------------------------------
                                          Tamara F. Knappenberger, Incorporator




                                     -4-




                             ARTICLES OF AMENDMENT


                                    TO THE

                           ARTICLES OF INCORPORATION

                                      OF

                           SCOTTSDALE EUROCARS, LTD.

                  Pursuant to the provisions of A.R.S. ss. 10-061, Scottsdale
Eurocars, Ltd., an Arizona corporation, hereby adopts the attached Articles of
Amendment and certifies as follows:

                  FIRST: The name of the corporation, prior to the effective
date of the Amendment referred to herein, was Scottsdale Eurocars, Ltd.

                  SECOND: The document attached hereto as Exhibit A and by
this reference incorporated herein sets forth an Amendment to the Articles of
Incorporation which was adopted by the sole shareholder of the corporation on
March 30, 1984, in the manner prescribed by the Arizona Business Corporation
Act.

                  THIRD: 1,000 common shares without par value were
outstanding at the time of adoption of the Amendment and the number of shares
entitled to vote thereon was 1,000.

                  FOURTH: All of the 1,000 no par value common shares
outstanding voted for the Amendment, there being no other classes or series of
shares.

                  FIFTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

                  SIXTH: The Amendment will not effect a change in the amount
of the corporation's stated capital.

                  DATED:  March 30, 1984.

                           SCOTTSDALE EUROCARS, LTD.



                                          By    /s/ Steven Knappenberger
                                                -------------------------------
                                                Steven Knappenberger, President



                                           By    /s/ Alan P. Johnson
                                                 ------------------------------
                                                 Alan P. Johnson, Secretary







                                   EXHIBIT A




                  The title of the Articles of Incorporation is amended to
read as follows: "ARTICLES OF INCORPORATION OF SCOTTSDALE EURO-PORSCHE, LTD."

                  Article I of the Articles of Incorporation is amended to
read as follows:

                  "The name of the corporation shall be:

                                    Scottsdale Euro-Porsche, Ltd."







                             ARTICLES OF AMENDMENT


                                    TO THE

                           ARTICLES OF INCORPORATION

                       OF SCOTTSDALE EURO-PORSCHE, LTD.



                  Pursuant to the provisions of A.R.S. ss. 10-061, Scottsdale
Euro-Porsche, Ltd., an Arizona corporation, hereby adopts the attached
Articles of Amendment and certifies as follows:

                  FIRST: The name of the corporation, prior to the effective
date of the Amendment referred to herein, was Scottsdale Euro-Porsche, Ltd.

                  SECOND: The document attached hereto as Exhibit A and by
this reference incorporated herein sets forth an Amendment to the Articles of
Incorporation which was adopted by the sole shareholder of the corporation on
February 2, 1987, in the manner prescribed by the Arizona Business Corporation
Act.

                  THIRD: 1,000 common shares with a par value of $1.00 per
share were outstanding at the time of adoption of the Amendment and the number
of shares entitled to vote thereon was 1,000.

                  FOURTH: All of the 1,000 common shares outstanding with a
par value of $1.00 voted for the Amendment, there being no other classes or
series of shares.

                  FIFTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

                  SIXTH: The Amendment will not effect a change in the amount
of the corporation's stated capital.

                  DATED:  February 2, 1987.

                         SCOTTSDALE EURO-PORSCHE, LTD.


                          By /s/ Steven Knappenberger
                             ---------------------------------------
                             Steven Knappenberger, President



                          By  /s/ Alan P. Johnson
                              --------------------------------------
                              Alan P. Johnson, Secretary






                                   EXHIBIT A




                  The title of the Articles of Incorporation is amended to
read as follows: "ARTICLES OF INCORPORATION OF SCOTTSDALE MANAGEMENT GROUP,
LTD."

                  Article I of the Articles of Incorporation is amended to
read as follows:

                  "The name of the corporation shall be SCOTTSDALE MANAGEMENT
GROUP, LTD."







                         ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                       SCOTTSDALE MANAGEMENT GROUP, LTD.



                  Pursuant to the provisions of A.R.S. ss. 10-061, Scottsdale
Management Group, Ltd., an Arizona corporation (the "Corporation") hereby
adopts these Articles of Amendment and certifies as follows:

                  FIRST: The name of the Corporation is Scottsdale Management
Group, Ltd.

                  SECOND: Article III of the Articles of Incorporation of the
Corporation is amended to read as follows:

                  "The corporation shall have authority to issue ten million
                  shares of common stock, each share to be without par value.
                  Shares shall be paid for at such time, and in such manner,
                  as the Board of Directors shall determine."

                  THIRD: The foregoing Amendment to the Articles of
Incorporation was adopted by the directors and shareholders of the Corporation
as of July 14, 1992, in the manner prescribed by the Arizona Business
Corporation Act.

                  FOURTH: 101,251 shares of common stock with a par value of
$1.00 per share were outstanding at the time of adoption of the Amendment and
the total number of shares entitled to vote thereon was 101,251.

                  FIFTH: All of the outstanding 101,251 shares of common stock
with a par value of $1.00 per share voted for the Amendment, there being no
other classes or series of shares.

                  SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

                  SEVENTH: The Amendment will not effect a change in the
amount of the Corporation's stated capital.

                  DATED:  July 14, 1992.

                                            SCOTTSDALE MANAGEMENT GROUP, LTD.,
                                            an Arizona corporation


                                            By  /s/ Steven Knappenberger
                                                -------------------------------
                                                Steven Knappenberger, President


                                            By  /s/ William T. Boutell, Jr.
                                                -------------------------------
                                                William T. Boutell, Jr.,
                                                Assistant Secretary






                         ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                       SCOTTSDALE MANAGEMENT GROUP, LTD.


                  Pursuant to the provisions of A.R.S. ss. 10-061, Scottsdale
Management Group, Ltd., an Arizona corporation (the "Corporation") hereby
adopts these Articles of Amendment and certifies as follows:

                  FIRST: The name of the Corporation is Scottsdale Management
Group, Ltd.

                  SECOND: The Articles of Incorporation are hereby amended by
adding a new Article XIV to read as follows:

                                     "XIV

                       LIMITATION OF DIRECTOR LIABILITY

                           No director of the corporation shall be personally
                  liable to the corporation or its shareholders for monetary
                  damages for breach of fiduciary duty as a director;
                  provided, however, that this Article shall not eliminate or
                  limit the liability of a director for (i) any breach of the
                  director's duty of loyalty to the corporation or its
                  shareholders; (ii) acts or omissions not in good faith or
                  which involve intentional misconduct or a knowing violation
                  of law; (iii) authorizing the unlawful payment of a dividend
                  or other distribution on the corporation's capital stock or
                  the unlawful purchase of its capital stock; (iv) a violation
                  of Arizona Revised Statutes Section 10-041 - Directors
                  conflicts of interest; or (v) any transaction from which the
                  director derived an improper personal benefit. This Article
                  shall not eliminate or limit the liability of a director for
                  any act or omission occurring before August 18, 1987."

                  THIRD: The foregoing Amendment to the Articles of
Incorporation was adopted by the directors and shareholders of the Corporation
as of August 24, 1994, in the manner prescribed by the Arizona Business
Corporation Act.

                  FOURTH: 101,251 shares of common stock without par value
were outstanding at the time of adoption of the Amendment and the total number
of shares entitled to vote thereon was 101,251.




                  FIFTH: All of the outstanding 101,251 shares of common stock
without par value voted for the Amendment, there being no other classes or
series of shares.

                  SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

                  SEVENTH: The Amendment will not effect a change in the
amount of the Corporation's stated capital.

                  DATED:   August 24, 1994.

                            SCOTTSDALE MANAGEMENT GROUP, LTD.,
                            an Arizona corporation



                            By    /s/ Steven Knappenberger
                                  -------------------------------------
                                  Steven Knappenberger, President



                            By    /s/ Stephen M. Savage
                                  -------------------------------------
                                  Stephen M. Savage,
                                  Assistant Secretary




                                      2




                         ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                       SCOTTSDALE MANAGEMENT GROUP, LTD.




         Pursuant to the provisions of A.R.S. ss. 10-061, Scottsdale
Management Group, Ltd., an Arizona corporation (the "Corporation") hereby
adopts these Articles of Amendment and certifies as follows:

         FIRST: The name of the Corporation is Scottsdale Management Group,
Ltd.

         SECOND: The Articles of Incorporation are hereby amended by adding a
new Article XIV to read as follows:

                                     "XIV

                       LIMITATION OF DIRECTOR LIABILITY

                  No director of the corporation shall be personally liable to
         the corporation or its shareholders for monetary damages for breach
         of fiduciary duty as a director; provided, however, that this Article
         shall not eliminate or limit the liability of a director for (i) any
         breach of the director's duty of loyalty to the corporation or its
         shareholders; (ii) acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law; (iii)
         authorizing the unlawful payment of a dividend or other distribution
         on the corporation's capital stock or the unlawful purchase of its
         capital stock; (iv) a violation of Arizona Revised Statutes Section
         10-041 -- Director conflicts of interest; or (v) any transaction from
         which the director derived an improper personal benefit. This Article
         shall not eliminate or limit the liability of a director for any act
         or omission occurring before August 18, 1987."

         THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the directors and shareholders of the Corporation as of August 24,
1994, in the manner prescribed by the Arizona Business Corporation Act.

         FOURTH: 101,251 shares of common stock without par value were
outstanding at the time of adoption of the Amendment and the total number of
shares entitled to vote thereon was 101,251.

         FIFTH: All of the outstanding 101,251 shares of common stock without
par value voted for the Amendment, there being no other classes or series of
shares.

         SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.



         SEVENTH: The Amendment will not effect a change in the amount of the
Corporation's stated capital.

         DATED:   August 24, 1994.

                                            SCOTTSDALE MANAGEMENT GROUP, LTD.,
                                            an Arizona corporation



                                            By  /s/ Steven Knappenberger
                                                -------------------------------
                                                Steven Knappenberger, President



                                            By  /s/ Stephen M. Savage
                                                -------------------------------
                                                Stephen M. Savage,
                                                Assistant Secretary






                                      2


                                                                       EX 3.80



                           ARTICLES OF INCORPORATION
                                      OF
                                SK MOTORS, LTD.

                  FIRST:  The name of the corporation is SK MOTORS, LTD.

                  SECOND: The purpose for which the corporation is organized
is the transaction of any or all lawful business for which corporations may be
incorporated under the laws of the State of Arizona, as they may be amended
from time to time. The character of business which the corporation initially
intends actually to conduct in the State of Arizona is to engage in automotive
retail sales and service.

                  THIRD: The aggregate number of shares that the corporation
shall have authority to issue is one million (1,000,000) common shares, all of
which shares shall be of a single class and shall have no par value.

                  FOURTH: The name and address of the initial statutory agent
of the corporation is General Investment Company, One Arizona Center, 19th
Floor, Phoenix, Arizona 85004. The address of the initial known place of
business of the corporation is 6725 E. McDowell Road, Scottsdale, Arizona
85257.
                  FIFTH: The number of directors constituting the initial
board of directors of the corporation is three (3). The names and addresses of
the persons who are to serve as directors until the first annual meeting of
shareholders, or until their successors are elected and are qualified are
Steven Knappenberger, 6725 E. McDowell Road, Scottsdale, Arizona 85257; George
Brochick, 6725 E. McDowell Road, Scottsdale, Arizona 



85257 and Jay Beskind, 6725 E. McDowell Road, Scottsdale, Arizona 85257.

                  SIXTH: The name and address of the incorporator is Steven
Knappenberger, 6725 E. McDowell Road, Scottsdale, Arizona 85257.

                  SEVENTH: The liability of a director or former director to
the corporation and its shareholders shall be eliminated to the fullest extent
permitted by Section __________ of the Arizona Revised Statutes.

                  If the Arizona Business Corporation Act is amended to
____________________ further eliminating or limiting the liability of
directors, the liability of a director of the corporation shall be eliminated
or limited to the fullest extent permitted by the Arizona Business Corporation
Act, as amended.

                  Any repeal or modification of this Article Seventh shall not
adversely ________ right or protection of a director of the corporation
existing hereunder with ________ in _____ _____ connection occurring prior to
or at the time of such repeal or modification.

                  The provisions of this Article Seventh shall not be deemed
to __________ or __________ indemnification of a director by the corporation
for any liability of a director which has not been eliminated by the
provisions of this Article Seventh.

                  DATED:  September 26, 1996.

                           /s/ Steven Knappenberger
                           ------------------------------
                           Steven Knappenberger






                                                            EX-3.82

                           ARTICLES OF INCORPORATION
                                       OF
                          SCOTTSDALE PORSCHE+AUDI, LTD

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

                                       I

                                      NAME

         The name of the corporation is SCOTTSDALE PORSCHE+AUDI, LTD.

                                       II

                                    PURPOSE

         The purpose for which this corporation is organized is the transaction
of any or all lawful business for which corporations may be incorporated under
the laws of the State of Arizona, as they may be amended from time to time, and
specifically, but not in limitation thereof, the purpose of purchasing, owning,
leasing, selling, repairing and servicing of new and used motor vehicles and
parts and accessories used in connection therewith.

                                      III

                                INITIAL BUSINESS

         The corporation initially intends to conduct the business of
purchasing, owning, leasing, selling, repairing and servicing of new and used
motor vehicles and parts and accessories used in connection therewith.

                                       IV

                               AUTHORIZED CAPITAL

         The corporation shall have authority to issue One Million (1,000,000)
shares of common stock, each share to have a par value of $1.00.

                                       V

                      STOCK RIGHTS AND OPTIONS - OFFICERS

         The corporation may issue rights and options to purchase shares of
stock of the corporation to directors, officers, or employees of the
corporation or of any affiliate thereof, and no shareholder approval or
ratification of any such issuance of rights and options shall be required.



                                       VI

                                STATUTORY AGENT

         The name and address of the initial statutory agent of the corporation
is

                  William T. Boutell, Jr.
                  Powers, Ehrenreich, Boutell & Kurn
                  3550 North Central, Suite 1600
                  Phoenix, Arizona  85012

                                      VII

                               BOARD OF DIRECTORS

         The initial Board of Directors shall consist of three directors. The
persons who are to serve as directors until the first annual meeting of the
shareholders or until their successors are elected and qualified are:

                  Steven Knappenberger
                  136 West Victoria Square
                  Phoenix, Arizona  85013

                  Alan P. Johnson
                  120 Ocean View
                  Del Mar, California  92014

                  Thomas N. Fannin
                  77 East Missouri
                  Phoenix, Arizona  85012

                                      VIII

                              NUMBER OF DIRECTORS

         The number of persons to serve on the Board of Directors shall be
fixed by the By-Laws.

                                       IX

                       DISTRIBUTIONS FROM CAPITAL SURPLUS

         The Board of Directors of the corporation may, from time to time,
distribute on a pro rata basis to its shareholders out of the capital surplus
of the corporation a portion of its assets, in cash or property.

                                      -2-


                                       X

                          INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

         Subject to the further provisions hereof, the corporation shall
indemnify any and all of its existing and former directors, officers,
employees, and agents against all expenses incurred by them and each of them,
including but not limited to legal fees, judgments, penalties, and amounts paid
in settlement or compromise, which may arise or be incurred, rendered, or
levied in any legal action brought or threatened against any of them for or on
account of any action or omission alleged to have been committed while acting
within the scope of employment as director, officer, employee or agent of the
corporation, whether or not any action is or has been filed against them and
whether or not any settlement or compromise is approved by a court.
Indemnification shall be made by the corporation whether the legal action
brought or threatened is by or in the right of the corporation or any other
person. Whenever any existing or former director, officer, employee or agent
shall report to the President of the corporation or the chairman of the Board
of Directors that he or she has incurred or may incur expenses, including but
not limited to legal fees, judgments, penalties, and amounts paid in settlement
or compromise in a legal action brought or threatened against him or her for or
on account of any action or omission alleged to have been committed by him or
her while acting within the scope of his or her employment as a director,
officer, employee or agent of the corporation, the Board of Directors shall, at
its next regular or special meeting held within a reasonable time thereafter,
determine in good faith whether, in regard to the matter involved in the action
or contemplated action, such person acted, failed to act, or refused to act
willfully or with gross negligence or with fraudulent or criminal intent. If
the Board of Directors determines in good faith that such person did not act,
fail to act, or refuse to act willfully or with gross negligence or with
fraudulent or criminal intent with regard to the matter involved in the action
or contemplated action, indemnification shall be mandatory and shall be
automatically extended as specified herein, provided, however, that the
corporation shall have the right to refuse indemnification in any instance in
which the person to whom indemnification would otherwise have been applicable
shall have unreasonably refused to permit the corporation, at its own expense
and through counsel of its own choosing, to defend him or her in the action.

                                      -3-


                                       XI

                              REPURCHASE OF SHARES

         The Board of Directors of the corporation may, from time to time,
cause the corporation to repurchase its own shares to the extent of the
unreserved and unrestricted earned and capital surplus of the corporation.

                                      XII

                                 INCORPORATORS

                  The incorporators of the corporation are:

                  Steven Knappenberger
                  136 West Victoria Square
                  Phoenix, Arizona  85013

                  Tamara F. Knappenberger
                  136 West Victoria Square
                  Phoenix, Arizona  85013

All powers, duties and responsibilities of the incorporators shall cease at the
time of delivery of these Articles of Incorporation to the Arizona Corporation
Commission for filing.

                                      XIII

                            KNOWN PLACE OF BUSINESS

         The known place of business of the corporation shall be 136 West
Victoria Square, Phoenix, Arizona 85013.

                  DATED this ___ day of __________, 1980.



                                            /s/Steven Knappenberger
                                            ------------------------------
                                            Steven Knappenberger

                                            /s/Tamara F. Knappenberger
                                            ------------------------------
                                            Tamara F. Knappenberger


         I, William T. Boutell, Jr., having been designated to act as Statutory
Agent, hereby consent to act in that capacity until removal or resignation is
submitted in accordance with the Arizona Revised Statutes.

                                            /s/ William T. Boutell, Jr.
                                            ------------------------------
                                            William T. Boutell, Jr.
                                            Statutory Agent

                                      -4-


                             ARTICLES OF AMENDMENT

                                     TO THE

                           ARTICLES OF INCORPORATION

                        OF SCOTTSDALE PORSCHE+AUDI, LTD.


         Pursuant to the provisions of A.R.S. ss. 10-061, Scottsdale
Porsche+Audi, Ltd., an Arizona corporation, hereby adopts the attached Articles
of Amendment and certifies as follows:

         FIRST: The name of the corporation, prior to the effective date of the
Amendment referred to herein, was Scottsdale Porsche+Audi, Ltd.

         SECOND: The document attached hereto as Exhibit A and by this
reference incorporated herein sets forth an Amendment to the Articles of
Incorporation which was adopted by the sole shareholder of the corporation on
May 21, 1985, in the manner prescribed by the Arizona Business Corporation Act.

         THIRD: 324,999 common shares with a par value of $1.00 per share were
outstanding at the time of adoption of the Amendment and the number of shares
entitled to vote thereon was 324,999.

         FOURTH: All of the 324,999 common shares outstanding with a par value
of $1.00 voted for the Amendment, there being no other classes or series of
shares.

         FIFTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

         SIXTH: The Amendment will not effect a change in the amount of the
corporation's stated capital.

         DATED: May 21, 1985.

                                            SCOTTSDALE PORSCHE+AUDI, LTD.

                                            By /s/Jay P. Beskind
                                              ------------------------------
                                               Jay P. Beskind, President

                                            By /s/Steven Knappenberger
                                              ------------------------------
                                               Steven Knappenberger, Secretary



                                   EXHIBIT A



         The title of the Articles of Incorporation is amended to read as
follows: "ARTICLES OF INCORPORATION OF SPA AUTOMOTIVE, LTD."

         Article I of the Articles of Incorporation is amended to read as
follows:

         "The Name of the corporation shall be SPA AUTOMOTIVE LTD."



                          ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                              SPA AUTOMOTIVE, LTD.

         Pursuant to the provisions of A.R.S. ss. 10-061, SPA Automotive, Ltd.,
an Arizona corporation (the "Corporation") hereby adopts these Articles of
Amendment and certifies as follows:

         FIRST: The name of the Corporation is SPA Automotive, Ltd.

         SECOND: Article IV of the Articles of Incorporation of the Corporation
is amended to read as follows:

"AUTHORIZED CAPITAL

                   The corporation shall have authority to issue ten million
         shares of common stock, each share to be without par value. Shares
         shall be paid for at such time, and in such manner, as the Board of
         Directors shall determine."

         THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the directors and shareholders of the Corporation was of July 14,
1992, in the manner prescribed by the Arizona Business Corporation Act.

         FOURTH: 324,999 shares of common stock with a par value of $1.000 per
share were outstanding at the time of adoption of the Amendment and the total
number of shares entitled to vote thereon was 324,999.

         FIFTH: All of the outstanding 324,999 shares of common stock with a
par value of $1.00 per share voted for the Amendment, there being no other
classes or series of shares.

         SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.



         SEVENTH: The Amendment will not effect a change in the amount of the
Corporation's stated capital.

         DATED: July 14, 1992.

                                       SPA AUTOMOTIVE, LTD., an Arizona
                                       corporation


                                       By /s/ Jay P. Beskind
                                          --------------------------------
                                          Jay P. Beskind, President

                                       By /s/William T. Boutell, Jr.
                                          --------------------------------
                                          William T. Boutell, Jr.,
                                          Assistant Secretary


                                      -2-


                          ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                              SPA AUTOMOTIVE, LTD.

         Pursuant to the provisions of A.R.S. ss. 10-061, SPA Automotive, Ltd.,
an Arizona corporation (the "Corporation") hereby adopts these Articles of
Amendment and certifies as follows:

         FIRST: The name of the Corporation is SPA Automotive, Ltd.

         SECOND: The Articles of Incorporation are hereby amended by adding a
new Article XIV to read as follows:

                                      "XIV

                        LIMITATION OF DIRECTOR LIABILITY

                   No director of the corporation shall be personally liable to
         the corporation or its shareholders for monetary damages for breach of
         fiduciary duty as a director; provided, however, that this Article
         shall not eliminate or limit the liability of a director for (i) any
         breach of the director's duty of loyalty to the corporation or its
         shareholders; (ii) acts or omissions not in good faith or which
         involve intentional misconduct or a knowing violation of law; (iii)
         authorizing the unlawful payment of a dividend or other distribution
         on the corporation's capital stock or the unlawful purchase of its
         capital stock; (iv) a violation of Arizona Revised Statutes Section
         10-041 - Director conflicts of interest; or (v) any transaction from
         which the director derived an improper personal benefit. This Article
         shall not eliminate or limit the liability of a director for any act
         or omission occurring before August 18, 1987."

         THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the directors and shareholders of the Corporation as of August 24,
1994, in the manner prescribed by the Arizona Business Corporation Act.

         FOURTH: 511,125 shares of common stock without par value were
outstanding at the time of adoption of the Amendment and the total number of
shares entitled to vote thereon was 511,125.



         FIFTH: All of the outstanding 511,125 shares of common stock without
par value voted for the Amendment, there being no other classes or series of
shares.

         SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.

         SEVENTH: The Amendment will not effect a change in the amount of the
Corporation's stated capital.

         DATED: August 24, 1994.

                                            SPA AUTOMOTIVE, LTD., an Arizona
                                            corporation


                                            By /s/ Jay P. Beskind
                                               -----------------------------
                                               Jay P. Beskind, President


                                            By /s/ Stephen M. Savage
                                               -----------------------------
                                               Stephen M. Savage,
                                               Assistant secretary

                                      -2-

                                                                       EX 3.84



                           ARTICLES OF INCORPORATION
                                      OF
                                 SUN BMW, LTD.

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

                  We, the undersigned incorporators, having associated
ourselves together for the purpose of forming a corporation under the laws of
the State of Arizona, adopt the following Articles of Incorporation:

                                      I.
                                     NAME

                  The name of the corporation is SUN BMW, LTD.

                                      II.
                                    PURPOSE

                  This corporation is organized for the purpose of transacting
any or all lawful business for which corporations may be incorporated under
the laws of the State of Arizona, as amended from time to time.

                                     III.
                               INITIAL BUSINESS

                  The corporation initially intends actually to conduct in the
State of Arizona the business of purchasing, owning, leasing, selling,
repairing and servicing new and used motor vehicles and parts and accessories
used in connection therewith.

                                      IV.
                              AUTHORIZED CAPITAL

                  The corporation shall have authority to issue ten million
(10,000,000) common shares with no par value per share. Shares shall be paid
for at such time, and in such manner, as the Board of Directors shall
- -------------.

                                      V.
                          INITIAL BOARD OF DIRECTORS

                  The initial Board of Directors shall consist of four
members, who shall serve as the directors until the first annual meeting of
the shareholders or until their successors are elected and qualified, and
whose names and addresses are:

         Name                                        Address

         Steven Knappenberger                        6725 E. McDowell Road
                                                     Scottsdale, Arizona 85257

         Thomas N. Fannin                            6725 E. McDowell Road
                                                     Scottsdale, Arizona 85257


         Jay P. Beskind                              6905 E. McDowell Road
                                                     Scottsdale, Arizona 85257

         George W. Brochick                          6725 E. McDowell Road
                                                     Scottsdale, Arizona 85257

                                      VI.
                       LIMITATION OF DIRECTOR LIABILITY

                  No director of the corporation shall be personally liable to
the corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director; provided, however, that this Article shall not
eliminate or limit the liability of a director for (i) any breach of the
director's duty of loyalty to the corporation or its shareholders; (ii) acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (iii) authorizing the unlawful payment of a dividend
or other distribution on the corporation's capital stock or the unlawful
purchase of its capital stock; (iv) a violation of Arizona Revised Statutes
Section 10-041 -- Director conflicts of interest; or (v) any transaction from
which the director derived an improper personal benefit.

                                     VII.
                                 INCORPORATORS

                  The names and addresses of the incorporators are:

                                    Stephen M. Savage
                                    Steven B. Sterbach
                                    2 North Central Ave., #2200
                                    Phoenix, Arizona 85004-2390

                  All powers, duties and responsibilities of the incorporators
shall cease at the time of delivery of these Articles of Incorporation to the
Arizona Corporation Commission for filing.

                                     VIII.
                                STATUTORY AGENT

                  PC Service Corporation, an Arizona corporation, Two North
Central Avenue, Suite 2200, Phoenix, Arizona 85004-2390, is hereby appointed
the initial Statutory Agent for the corporation for the State of Arizona.

                                      IX.
                            Known Place of Business

                  The corporation's known place of business is 6725 E. McDowell
Road, Scottsdale, Arizona  85257.


                                     -2-


                  IN WITNESS WHEREOF, the undersigned incorporators have
hereunto affixed their signatures this 6th day of January, 1995.





                                                    /s/ Stephen M. Savage
                                                    ---------------------------
                                                    Stephen M. Savage



                                                    /s/ Steven E. Sterbach
                                                    ---------------------------
                                                    Steven E. Sterbach


                                     -3-

                                                                       EX 3.86



                         CERTIFICATE OF INCORPORATION

                                      OF

                             UAG ATLANTA IV, INC.

         FIRST:   The name of the corporation is UAG Atlanta IV, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of 



directors is expressly authorized to make, amend and repeal by-laws.

         SEVENTH: 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 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 provision shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware.
All rights herein conferred are granted subject to this reservation.


                                     -2-


         NINTH: The incorporator is David G. Thunhorst, whose mailing address
is 2700 International Tower, Peachtree Center, 229 Peachtree Street, N.E.,
Atlanta, Georgia 30303.

         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 12th day of August, 1996.

                                                    /s/David G. Thunhorst
                                                    ---------------------------
                                                    David G. Thunhorst


                                     -3-


                                                                       EX 3.88

                           ARTICLES OF INCORPORATION


                                      OF

                         EVANS-DAILEY VOLKSWAGEN, LTD.



                                      I.

                  The name of the corporation is:

                         EVANS-DAILEY VOLKSWAGEN, LTD.

                                      II.

                  The corporation shall have perpetual duration.

                                     III.

                  The corporation is organized for the following purposes:
operating a new and used automobile dealership, including but not limited to
service of both new and used automobiles, trucks and other vehicles; both
wholesale and retail sales of automotive parts and accessories of every kind;
together with the carrying on of all other activities relating to businesses
of a similar nature.

                                      IV.

                  The total number of shares of all classes of stock which the
corporation shall have authority to issue is 1,000,000 shares, of which
500,000 shares shall be Class A Common Stock, the par value of each share of
which shall be $1.00, and 500,000 shares shall be Class B Common Stock, the
par value of each share of which shall be $1.00.




                  The respective designations, rights, preferences,
privileges, voting powers and restrictions of each class of stock are as
follows:

                  The holder of one class of Common Stock of the corporation
shall not be the registered holder of any other class of stock in the
corporation; excepting, however, nothing herein shall prohibit a sole
stockholder from holding all of the issued and outstanding shares of both
classes of stock.

                  The holders of Class A Common Stock and the Directors
elected by Class A Common stockholders shall have the sole voice and
discretion in all dealings and negotiations with the manufacturer(s) and/or
distributor(s) and/or franchisor(s) of new automobiles and parts and
accessories therefor.

                  The holders of the Class A Common Stock by a majority vote
thereof shall have the right to elect one-half of the Board of Directors and
the holders of the Class B Common Stock by a majority vote thereof shall have
the right to elect the other one-half of the Board of Directors.

                  Each outstanding share of Class A Common Stock and each
outstanding share of Class B Common Stock shall be entitled to one vote.

                  Any vacancy occurring on the Board of Directors shall be
filled only by a majority vote of the holders of the class of stock which had
elected the original director.


                                     -2-


                                      V.

                  The corporation shall not commence business until it shall
have received not less than $1,000.00 in payment for the issuance of shares of
stock, of which one-half of said amount shall be in payment for the issuance
of Class A Common Stock and the other one-half of said amount shall be in
payment for the issuance of Class B Common Stock.

                                      VI.

                  The initial registered office of the corporation shall be
230 Candler Building, Atlanta, Georgia, 30303. The initial registered agent of
the corporation shall be ERNEST H. STANFORD, JR.

                                     VII.

                  The initial board of directors shall consist of two (2)
members who shall be:

                  Class A Director: CHARLES F. EVANS, 3595 Spring Vally Blvd.,
College Park, Georgia

                  Class B Director: ELMER E. DAILEY, Old Salem Road, Conyers,
Georgia

                                     VIII.

                  The name and address of the incorporator are:

          E.H. STANFORD, 230 Candler Building, Atlanta, Georgia 30303



                                     -3-


                                      IX.

                  Stock in the corporation can only be sold, transferred
and/or conveyed by a stockholder to a person not an existing stockholder or
stockholders only after said stockholder or stockholders desiring to sell his
or their stock shall first offer said stock to the corporation with a
thirty-day option, at a price no greater than the book value of said stock
reflected and shown by the books of the corporation, as determined by an audit
of the books; then if the corporation refuses to buy said stock or fails to
exercise its option within the allotted thirty days, the stockholder or
stockholders desiring to sell his or their stock shall then offer said stock
to the remaining stockholders of the class of stock offered for sale,
pro-rata, with a thirty-day option, at a price no greater than the book value
of said stock reflected and shown by the books of the corporation, as
determined by an audit of the books. In the event all of said remaining
stockholders of that class do not accept the offer and buy the tendered stock,
then said stock may be sold to an outsider or third person. Any and all stock
offered for sale may be purchased by any one of the remaining stockholders of
that class if the other stockholders of that class decline to purchase said
stock. In the event of the death of any stockholder, his devisee or heirs
shall offer to sell to the remaining stockholders of that same class,
pro-rata, stock belonging to the deceased stockholder on a basis of an audit
as outlined above. In the event all of said remaining stockholders of that
same class do not accept the offer of the tendered stock, 


                                     -4-


then said devisee or heirs may retain the same. In the further event that
there by only two stockholders of the corporation, one Class A stockholder and
one Class B stockholder, then the offer aforementioned shall be, and only
then, across class lines to the sole remaining stockholder.

                  IN WITNESS WHEREOF, the undersigned executes these Articles
of Incorporation.

                                 /s/ E.H. Stanford
                                 ----------------------
                                 E.H. STANFORD
                                 Incorporator



                                     -5-



                             ARTICLES OF AMENDMENT
                                    TO THE
                           ARTICLES OF INCORPORATION
                                      OF
                          CHARLES EVANS B.M.W., INC.



                                       I

                  The name of the Corporation is CHARLES EVANS B.M.W., INC.

                                      II

                  Effective as of the date hereof, Article I of the Articles
of Incorporation of the Corporation is amended to read as follows:

                  "The name of the Corporation is UAG ATLANTA IV MOTORS, INC.

                                      III

                  All other provisions of the Articles of Incorporation shall
remain in full force and effect.

                                      IV

                  These Articles of Amendment to the Corporation's Articles of
Incorporation were duly adopted and approved by the Corporation's Board of
Directors on October 28, 1996 in accordance with the provisions of Section
14-2-1002 of the Georgia Business Corporation Code, and no shareholder action
was required with respect thereto.

                  IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to be executed and attested by its duly authorized
officers as of the 28th day of October, 1996.


                                                     CHARLES EVANS BMW, INC.



                                               By:      /s/ Thomas C. Olney
                                                        -----------------------
                                                        Thomas C. Olney
                                                        President



STATE OF GEORGIA

COUNTY OF GWINNETT



                              ARTICLES OF MERGER

                                      OF

                          CHARLES EVANS B.M.W., INC.
                                      AND
                        CHARLES EVANS VOLKSWAGEN, INC.

                                     INTO

                        CHARLES EVANS VOLKSWAGEN, INC.



                                      I.

                  Charles Evans B.M.W., Inc., was incorporated in Rockdale
County, Georgia, on June 3, 1974, and was assigned Charter No. 7404428.
Charles Evans Volkswagen, Inc., was incorporated in Fulton County, Georgia, on
June 2, 1970, and was assigned Charter No. 0720283.

                                      II.

                  The Agreement and Plan of Merger attached hereto as Exhibit
A, and by reference made a part hereof, was duly approved by the Board of
Directors of Charles Evans B.M.W., Inc., and Charles Evans Volkswagen, Inc.
The surviving corporation shall be Charles Evans Volkswagen, Inc., and its
name shall be changed to Charles Evans B.M.W., Inc.





                                     III.

                  The vote of the holders of a majority of the shares of each
of said corporations was required to adopt the Plan of Merger. There are
10,000 shares of $1.00 Par Value Common Stock of Charles Evans B.M.W., Inc.,
issued and outstanding, the holder of all of which voted for the Plan of
Merger. There are 501 shares of $1.00 Par Value Class A Common Stock, and 500
shares of $1.00 Par Value Class B Common Stock, of Charles Evans Volkswagen,
Inc., issued and outstanding, the holder of all of which voted for the Plan of
Merger.

                                      IV.

                  The merger shall be effective upon delivery of these
Articles of Merger to the Secretary of State.

                                              CHARLES EVANS B.M.W., INC.

                                              By: __________________________
                                                  Its: _____________________

[CORPORATE SEAL]

Attest:
By: __________________
    Its: _____________

                                                 CHARLES EVANS VOLKSWAGEN, INC.

                                                 By: __________________________
                                                     Its: _____________________

[CORPORATE SEAL]

Attest:
By: __________________
    Its: _____________



                                     -2-

                                                                 EX-3.89

                                   BY-LAWS OF

                           CHARLES EVANS B.M.W., INC.

                               ARTICLE I. OFFICES

         The principal office of the corporation in the State of Georgia, shall
be located in the City of Conyers, County of Rockdale. The corporation may have
such other offices, either within or without the State of Georgia as the Board
of Directors may designate or as the business of the corporation may require
from time to time.

                            ARTICLE II. SHAREHOLDERS

         SECTION I. Annual Meeting. The annual meeting of the shareholders
shall be held on the first Monday in the month of April in each year, beginning
with the year 1975, at the hour of 10:00 o'clock A.M. for the purpose of
electing Directors and for the transaction of such other business as may come
before the meeting. If the day fixed for the annual meeting shall be a legal
holiday in the State of Georgia, such meeting shall be held on the next
succeeding business day. If the election of Directors shall not be held on the
day designated herein for any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as conveniently may
be.
         SECTION 2. Special Meetings. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by the Board of Directors, and shall be called by the
President at the



request of the holders of not less than twenty-five (25%) per cent of all the
outstanding shares of the corporation entitled to vote at the
meeting.

         SECTION 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of Georgia, unless otherwise
prescribed by statute, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. A waiver of notice signed
by all shareholders entitled to vote at a meeting may designate any place,
either within or without the State of Georgia, unless otherwise prescribed by
statute, as the place for the holding of such meeting. If no designation is
made, or if a special meeting be otherwise called, the place of meeting shall
be the principal office of the corporation in the State of Georgia.

         SECTION 4. Notice of Meeting. Written notice stating the place, day
and hour of the meeting and, in case of special meeting, the purpose or
purposes for which the meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten nor more than thirty days before the
date of the meeting, either personally or by mail, at the direction of the
President, or the Secretary, or the persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail,
addressed to the shareholder at his address as it appears on the stock transfer
books of the corporation, with the postage thereon prepaid.

                                     - 2 -


         SECTION 5. Closing of Transfer Books or Fixing of Record Date. For the
purpose of determining shareholders entitled to notice of or to vote at any
meeting of shareholders or any adjournment thereof, or shareholders entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period but not to exceed, in any case, thirty days. If the stock
transfer books shall be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of shareholders, such books,
shall be closed for at least ten days immediately preceding such meeting. In
lieu of closing the stock transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than thirty days, and, in case of a
meeting of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of

                                     - 3 -


shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.

         SECTION 6. Voting Lists. The officer or agent having charge of the
stock transfer books for shares of the corporation shall make a complete list
of the shareholders entitled to vote at each meeting of shareholders or any
adjournment thereof, arranged in alphabetical order, with the address of and
the number of shares held by each. Such list shall be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof.

         SECTION 7. Quorum. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted,
at the meeting as originally noticed. The shareholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.

         SECTION 8. Proxies. At all meetings of shareholders, a shareholder may
vote in person or by proxy executed in writing by shareholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the secretary of
the corporation before

                                     - 4 -


or at the time of the meeting. No proxy shall be valid after three months
from the date of its execution, unless otherwise provided in the proxy.

         SECTION 9. Voting of Shares. Subject to the provisions of Section 12
of this Article II, each outstanding share entitled to vote shall be entitled
to one vote upon each matter submitted to a vote at a meeting of shareholders.

         SECTION 10. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation may be voted by such officer, agent, or proxy
as the by-laws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine.

         Shares held by an administrator, executor, guardian or conservator may
be voted by him, either in person or by proxy, without a transfer of such
shares into his name. Shares standing in the name of a trustee may be voted by
him, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him without a transfer of such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court by which such receiver was
appointed.

         A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the

                                     - 5 -



name of the pledgee, and thereafter the pledgee shall be entitled to vote the
shares so transferred.

         Shares of its own stock belonging to the corporation shall not be
voted, directly or indirectly, at any meeting, and shall not be counted in
determining the total number of outstanding shares at any given time.

         SECTION 11. Informal Action by Shareholders. Unless otherwise provided
by law, any action required to be taken at a meeting of the shareholders, or
any other action which may be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the shareholders entitled to vote with respect
to the subject matter thereof.

         SECTION 12. Cumulative Voting. Unless otherwise provided by law, at
each election for Directors every shareholder entitled to vote at such election
shall have the right to vote, in person or by proxy, the number of shares owned
by him for as many persons as there are Directors to be elected and for whose
election he has a right to vote, or to cumulate his votes by giving one
candidate as many votes as the number of such Directors multiplied by the
number of his shares shall equal, or by distributing such votes on the same
principles among any number of candidates.

                        ARTICLE III. BOARD OF DIRECTORS

         SECTION 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.

                                     - 6 -


         SECTION 2. Number, Tenure and Qualifications. The number of directors
of the corporation shall be three. Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected and qualified.

         SECTION 3. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this by-law immediately
after, and at the same place as, the annual meeting of shareholders. The Board
of Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution.

         SECTION 4. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix the place for holding any special meeting of the
Board of Directors called by them.

         SECTION 5. Notice. Notice of any special meeting shall be given at
least ten (10) days previously thereto by written notice delivered personally
or mailed to each director at his business address, or by telegram. If mailed,
such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver
of notice of such meeting, except where a director attends a meeting for the
express purpose

                                     - 7 -


of objecting to the transaction of business because the meeting is not
lawfully called or convened.

         SECTION 6. Quorum. A majority of the number of directors fixed by
Section 2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time without further notice.

         SECTION 7. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.

         SECTION 8. Action Without a Meeting. Any action that may be taken by
the Board of Directors at a meeting may be taken without a meeting if a consent
in writing, setting forth the action so to be taken, shall be signed before
such action by all of the Directors.

         SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be elected for the unexpired
term of his predecessor in office. Any directorship to be filled by reason of
an increase in the number of directors may be filled by election by the Board
of Directors for a term of office continuing only until the next election of
Directors by the shareholders.

                                     - 8 -


         SECTION 10. Compensation. By resolution of the Board of Directors,
each Director may be paid his expenses, if any, of attendance at each meeting
of the Board of Directors, and may be paid a stated salary as director or a
fixed sum for attendance at each meeting of the Board of Directors or both. No
such payment shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.

         SECTION 11. Presumption of Assent. A director of the corporation who
is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
taken unless his dissent shall be entered in the minutes of the meeting or
unless he shall file his written dissent to such action with the person acting
as the Secretary of the meeting before the adjournment thereof or shall forward
such dissent by registered mail mail to the Secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a Director who voted in favor of such action.

                              ARTICLE IV. OFFICERS

         SECTION 1. Number. The officers of the corporation shall be a
President, a Vice-President, a Secretary and a Treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
as may be deemed necessary may be elected or appointed by the Board of
Directors.

         SECTION 2. Election and Term of Office. The officers of the
corporation to be elected by the Board of Directors shall be elected annually
by the Board of Directors at the first meeting

                                     - 9 -


of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall have
been removed in the manner hereinafter provided.

         SECTION 3. Removal. Any officer or agent may be removed by the Board
of Directors whenever in its judgment, the best interests of the corporation
will be served thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed. Election or appointment of
an officer or agent shall not of itself create contract rights.

         SECTION 4. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

         SECTION 5. President. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and of the Board of Directors. He may sign, with the Secretary
or any other proper officer of the corporation thereunto authorized by the
Board of Directors, certificates for shares of the corporation, any deeds,
mortgages, bonds, contracts, or other instruments which the Board of Directors
has authorized to be

                                    - 10 -


executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some
other officer or agent of the corporation, or shall be required by law to be
otherwise signed or executed; and in general shall perform all duties incident
to the office of President and such other duties as may be prescribed by the
Board of Directors from time to time.

         SECTION 6. Vice-President. In the absence of the President or in event
of his death, inability or refusal to act, the Vice-President shall perform the
duties of the President, and when so acting, shall have all the powers of and
be subject to all the restrictions upon the President. The Vice-President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.

         SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the
proceedings of the shareholders and of the Board of directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents the execution of
which on behalf of the corporation under its seal is duly authorized; (d) to
keep a register of the postoffice address of each shareholder; (e) sign with
the President, certificates for shares of the corporation, the issuance of
which shall have been authorized by resolution of the Board of Directors; (f)
have general charge of the stock

                                     -11-


transfer books of the corporation; and (g) in general perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.

         SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody
of and be responsible for all funds and securities of the corporation; (b)
receive and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositaries as shall be
selected in accordance with the provisions of Article V of these By-Laws; and
(c) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or by the Board of Directors. If required by the Board of Directors,
the Treasurer shall give a bond for the faithful discharge of his duties in
such sum and with such surety or sureties as the Board of Directors shall
determine.

         SECTION 9. Salaries. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

                ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and

                                    - 12 -


on behalf of the corporation, and such authority may be general or confined
to specific instances.

         SECTION 2. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
  
         SECTION 3. Checks, drafts, etc. All checks, drafts, or other orders
for the payment of money, notes or other evidences of indebtedness issued in
the name of the corporation, shall be signed by such officer or officers, agent
or agents of the corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.

         SECTION 4. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

             ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

         SECTION 1. Certificates for Shares. Certificates representing shares
of the corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by the Board of
Directors so to do, and sealed with the corporate seal. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and date of issue,

                                    - 13 -


shall be entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be canceled and
no new certificate shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the corporation as the Board of Directors may
prescribe.

         SECTION 2. Transfer of Shares. Transfer of shares of the corporation
shall be made only on the stock transfer books of the corporation by the holder
of record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate for such
shares. The person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all purposes.

                            ARTICLE VII. FISCAL YEAR

         The fiscal year of the corporation shall begin on the 1st day of
January and end on the thirty-first day of December in each year.
         
                            ARTICLE VIII. DIVIDENDS

         The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and upon
the terms and conditions provided by law and its articles of incorporation.


                                     - 14 -


                           ARTICLE IX. CORPORATE SEAL

         The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation
and the state of incorporation and the word, "Corporate Seal".

                          ARTICLE X. WAIVER OF NOTICE

         Unless otherwise provided by law, whenever any notice is required to
be given to any shareholder or director of the corporation under the provisions
of these By-Laws or under the provisions of the articles of incorporation or
under the provisions of the Business Corporation Act, a waiver thereof in
writing, signed by the person or persons entitled to such notice, whether
before or after the time stated therein, shall be deemed equivalent to the
giving of such notice.

                             ARTICLE XI. AMENDMENTS

         These By-Laws may be altered, amended or repealed and new By-Laws may
be adopted by the Board of Directors at any regular or special meeting of the
Board of Directors.



                                     - 15 -


                                                                       EX 3.90


                         CERTIFICATE OF INCORPORATION

                                      OF

                              UAG ATLANTA V, INC.

         FIRST:   The name of the corporation is UAG Atlanta V, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, county of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of 



directors is expressly authorized to make, amend and repeal by-laws.

         SEVENTH: 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 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 provision shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware.
All rights herein conferred are granted subject to this reservation.


                                     -2-


         NINTH: The incorporator is David G. Thunhorst, whose mailing address
is 2700 International Tower, Peachtree Center, 229 Peachtree Street, N.E.,
Atlanta, Georgia 30303.

         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 12th day of September, 1996.

                                                  /s/David G. Thunhorst
                                                  --------------------------
                                                  David G. Thunhorst


                                     -3-

                                                                       EX 3.92


                           ARTICLES OF INCORPORATION


STATE OF GEORGIA

COUNTY OF ROCKDALE

         The petition of CHARLES F. EVANS, hereinafter called Petitioner
respectfully shows:

                                      1.

         Petitioner desires for himself, his associates, and successors to be
incorporated under the name of:

                          CHARLES EVANS DATSUN, INC.

                                      2.

         The object of said corporation is pecuniary gain and profit.

                                      3.

         The general nature of the business or businesses to be transacted
shall be to operate in general business as a motor vehicle dealer and to
engage in the business of purchasing, acquiring, owning, leasing, selling,
transferring, encumbering, generally dealing in, repairing, renovating, and
servicing of all types of new and used automobiles, trucks, and other motor
vehicles and any parts and accessories used in connection therewith, and the
purchasing, acquiring, owning, selling, and generally dealing in all types of
supplies for all types of motor 



vehicles, and to do all necessary and incidental acts in the conduct of the 
aforesaid business.

                                      4.

         The maximum number of shares of stock shall be 500,000 shares of
stock of the par value of One Dollar ($1.00) per share, all of which shall be
common stock. However, said Corporation shall not begin business until the
consideration of Five Hundred Dollars ($500.00) has been received for the
issuance of shares.

                                      5.

         The period of duration of this Corporation shall be perpetual unless
sooner terminated by law.

                                      6.

         The principal office of the Corporation shall be in Rockdale County
at 1450 Iris Drive, Conyers, Georgia 30207, and its initial registered agent
shall be Charles F. Evans.

                                      7.

         The initial Board of Directors of said Corporation shall be three in
number, and said Board shall consist of the following named individuals, to
wit:

         Charles F. Evans
         Zingars Road
         Conyers, Georgia  30207

         Michael A. Pickett
         2586 Queens Circle
         Conyers, Georgia  30207


                                     -2-


         Sarah H. Pilgrim
         4560 E. Ponce de Leon
         Clarkston, Georgia  30021

                                      8.

         The names and addresses of the Incorporators are as follows:

         Charles F. Evans
         Zingara Road
         Conyers, Georgia  30207

         Michael A. Pickett
         2586 Queens Circle
         Conyers, Georgia  30207

         Sarah H. Pilgrim
         4560 E. Ponce de Leon
         Clarkston, Georgia  30021

                                      9.

         Petitioner herewith exhibits a certificate of Secretary of the State
of Georgia as required by ss.22-803, Georgia Code Annotated.

         WHEREFORE, PETITIONER PRAYS to be incorporated under the name and
style aforesaid with all the rights, powers, and privileges as may be
necessary, proper or incident to the conduct of the business aforesaid, and as
may be inherent or allowed to like incorporators under the laws of the State
of Georgia as they now exist or may hereafter exist.

                                                  VAUGHN, BARKSDALE & NATION
                                                  Attorneys for Petitioner



                                                  By:      /s/ Robert W. Maddox
                                                           --------------------


                                     -3-






                             ARTICLES OF AMENDMENT
                                    TO THE
                           ARTICLES OF INCORPORATION
                         OF CHARLES EVANS NISSAN, INC.



                                       I

         The name of the Corporation is CHARLES EVANS NISSAN, INC.

                                      II

         Effective as of the date hereof, Article I of the Articles of
Incorporation of the Corporation is amended to read as follows:

         "The name of the Corporation is CONYERS NISSAN, INC."

                                      III

         All other provisions of the Articles of Incorporation shall remain in
full force and effect.

                                      IV

         These Articles of Amendment to the Corporation's Articles of
Incorporation were duly appointed by the Corporation's Board of Directors on
October 28, 1996 in accordance with the provisions of Section 14-2-1002 of the
Georgia Business Corporation Code, and no shareholder action was required with
respect thereto.



         IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed and attested by its duly authorized officers as of
the 28th day of October, 1996.



                                                  CHARLES EVANS NISSAN, INC.



                                                  By:      /s/ Thomas C. Olney
                                                           --------------------
                                                           Thomas C. Olney
                                                           President








STATE OF GEORGIA


COUNTY OF ROCKDALE



                             ARTICLES OF AMENDMENT



         The Board of Directors of CHARLES EVANS DATSUN, INC., a profit
corporation existing under the laws of the State of Georgia, did on the 12th
day of August, 1985, adopt a resolution to amend the Articles of Incorporation
of said corporation to reflect the following:

                                      1.

         The name of the corporation CHARLES EVANS DATSUN, INC. shall be
changed to CHARLES EVANS NISSAN, INC. Attached hereto is the Certificate of
the Secretary of State of Georgia as required by ss. 14-2-194(a) O.C.G.A.

                                      2.

         This Amendment was approved and adopted unanimously by all
shareholders and directors of the corporation on the 12th day of August, 1985.
At the time of said adoption, the number of shares outstanding and entitled to
vote thereupon was 500 shares of common stock.

                                      3.

         Except as amended hereby, the original Articles of Incorporation of
said corporation shall remain in full force and 



effect and shall not be construed as having been altered in any other manner 
whatsoever.

         This the 12th day of August, 1985.

                                              CHARLES EVANS DATSUN, INC.



                                              By:      /s/ Michael Pickett
                                                       Michael Pickett, Pres.

                                                                      (SEAL)



ATTESTED TO:



/s/ Sarah Pilgrim
- -----------------------------
Sarah Pilgrim, Secretary



                                     -2-

                                                                       EX 3.94



                         CERTIFICATE OF INCORPORATION

                                      OF

                              UAG TENNESSEE, INC.

         FIRST:   The name of the corporation is UAG Tennessee, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.




         SEVENTH: 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 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 provision shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, whose mailing address
is 2700 International Tower, Peachtree Center, 229 Peachtree Street, N.E.,
Atlanta, Georgia 30303.



                                     -2-


         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 12th day of August, 1996.


                                                      /s/David G. Thunhorst
                                                      -------------------------
                                                      David G. Thunhorst


                                     -3-

                                                                       EX 3.96


                         AMENDED AND RESTATED CHARTER


                                      OF

                          STANDEFER MOTOR SALES, INC.

       UNDER SECTION 48-20-107 OF THE TENNESSEE BUSINESS CORPORATION ACT

                  Pursuant to the provisions of Section 48-20-107 of the
Tennessee Business Corporation Act, the undersigned corporation adopts the
following amended and restated charter:

         Part I:

         1. The name of the corporation is Standefer Motor Sales, Inc.

         2. The address of the principal office of the corporation in the
State of Tennessee shall be 2121 Chapman Road, Chattanooga, Tennessee 37421,
County of Hamilton.

         3. The duration of the corporation is perpetual.

         4. The maximum number of shares that the corporation is authorized to
issue is one hundred thousand (100,000) shares, all without par value,
consisting of no more than ten thousand (10,000) shares of Class A voting
common stock without par value, and no more than ninety thousand (90,000)
shares of Class B nonvoting common stock without par value. The preferences,
limitations and relative rights in respect of the shares of each class are as
follows:

                  Each holder of Class A voting common stock is entitled at
                  each meeting of shareholders, and on each proposal presented
                  at the meeting, to one vote for each share of such stock
                  standing in his name on the books of the corporation on the
                  record date for the meeting. The holders of Class B
                  nonvoting common stock are not entitled to vote, or entitled
                  to participate in any meeting of shareholders, or entitled
                  to receive notice 



                  of any such meeting. They are not considered shareholders for
                  the purpose of any election, meeting, consent instrument or
                  waiver of notice under any provision of law now in force or
                  later enacted. Except for the difference in voting rights, 
                  all classes of common stock have the same relative rights and
                  shall be entitled to receive the net assets of the 
                  corporation upon dissolution.

         5. The corporation is for profit.

         6. The address of the registered office of the corporation in the
State of Tennessee shall be 2121 Chapman Road in the City of Chattanooga,
37421, Hamilton County. Its registered agent at such address shall be Charles
A. Standefer.

         7. No director of the corporation shall be liable to the corporation
or to its shareholders for monetary damages for breach of fiduciary duty as a
director, provided that the provisions of this Paragraph 7 shall not eliminate
or limit the liability of a director in violation of Subsection
48-12-102(b)(3) of the Tennessee Code Annotated, as existing on January 1,
1988 and as amended from time to time thereafter. It is intended that this
Paragraph 7 eliminate or limit the monetary liability of each director of the
corporation to the fullest extent permitted by Tennessee law, as existing on
January 1, 1988 and as amended from time to time thereafter. No amendment to
or repeal of this provision shall apply to or have any effect on liability or
alleged liability of any director of the corporation for or with respect to
any acts or omissions of such director occurring prior to such amendment or
repeal.

         8.       (a) Any director, officer, employee or agent of the 
corporation, shall be entitled to indemnification against 


                                     -2-


liability and to advancement of expenses in accordance with Sections 48-18-501
through 48-18-509 of the Tennessee Code Annotated, as existing on January 1,
1988 and as amended from time to time thereafter.

                  (b) In addition, any director shall be entitled to
indemnification against liability and to advancement of expenses incurred by
him in connection with any proceeding to which he is a party because he is or
was a director of the corporation or arising out of his status as a director;
provided, however, that no indemnification may be made to or on behalf of any
director pursuant to this Subparagraph 8(b) in violation of Section 48-18-509
of the Tennessee Code Annotated, as existing on January 1, 1988 and as amended
from time to time thereafter.

                  (c) In addition, any officer, including any officer who is
also a director, shall be entitled to indemnification against liability and to
advancement of expenses incurred by him in connection with any proceeding to
which he is a party because he is or was an officer of the corporation or
arising out of his status as an officer; provided, however, that no
indemnification may be made to or on behalf of any officer pursuant to this
Subparagraph 8(c) in violation of Section 48-18-509 of the Tennessee Code
Annotated, as existing on January 1, 1988 and as amended from time to time
thereafter.

                  (d) Nothing contained in this Charter shall affect any
rights to indemnification against liability or advancement of expenses to
which any director, officer, employee or agent of the corporation may be
entitled by contract or otherwise under law.

                                     -3-


                  (e) The terms used in this Paragraph 8 shall have the
meanings given them in or pursuant to Sections 48-18-501 through 48-18-509 of
the Tennessee Code Annotated, as existing on January 1, 1988 and as amended
from time to time thereafter. Neither Subparagraph (a), (b), (c), or (d), of
this Paragraph 8 shall be considered as a limitation on any other subparagraph
of this Paragraph 8.

                  (f) No amendment to or repeal of any subparagraph in this
Paragraph 8 shall apply to or have any effect on any indemnification of
liability or advancement of expenses arising out of any act or omission of any
director, officer, employee or agent occurring prior to such amendment or
repeal.

                  Part II:

1. The date the original charter was filed by the Secretary of State was
January 14, 1958. A charter amendment was filed by the Secretary of State on
July 17, 1967, changing the name of the corporation to its present name. 

2. This amended and restated charter restates the text of the charter, as
previously amended, further amends or changes the charter as specified below,
and was duly authorized by unanimous consent of the shareholders and directors
on October 8, 1992:

         A.       Paragraph 2 of the charter is deleted and Paragraph 2 of the
                  amended and restated charter is substituted in lieu thereof
                  to include the current street address of the corporation's
                  principal office.


         B.       Paragraphs 3, 4, 5, 6 and 7 of the charter are deleted and
                  Paragraphs 3, 4, 5, 6 and 7 of the amended and restated
                  charter are substituted in lieu thereof.


                                     -4-


         C.       Paragraph 8 of the amended and restated charter is added.

                  Part III:

                  The manner in which any exchange, reclassification or
cancellation of issued shares provided for in the amended and restated charter
shall be effected is as follows: each of the one hundred (100) shares of
issued and outstanding shares of common stock of the corporation as of the
date of this instrument shall be cancelled and exchanged for ten (10) shares
of the authorized but unissued Class A voting common stock of the corporation
and ninety (90) shares of the authorized but unissued Class B nonvoting common
stock of the corporation.

                  Part IV:

                  The Amended and Restated Charter shall be effective when
this instrument is filed by the Secretary of State of the State of Tennessee.

Dated __________________, 1992.


                                          STANDEFER MOTOR SALES, INC.

                                          By/s/ Charles A. Standefer
                                            -----------------------------------
                                            (Charles A. Standefer)  President




                                     -2-


                     ARTICLES OF AMENDMENT TO THE CHARTER

                                      OF

                          STANDEFER MOTOR SALES, INC.


                  Pursuant to the provisions of the Tennessee Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Charter:

                  1.       The name of the corporation is:

                            STANDEFER MOTOR SALES, INC.

                  2.       Effective as of the date hereof, Paragraphs 1 and 6
of the Charter are amended to read as follows:

                           1.       The name of the corporation is:

                                      UNITED NISSAN, INC.

                           6.       The name of the registered agent of the 
corporation in the State of Tennessee and the registered office address is:

                                        R. WAYNE PETERS
                                        320 MCCALLIE AVENUE
                                        CHATTANOOGA, TENNESSEE 37402
                                        HAMILTON COUNTY

                  3.       The amendment was duly adopted by the written 
consent of the shareholders and directors on October 28, 1996.

                  4.       No exchange, reclassification or cancellation of 
issued shares is provided for by the amendment.

                  5.       The amendment is to be effective when these articles
are filed by the Secretary of State.

                  IN WITNESS WHEREOF, the Corporation has caused these
Articles of Amendment to Charter to be executed and attested by its duly
authorized officers as of the 28th day of October, 1996.



                                             STANDEFER MOTOR SALES, INC.



                                             By:/s/ Karen S. Nicely, President
                                                (Karen S. Nicely)    President






              CHANGE OF REGISTERED AGENT/OFFICE (BY CORPORATION)


         PURSUANT TO THE PROVISIONS OF SECTION 48-15-102 OR 48-25-108 OF THE
TENNESSEE BUSINESS CORPORATION ACT OR SECTION 48-55-102 OR 48-65-108 OF THE
TENNESSEE NONPROFIT CORPORATION ACT, THE UNDERSIGNED CORPORATION HEREBY
SUBMITS THIS APPLICATION:

         1.       THE NAME OF THE CORPORATION IS UNITED NISSAN, INC. A   
TENNESSEE CORPORATION.

         2.       THE STREET ADDRESS OF ITS CURRENT REGISTERED OFFICE IS 320 
MCCALLIE AVENUE, CHATTANOOGA, TENNESSEE  37402.

         3. IF THE CURRENT REGISTERED OFFICE IS TO BE CHANGED, THE STREET
ADDRESS OF THE NEW REGISTERED OFFICE, THE ZIP CODE OF SUCH OFFICE, AND THE
COUNTY IN WHICH THE OFFICE IS LOCATED IS C/O CT CORPORATION SYSTEM, 530 GAY
STREET, KNOXVILLE, TENNESSEE 37902 - KNOX COUNTY.

         4.       THE NAME OF THE CURRENT REGISTERED AGENT IS R. WAYNE    
PETERS (RESIGNED).

         5.       IF THE CURRENT REGISTERED AGENT IS TO BE CHANGED, THE NAME OF
THE NEW REGISTERED AGENT IS CT CORPORATION SYSTEM.

         6.       AFTER THE CHANGE(S), THE STREET ADDRESSES OF THE REGISTERED
OFFICE AND THE BUSINESS OFFICE OF THE REGISTERED AGENT WILL BE IDENTICAL.

1/24/97                                              UNITED NISSAN, INC.
- -------------------------                            --------------------------
SIGNATURE DATE                                       NAME OF CORPORATION

VICE PRESIDENT                                       /S/ LAUREN DOWLING
- -------------------------                            --------------------------
SIGNER'S CAPACITY                                    SIGNATURE

                                                     LAUREN DOWLING
                                                     --------------------------
                                                     NAME (TYPED OR PRINTED)



                                                                      EX-3.97
                                     BYLAWS
                                       OF
                      STANDEFER AND DeFRIESE MOTOR COMPANY
                   (Incorporated under the laws of Tennessee)

                                     - I -

                                PRINCIPAL OFFICE

         The principal office of this Corporation shall be located at 2110
Dodson Avenue, Chattanooga, Tennessee, or at such other place as shall be so
designated by the Board of Directors.

                                    - II -

                             STOCKHOLDERS' MEETINGS

         1. Place of Meetings. Meetings of the stockholders shall be held at
the principal office of the Corporation or at any other place within the United
States the Board of Directors or stockholders may from time to time select.

         2. Annual Meetings. An annual meeting of the stockholders shall be
held on the third Friday of February, provided such date is not a legal
holiday, and, if a legal holiday, then on the next succeeding day that is not a
legal holiday or a Sunday; and the stockholders shall elect a Board of
Directors and transact other business.

         3. Special Meetings. Special meetings of the stockholders may be
called by the President, the Secretary or the Board of Directors upon due
written notice to the stockholders.

         4. Notice of Meetings. Written notice of each and every meeting of the
stockholders, stating the place, day and hour of the meeting, and in the case
of a special meeting the purpose or 


Standefer and DeFriese Motor Company
Bylaws--Page 2


purposes of the meeting, shall be given by the President or Secretary to each
stockholder entitled to vote at such meeting at least ten (10) days and not
more than fifteen (15) days prior to the date of such meeting.

         5. Waiver of Notice. A stockholder, either before or after a
stockholders' meeting, may waive notice of the meeting. Attendance at a
stockholders' meeting, either in person or by proxy, of a person entitled to
notice shall constitute a waiver of notice of the meeting unless he attends for
the express purpose of objecting to the transaction of business on the ground
that the meeting was not lawfully called or convened.

         6. Quorum. The holders of a majority of the shares of common stock of
the Corporation issued and outstanding and entitled to vote at the meeting and
present in person or represented by proxy duly executed in writing shall
constitute a quorum at all meetings of the stockholders, except as otherwise
provided by law.

         7. Voting Rights. Each stockholder having the right to vote shall be
entitled at each meeting of the stockholders to one vote for each share of
stock having voting power and registered in his name on the books of the
Corporation; and all elections shall be had and all questions decided by vote
of a majority of stock represented at the meeting. There shall be no cumulative
voting.


Standefer and DeFriese Motor Company
Bylaws--Page 3


                                    - III -

                               BOARD OF DIRECTORS

         1. Number - Election - Term - Vacancies - Removal. The Board of
Directors of the Corporation shall consist of at least three (3) members, none
of whom need be resident in the State of Tennessee or hold shares in this
Corporation. Each director, except one appointed to fill a vacancy, shall be
elected at the annual meeting of stockholders, to serve for a term of one (1)
year or until his successor shall be elected and qualified. Vacancies on the
Board of Directors shall be filled by a majority of the remaining members of
the Board. Each director so selected to fill a vacancy shall serve until his
successor is elected by the stockholders at the next annual meeting or at a
special meeting earlier called for that purpose. At a meeting of the
stockholders called for that purpose the entire Board of Directors or any
individual director may be removed from office without assignment of cause by
the vote of a majority of the shares entitled to vote at an election of
directors.

         2. General Powers. The Board of Directors shall have management and
control of the business and affairs of the Corporation.

         3. Chairman of Board. The Board of Directors shall be empowered, in
its discretion, to elect from its membership a Chairman of the Board, who shall
serve for such term as the Board shall specify and who shall, in the interim
between meetings of the Board, interpret its policies and directions and who
shall


Standefer and DeFriese Motor Company
Bylaws--Page 4


preside at all meetings of the Board and who shall have such other duties and
responsibilities as the Board shall prescribe.

         4. Presumption of Assent. Any director who is present at a meeting of
the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action unless his dissent shall be entered
in the minutes of the meeting, or unless he shall file his written dissent to
such action with the person acting as Secretary of the meeting before the
adjournment thereof, or shall forward such dissent by registered mail to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

                                     - IV -

                             MEETINGS OF THE BOARD

         1. Place of Meetings. The meetings of the Board of Directors shall be
held at the principal office of the Corporation or at any place within the
United States that a majority of the Board of Directors may from time to time
by resolution appoint.

         2. Annual Meetings. The Board of Directors shall meet each year
immediately after the annual meeting of the stockholders to elect officers and
consider other business.

         3. Special Meetings. Special meetings of the Board of Directors may be
called at any time by the President, or by the Secretary, or by a majority of
the members of the Board of Directors.


Standefer and DeFriese Motor Company
Bylaws--Page 5


         4. Notice of Meetings. Notice of the annual meeting of the Board of
Directors need not be given. Written notice of each special meeting, setting
forth the place, day and hour of the meeting, shall be given to each director
at least ten (10) days and not more than fifteen (15) days prior to the date of
the meeting.

         5. Waiver of Notice. A director may waive notice of a special meeting
of the Board in writing either before or after the meeting. Attendance of a
director at a meeting shall constitute waiver of notice of that meeting unless
he attends for the express purpose of objecting to the transaction of business
because the meeting has not been lawfully called or convened.

         6. Quorum. At all meetings of the Board of Directors, a majority of
all the directors in office shall constitute a quorum for the transaction of
business. If a quorum is present, the acts of the majority of the directors in
attendance shall be the acts of the Board, unless otherwise herein provided.

                                     - V -

                                    OFFICERS

         1. Election - Title - Term. The officers of the Corporation shall be
elected by the Board of Directors and shall consist of a President, a Vice
President, a Secretary and a Treasurer and such other officers as the Board of
Directors may from time to time deem necessary. Officers shall hold office
until their successors are elected and have qualified, unless they are sooner
removed from office as provided in these Bylaws. 


Standefer and DeFriese Motor Company
Bylaws--Page 6

Two or more offices may be held by the same person, except that one person
shall not at the same time hold the offices of President and Secretary or
Assistant Secretary.

         2. Removal. An officer of the Corporation may be removed at any time
by a majority vote of the Board of Directors whenever in their judgment the
best interests of the Corporation will be served by the removal.

         3. Duties. The duties of the officers of this Corporation shall be
such as usually appertain to such officers of private corporations except as
may be otherwise prescribed by the Board of Directors.

         4. Compensation. The Board of Directors shall fix the compensation of
the officers of the Corporation. The authority to fix the compensation of all
officers other than the President may be delegated to the President, and the
authority to fix the compensation of the President may be delegated to the
Chairman of the Board, in the discretion of the Board of Directors.

                                    - VI -

                                 CAPITAL STOCK

         1. Authorized Stock. The authorized capital stock of this Corporation
shall be such as is authorized by the Charter of Incorporation or any amendment
thereto.

         2. Stated Value. The no par common stock of this Corporation shall
have such fixed or stated value as the Board of Directors shall from time to
time determine.


Standefer and DeFriese Motor Company
Bylaws--Page 7


         3. Rights, Privileges, etc. of Holders. The rights, privileges, and
liabilities of the holders of stock in this Corporation shall be governed by
the provisions of the Charter of Incorporation or of any amendments thereto.

         4. Stock Certificates. The capital stock of this Corporation shall be
represented by stock certificates on which shall be printed or to which shall
be attached a copy of the terms and conditions relating to such stock as are
set out in the Charter of Incorporation or any amendments thereto.

         5. Transfer of Shares. The shares of stock of this Corporation may be
transferred at any time by endorsement of the certificate representing the same
by the holder thereof; but no such transfer shall be valid except as between
the parties thereto until the certificate representing the stock transferred
has been surrendered to the Corporation, and cancelled, and a new certificate
issued to the transferee.

         6. Lost or Mislaid Certificates. In case any stockholder shall lose or
mislay a certificate of stock, a new certificate may be issued in lieu thereof
upon bond being made by such stockholder to indemnify the Corporation against
loss on account of the issuance of the new certificate, such bond to be in the
terms and form satisfactory to the Secretary of the Corporation.

                                    - VII -

                              NOTICE - IN GENERAL

         In any case hereunder when notice to stockholders or directors is
required such notice shall be in writing and either 


Standefer and DeFriese Motor Company
Bylaws--Page 8


delivered by hand or mailed first-class United States mail, postage prepaid, to
the stockholder or director, as the case may be. If mailed, the notice shall be
addressed to the one to receive the notice at his address as it appears upon
the stock books or other records of the Corporation. If mailed, the time of
mailing the notice shall be the time of the giving of such notice for all
purposes hereunder.

                                    - VIII -

                                      SEAL

         The Corporation shall have a seal in appropriate form, which seal
shall be kept by the Secretary and which shall be affixed to all stock
certificates and all other formal documents executed in the name of the
Corporation and to which by law or custom the corporate seal is required to be
affixed.

                                    - IX -

                                 MISCELLANEOUS

         1. Stock and Securities of Other Corporations. In the absence of other
arrangement by the Board of Directors, the President of this Corporation may
vote, endorse for transfer, or take any other action necessary with respect to
shares of stock and securities issued by any other corporation and owned by
this Corporation; and he may make, execute and deliver any proxy, waiver or
consent with respect thereto.

         2. Indemnification. The Corporation shall indemnify any present or
former officer or director or any person who may have served as a director or
officer of another corporation at the 


Standefer and DeFriese Motor Company
Bylaws--Page 9


request of the Corporation against all liabilities imposed upon him and
expenses reasonably incurred by him, including counsel fees, in connection with
any claim made against him, or any action, suit or proceeding to which he may
be a party by reason of his being, or having been, a director or officer of the
Corporation, or of any such other corporation, and against all sums paid with
court approval in settlement of any such claim, action, suit or proceeding;
provided, however, that no director or officer shall be indemnified with
respect to matters in which he shall be adjudged to be liable for negligence or
misconduct in the performance of his duties, or with respect to any settlement
which the Board of Directors, as well as the court, shall disapprove as not
being for the best interest of the Corporation, or with respect to matters for
which such indemnification would be against public policy. Such right of
indemnification shall be in addition to any other rights to which such director
or officer may be entitled, and shall inure to the estate, executor,
administrator, heirs, legatees or devisees of such officers and directors.

                                     - X -

                                   AMENDMENT

         These Bylaws may be altered, amended or repealed by the stockholders
at any regular meeting or at any special meeting called for that purpose,
provided, however, that notice of the proposed amendment, alteration or repeal
shall be given to each stockholder at least ten (10) days and not more than
fifteen (15) 


Standefer and DeFriese Motor Company
Bylaws--Page 10


days prior to the date of the meeting at which the Bylaws are to be altered,
amended or repealed. Any stockholder, however, may in writing waive such
notice. If all the stockholders shall be present at any regular or special
meeting, the Bylaws may be altered, amended or repealed by unanimous vote
without any requirement of previous notice.


                                                                       EX 3.98



                         CERTIFICATE OF INCORPORATION

                                      OF

                                UAG TEXAS, INC.

         FIRST: The name of the corporation is UAG Texas, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.




         SEVENTH: 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 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 provision shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware.
All rights herein conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, whose mailing address
is 2700 International Tower, Peachtree Center, 229 Peachtree Street, N.E.,
Atlanta, Georgia 30303.


                                     -2-


         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 10th day of December, 1996.

                                                     /s/ David G. Thunhorst
                                                     --------------------------
                                                     David G. Thunhorst


                                    -3-




                                                                      EX 3.100


                         CERTIFICATE OF INCORPORATION

                                      OF

                              UAG TEXAS II, INC.

         FIRST:   The name of the corporation is UAG Texas II, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of 



directors is expressly authorized to make, amend and repeal by-laws.

         SEVENTH: 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 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 provision shall not adversely affect any right or
protection of a director of the corporation existing at the time of such
repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware.
All rights herein conferred are granted subject to this reservation.


                                     -2-


         NINTH: The incorporator is David G. Thunhorst, whose mailing address
is 2700 International Tower, Peachtree Center, 229 Peachtree Street, N.E.,
Atlanta, Georgia 30303.

         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 12th day of December, 1996.


                                                         /s/David G. Thunhorst
                                                         ----------------------
                                                         David G. Thunhorst


                                     -3-

                                                                 EX-3.102

                       CERTIFICATE OF LIMITED PARTNERSHIP
                           OF SHANNON AUTOMOTIVE LTD.

    We, the undersigned, desiring to form a limited partnership (the
"Partnership") pursuant to the Texas Revised Limited Partnership Act, Article
6132a-l of the Revised Civil Statutes of the State of Texas, certify as
follows:

    1. The name of the Partnership is SHANNON AUTOMOTIVE LTD.

    2. The address of the registered office of the Partnership is 13403
Northwest Freeway, Suite 200, Houston, Texas. The name of the registered agent
for service of process is Frank J. Bramanti. The address of the registered
agent is 13403 Northwest Freeway, Suite 200, Houston, Texas.

    3. The address of the principal office in the United States where records
of the Partnership are to be kept or made available is 13403 Northwest Freeway,
Suite 200, Houston, Texas.

    4. The name, mailing address or street address of the business or residence
of each general partner is as follows:

         Name                          Mailing Address and/or Street Address
         ----                          -------------------------------------

CROWN JEEP EAGLE, INC.                           17105 Northwest Freeway
                                                 Houston, Texas

    5. The name, mailing address or street address of the business or residence
of each limited partner is as follows:

         Name                          Mailing Address and/or Street Address
         ----                          -------------------------------------

BYRON PROPERTIES, INC.                           13403 Northwest Freeway
                                                 Suite 200
                                                 Houston, Texas

    IN WITNESS WHEREOF, we have hereunto set our hands this 5th day of June,
1990.

                                            GENERAL PARTNER,

                                            CROWN JEEP EAGLE, INC.


                                            By: /s/ Kevin J. Coffey
                                               --------------------------------
                                               Kevin J. Coffey, President

                                            LIMITED PARTNER:

                                            BYRON PROPERTIES, INC.

                                            By: /s/ J. Robert Dickerson
                                               --------------------------------
                                                Vice President



THE STATE OF TEXAS      ss.
                        ss.
COUNTY OF HARRIS        ss.

    This instrument was acknowledged on the 5th day of June, 1990, by KEVIN J.
COFFEY, President of CROWN JEEP EAGLE, INC., a Texas corporation, on behalf of
said corporation.


                                            /s/ Theresa Pagitt
                                            -----------------------------------
                                            Notary Public - State of Texas



THE STATE OF TEXAS      ss.
                        ss.
COUNTY OF HARRIS        ss.

    This instrument was acknowledged on the 5th day of June, 1990, by J. Robert
Dickerson, Vice President of BYRON PROPERTIES, INC., a Texas corporation, on
behalf of said corporation.



                                            /s/ Theresa Pagitt
                                            -----------------------------------
                                            Notary Public - State of Texas



                       AMENDMENT TO AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP


    This amendment to the Amended and Restated Agreement of Limited Partnership
of SHANNON AUTOMOTIVE LTD., a Texas limited partnership ( the "Agreement"),
entered into effective as of January 1, 1996 by and between CROWN JEEP EAGLE,
INC., a Delaware corporation, as the General Partner, and BERYLSON, INC., a
Texas corporation, as the Limited Partner, as follows:

    1. The definition of "Sharing Ratio" under Article I of the Agreement is
amended to read as follows, effective January 1, 1996:

         "Sharing Ratio" shall mean the ratio in which the General Partner and
    Limited Partner share gains and losses and shall be as follows:

         Limited Partner                    General Partner
               11%                               89%

    2. Except as amended as expressly provided above, the terms of the
Agreement shall remain in full force and effect.

    IN WITNESS WHEREOF, the parties have executed this Amendment to Amended and
Restated Agreement of Limited Partnership as of the date set forth above.

                                            CROWN JEEP EAGLE, INC.
                                               General Partner


                                            By: /s/ Kevin J. Coffey
                                               -------------------------------
                                               Kevin J. Coffey, President



                                            BERYLSON, INC.,
                                            Limited Partner



                                            By: /s/ Paul J. Rhodes
                                               -------------------------------
                                               Paul J. Rhodes, President



                                   AMENDMENT

                                     TO THE
                       CERTIFICATE OF LIMITED PARTNERSHIP
                                       OF
                            SHANNON AUTOMOTIVE LTD.


                                       I

    The name of the limited partnership is SHANNON AUTOMOTIVE LTD. (the
"Partnership")

                                       II

    Effective as of the date hereof, the Certificate of Limited Partnership is
amended by deleting Section through and including Section 5 in their entirety,
and inserting the following:

    1. The general partner is UAG TEXAS II, INC.

    2. The limited partner is UAG TEXAS, INC.

    3. The address of the registered office of the Partnership is 13403
Northwest Freeway, Suite 200, Houston, Texas. The name of the registered agent
for service of process is Frank J. Bramanti. The address of the registered
agent is 13403 Northwest Freeway, Suite 200, Houston, Texas.

    4. The address of the principal office in the United States where records
of the Partnership are to be kept or made available is 375 Park Avenue, Suite
2201, New York, New York 10152.

    5. The name, mailing address or street address of the business or residence
of the general partner is as follows:

      Name                             Mailing Address and/or Street Address
      ----                             -------------------------------------

UAG Texas II, Inc.                            375 Park Avenue
                                              Suite 2201
                                              New York, New York  10152

    6. The name, mailing address or street address of the business or residence
of the limited partnership is as follows:

      Name                             Mailing Address and/or Street Address
      ----                             -------------------------------------

UAG Texas, Inc.                               375 Park Avenue
                                              Suite 2201
                                              New York, New York  10152

    All other provisions of the Certificate of Limited Partnership shall remain
in full force and effect.



         This Amendment to the Certificate of Limited Partnership was duly
approved by the Partnership in accordance with the provisions of the Texas
Limited Partnership Act. Article 6132a-1 of the Revised Civil Statutes of the
State of Texas.

    IN WITNESS WHEREOF, the Partnership has caused this Amendment to be
executed and attested by its duly authorized partners as of the ____ day of
April, 1997.

                                            UAG TEXAS II, INC.
                                             General Partner



                                            By: /s/ George Lowrance
                                               --------------------------------
                                                Its:


                                                                      EX 3.103



                         CERTIFICATE OF INCORPORATION

                                      OF

                               UAG NEVADA, INC.

         FIRST:   The name of the corporation is UAG Nevada, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the Board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.

         SEVENTH: 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 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 provision shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights 
herein conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, Esq. whose mailing
address is 2700 International Tower, Peachtree Center, 229 Peachtree Street,
N.E., Atlanta, Georgia 30303, County of Fulton.

         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, 


                                     -2-


accordingly, have hereto set my hand this 28th day of February, 1997.

                                                   /s/ David G. Thunhorst
                                                   ----------------------------
                                                       David G. Thunhorst



                                     -3-

                                                             EXHIBIT 3.105


                           CERTIFICATE OF AMENDMENT
                                      OF
                           ARTICLES OF INCORPORATION
                                      OF
                            GARY HANNA NISSAN, INC.

Gary Hanna Nissan, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Nevada, does hereby certify:

                  FIRST: That, the Board of Directors of the Corporation
unanimously adopted a resolution setting forth a proposed amendment to the
Certificate of Incorporation of the Corporation, declaring said amendment to
be advisable, and directing that said amendment be presented to the
stockholders of the Corporation for consideration at a special meeting of the
stockholders or by written consent of the stockholders. The resolution setting
forth the proposed amendment is as follows:

                           "NOW, THEREFORE, BE IT RESOLVED, that the Articles
                  of Incorporation be amended to change the name of the
                  corporation and that such amendment be affected by deleting
                  Article 1 in its entirety and substituting the following in
                  lieu thereof:

                           "The name of the Corporation is UNITED NISSAN, INC."

                  SECOND: That the foregoing resolution has been adopted by
the unanimous written consent of the holder of record of all the outstanding
stock of the Corporation entitled to vote thereon.

                  THIRD: That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 78.385 of the General Corporation
Law of the State of Nevada.

                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed as of this 22 day of April, 1997.


                                                 GARY HANNA NISSAN, INC.




                                                 By: /s/ George G. Lowrance
                                                     --------------------------
                                                      George G. Lowrance
                                                      Vice President
Amended by:

/s/ Philip N. Smith, Jr.,
- --------------------------
Philip N. Smith, Jr.,
Secretary





                          CERTIFICATE OF AMENDMENT TO

                         ARTICLES OF INCORPORATION OF

                          HANNA-EPPRECHT NISSAN, INC.

                  THE UNDERSIGNED, being the President and Secretary of
HANNA-EPPRECHT NISSAN, INC., hereby certify that by the unanimous consent of
the Directors of the Corporation (by a Resolution in Lieu of a Directors
Meeting dated the 24th day of May, 1990), and by the unanimous consent of the
Shareholders of all of the issued and outstanding shares of the corporation
(by a Resolution in Lieu of a Shareholders Meeting, dated the 24th day of May,
1990), Article I of the Corporation's Articles of Incorporation has been
deleted and the following Amendment to the Corporation's Articles of
Incorporation has been approved as the new Article I of said Articles:

                  The name of the corporation is:

                           GARY HANNA NISSAN, INC.

                  Dated:  May 24, 1990.

                                                      /s/ Gary W. Hanna
                                                      -------------------------
                                                      GARY W. HANNA, President


                                                      /s/ Donna J. Owens
                                                      -------------------------
                                                      DONNA J. OWENS, Secretary





                           CERTIFICATE OF AMENDMENT

                                      TO

                           ARTICLES OF INCORPORATION

                                      OF

                          HANNA-EPPRECHT DATSUN, INC.

                  THE UNDERSIGNED, being the President and Secretary of
HANNA-EPPRECHT DATSUN, INC., hereby certify that by the unanimous consent of
the Directors of the Corporation (by a Resolution in Lieu of a Directors
Meeting dated the 18th day of July, 1985), and by the unanimous consent of the
Shareholders of all of the issued and outstanding shares of the corporation
(by a Resolution in Lieu of a Shareholders Meeting, dated the 18th day of July
1985), Article I of the Corporation's Articles of Incorporation has been
deleted and the following Amendment to the Corporation's Articles of
Incorporation has been approved as the new Article I of said Articles:

                  "The name of the corporation is:

                           HANNA-EPPRECHT NISSAN, INC.

Dated:  July 18, 1985.


                                                       /s/ Gary Hanna
                                                       ------------------------
                                                       GARY HANNA, President


                                                       /s/ Walt Epprecht
                                                       ------------------------
                                                       WALT EPPRECHT, Secretary






                                   AMENDMENT

                                      TO

                      RESTATED ARTICLES OF INCORPORATION

                                      OF

                          HANNA-EPPRECHT DATSUN, INC.

                  THE UNDERSIGNED, being the President and Secretary of
HANNA-EPPRECHT DATSUN, INC. hereby certify that by unanimous consent of the
Directors and Shareholders of the corporation (by Resolutions in lieu of
meetings dated the 4th day of September, 1980), the Articles of Incorporation
of HANNA-EPPRECHT DATSUN, INC. have been amended as follows:

                  Article V - Powers - is amended by adding sub-section (f)
                  which states as follows: 
                  
                  (f) To be licensed as an insurance agent in conformity with 
                  NRS 683A.140 and any other statutes of the State of Nevada 
                  that may be necessary in order to make the corporation able 
                  to be an insurance agent or agency, or to sell insurance or 
                  to brokerage insurance and to do anything necessary or 
                  expedient for any transaction which the corporation may have 
                  regarding insurance.





                  IN WITNESS WHEREOF, the first amendment of the restated
Articles of Incorporation are executed the 4th day of September, 1980.

                                                       /s/ Gary Hanna,
                                                       ------------------------
                                                       GARY HANNA, President



                                                       /s/ W. J. Epprecht
                                                       ------------------------
                                                       W.J. EPPRECHT, Secretary


STATE OF NEVADA         )
                        ) SS:
COUNTY OF CLARK         )

                  On September 4, 1980, personally appeared before me, a
Notary Public, in and for said County and State, GARY HANNA, and W. J.
EPPRECHT who acknowledged to me that they executed the above and foregoing
Amendment.


                                                           /s/ E.S. Packham
                                                           -----------------
                                                           NOTARY PUBLIC



                                     -2-




                                CERTIFICATE OF

                                 AMENDMENT TO

                           ARTICLES OF INCORPORATION

                                      OF

                          HANNA-EPPRECHT DATSUN, INC.

                  THE UNDERSIGNED, being the President and Secretary of
HANNA-EPPRECHT DATSUN, INC., hereby certify that by the unanimous consent of
the Directors of the Corporation (by Resolution in Lieu of a Directors Meeting
dated the 18th day of August, 1980) and by the unanimous consent of the
Shareholders of all of the issued and outstanding shares of the Corporation
(by Resolution in Lieu of a Shareholders Meeting, dated the 18th day of
August, 1980), Article VI of the corporations Articles of Incorporation has
been deleted and the following amendments to the corporations Articles of
Incorporation has been approved as the new articles VI and XIII of said
Articles:

ARTICLE VI - CAPITAL STOCK:
                  Section 1. This Corporation is authorized to issue two
classes of shares to be designated respectively "common stock" and "preferred
stock"; the total number of shares in which this Corporation shall have the
authority to issue is 4,000 shares and the aggregate par value of all shares
that are to have a par value shall be $300,000.00. The Capital stock shall be
as follows: One Thousand (1,000) shares shall be common stock that shall have
no par value; and there shall be Three Thousand Shares 



(3,000) shares of preferred stock that shall have a par value of One Hundred
Dollars ($100.00) per share.

                  Section 2. The preference, privileges and restrictions
granted to, or imposed upon, the respected classes and shares and the holders
thereof, are as follows:

                  A. The holders of common stock shall have the sole right to
                  vote for the Board of Directors of the Corporation, except
                  in that situation (specified below) where a full quarterly
                  dividend has not been paid on the preferred stock for eight
                  consecutive quarters. 

                  B. The holders of preferred stock shall be entitled, when
                  and as declared by the Board of Directors to dividends out
                  of any funds of this corporation at the time legally
                  available for the declaration of dividends, at the annual
                  rate of 6% of the par value of such shares, payable in
                  preference and priority to any payment of any dividends on
                  common stock and payable quarterly or otherwise as the Board
                  of Directors may from time to time determine. The right to
                  such dividends of preferred shall be cumulative, and before
                  any dividends are paid on the common stock, all accrued but
                  unpaid dividends shall be paid on the preferred stock.

                  C. After dividends have been declared and paid, or set apart
                  for payment, on the preferred stock as set forth above in
                  sub-paragraph B, additional dividends may be declared and
                  paid or set apart for payment from 

                                     -2-

                  any remaining surplus or net profits, ratably and equally per
                  share, on all shares of common stock.

                  D. Preferred shareholders shall have a liquidation
                  preference over common shareholders in the corporate assets
                  upon liquidation. This preference shall be such that the
                  preferred shareholders shall receive the par value of their
                  shares plus any declared but unpaid dividends before any
                  assets shall be distributed to the common shareholders. The
                  liquidation preference shall expressly not extend to accrued
                  but unpaid dividends. 

                  Section 3. Redemption of preferred stock will be on the 
following basis:

                  A. The corporation may, at the option of the Board of
                  Directors, redeem all or any part of the outstanding stock.

                  B. Such redemption may take place at any time, as determined
                  by Resolution of Board of Directors.

                  C. The Redemption price shall be $100.00 per share plus
                  declared or unpaid dividends thereon.

                  D. Notice of Redemption shall be mailed at least 30 days and
                  not more than 90 days prior to such redemption to holders of
                  record of stock to be redeemed at their addresses as they
                  shall appear on the books of the corporation. Such notice
                  shall contain the date and price of redemption, the manner
                  in which the redemption is to be effected, and the effect of
                  such redemption on 

                                     -3-


                  the rights of the stockholders who fail to present their
                  shares for redemption.

                  E. If notice of redemption shall have been given as provided
                  in Section III (D) above, and if, on or before the
                  redemption date stated in the notice, the funds necessary
                  for such redemption shall have been set aside, and from and
                  after the designated redemption date, all rights with
                  respect to such preferred stock, including, but not limited
                  to, the right to receive dividends, and to vote at corporate
                  meetings, shall cease, except only the right to receive
                  payment for the shares called for redemption but without
                  interest.

                  F. The Board of Directors shall have the power to the extent
                  permitted by law, to determine the sources of the funds to
                  be used for redeeming such stock. However, the corporation
                  shall not exercise its rights to redeem if the corporation
                  is insolvent or would become insolvent as a result of such
                  redemption.

                  Section 4. Both common stock and the preferred stock 
shall be issued for such consideration, but not less than the par value
thereof, as shall be fixed from time to time by the Board of Directors. In the
absence of fraud, the judgment of the Directors as to the value of any
property or services received in full or partial payment for shares shall be
conclusive. When shares are issued upon payment of the consideration fixed by
the Board of Directors, such shares shall be taken to be fully paid stock and
shall be non accessible.



                                     -4-


                  Section 5. Except as provided by the Board of Directors, no
holder of any shares of stock of the corporation shall have any pre-emptive
right to purchase, subscribe before, or otherwise acquire any shares of stock
of the corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.

                  Section 6. The corporation shall have the power to create
and issue rights, warrants, or options entitling the holder thereof to
purchase from the corporation any share of the capital stock of any class or
classes, upon such terms and conditions and at such time and prices as the
Board of Directors may provide, which terms and conditions shall be
incorporated by an instrument or instruments evidencing such rights. In the
absence of fraud, the judgment of the Directors as to the adequacy of
consideration for the issuance of such rights or options and the sufficiency
thereof shall be conclusive.

                  Section 7. The number of shares of common stock authorized
to be issued shall be 1,000 shares.

ARTICLE XIII - SPECIAL PROVISION FOR PREFERRED STOCK VOTING RIGHTS.
                  Section 1. In the event that the directors of the
corporation do not declare a full quarterly dividend on the preferred shares
in at least one quarter for eight consecutive quarters, then at the beginning
of the quarter for the following 

                                     -5-


eight consecutive quarters in which the full quarterly dividend has not been
paid the holders of the preferred stock shall have the right to elect, by
cumulative voting, additional directors to the Board of Directors. These
directors shall be in addition to the directors which the holders of the
common stock shall elect, and shall have the same powers, privileges, rights
and duties as the directors elected by the common shareholders.

                  Such voting for directors shall be such that they shall
elect equal representation on the Board of Directors.

                  Section 2. For purposes of this Article full quarterly
dividend is defined as a dividend paid for one quarter equal to one quarter of
the amount necessary to pay 6% of the par value of each preferred share for a
year. Specifically, this amount shall be $1.50 per preferred share for the
quarter in which the dividend is paid. (The $1.50 = one quarter of $6.00,
which is the amount necessary to pay a full dividend on $100 par value
preferred shares in one year).

                  Section 3. It is the intent of this section that at least
one full quarterly dividend must be paid to the preferred shareholders if they
are not to have the right to elect additional directors in one specific
quarter out of each eight consecutive quarters regardless of the fact that
there may be a payment of less than a full quarterly dividend on the preferred
shares in any one or more of the eight consecutive quarters. Such payment of
less than full quarterly dividend in any one quarter shall not be added
together, or accumulated, in calculating whether a full quarterly dividend has
been paid, in 

                                     -6-


eight consecutive quarters, which shall be completely disregarded for purposes
of this article. Only if a full quarterly dividend is paid in one specific
quarter out of each eight consecutive quarters shall the preferred
shareholders not have the right to elect additional directors to the Board of
Directors.

                  Section 4. Immediately upon the conclusion of eight
consecutive quarters in which no full quarterly dividends have been paid, the
preferred shareholders or any one of them, shall have the right to call a
special meeting of the preferred shareholders for the purpose of electing two
additional directors. Fifty percent of the preferred shares shall represent a
quorum, and if the owners of fifty percent or more of the preferred shares are
present, either in person or by proxy, the election of the additional
directors may be accomplished and shall be valid. Immediately upon their
election, the additional directors shall have all the rights, privileges,
powers and duties as the directors elected by the common shareholders shall
possess. Such additional right to elect directors shall exist annually
thereafter in the preferred shareholders, unless such right shall be required
to be relinquished under the provisions of Paragraph 5 of this Article.

                  Section 5. If at any time after the preferred shareholders
have the right to elect additional directors to the Board of Directors by
reason of the non-payment of at least one full quarterly dividend in eight
consecutive quarters, the Board of Directors of the Corporation shall declare
a full quarterly dividend for the preferred shares for two consecutive
quarters, then the preferred shareholders shall forfeit the right to elect the
additional directors. Immediately upon receipt of payment by the preferred
shareholders of the two consecutive quarterly dividends, the directors elected
by the preferred shareholders shall no longer be members of the Board of
Directors, and shall resign from the Board of Directors. If after two
consecutive full quarterly dividends are paid, and the directors elected by
the preferred shareholders are removed from the Board of Directors, a full
quarterly dividend is not paid at least once in eight consecutive quarters,


                                     -7-

then the preferred shareholders shall have the right to elect additional
directors to the Board of Directors as specified in this Article. These
directors shall serve until such as two consecutive full quarterly dividends
are paid on the preferred shares. This sequence shall occur as long as these
Articles of Incorporation are in effect.

DATED:  August 18, 1980

                                                    /s/ Gary Hanna
                                                    ---------------------------
                                                    GARY HANNA, President

                                                    /s/ W. J. Epprecht
                                                    ---------------------------
                                                    J. EPPRECHT, Secretary

STATE OF NEVADA         )
                        )       SS:
COUNTY OF CLARK         )

                  On this 18th day of August, 1980, personally appeared before
me, a Notary Public, GARY HANNA and W. J. EPPRECHT, known to be the President
and Secretary, respectively of HANNA-EPPRECHT 


                                     -8-


DATSUN, INC., and acknowledged to me that they executed the foregoing Restated
Articles of Incorporation of HANNA-EPPRECHT DATSUN, INC.

                                                     /s/ Patricia L. Groom
                                                     -------------------------
                                                     NOTARY PUBLIC


                                     -9-






                                   RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                          HANNA-EPPRECHT DATSUN, INC.

                  THE UNDERSIGNED, being the President and Secretary of
HANNA-EPPRECHT DATSUN, INC., hereby certify that by unanimous consent of the
Directors of the Corporation (by Resolution in Lieu of Directors Meeting dated
the 18th day of August, 1980) and by unanimous consent of the Shareholders of
all of the issued and outstanding shares of the Corporation (by Resolution in
Lieu of the Shareholders Meeting, dated the 18th day of August, 1980), the
Articles of Incorporation of HANNA-EPPRECHT DATSUN, INC. have been totally
restated deleting in their entirety the existing Articles of Incorporation and
substituting in their stead the Restated Articles of Incorporation which read
as follows:
                                   RESTATED

                           ARTICLES OF INCORPORATION

                                      OF

                          HANNA-EPPRECHT DATSUN, INC.

ARTICLE I - NAME. The exact name of this Corporation is:

                          HANNA-EPPRECHT DATSUN, INC.

ARTICLE II - PRINCIPAL OFFICE AND REGISTERED AGENT.

                  The principal office and place of business in the State of
Nevada of this Corporation shall be located at 5606 S. Eastern Avenue, Las
Vegas, Nevada. The Resident Agent of the Corporation 




is ROBERT E. CLARK PROFESSIONAL CORPORATION, LTD., whose address is 5606 So.
Eastern Avenue, Las Vegas, Nevada. 

ARTICLE III - DURATION: The Corporation shall have perpetual existence. 

ARTICLE IV - PURPOSES: The purpose, object and nature of the business for 
which this corporation is organized are:

                  (a) To engage in any lawful activity,
                  
                  (b) To carry on such business as may be necessary,
                  convenient, or desirable to accomplish the above purposes,
                  and to do all other things incidental thereto which are not
                  forbidden by law or by these Articles of Incorporation.

ARTICLE V - POWERS: The powers of the Corporation shall be those powers
granted by 78.060 and 78.070 of the Nevada Revised Statutes under which this
corporation is formed. In addition, the corporation shall have the following
specific powers:

                  (a) To elect or appoint officers and agents of the
                  corporation and to fix their compensation; 
                  
                  (b) To act as an agent for any individual, association, 
                  partnership, corporation or other legal entity; 
                  
                  (c) To receive, acquire, hold, exercise rights arising out 
                  of the ownership or possession thereof, sell, or otherwise 
                  dispose of, shares or other interests in, or obligations of, 
                  individuals, association, partnerships, corporations, 
                  or governments; 

                                     -2-


                  (d) To receive, acquire, hold, pledge, transfer, or otherwise
                  dispose of shares of the corporation, but such shares may
                  only be purchased, directly or indirectly, out of earned
                  surplus; 
                  (e) To make gifts or contributions for the public
                  welfare or for charitable, scientific or educational
                  purposes, and in time of war, to make donations in aid of
                  war activities.

  ARTICLE VI - CAPITAL STOCK:

                  Section 1. This Corporation is authorized to issue two
classes of shares to be designated respectively "common stock" and "preferred
stock"; the total number of shares in which this Corporation shall have the
authority to issue is 4,000 shares and the aggregate par value of all shares
that are to have a par value shall be $300,000.00. The Capital stock shall be
as follows: One Thousand (1,000) shares shall be common stock that shall have
no par value; and there shall be Three Thousand Shares (3,000) shares of
preferred stock that shall have a par value of One Hundred Dollars ($100.00)
per share.

                  Section 2. The preference, privileges and restrictions
granted to, or imposed upon, the respected classes and shares and the holders
thereof, are as follows:

                  A. The holders of common stock shall have the sole right to
                  vote for the Board of Directors of the Corporation, except
                  in that situation (specified below) where a full quarterly
                  dividend has not been paid on the preferred stock for eight
                  consecutive quarters. 


                                     -3-


                  B. The holders of preferred stock shall be entitled, when
                  and as declared by the Board of Directors to dividends out
                  of any funds of this corporation at the time legally
                  available for the declaration of dividends, at the annual
                  rate of 6% of the par value of such shares, payable in
                  preference and priority to any payment of any dividends on
                  common stock and payable quarterly or otherwise as the Board
                  of Directors may from time to time determine. The right to
                  such dividends of preferred shall be cumulative, and before
                  any dividends are paid on the common stock, all accrued but
                  unpaid dividends shall be paid on the preferred stock.

                  C. After dividends have been declared and paid, or set apart
                  for payment, on the preferred stock as set forth above in
                  sub-paragraph B, additional dividends may be declared and
                  paid or set apart for payment from any remaining surplus or
                  net profits, ratably and equally per share, on all shares of
                  common stock.

                  D. Preferred shareholders shall have a liquidation
                  preference over common shareholders in the corporate assets
                  upon liquidation. This preference shall be such that the
                  preferred shareholders shall receive the par value of their
                  shares plus any declared but unpaid dividends before any
                  assets shall be distributed to the common shareholders. The
                  liquidation preference shall expressly not extend to accrued
                  but unpaid dividends.


                                     -4-


                  Section 3. Redemption of preferred stock will be on the 
following basis: 

                  A. The Corporation may, at the option of the Board of 
                  Directors, redeem all or any part of the outstanding stock. 

                  B. Such redemption may take place at any time, as determined 
                  by Resolution of Board of Directors.

                  C. The Redemption price shall be $100.00 per share plus
                  declared or unpaid dividends thereon. 

                  D. Notice of Redemption shall be mailed at least 30 days and 
                  not more than 90 days to such redemption to holders of record
                  of stock to be redeemed at their addresses as they shall 
                  appear on the books of the corporation. Such notice shall
                  contain the date and price of redemption, the manner in which
                  the redemption is to be effected, and the effect of such
                  redemption on the rights of the stockholders who fail to
                  present their shares for redemption. 

                  E. If notice of redemption shall have been given as provided 
                  in Section III (D) above, and if, on or before the redemption
                  date stated in the notice, the funds necessary for such 
                  redemption shall have been set aside, and from and after the 
                  designated redemption date, all rights with respect to such
                  preferred stock, including, but not limited to, the right to 
                  receive dividends, and to vote at corporate meetings, shall 


                                     -5-


                  cease, except only the right to receive payment for the
                  shares called for redemption but without interest.

                  F. The Board of Directors shall have the power to the extent
                  permitted by law, to determine the sources of the funds to
                  be used for redeeming such stock. However, the corporation
                  shall not exercise its rights to redeem if the corporation
                  is insolvent or would become insolvent as a result of such
                  redemption.

                  Section 4. Both common stock and the preferred stock shall be
issued for such consideration, but not less than the par value thereof, as
shall be fixed from time to time by the Board of Directors. In the absence of
fraud, the judgment of the Directors as to the value of any property or
services received in full or partial payment for shares shall be conclusive.
When shares are issued upon payment of the consideration fixed by the Board of
Directors, such shares shall be taken to be fully paid stock and shall be non
accessible.

                  Section 5. Except as provided by the Board of Directors, no
holder of any shares of stock of the corporation shall have any pre-emptive
right to purchase, subscribe before, or otherwise acquire any shares of stock
of the corporation of any class now or hereafter authorized, or any securities
exchangeable for or convertible into such shares, or any warrants or other
instruments evidencing rights or options to subscribe for, purchase, or
otherwise acquire such shares.

                  Section 6. The corporation shall have the power to create
and issue rights, warrants, or options entitling the 


                                     -6-


holder thereof to purchase from the corporation any share of the capital stock
of any class or classes, upon such terms and conditions and at such times and
prices as the Board of Directors may provide, which terms and conditions shall
be incorporated by an instrument or instruments evidencing such rights. In the
absence of fraud, the judgment of the Directors as to the adequacy of
consideration for the issuance of such rights or options and the sufficiency
thereof shall be conclusive.

                  Section 7. The number of shares of common stock authorized
to be issued shall be 1,000 shares. ARTICLE VII - MANAGEMENT: For the
management of the business, and for the conduct of the affairs of the
corporation, and for the future definition, limitation, and regulation of the
powers of the corporation and its directors and stockholders, it is further
provided:
                  Section 1. Size of Board. The initial number of the Board of
Directors shall be two (2). Thereafter, the number of directors shall be as
specified in the By-Laws of the corporation, and such number may from time to
time be increased or decreased in such manner as prescribed by the By-Laws.
Directors need not be stockholders.

                  Section 2.  Powers of Board.  In furtherance and not in 
limitation of the powers conferred by the laws of the State of Nevada, the
Board of Directors is expressly authorized and empowered:


                                     -7-


                  (a) To make, alter, amend, and repeal the By-Laws subject to
                  the power of the stockholders to alter or repeal the By-Laws
                  made by the Board of Directors; 

                  (b) Subject to the applicable provisions of the By-Laws then
                  in effect, to determine, from time to time, whether and to
                  what extent, and at what times and places, and under what
                  conditions and regulations, the accounts and books of the
                  corporation, or any of them, shall be open to stockholder
                  inspection. No stockholder shall have any right to inspect
                  any of the accounts, books or documents of the corporation,
                  except as permitted by law, unless and until authorized to
                  do so by resolution of the Board of Directors or of the
                  Stockholders of the Corporation;

                  (c) To authorize and issue, without stockholder consent,
                  obligations of the corporation, secured and unsecured, under
                  such terms and conditions as the Board, in its sole
                  discretion, may determine, and to pledge or mortgage, as
                  security therefore, any real or personal property of the
                  corporation, including after-acquired property;

                  (d) To determine whether any and, if so, what part, of the
                  earned surplus of the corporation shall be paid in dividends
                  to the stockholders, and to direct and determine other use
                  and disposition of any such earned surplus;


                                     -8-


                  (e) To fix, from time to time, the amount of the profits of
                  the corporation to be reserved as working capital or for any
                  other lawful purpose;

                  (f) To establish bonus, profit-sharing, stock option, or
                  other types of incentive compensation plans for the
                  employees, including officers and directors, of the
                  corporation, and to fix the amount of profits to be shared
                  or distributed, and to determine the persons to participate
                  in any such plans and the amount of their respective
                  participations.

                  (g) To designate, by resolution or resolutions passed by a
                  majority of the whole Board, one or more committees, each
                  consisting of two or more directors, which, to the extent
                  permitted by law and authorized by the resolution or the
                  By-Laws, shall have and may exercise the powers of the
                  Board;

                  (h) To provide for the reasonable compensation of its own
                  member by By-Laws, and to fix the terms and conditions upon
                  which such compensation will be paid;

                  (i) In addition to the powers and authority hereinbefore, or
                  by statute, expressly conferred upon it, the Board of
                  Directors may exercise all such powers and do all such acts
                  and things as may be exercised or done by the corporation,
                  subject nevertheless, to the provisions of the laws of the
                  State of Nevada, of these Articles of Incorporation, and of
                  the By-Laws of the corporation.


                                     -9-


                  Section 3. Interested Directors. No contract or transaction
between this corporation and any of its directors, or between this corporation
and any other corporation, firm association, or other legal entity shall be
invalidated by reason of the fact that the director of the corporation has a
direct or indirect interest, pecuniary or otherwise, in such corporation,
firm, association, or legal entity, or because the interested director was
present at the meeting of the Board of Directors which acted upon or in
reference to such contract or transaction, or because he participated in such
action, provided that: (1) the interest of each such director shall have been
disclosed to or known by the Board and a disinterested majority of the Board
shall have nonetheless ratified and approved such contract or transaction
(such interested director or directors may be counted in determining whether a
quorum is present for the meeting at which such ratification or approval is
given); or (2) the conditions of N.R.S. 78.140 are met. 

                  Section 4. Names and Resident Addresses. The names and post
office addresses of the first Board of Directors which shall consist of two
(2) persons, and who shall hold office until their successors are duly elected
and qualified, are as follows: 

                  NAMES                              RESIDENT ADDRESSES 
                  -----                              ------------------
                  W. J. EPPRECHT                     3470 Boulder Highway 
                                                     Las Vegas, NV

                  GARY HANNA                         3470 Boulder Highway
                                                     Las Vegas, NV

ARTICLE VIII - PLACE OF MEETING: CORPORATE BOOKS. Subject to the laws of the
State of Nevada, the stockholders and the 


                                     -10-


Directors shall have power to hold their meetings, and the Directors shall
have power to have an office or offices and to maintain the books of the
Corporation outside the State of Nevada, at such place or places as may from
time to time be designated in the By-Laws or by appropriate resolution.

ARTICLE IX - AMENDMENT OF ARTICLES. The provisions of these Articles of
Incorporation may be amended, altered or repealed from time to time to the
extent and in the manner prescribed by the laws of the State of Nevada, and
additional provisions authorized by such laws as are then in force may be
added. All rights herein conferred on the directors, officers and stockholders
are granted subject to this reservation.

ARTICLE X - INCORPORATORS: The names and addresses of the incorporators 
signing these Articles of Incorporation are as follows:


         NAMES                      POST OFFICE ADDRESSES
         -----                      ---------------------
         SHIRLEY WEBB               2002 Kamber Ct.
                                    Las Vegas, NV  89119

         DEBRA K. AMIGONE           2965 LaCanada St.
                                    Las Vegas, NV  89109

         MICHELINA MARROCELLI       4836 Knollwood Drive
                                    Las Vegas, NV  89117

ARTICLE XI - NON-ASSESSMENT. The capital stock of the corporation, after the
amount of the subscription price has been paid in money, property, or
services, as the Directors shall determine, shall not be subject to assessment
to pay the debts of the corporation, nor for any other purpose, and no stock
issued as fully paid up shall ever be assessable or assessed, and the 


                                     -11-

Articles of Incorporation shall not be amended in this particular period. The
Corporation shall have the power to redeem its stock.

ARTICLE XII - INDEMNIFICATION. The Corporation shall indemnify each of its
officers and directors whether or not at an office (that is executor,
administrator and heirs) against all reasonable expenses actually and
necessarily incurred by him, including but not limited to counsel fees and
judgment costs, in connection with the defense of any litigation, (including
any civil, criminal or administration action, suit or proceeding) to which he
may have been a party because he is or was a director or officer of the
corporation. He shall have no right to reimbursement, however, in relation to
manners in which he has been judged liable to the corporation for gross
negligence or willful misconduct in the performance of his duties. The right
to indemnification for expenses shall also apply to expenses of suits, which
are compromised or settled, if the court having jurisdiction over the action
shall approve such settlement. The foregoing right of indemnification shall
be, in addition to and not exclusive of, all of the rights of which the
directors or officers may be entitled.

ARTICLE XIII - SPECIAL PROVISION FOR PREFERRED STOCK VOTING RIGHTS.

                  Section 1. In the event that the directors of the
corporation do not declare a full quarterly dividend on the preferred shares
in at least one quarter for eight consecutive quarters, then at the beginning
of the quarter for the following 

                                     -12-


eight consecutive quarters in which the full quarterly dividend has not been
paid the holders of the preferred stock shall have the right to elect, by
cumulative voting, additional directors to the Board of Directors. These
directors shall be in addition to the directors which the holders of the
common stock shall elect, and shall have the same powers, privileges, rights
and duties as the directors elected by the common shareholders.

                  Such voting for directors shall be such that they shall
elect equal representation on the Board of Directors.

                  Section 2. For purposes of this Article full quarterly
dividend is defined as a dividend paid for one quarter equal to one quarter of
the amount necessary to pay 6% of the par value of each preferred share for a
year. Specifically, this amount shall be $1.50 per preferred share for the
quarter in which the dividend is paid. (The $1.50 = one quarter of $6.00,
which is the amount necessary to pay a full dividend on $100 par value
preferred shares in one year).

                  Section 3. It is the intent of this section that at least
one full quarterly dividend must be paid to the preferred shareholders if they
are not to have the right to elect additional directors in one specific
quarter out of each eight consecutive quarters regardless of the fact that
there may be a payment of less than a full quarterly dividend on the preferred
shares in any one or more of the eight consecutive quarters. Such payment of
less than full quarterly dividend in any one quarter shall not be added
together, or accumulated, in calculating whether a full quarterly dividend has
been paid, in 


                                     -13-


eight consecutive quarters, which shall be completely disregarded for purposes
of this article. Only if a full quarterly dividend is paid in one specific
quarter out of each eight consecutive quarters shall the preferred
shareholders not have the right to elect additional directors to the Board of
Directors.

                  Section 4. Immediately upon the conclusion of eight
consecutive quarters in which no full quarterly dividends have been paid, the
preferred shareholders or any one of them, shall have the right to call a
special meeting of the preferred shareholders for the purpose of electing two
additional directors. Fifty percent of the preferred shares shall represent a
quorum, and if the owners of fifty percent or more of the preferred shares are
present, either in person or by proxy, the election of the additional
directors may be accomplished and shall be valid. Immediately upon their
election, the additional directors shall have all the rights, privileges,
powers and duties as the directors elected by the common shareholders shall
possess. Such additional right to elect directors shall exist annually
thereafter in the preferred shareholders, unless such right shall be required
to be relinquished under the provisions of Paragraph 5 of this Article.

                  Section 5. If at any time after the preferred shareholders
have the right to elect additional directors to the Board of Directors by
reason of the non-payment of at least one full quarterly dividend in eight
consecutive quarters, the Board of Directors of the Corporation shall declare
a full quarterly dividend for the preferred shares for two consecutive
quarters, 


                                     -14-


then the preferred shareholders shall forfeit the right to elect the
additional directors. Immediately upon receipt of payment by the preferred
shareholders of the two consecutive quarterly dividends, the directors elected
by the preferred shareholders shall no longer be members of the Board of
Directors, and shall resign from the Board of Directors. If after two
consecutive full quarterly dividends are paid, and the directors elected by
the preferred shareholders are removed from the Board of Directors, a full
quarterly dividend is not paid at least once in eight consecutive quarters,
then the preferred shareholders shall have the right to elect additional
directors to the Board of Directors as specified in this Article. These
directors shall serve until such as two consecutive full quarterly dividends
are paid on the preferred shares. This sequence shall occur as long as these
Articles of Incorporation are in effect.

                  IN WITNESS WHEREOF, this Restatement of the Articles of
Incorporation and amendments are executed this 18th day of August, 1980.

                                                 /s/ Gary Hanna,
                                                 ------------------------------
                                                     GARY HANNA, PRESIDENT

                                                 /s/ W. J. Epprecht
                                                 ------------------------------
                                                     W. J. EPPRECHT, SECRETARY

STATE OF NEVADA     )
                    )  SS:
COUNTY OF CLARK     )

                  On this 18th day of August, 1980, personally appeared before
me, a Notary Public, GARY HANNA and W. J. EPPRECHT, known to be the President
and Secretary, respectively of HANNA-EPPRECHT DATSUN, INC., and acknowledged
to me that they executed the 


                                     -15-


foregoing Restated Articles of Incorporation of HANNA-EPPRECHT DATSUN, INC.

                                                     /s/ Patricia L. Groom
                                                     --------------------------
                                                         NOTARY PUBLIC
















                                     -16-




                           CERTIFICATE OF AMENDMENT

                                      TO

                           ARTICLES OF INCORPORATION

                                      OF
                     HANNA-EPPRECHT LAS VEGAS DATSUN, INC.

                  THE UNDERSIGNED, being the President and Secretary of
HANNA-EPPRECHT LAS VEGAS DATSUN, INC. hereby certify that by the unanimous
consent of the Directors of the Corporation (by a Resolution in Lieu of a
Directors Meeting dated the 15th day of August, 1980) and by the unanimous
consent of the Shareholders of all of the issued and outstanding shares of the
corporation (by a Resolution in Lieu of a Shareholders Meeting, dated the 15th
day of August, 1980) Article I of the Corporation's Articles of Incorporation
has been deleted and the following Amendment to the Corporation's Articles of
Incorporation has been approved as the new Article I of said Articles:
                  "That the name of the Corporation is:

                  HANNA-EPPRECHT DATSUN, INC.

DATED:  August 15, 1980
                                                   /s/ Gary Hanna,
                                                   ----------------------------
                                                       GARY HANNA, PRESIDENT

                                                  /s/ W. J. Epprecht
                                                  -----------------------------
                                                      W. J. EPPRECHT, SECRETARY

STATE OF NEVADA       )
                      )  SS:
COUNTY OF CLARK       )


                  On this 15th day of August, 1980, personally appeared before






                           CERTIFICATE OF AMENDMENT

                                      TO

                           ARTICLES OF INCORPORATION

                                      OF
                     EPPRECHT HANNA LAS VEGAS DATSUN, INC.

                  THE UNDERSIGNED, being the President and Secretary of
EPPRECHT HANNA LAS VEGAS DATSUN, INC. hereby certify that by the unanimous
consent of the Directors of the Corporation (by a Resolution in Lieu of a
Directors Meeting dated the 24th day of July, 1980) and by the unanimous
consent of the Shareholders of all of the issued and outstanding shares of the
corporation (by a Resolution in Lieu of a Shareholders Meeting, dated the 24th
day of July, 1980) Article I of the Corporation's Articles of Incorporation
has been deleted and the following Amendment to the Corporation's Articles of
Incorporation has been approved as the new Article I of said Articles:

                  "That the name of the Corporation is:

                  HANNA-EPPRECHT LAS VEGAS DATSUN, INC.

DATED:  July 24, 1980

                                                  /s/ Walter J. Epprecht
                                                  -----------------------------
                                                  WALTER J. EPPRECHT, Secretary

                                                  /s/ Gary Hanna,
                                                  -----------------------------
                                                      GARY HANNA, President






                           ARTICLES OF INCORPORATION

                                      OF

                     EPPRECHT HANNA LAS VEGAS DATSUN, INC.


KNOW ALL MEN BY THESE PRESENTS:

                  That we, the undersigned, have this day voluntarily
associated ourselves together for the purpose of forming a corporation under
and pursuant to the laws of the State of Nevada, and we do hereby certify
that: 

ARTICLE I - NAME: The exact name of this corporation is:

                     EPPRECHT HANNA LAS VEGAS DATSUN, INC.

ARTICLE II - PRINCIPLE OFFICE AND REGISTERED AGENT:

                  The principal office and place of business in the State of
Nevada of this corporation shall be located at 5606 So. Eastern Avenue, Las
Vegas, Nevada. The resident agent of the corporation is ROBERT E. CLARK
PROFESSIONAL CORPORATION, LTD., whose address is 5606 So. Eastern Avenue, Las
Vegas, Nevada. 

ARTICLE III - DURATION: The Corporation shall have perpetual existence. 

ARTICLE IV - PURPOSES: The purpose, object and nature of the business for 
which this corporation is organized are:

                  (a) To engage in any lawful activity,
                  (b) To carry on such business as may be necessary,
                  convenient, or desirable to accomplish the above purposes,
                  and to do all other things incidental thereto which are not
                  forbidden by law or by these Articles of Incorporation.




ARTICLE V - POWERS: The powers of the Corporation shall be those powers
granted by 78.060 and 78.070 of the Nevada Revised Statutes under which this
corporation is formed. In addition, the corporation shall have the following
specific powers:

                  (a) To elect or appoint officers and agents of the
                  corporation and to fix their compensation; 
                  
                  (b) To act as an agent for any individual, association, 
                  partnership, corporation or other legal entity; 

                  (c) To receive, acquire, hold, exercise rights arising out
                  of the ownership or possession thereof, sell, or otherwise
                  dispose of, shares or other interests in, or obligations of,
                  individuals, association, partnerships, corporations, or
                  governments;

                  (d) To receive, acquire, hold, pledge, transfer, or
                  otherwise dispose of shares of the corporation, but such
                  shares may only be purchased, directly or indirectly, out of
                  earned surplus;

                  (e) To make gifts or contributions for the public welfare or
                  for charitable, scientific or educational purposes, and in
                  time of war, to make donations in aid of war activities.

ARTICLE VI - CAPITAL STOCK:

                  Section 1. Authorized Shares. The total number of shares
                  which this corporation is authorized to issue is 2500 shares
                  of Common Stock of no par value. 


                                     -2-


                  Section 2. Voting Rights of Stockholders. Each holder of the
                  Common Stock shall be entitled to one vote for each share of
                  stock standing in his name on the books of the corporation.
                  At each election of directors, each holder of the Common
                  Stock shall have as many votes as the number of shares of
                  Common Stock owned by him multiplied by the number of
                  directors to be elected by the holders of the Common Stock.
                  These votes may be divided among the total number of
                  directors to be elected by the holders of Common Stock, or
                  distributed among any lesser number, in such proportion as
                  the holder may desire.

                  Section 3. Consideration for shares. The Common Stock shall
                  be issued for such consideration, as shall be fixed from
                  time to time by the Board of Directors. In the absence of
                  fraud, the judgment of the Directors as to the value of any
                  property or services received in full or partial payment for
                  shares shall be conclusive. When shares are issued upon
                  payment of the consideration fixed by the Board of
                  Directors, such shares shall be taken to be fully paid stock
                  and shall be non-assessable. The Articles shall not be
                  amended in this particular.

                  Section 4. Pre-emptive rights. Except as may otherwise be
                  provided by the Board of Directors, no holder of any shares
                  of the stock of the corporation, shall have any pre-emptive
                  rights to purchase, 


                                     -3-

                  subscribe for, or otherwise acquire any shares of stock of
                  the corporation of any class now or hereafter authorized, or
                  any securities exchangeable for or convertible into such
                  shares, or any warrants or other instruments evidencing
                  rights or options to subscribe for, purchase, or otherwise
                  acquire such shares.

                  Section 5: Stock Rights and Options. The Corporation shall
                  have the power to create and issue rights, warrants, or
                  options entitling the holders thereof to purchase from the
                  corporation any shares of its capital stock of any class or
                  classes, upon such terms and conditions and at such times
                  and prices as the Board of Directors may provide, which
                  terms and conditions shall be incorporated in an instrument
                  or instruments evidencing such rights. In the absence of
                  fraud, the judgment of the Directors as to the adequacy of
                  consideration for the issuance of such rights or options and
                  the sufficiency thereof shall be conclusive.

ARTICLE VII - MANAGEMENT: For the management of the business, and for the
conduct of the affairs of the corporation, and for the future definition,
limitation, and regulation of the powers of the corporation and its directors
and stockholders, it is further provided:

                  Section 1. Size of Board. The initial number of the Board of
                  Directors shall be two (2). Thereafter, the number of
                  directors shall be as specified in the By-


                                     -4-


                  Laws of the corporation, and such number may from time to
                  time be increased or decreased in such manner as prescribed
                  by the By-Laws. Directors need not be stockholders.

                  Section 2. Powers of Board. In furtherance and not in
                  limitation of the powers conferred by the laws of the State
                  of Nevada, the Board of Directors is expressly authorized
                  and empowered:

                           (a) To make, alter, amend, and repeal the By-Laws
                  subject to the power of the stockholders to alter or repeal
                  the By-Laws made by the Board of Directors;

                           (b) Subject to the applicable provisions of the
                  By-Laws then in effect, to determine, from time to time,
                  whether and to what extent, and at what times and places,
                  and under what conditions and regulations, the accounts and
                  books of the corporation, or any of them, shall be open to
                  stockholder inspection. No stockholder shall have any right
                  to inspect any of the accounts, books or documents of the
                  corporation, except as permitted by law, unless and until
                  authorized to do so by resolution of the Board of Directors
                  or of the Stockholders of the Corporation;

                           (c) To authorize and issue, without stockholder
                  consent, obligations of the Corporation, secured and
                  unsecured, under such terms and conditions as the Board, in
                  its sole discretion, may determine, and to pledge or
                  mortgage, as security therefore, any real or 


                                     -5-


                  personal property of the corporation, including
                  after-acquired property;

                           (d) To determine whether any and, if so, what part,
                  of the earned surplus of the corporation shall be paid in
                  dividends to the stockholders, and to direct and determine
                  other use and disposition of any such earned surplus;

                           (e) To fix, from time to time, the amount of the
                  profits of the corporation to be reserved as working capital
                  or for any other lawful purpose;

                           (f) To establish bonus, profit-sharing, stock
                  option, or other types of incentive compensation plans for
                  the employees, including officers and directors, of the
                  corporation, and to fix the amount of profits to be shared
                  or distributed, and to determine the persons to participate
                  in any such plans and the amount of their respective
                  participations.

                           (g) To designate, by resolution or resolutions
                  passed by a majority of the whole Board, one or more
                  committees, each consisting of two or more directors, which,
                  to the extent permitted by law and authorized by the
                  resolution or the By-Laws, shall have and may exercise the
                  powers of the Board;

                           (h) To provide for the reasonable compensation of
                  its own members by By-Law, and to fix the terms and
                  conditions upon which such compensation will be paid;


                                     -6-



                           (i) In addition to the powers and authority
                  hereinbefore, or by statute, expressly conferred upon it,
                  the Board of Directors may exercise all such powers and do
                  all such acts and things as may be exercised or done by the
                  corporation, subject, nevertheless, to the provisions of the
                  laws of the State of Nevada, of these Articles of
                  Incorporation, and of the By-Laws of the corporation.

                  Section 3. Interested Directors. No contract or transaction
                  between this corporation and any of its directors, or
                  between this corporation and any other corporation, firm
                  association, or other legal entity shall be invalidated by
                  reason of the fact that the director of the corporation has
                  a direct or indirect interest, pecuniary or otherwise, in
                  such corporation, firm, association, or legal entity, or
                  because the interested director was present at the meeting
                  of the Board of Directors which acted upon or in reference
                  to such contract or transaction, or because he participated
                  in such action, provided that: (1) the interest of each such
                  director shall have been disclosed to or known by the Board
                  and a disinterested majority of the Board shall have
                  nonetheless ratified and approved such contract or
                  transaction (such interested director or directors may be
                  counted in determining whether a quorum is present for the
                  meeting 


                                     -7-


                  at which such ratification or approval is given); or (2) the
                  conditions of N.R.S. 78.140 are met. 

                  Section 4. Names and Resident Addresses. The names and post
                  office addresses of the first Board of Directors which shall
                  consist of two (2) persons, and who shall hold office until
                  their successors are duly elected and qualified, are as 
                  follows: 

                  NAMES                       RESIDENT ADDRESSES 
                  -----                       ------------------
                  WALTER J. EPPRECHT          3470 Boulder Highway
                                              Las Vegas, NV

                  GARY HANNA                  3470 Boulder Highway
                                              Las Vegas, NV

ARTICLE VIII - PLACE OF MEETING: CORPORATE BOOKS. Subject to the laws of the
State of Nevada, the stockholders and the Directors shall have power to hold
their meetings, and the Directors shall have power to have an office or
offices and to maintain the books of the Corporation outside the State of
Nevada, at such place or places as may from time to time be designated in the
By-Laws or by appropriate resolution. 

ARTICLE IX - AMENDMENT OF ARTICLES. The provisions of these Articles of 
Incorporation may be amended, altered or repealed from time to time to the 
extent and in the manner prescribed by the laws of the State of Nevada, and 
additional provisions authorized by such laws as are then in force may be 
added. All rights herein conferred on the directors, officers and stockholders 
are granted subject to this reservation.


                                     -8-



ARTICLE X - INCORPORATORS: The names and addresses of the incorporators
signing these Articles of Incorporation are as follows:

                  NAMES                     RESIDENT ADDRESSES
                  -----                     ------------------
                  SHIRLEY WEBB              2002 Kamber Ct.
                                            Las Vegas, NV 89119

                  DEBRA K. AMIGONE          2965 LaCanada St.
                                            Las Vegas, NV 89109

                  MICHELINA MARROCELLI      4836 Knollwood Drive
                                            Las Vegas, NV 89117


                  IN WITNESS WHEREOF, the undersigned incorporators have
executed these Articles of Incorporation this 15th day of July, 1980.



                                                 /s/ Shirley Webb
                                                 -----------------------------
                                                 SHIRLEY WEBB


                                                 /s/ Debra K. Amigone
                                                 -----------------------------
                                                 DEBRA K. AMIGONE


                                                 /s/ Michelina Marrocelli
                                                 -----------------------------
                                                 MICHELINA MARROCELLI




                                     -9-



STATE OF NEVADA     )
                    )       ss:
COUNTY OF CLARK     )


                  On July 15, 1980, personally appeared before me, a Notary
Public, SHIRLEY WEBB, DEBRA K. AMIGONE AND MICHELINA MARROCELLI, who
acknowledged to me that they executed the foregoing Articles of Incorporation
for EPPREHT HANNA LAS VEGAS DATSUN, INC.


                                                      /s/ Patricia L. Groom
                                                     --------------------------
                                                           Notary Public






                                                                 EX-3.106

                                    BY-LAWS
                                       OF
                          HANNA-EPPRECHT DATSUN, INC.

                                   ARTICLE I
                                    OFFICES

         SECTION 1. Principal Office. The principal office of the Corporation
shall be located in the City of Las Vegas, County of Clark, Nevada.

         SECTION 2. Other Offices. In addition to the principal office at 5606
So. Eastern Ave., Las Vegas, Nevada, other offices may also be maintained at
such other place or places, either within or without the State of Nevada, as
may be designated from time to tine by the Board of Directors, where any and
all business of the Corporation may be transacted, and where meetings of the
stockholders and of the Directors may be held with the same effect as though
done or held at said principal office.

                                   ARTICLE II
                            MEETING OF STOCKHOLDERS

         SECTION 1. Annual Meetings. The annual meeting of the stockholders,
commencing with the year 1981, shall be held, at the principal office of the
Corporation at 5606 So. Eastern Ave., Las Vegas, Nevada, or at such other place
as may be specified or fixed in the notice of such meetings on the 15th day of
September, of each and every year at 10:00 o'clock in the A.M., for the
election of directors and for the transaction of such other business as may
properly come before said meeting. If the day fixed for the annual meeting
shall be a legal holiday, such



meeting shall be held on the next succeeding business day. If the election of
directors shall not be held on the day designated herein for any annual
meeting, or at the adjournment thereof, the Board of Directors shall cause the
election to be held at a meeting of the stockholders as soon thereafter as may
conveniently be had.

         SECTION 2. Notice of Annual Meeting. The Secretary shall mail, in the
manner provided in Section 5 of Article II of these By-Laws, or deliver a
written or printed notice of each annual meeting to each stockholder of record,
entitled to vote thereat, or may notify by telegram, as least ten and not more
than sixty days before the date of such meeting.

         SECTION 3. Place of Meeting. The Board of Directors may designate any
place either within or without the State of Nevada as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all stockholders may designate any place either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the Corporation
in the State of Nevada, except as otherwise provided in Section 6, Article II
of these By-Laws, entitled "Meeting of All Stockholders".

         SECTION 4. Special Meetings. Special meetings of the stockholders
shall be held at the principal office of the Corporation or at such other place
as shall be specified or fixed in a notice thereof. Such meetings of the
stockholders may be

                                      -2-


called at any time by the President or Secretary, or by a majority of the Board
of Directors then in office, and shall be called by the President with or
without Board approval on the written request of the holders of record of at
least fifty percent (50%) of the number of shares of the Corporation then
outstanding and entitled to vote, which written request shall state the object
of such meeting.

         SECTION 5. Notice of Meetings. Written or printed notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than sixty days before the date of the meeting, either
personally or by mail, by or at the direction of the President or the Secretary
to each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears on the records
of the Corporation, with postage prepaid.

         Any stockholder may at any time, by a duly signed statement in writing
to that effect, waive any statutory or other notice of any meeting, whether
such statement be signed before or after such meeting.

         SECTION 6. Meeting of All Stockholders. If all the stockholders shall
meet at any time and place, either within or without the State of Nevada, and
consent to the holding of the meeting at such time and place, such meeting
shall be valid

                                      -3-


without call or notice and at such meeting any corporate action may be taken.

         SECTION 7. Quorum. At all stockholder's meetings, the presence in
person or by proxy of the holders of a majority of the outstanding stock
entitled to vote shall be necessary to constitute a quorum for the transaction
of business, but a lesser number may adjourn to some future time not less than
seven nor more than twenty-one days later, and the Secretary shall thereupon
give at least three days notice by mail to each stockholder entitled to vote
who is absent from such meeting.

         SECTION 8. Mode of Voting. At all meetings of the stockholders the
voting may be voice vote, but any qualified voter may demand a stock vote
whereupon such stock vote shall be taken by ballot, each of which shall state
the name of the stockholder voting and the number of shares voted by him and,
if such ballot be cast by proxy, it shall also state the name of such proxy;
provided, however, that the mode of voting prescribed by statute for any
particular case shall be in such case followed.

         SECTION 9. Proxies. At any meeting of the stockholders, any
stockholder may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event any such instrument in writing shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or, if only one shall be present, then that one shall
have and may exercise all of the powers conferred by such written instrument
upon all of the persons so designated unless the instrument shall otherwise
provide. No such proxy shall be valid

                                      -4-


after the expiration of six months from the date of its execution, unless
coupled with an interest, or unless the person executing it specified therein
the length of time for which it is to continue in force, which in no case shall
exceed seven years from the date of its execution. Subject to the above, any
proxy duly executed is not revoked and continues in full force and effect until
an instrument revoking it or a duly executed proxy bearing a later date is
filed with the secretary of the Corporation. At no time shall any proxy be
valid which shall be filed less than ten hours before the commencement of the
meeting.

         SECTION 10. Voting Lists. The officer or agent in charge of the
transfer books for shares of the corporation shall make, at least three days
before each meeting of stockholders, a complete list of the stockholders
entitled to vote at such meeting, arranged in alphabetical order with the
number of shares held by each, which list for a period of two days prior to
such meeting shall be kept on file at the registered office of the corporation
and shall be subject to inspection by any stockholder at any time during the
whole time of the meeting. The original share ledger or transfer book, or
duplicate thereof, kept in this state, shall be prima facie evidence as to who
are the stockholders entitled to examine such list or share ledger or transfer
book or to vote at any meeting of stockholders.

         SECTION 11. Closing Transfer Books or Fixing of Record Date. For the
purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the Corporation may provide
that the stock transfer

                                      -5-


books be closed for a stated period but not to exceed in any case sixty (60)
days before such determination. If the stock transfer books be closed for the
purpose of determining stockholders entitled to notice of a meeting of
stockholders, such books shall be closed for at least fifteen days immediately
preceding such meeting. In lieu of closing the stock transfer books, the Board
of Directors may fix in advance a date in any case to be not more than sixty
(60) days, nor less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for determination of stockholders entitled to notice of a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determinations of shareholders.

         SECTION 12. Voting of Shares. Subject to the provisions of Section 14
of this Article, each outstanding share entitled to vote shall be entitled to
one vote upon each matter submitted to vote at a meeting of stockholders.

         SECTION 13. Voting of Shares by Certain Holders. Shares standing in
the name of another corporation, domestic or foreign, may be voted by such
officer, agent or proxy as the By-Laws of such corporation may prescribe, or,
in the absence of such provisions, as the Board of Directors of such
corporation may determine.

                                      -6-


         Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary
either in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.

         Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate order of the court at which such receiver was
appointed.

         A stockholder whose shares are pledged shall be entitled to vote such
shares until shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

         Shares of its own stock belonging to this corporation shall not be
voted, directly or indirectly, at any meeting and shall not be counted in
determining the total number of outstanding shares at any time, but shares of
its own stock held by it in a fiduciary capacity may be voted and shall be
counted in determining the total number of outstanding shares at any given
time.

         SECTION 14. Cumulative Voting. Directors shall be elected by a
plurality vote. At each election for directors, every stockholder entitled to
vote at such election shall have the

                                      -7-


right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected and for whose election he has
a right to vote, or to cumulate his vote by giving one candidate as many votes
as the number of such directors multiplied by the number of his shares equal,
or by distributing such votes on the same principle among any number of
candidates, and directors of this corporation shall not be elected otherwise.

         SECTION 15. Informal Action by Stockholders. Any action required to be
taken at a meeting of the stockholders or any other action which may be taken
at a meeting of the stockholders except the election of directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof.

                                  ARTICLE III
                                   DIRECTORS

         SECTION 1. General Powers. The Board of Directors shall have the
control and general management of the affairs and business of the Corporation.
Such directors shall in all cases act as a Board, regularly convened, by a
majority, and they may adopt such rules and regulations for the conduct of
their meetings and the management of the Corporation, as they may deem proper,
not inconsistent with these By-Laws, the Articles of Incorporation and the laws
of the State of Nevada. The Board of Directors shall further have the right to
delegate certain other powers to the Executive Committee as provided in these
By-Laws.

                                      -8-


         SECTION 2. The Number of Directors. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of two (2)
member(s), at least one of whom shall be a citizen of the United States, and
all of whom shall be of full age.

         SECTION 3. Election. The Directors of the Corporation shall be elected
at the annual meeting of the stockholders, except as hereinafter otherwise
provided for the filling of vacancies. Each director shall hold office for a
term of one year and until his successor shall have been duly chosen and shall
have qualified, or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.

         SECTION 4. Vacancies in the Board. Any vacancy in the Board of
Directors occurring during the year through death, resignation, removal or
other cause, including vacancies caused by an increase in the number of
directors, shall be filled for the unexpired portion they constitute a quorum,
at any special meeting of the Board called for that purpose, or at any regular
meeting thereof; provided, however, that in the event the remaining directors
do not represent a quorum of the number set forth in Section 2 hereof, a
majority of such remaining directors may elect directors to fill any vacancies
then existing.

         SECTION 5. Directors Meetings. Annual meeting of the Board of
Directors shall be held each year immediately following the annual meeting of
the stockholders. Other regular meetings of the Board of Directors shall from
time to time by resolution be

                                      -9-


prescribed. No further notice of such annual or regular meeting of the Board of
Directors need be given.

         SECTION 6. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the State of
Nevada, as the place for holding any special meeting of the Board of Directors
called by them.

         SECTION 7. Notice. Notice of any special meeting shall be given at
least twenty-four hours previous thereto by written notice if personally
delivered, or five days previous thereto if mailed to each director at his
business address, or by telegram. If mailed, such notice shall be deemed to
have been delivered when deposited in the United States mail so addressed, with
postage thereon prepaid. If notice is given by telegram, such notice shall be
deemed to be delivered when the telegram is delivered to the telegraph company.
Any director may waive notice of any meeting. The attendance of a director at
any meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened.

         SECTION 8. Chairman. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
directors present shall choose by majority vote a director to preside as
Chairman.

                                     -10-


         SECTION 9. Quorum and Manner of Acting. A majority of the d4rectors,
whose number is designated in Section 2 herein, shall constitute a quorum for
the transaction of business at any meeting and the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum, the majority of the
directors present may adjourn any meeting from time to time until a quorum be
had. Notice of any adjourned meeting need not be given. The directors shall act
only as a Board and the individual directors shall have no power as such.

         SECTION 10. Removal of Directors. Any one or more of the directors may
be removed either with or without cause at any time by the vote or written
consent of the stockholders representing not less than two-thirds of the issued
and outstanding capital stock entitled to voting power.

         SECTION 11. Voting. At all meetings of the Board of Directors, each
director is to have one vote, irrespective of the number of shares of stock
that he may hold.

         SECTION 12. Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any of attendance at each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary of directors. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.

         SECTION 13. Presumption of Assent. A director of the Corporation who
is present at a meeting of the Board of Directors

                                     -11-


at which action on any corporate matter is taken, shall be conclusively
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by certified or
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.

                                   ARTICLE IV
                              EXECUTIVE COMMITTEE

         SECTION 1. Number and Election. The Board of Directors may, in its
discretion, appoint from its membership an Executive Committee of two or more
directors, each to serve at the pleasure of the Board of Directors.

         SECTION 2. Authority. The Executive Committee is authorized to take
any action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance of
shares of capital stock, to amend the By-Laws, or to take any action
specifically prohibited by the By-Laws, or a resolution of the Board of
Directors. Any authorized action taken by the Executive Committee shall be as
effective as if it had been taken by the full Board of Directors.

         SECTION 3. Regular Meetings. Regular meetings of the Executive
Committee may be held within or without the State of

                                     -12-


Nevada at such time and place as the Executive Committee may provide from time
to time.

         SECTION 4. Special Meetings. Special meetings of the Executive
Committee may be called by or at the request of the President or any member of
the Executive Committee.

         SECTION 5. Notice. Notice of any special meeting shall be given at
least one day previous thereto by written notice, telephone, telegram or in
person. Neither the business to be transacted at, nor the purpose of a regular
or special meeting of the Executive Committee need be specified in the notice
or waiver of notice of such meeting. A member may waive notice of any meeting
of the Executive Committee. The attendance of a member at any meeting shall
constitute a waiver of notice of such meeting, except where a member attends a
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.

         SECTION 6. Quorum. A majority of the members of the Executive
Committee shall constitute a quorum for the transaction of business at any
meeting of the Executive Committee; provided that if fewer than a majority of
the members are present at said meeting a majority of the members present may
adjourn the meeting from time to time without further notice.

         SECTION 7. Manner of Acting. The act of the majority of the members
present at a meeting at which a quorum is present shall be the act of the
Executive Committee, and said Committee shall keep regular minutes of its
proceedings which shall at all times be open for inspection by the Board of
Directors.

                                     -13-


         SECTION 8. Presumption of Assent. A member of the Executive Committee
who is present at a meeting of the Executive Committee at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as secretary of the meeting before the adjournment thereof, or
shall forward such dissent by certified or registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a member of the Executive Committee who voted in
favor of such action.

                                   ARTICLE V
OFFICERS

         SECTION 1. Number. The officers of the corporation shall be a
President, a Vice President, a Treasurer and a Secretary and such other or
subordinate officers as the Board of Directors may from time to time elect. One
person may hold the office and perform the duties of one or more of said
officers, except those of President and Secretary. No officer need be a member
of the Board of Directors.

         SECTION 2. Election, Term of Office, Qualifications. The officers of
the Corporation shall be chosen by the Board of Directors and they shall be
elected annually at the meeting of the Board of Directors held immediately
after each annual meeting of the stockholders except as hereinafter otherwise
provided for filling vacancies. Each officer shall hold his office until his

                                     -14-


successor shall have been duly chosen and shall have qualified, or until his
death, or until he shall resign or shall have been removed in the manner
hereinafter provided.

         SECTION 3. Removal. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors at any time
whenever in its judgment the best interests of the Corporation would be served
thereby, and such removal shall be without prejudice to the contract rights, if
any, of the person so removed.

         SECTION 4. Vacancies. All vacancies in any office shall be filled by
the Board of Directors without undue delay, at any regular meeting, or at a
meeting specially called for that purpose.

         SECTION 5. The President. The President shall be the chief executive
officer of the corporation and shall have general supervision over the business
of the corporation and over its several officers, subject, however, to the
control of the Board of Directors. He may sign, with the Treasurer or with the
Secretary or any other proper officer of the Corporation thereunto authorized
by the Board of Directors, certificates for shares of the capital stock of the
Corporation; may sign and execute in the name of the Corporation deeds,
mortgages, bonds, contracts or other instruments authorized by the Board of
Directors, except in cases where the signing and execution thereof shall be
expressly delegated by the Board of Directors or by these By-Laws to some other
officer or agent of the Corporation; and in general shall perform all duties
incident to

                                     -15-


the duties of the President, and such other duties as from time to time may be
assigned to him by the Board of Directors.

         SECTION 6. Vice President. The Vice President shall in the absence or
incapacity of the President, or as ordered by the Board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.

         SECTION 7. Treasurer. The Treasurer shall have the care and custody of
all the funds and securities of the Corporation and deposit the same in the
name of the Corporation in such bank or trust company as the Board of Directors
may designate; he may sign or countersign all checks, drafts and orders for the
payment of money and may pay out and dispose of same under the direction of the
Board of Directors, and may sign or countersign all notes or other obligations
of indebtedness of the Corporation; he may sign with the President or Vice
President, certificates for shares of stock of the Corporation; he shall at all
reasonable times exhibit the books and accounts to any director or stockholder
of the Corporation under application at the office of the company during
business hours; and he shall, in general, perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors. The
Board of Directors may at its discretion require of each officer authorized to
disburse the funds of the Corporation a bond in such amount as it may deem
adequate.

         SECTION 8. Secretary. The Secretary shall keep the minutes of the
meetings of the Board of Directors and also the minutes of

                                     -16-


the meetings of the stockholders; he shall attend to the giving and serving of
all notices of the Corporation and shall affix the seal of the Corporation to
all certificates of stock, when signed and countersigned by the duly authorized
officers; he may sign certificates for shares of stock of the Corporation; he
may sign or countersign all checks, drafts and orders for the payment of money;
he shall have charge of the certificate book and such other books and papers as
the Board may direct; he shall keep a stock book containing the names,
alphabetically arranged, of all persons who are stockholders of the
Corporation, showing their places of residence, the number of shares of stock
held by them respectively, the time when they respectively became the owners
thereof, and the amount paid thereof; and he shall, in general, perform all
duties incident to the office of Secretary and such other duties as from time
to time may be assigned to him by the President or by the Board of Directors.

         SECTION 9. Other Officers. The Board of Directors may authorize and
empower other persons or other officers appointed by it to perform the duties
and functions of the officers specifically designated above by special
resolution in each case.

         SECTION 10. Assistant Treasurers and Assistant Secretaries. The
Assistant Treasurers shall respectively, as may be required by the Board of
Directors, give bonds for the faithful discharge of their duties, in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries as thereunto authorized by the Board of Directors may sign with the
President or Vice President certificates for shares of the

                                     -17-


capital stock of the Corporation, the issue of which shall have been authorized
by resolution of the Board of Directors. The Assistant Treasurers and Assistant
Secretaries shall, in general, perform such duties as may be assigned to them
by the Treasurer or the Secretary respectively, or by the President or by the
Board of Directors.

                                   ARTICLE VI
                    INDENTFICATION OF OFFICERS AND DIRECTORS

         Except as hereinafter stated otherwise, the Corporation shall
indemnify all of its officers and directors, past, present and future, against
any and all expenses incurred by them, and each of them including but not
limited to legal fees, judgments and penalties which may be incurred, rendered
or levied in any legal action brought against any or all of them for or on
account of any act or omission alleged to have been committed while acting
within the scope of their duties as officer or directors of this Corporation.

                                  ARTICLE VII
                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

         SECTION 1. Contracts. The Board of Directors may authorize any officer
or officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

         SECTION 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by the Board of Directors or

                                     -18-


approved by a loan committee appointed by the Board of Directors and charged
with the duty of supervising investments. Such authority may be general or
confined to specific instances.

         SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or agents
of the Corporation and in such manner as shall from time to time be determined
by resolutions of the Board of Directors.

         SECTION 4. Deposits. All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.

                                  ARTICLE VIII
                                 CAPITAL STOCK

         SECTION 1. Certificates for Shares. Certificates for shares of stock
of the Corporation shall be in such form as shall be approved by the
incorporators or by the Board of Directors. The certificates shall be numbered
in the order of their issue, shall be signed by the President or the Vice
President and by the Secretary or the Treasurer, or by such other person or
officer as may be designated by the Board of Directors; provided, however, that
no certificates shall be both signed and countersigned by the same person; and
the seal of the Corporation shall be affixed thereto, which said signatures of
the said duly designated officers and of the seal of the Corporation. Every
certificate authenticated by a facsimile of such signatures and seal must be

                                     -19-


countersigned by a Transfer Agent to be appointed by the Board of Directors,
before issuance.

         SECTION 2. Transfer of Stock. Shares of the stock of the Corporation
may be transferred by the delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the
Corporation, signed by the person appearing by the certificate to the owner of
the shares represented thereby, together with all necessary federal and state
transfer tax stamps affixed and shall be transferable on the books of the
Corporation upon surrender thereof so signed or endorsed. The person registered
on the books of the Corporation as the owner of any shares of stock shall be
entitled to all the rights of ownership with respect to such shares.

         SECTION 3. Regulations. The Board of Directors may make such rules and
regulations as it may deem expedient not inconsistent with the By-Laws or with
the Articles of Incorporation, concerning the issue, transfer and registration
of certificates for shares of stock of the Corporation. It may appoint a
transfer agent or a registrar of transfers, or both, and it may require all
certificates to bear the signature of either or both.

         SECTION 4. Lost Certificates. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the

                                     -20-


certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum, as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate
alleged to have been lost or destroyed.

                                   ARTICLE IX
                                   DIVIDENDS

         SECTION 1. The Corporation shall be entitled to treat the holder of
any share or shares of stock as the holder in fact thereof and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as expressly provided by the laws of
Nevada.

         SECTION 2. Dividends on the capital stock of the Corporation, subject
to the provisions of the Articles of Incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.

         SECTION 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen days preceding the date fixed for
holding any meeting, annual or

                                     -21-


special of the stockholders, or the day appointed for the payment of a
dividend.

         SECTION 4. Before payment of any dividend or making any distribution
of profits, there may be set aside out of funds of the Corporation available
for dividends, such sum or sums as the directors may from time to time, in
their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the Corporation, or for any such other purpose as the directors
shall think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

                                   ARTICLE X
                                      SEAL

         The Board of Directors shall provide a Corporate seal which shall be
in the form of a Circle and shall bear the full name of the Corporation, the
year of its incorporation and the words "Corporate Seal, State of Nevada".

                                  ARTICLE XI
                                  FISCAL YEAR

         The fiscal year of the Corporation shall end on the 31st day of August
of each year.

                                  ARTICLE XII
                                WAIVER OF NOTICE

         Whenever any notice whatever is required to be given under the
provisions of these By-Laws, or under the laws of the State of Nevada, or under
the provisions of the Articles of

                                     -22-


Incorporation, a waiver in writing signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.

                                  ARTICLE XIII
                                   AMENDMENTS

         These By-Laws may be altered, amended or repeated and new By-Laws may
be adopted at any regular or special meeting of the Stockholders by a vote of
the stockholders owning a majority of the shares and entitled to vote thereat.
These By-Laws may also be altered, amended or repealed and new By-Laws may be
adopted at any regular or special meeting of the Board of Directors of the
Corporation (if notice of such alteration or repeal be contained in the notice
of such special meeting) by a majority vote of the directors present at the
meeting at which a quorum is present, but any such amendment shall not be
inconsistent with or contrary to the provision of any amendment adopted by the
stockholders.

         KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the
Secretary of HANNA-EPPRECHT DATSUN, INC., a Nevada Corporation hereby
acknowledges that the above and foregoing By-Laws were duly adopted as the
By-Laws of said Corporation on the 10th day of October, 1980.

         IN WITNESS WHEREOF, I hereunto subscribed my name this 10th day of
October, 1980.

                                            /s/
                                            ----------------------------------
                                            Secretary

                                     -23-


                                                                      EX 3.107



                         CERTIFICATE OF INCORPORATION

                                      OF

                                UAG EAST, INC.



         FIRST:   The name of the corporation is UAG East, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
The Corporation Trust Company.

         THIRD: the purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.

         SEVENTH: 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 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 provision shall not adversely
affect any right or protection of a director of the corporation existing at
the time of such repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware.
All rights herein conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, Esq. whose mailing
address is 2700 International Tower, Peachtree Center, 229 Peachtree Street,
N.E., Atlanta, Georgia 30303, County of Fulton.

         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, 



                                     -2-


do make, file and record this Certificate of Incorporation and, accordingly,
have hereto set my hand this 3rd day of March, 1997.

                                                     /s/  David G. Thunhorst
                                                     --------------------------
                                                          David G. Thunhorst




                                     -3-

                                                                      EX 3.109



                         CERTIFICATE OF INCORPORATION

                                      OF

                            AMITY AUTO PLAZA, LTD.


               Under Section 402 of the Business Corporation Law

















FILER:

  Alan Richards
  100 Ring Road West
  Garden City, NY 11530





                         CERTIFICATE OF INCORPORATION

                                      OF

                            AMITY AUTO PLAZA, LTD.

               Under Section 402 of the Business Corporation Law



         The undersigned, a natural person of the age of eighteen years or
over, desiring to form a corporation pursuant to the provisions of the
Business Corporation Law of the State of New York, hereby certifies as
follows:

                  FIRST:  The name of the corporation is

                            AMITY AUTO PLAZA, LTD.

hereinafter sometimes called "the corporation."

                  SECOND:  The purpose for which it is formed is as follows:

         The purpose for which this corporation is organized is to engage in
any lawful act or activity for which corporations may be formed under the
Business Corporation Law provided that the corporation is not formed to engage
in any act or activity which requires the consent or approval of any state
official, department, board, agency or other body, without such consent or
approval first being obtained.

         To buy and sell, manufacture and distribute, lease and otherwise deal
in at wholesale and retail, new and used automobiles, vehicles, trucks,
tractors, trailers, machinery, implements, equipment, accessories, and parts,
and to render services in connection with the same.

         For the accomplishment of the aforesaid purposes, and in furtherance
thereof, the corporation shall have and may exercise all of the powers
conferred by the Business Corporation Law upon corporations formed thereunder,
subject to any limitations 



contained in Article 2 of said law or in accordance with the provisions of any
other statute of the State of New York.

         THIRD: The office of the corporation in the State of New York is to
be located in the County of Suffolk.

         FOURTH: the aggregate number of shares which the corporation shall
have the authority to issue is 200, no par value.

         FIFTH: The Secretary of State is designated as the agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him is 200 Sunrise Highway, Amityville, NY
11701.
         IN WITNESS WHEREOF I hereunto sign my name and affirm that statements
made herein are true under the penalties of perjury this 23rd day of November,
1988.

Incorporator:                       /S/ Linda Pellitier

Address:                            Linda Pellitier
                                    283 Washington Avenue
                                    Albany, New York 12206


                                     -2-



                                                                 EX-3.110

                                    BY-LAWS

                                       OF

                             AMITY AUTO PLAZA, LTD.

                       ARTICLE I. SHAREHOLDERS' MEETING

SECTION 1 - ANNUAL MEETING.

         The annual meeting of the shareholders shall be held within five
months after the close of the fiscal year of the Corporation, for the purpose
of electing directors, and transacting such other business as may properly come
before the meeting.

SECTION 2 - SPECIAL MEETINGS.

         Special meetings of the shareholders may be called at any time by the
Board of Directors or by the President or the Secretary at the written request
of the holders of fifty per cent (50%) of the shares then outstanding and
entitled to vote thereat, or as otherwise required under the provisions of the
Business Corporation Law.

SECTION 3 - PLACE OF MEETINGS.

         All meetings of shareholders shall be held at the principal office of
the Corporation, or at such other places within or without the State of New
York as shall be designated in the notices or waivers of notice of such
meetings.

SECTION 4 - NOTICE OF MEETINGS.

         (a) Written notice of each meeting of shareholders, whether annual or
special, stating the time when and place where it is to be held, shall be
served either personally or by mail, not less than ten or more than fifty days
before the meeting, upon each shareholder of record entitled to vote at such
meeting, and to any other shareholder to whom the giving of notice may be
required by law. Notice of a special meeting shall also state the purpose or
purposes for which the meeting is called, and shall indicate that it is being
issued by, or at the direction of, the person or persons calling the meeting.
If, at any meeting, action is proposed to be taken that would, if taken,
entitle shareholders to receive payment for their shares pursuant to the
Business Corporation Law, the notice of such meeting shall include a statement
of that purpose and to that effect. If mailed, such notice shall be directed to
each such shareholder at his address, as it appears on the records of the
shareholders of the Corporation, unless he shall have previously filed with the
Secretary of the Corporation a written request that notices intended for him be
mailed to some other address, in which case, it shall be mailed to the address
designated in such request.

                                     BL 1


         (b) Notice of any meeting need not be given to any person who may
become a shareholder of record after the mailing of such notice and prior to
the meeting, or to any shareholder who attends such meeting, in person or by
proxy, or to any shareholder who, in person or by proxy, submits a signed
waiver of notice either before or after such meeting. Notice of any adjourned
meeting of shareholders need not be given, unless otherwise required by
statute.

SECTION 5 - QUORUM:

         (a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

         (b) Despite the absence of a quorum at any annual or special meeting
of shareholders, the shareholders, by a majority of the votes cast by the
holders of shares entitled to vote thereon, may adjourn the meeting. At any
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called
if a quorum had been present.

SECTION 6 - VOTING:

         (a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon.

         (b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.

         (c) Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authroized in
writing. No proxy shall be valid after the expiration of eleven

                                     BL 2


months from the date of its execution, unless the persons executing it shall
have specified therein the length of time it is to continue in force. Such
instrument shall be exhibited to the Secretary at the meeting and shall be
filed with the records of the Corporation.

         (d) Any resolution in writing, signed by all of the shareholders
entitled to vote thereon, shall be and constitute action by such shareholders
to the effect therein expressed, with the same force and effect as if the same
had been duly passed by unanimous vote at a duly called meeting of shareholders
and such resolution so signed shall be inserted in the Minute Book of the
Corporation under its proper date.

                                     BL 3


                             ARTICLE II. DIRECTORS

SECTION 1 - NUMBER.

         The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by the Board of
Directors. The number of the directors of The Corporation shall be one (1)
unless and until otherwise determined by vote of a majority of the entire Board
of Directors. The number of Directors shall not be less than three, unless all
of the outstanding shares are owned beneficially and of record by less than
three shareholders, in which event the number of directors shall not be less
than the number of shareholders.

SECTION 2 - HOW ELECTED.

         At the annual meeting shareholders, the persons duly elected by the
votes cast at the election held thereat shall become the directors for the
ensuing year.

SECTION 3 - TERM OF OFFICE.

         The term of office of each of the directors shall be until the next
annual meeting of shareholders and thereafter until a successor has been
elected and qualified.

SECTION 4 - DUTIES OF DIRECTORS.

         The Board of Directors shall have the control and general management
of the affairs and business of the Corporation unless otherwise provided in the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and
the Laws of the State of New York.

SECTION 5 - DIRECTORS' MEETINGS.

         Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of
Directors may be called by the President at any time and must be called by the
President or the Secretary upon the written request of two Directors.

                                     BL 4


SECTION 6 - NOTICE OF SPECIAL MEETINGS.

         Notice of special meetings of the Board of Directors shall be served
personally or by mail addressed to each Director at his last known address no
less than five or more than twenty days prior to the date of such meeting. The
notice of such meeting shall contain a statement of the business to be
transacted thereat. No business other than that specified in the call for the
meeting shall be transacted at any such special meeting. Notice of special
meeting may be waived by any Director by written waiver or by personal
attendance thereat without protest of lack of notice to him.

SECTION 7 - QUORUM.

         At any meeting of the Board of Directors, except as otherwise provided
by the Certificate of Incorporation, or by these By-Laws, a majority of the
Board of Directors shall constitute a quorum. However, a lesser number when not
constituting a quorum may adjourn the meeting from time to time until a quorum
shall be present or represented.

SECTION 8 - VOTING.

         Except as otherwise provided by statute, or by the Certificate of
Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Any resolution in writing, signed by all of the directors entitled to vote
thereon, shall be and constitute action by such directors to the effect therein
expressed, with the same force and effect as if the same had been duly passed
by unanimous vote at a duly called meeting of directors and such resolution so
signed shall be inserted in the Minute Book of the Corporation under its proper
date.

SECTION 9 - VACANCIES.

         Unless otherwise provided in the Certificate of Incorporation,
vacancies in the Board of Directors occurring between annual meetings of the
shareholders shall be filled for the unexpired portion of the term by a
majority vote of the remaining Directors, even though less than a quorum
exists.

SECTION 10 - REMOVAL OF DIRECTORS.

         Any or all of the directors may be removed, either with or without
cause at any time by a vote of the shareholders at any meeting called for such
purpose.

                                     BL 5


SECTION 11 - RESIGNATION.

         Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.

SECTION 12 - SALARY.

         No stated salary shall be paid to directors, as such, for their
services, but by resolution of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board; provided, however, that nothing herein contained shall be
construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.

SECTION 13 - CONTRACTS.

         (a) No contract or other transaction between this Corporation and any
other Corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of the
directors of this Corporation is or are interested in, or is a director or
officer, or are directors or officer of such other Corporation, provided that
such facts are disclosed or made known to the Board of Directors.

         (b) Any director, personally and individually, may be interested in
any contract or transaction of this Corporation, and no director shall be
liable in any way by reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be
counted in determining the presence of a quorum at such meeting. This Section
shall not be construed to impair or invalidate or in any way affect any
contract or other transaction which would otherwise be valid under the law
(common, statutory or otherwise) applicable thereto.

SECTION 14 - COMMITTEES.

         The Board of Directors, by resolution adopted by a majority of the
entire Board, may from time to time designate from among its members an
executive committee and such other committees, and alternate members thereof,
as they deem desireable, each consisting of three or more members, with such
powers and authority (to the extent permitted by law) as may be

                                     BL 6


provided in such resolution. Each such committee shall serve at the pleasure of
the Board.

                                     BL 7


                                  ARTICLE III.

                                    OFFICERS

SECTION 1 - NUMBER OF OFFICERS.

         (a) The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of
the Board of Directors may be, but is not required to be, a director of the
Corporation. Any officer may hold more than one office, except the same person
may not hold the office of President and Secretary.

SECTION 2 - ELECTION OF OFFICERS.

         Officers of the Corporation shall be elected at the first meeting of
the Board of Directors. Thereafter, and unless otherwise provided in the
Certificate of Incorporation, the officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
annual meeting of shareholders and shall hold office for one year and until
their successors have been duly elected and qualified.

SECTION 3 - REMOVAL OF OFFICERS.

         Any officer elected by the Board of Directors may be removed, with or
without cause, and a successor elected, by vote of the Board of Directors,
regularly convened at a regular or special meeting. Any officer elected by the
shareholders may be removed, with or without cause, and a successor elected, by
vote of the shareholders, regularly convened at an annual or special meeting.

SECTION 4 - PRESIDENT.

         The President shall be the chief executive officer of the Corporation
and shall have general charge of the business, affairs and property thereof,
subject to direction of the Board of Directors, and shall have general
supervision over its officers and agents. He shall, if present, preside at all
meetings of the Board of Directors in the absence of a Chairman of the Board
and at all meetings of shareholders. He may do and perform all acts incident to
the office of President.

SECTION 5 - VICE-PRESIDENT.

         In the absence of or inability of the President to act, the
Vice-President shall perform the duties and exercise the powers of the
President and shall perform such other functions as the Board of Directors may
from time to time prescribe.

                                     BL 8


SECTION 6 - SECRETARY.

         The Secretary shall:

         (a) Keep the minutes of the meetings of the Board of Directors and of
the shareholders in appropriate books.

         (b) Give and serve all notice of all meetings of the Corporation.

         (c) Be custodian of the records and of the seal of the Corporation and
affix the latter to such instruments or documents as may be authorized by the
Board of Directors.

         (d) Keep the shareholder records in such a manner as to show at any
time the amount of shares, the manner and the time the same was paid for, the
names of the owners thereof alphabetically arranged and their respective places
of residence, or their Post Office addresses, the number of shares owned by
each of them and the time at which each person became owner, and keep such
shareholder records available daily during the usual business hours at the
office of the Corporation subject to the inspection of any person duly
authorized, as prescribed by law.

         (e) Do and perform all other duties incident to the office of
Secretary.

SECTION 7 - TREASURER.

         The Treasurer shall:

         (a) Have the care and custody of and be responsible for all of the
funds and securities of the Corporation and deposit of such funds in the name
and to the credit of the Corporation in such a bank and safe deposit vaults as
the Directors may designate.

         (b) Exhibit at all reasonable times his books and accounts to any
Director or shareholder of the Corporation upon application at the office of
the Corporation during business hours.

         (c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon to
do so, and a full report at the annual meeting of shareholders. He shall keep
at the office of the Corporation correct books of account of all of its
business and transactions and such books of account as the Board of Directors
may require. He shall do and perform all other duties incident to the office of
Treasurer.

                                     BL 9


SECTION 8 - DUTIES OF OFFICERS MAY BE DELEGATED.

         In the case of the absence of any officer of the Corporation, or for
any reason the Board may deem sufficient, the Board may, except as otherwise
provided in these By-Laws, delegate the powers or duties of such officers to
any other officer or any Director for the time being, provided a majority of
the entire Board concur therein.

SECTION 9 - VACANCIES - HOW FILLED.

         Should any vacancy in any office occur by death, resignation or
otherwise, the same shall be filled, without undue delay, by the Board of
Directors at its next regular meeting or at a special meeting called for that
purpose, except as otherwise provided in the Certificate of Incorporation.

SECTION 10 - COMPENSATION OF OFFICERS.

         The officers shall receive such salary or compensation as may be fixed
and determined by the Board of Directors, except as otherwise provided in the
certificate of Incorporation.

                                     BL 10


                                  ARTICLE IV.

                        CERTIFICATES REPRESENTING SHARES

SECTION 1 - ISSUE OF CERTIFICATES REPRESENTING SHARES.

         The President shall cause to be issued to each shareholder one or more
certificates, under the seal of the Corporation, signed by the President (or
Vice-President) and the Treasurer (or Secretary) certifying the number of
shares owned by him in the Corporation.

SECTION 2 - LOST OR DESTROYED CERTIFICATES.

         The holder of any certificate representing shares of the Corporation
shall immediately notify the corporation of any loss or destruction of the
certificate representing the same. The Corporation may issue a new certificate
in the place of any certificate theretofore issued by it, alleged to have been
lost or destroyed. On production of such evidence of loss or destruction as the
Board of Directors in its discretion may require, the Board of Directors may,
in its discretion, require the owner of the lost or destroyed certificate, or
his legal representatives, to give the Corporation a bond in such suim as the
Board may direct, and with such surety or sureties as may be satisfactory to
the Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board of Directors, it is proper so to do.

SECTION 3 - TRANSFERS OF SHARES.

         (a) Transfers of shares of the Corporation shall be made on the shares
records of the Corporation only by the holder of record thereof, in person or
by his duly authorized attorney, upon surrender for cancellation of the
certificate or certificates representing such shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, with
such proof of the authenticity of the signature and of authority to transfer
and of payment of transfer taxes as the Corporatin or its agents may require.

         (b) The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or not it shall have express or other notice thereof, except as
otherwise expressly provided by law.

                                     BL 11


                                  ARTICLE V.

                                      SEAL

                The seal of the Corporation shall be as follows:



                 ARTICLE VI. DIVIDENDS OR OTHER DISTRIBUTIONS

         The Corporation, by vote of the Board of Directors, may declare and
pay dividends or make other distributions in cash or its bonds or its property
on its outstanding shares to the extent as provided and permitted by law,
unless contrary to any restriction contained in the Certificate of
Incorporation.

                      ARTICLE VII. NEGOTIABLE INSTRUMENTS

                  All checks, notes or other negotiable instruments shall be
signed on behalf of this Corporation by such of the officers, agents and
employees as the Board of Directors may from time to time designate, except as
otherwise provided in the certificate of Incorporation.

                           ARTICLE VIII. FISCAL YEAR

         The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.

                            ARTICLE IX. AMENDMENTS

SECTION 1 - BY SHAREHOLDERS.

         All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by a majority vote of the shareholders at
the time entitled to vote in the election of directors.

SECTION 2 - BY DIRECTORS.

         The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, by-laws of the Corporation; provided, however,
that the shareholders entitled to vote with respect thereto as in this Article
IX above-provided may alter, amend or repeal by-laws made by the Board of
Directors, except that the Board of Directors shall have no power to change the
quorum for meetings of shareholders or of the Board of Directors, or to change
any provisions of the by-laws with respect to the removal of directors or the
filling of vacancies in the Board resulting from the removal by the
shareholders. If

                                     BL 12


any by-law regulating an impending election of directors is adopted, amended or
repealed by the Board of Directors, there shall be set forth in the notice of
the next meeting of shareholders for the election of directors, the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.

                              ARTICLE X. OFFICES

         The offices of the Corporation shall be located in the City, County
and State designated in the Certificate of Incorporation. The Corporation may
also maintain offices at such other places within or without the United States
as the Board of Directors may, from time to time, determine.

         The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first by-laws of the Corporation, in accordance with
the requirements of the Business Corporation Law.


Dated.  November 29, 1988


                                            ---------------------------------
                                                         Director

                                     BL 13


                                                                      EX 3.111



                           CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                       AMITY DATSUN OF MASSAPEQUA, LTD.

               Under Section 805 of the Business Corporation Law

Filer:

ALAN RICHARDS
100 RING ROAD WEST
GARDEN CITY, NY 11530




                           CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                       AMITY DATSUN OF MASSAPEQUA, LTD.

               Under Section 805 of the Business Corporation Law


IT IS HEREBY CERTIFIED THAT:

(1)  The name of the Corporation is:

                AMITY DATSUN OF MASSAPEQUA, LTD.

(2)  The Certificate of Incorporation was filed by the Department of State on
     the 25th day of April 1977, under the name of AMITYVILLE DATSUN LTD.

(3)  The Certificate of Incorporation is hereby amended to effect the
     following changes:

The name of the corporation to:

                AMITY NISSAN OF MASSAPEQUA, LTD.

(4)  The above amendment to the Certificate of Incorporation was authorized
     by vote of the board of directors, followed by vote of the holder of all
     outstanding shares entitled to vote thereon.

     IN WITNESS WHEREOF, this certificate has been subscribed this 22nd day of
January 1985, by the undersigned who affirms that the statements made herein
are true under the penalties of perjury.

Fred DeStefano        Sole Shareholder                  /s/ Fred DeStefano
                                                        ------------------




                        CERTIFICATE OF AMENDMENT OF THE

                        CERTIFICATE OF INCORPORATION OF

                            AMITYVILLE DATSUN INC.

               Under Section 805 of the Business Corporation Law


IT IS HEREBY CERTIFIED THAT:

(1)  The name of the Corporation is

                    AMITYVILLE DATSUN INC.

(2)  The Certificate of Incorporation was filed at the Department of State on
     the 25th day of April, 1977.

(3)  The Certificate of Incorporation of this Corporation is hereby amended to
     effect the following changes:

The name of the corporation is hereby changed to AMITY DATSUN OF MASSAPEQUA,
LTD.

(4)  The amendment to the Certificate of Incorporation was authorized by the
     Sole Shareholder.




IN WITNESS WHEREOF, this Certificate has been subscribed this 18th day of March
1982, by the undersigned who affirms that statements made herein are true under
the penalties of perjury.



FREDERICK DeSTEFANO       SOLE SHAREHOLDER              /S/ FRED DeSTEFANO
- -----------------------------------------              ------------------




                         CERTIFICATE OF INCORPORATION

                                      OF

                            AMITYVILLE DATSUN INC.



         Under Section 402 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

         1. The name of the corporation is:

                AMITYVILLE DATSUN INC.

         2. The purpose or purposes for which the corporation is formed are as
follows, to wit:

         To buy, manufacture, assemble, lease (either as lessee or lessor),
         sublease (either as lessee or lessor), purchase, or in any other 
         manner dispose of, export, import, use, operate, rent, hire, furnish,
         grant the use of, repair, and generally deal in automobiles, trucks, 
         trailers, buses, motor cars, airplanes, hydroplanes, airships, 
         helicopters, vehicles, boats, and watercraft of every kind and 
         description, and property of any and every kind and description, 
         usable or adaptable for the transportation of passengers and goods,
         for public conveyances, private conveyances, for pleasure and for 
         income-producing purposes, which may be operated or propelled by 
         motors, engines, machines, or any other contrivance or contrivances 
         (either singly or in combination thereof), operated by means of 
         gasoline, electricity, steam, compressed air, oil, gas, or any other
         form or kind of power (either singly or in combination thereof).

         To manufacture, buy, sell, and deal in new and used automobiles,
         trucks, trailers, buses, motors, engines, cars, carriages, wagons,
         airplanes, airships, helicopters, boats, and other vehicles, their
         parts and accessories, and kindred articles, for the transportation 
         of passengers and goods.

         To purchase or otherwise acquire, construct, equip, make, improve,
         and operate, or aid or subscribe toward the acquisition,
         construction, equipping, making, improving and operating of plants,
         mills, factories,


         storehouses, garages, buildings, and works of all kinds, in so far as
         the same may appertain to, or be useful for, or in connection with,
         the conduct of the business enterprises of this corporation.

         To acquire such property, real and personal, as may be necessary to
         the conduct of such business.

         To do everything necessary, suitable or proper for the
         accomplishment, attainment or furtherance of to do every other act or
         thing incidental to, appurtenant to, growing out of or connected
         with, the purposes, objects or powers set forth in this Certificate
         of Incorporation, whether alone or in association with others; to
         possess all the rights powers and privileges now or hereafter
         conferred by the laws of the State of New York upon a corporation
         organized under the laws of the State of New York and, in general, to
         carry on any of the activities and to do any of the things herein set
         forth to the same extent and as fully as a natural person or
         partnership might or could do; provided, that nothing herein set
         forth shall be construed as authorizing the corporation to posssess
         any purpose, object, or power, or to do any act or thing forbidden by
         law to a Corporation or organized under the laws of the State of New
         York. To acquire such property, real and personal, as may be
         necessary to the conduct of such business.

         Without limiting any of the objects, or purposes or powers, of the
         corporation, it shall be within the powers of the corporation from
         time to time to do any one or more or all of the acts and things
         herein set forth, and all such other acts, things and business or
         businesses in any manner connected therewith, or necessary,
         convenient or auxiliary thereto, or likely, directly or indirectly,
         to promote the interests of the corporation or enhance the value of
         or render profitable any of its property or rights, as such a
         corporation may lawfully do; in carrying on its business, or for the
         purpose of attaining or furthering any of its objects, it shall have
         power to do any and all acts and things, and to exercise any and all
         other powers which a copartnership or natural person could do and
         exercise, which


                                     -2-


         now or hereafter may be authorized by law, either as, or by and
         through principals, agents, representatives contractors, factors,
         lessors, lessees, or otherwise, either alone or in conjunction with
         others, and in any part of the world; in addition, it shall have and
         exercise all rights, powers and privileges now or hereafter belonging
         to or conferred upon corporations organized under the provisions of
         the law authorizing the formation of corporations of its nature.

         3. The office of the corporation is to be located in the Village of
Amityville, County of Suffolk, State of New York.

         4. The aggregate number of shares which the corporation shall have
authority to issue is 200 shares, no par value.

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

     Siegel & Leibowitz
     c/o Roy Siegel
     26 Court St.
     Brooklyn, NY 11412

         6. The accounting period which the corporation intends to establish
as its first calendar or fiscal year for reporting the franchise tax shall end
on March 31, 1978.

         IN WITNESS WHEREOF, the undersigned incorporator, being at least
eighteen years of age, hereby affirms that the statements contained herein are
true under penalties of perjury.

Dated:   April 21, 1977

                                                   /s/ Pamela Kochanski
                                                   ----------------------------
                                                   Pamela Kochanski
                                                   90 South Swan Street
                                                   Albany, New York 12210



                                     -3-

         CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                                      OF

                            AMITYVILLE DATSUN INC.

              under Section 805 of the Business Corporation Law

IT IS HEREBY CERTIFIED THAT:

           (1) The name of the corporation is

                     AMITYVILLE DATSUN INC.

           (2) The certificate of incorporation was filed by the department of
state on the 25th day of April, 1977.

           (3) The certificate of incorporation of this corporation is hereby
amended to effect the following change* to amend the name of the corporation
from:

AMITYVILLE DATSUN INC. to: AMITYVILLE DATSUN LTD.

           (4) The amendment to the certificate of incorporation was 
authorized:

          * by the sole incorporator for the reason that no shares have been
            issued, no directors or officers have been elected, and there are
            no subscribers for shares whose subscriptions have been accepted.




*SET FORTH THE SUBJECT MATTER OF EACH PROVISION OF THE CERTIFICATE OF
INCORPORATION WHICH IS TO BE AMENDED OR ELIMINATED AND THE TEXT OF THE
PROVISION(S), IF ANY, WHICH ARE TO BE SUBSTITUTED OR ADDED. IF ANY AMENDMENT
PROVIDES FOR A CHANGE OF ISSUED SHARES, THE NUMBER AND KIND OF SHARES CHANGED,
THE NUMBER AND KIND OF SHARES RESULTING FROM SUCH CHANGE AND THE TERMS OF
CHANGE. IF AN AMENDMENT MAKES TWO OR MORE SUCH CHANGES, A LIKE STATEMENT SHALL
BE INCLUDED IN RESPECT TO EACH CHANGE.





IN WITNESS WHEREOF, this certificate has been subscribed this 6th day of May
1977 by the undersigned who affirm(s) that the statements made herein are true
under the penalties of perjury.


Type name                       Capacity in which signed        Signature
- ---------                       ------------------------        ---------

Pamela Kochanski                Sole Incorporator         /s/Pamela Kochanski
- ----------------                -----------------         -------------------

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

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


===============================================================================
         CERTIFICATE OF AMENDMENT OF THE CERTIFICATE OF INCORPORATION

                                      OF

                            AMITYVILLE DATSUN INC.

               Under Section 805 of the Business Corporation Law
===============================================================================


                                          Filed By: SIEGEL & LIEBOWITZ



                                          Address:  26 COURT STREET
                                                    BROOKLYN, NEW YORK 11242




                                                                      EX 3.113



                           ARTICLES OF INCORPORATION
                                      OF
                       AUTO MALL PAYROLL SERVICES, INC.

         The undersigned subscribes to these Articles of Incorporation to form
a corporation for profit under the laws of the State of Florida.

                                   ARTICLE I

         The name of the corporation shall be:

                       AUTO MALL PAYROLL SERVICES, INC.

and its principal office for the conduct of business shall be:

             551 South Military Trail, West Palm Beach, FL. 33415.

The Board of Directors may from time to time move the principal office to any
other address in Florida.

                                  ARTICLE II

         The general nature of the business to be conducted by this
corporation is to engage in any activities or business permitted under the
laws of the United States and Florida; in the transaction of any or all lawful
business for which corporations may be incorporated under the laws of the laws
of the State of Florida.

                                  ARTICLE III

         The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is two hundred (200) shares of
common stock at One Dollar ($1.00) par value. Said capital stock shall be
fully paid and nonassessable, which shall be equal and uniform in all respects
but subject to all restrictions and conditions of the by-laws of the
corporation pertaining hereto, and shall be payable in lawful money of the
United States, or in property, labor, or in services at a just valuation to be
fixed by the stockholders at a meeting duly convened and held. The amount of
capital with which the corporation shall begin shall be the sum of TWO HUNDRED
AND NO/100 ($200.00) DOLLARS.

                                  ARTICLE IV

         The transferability of any of the shares of stock in this corporation
may be restricted by any shareholders agreement entered into by all of the
holders of any share or shares of the 



stock of this corporation at the time the stockholders agreement is executed.

                                   ARTICLE V

         The term for which this corporation shall exist shall be perpetual
and the business of the corporation shall be conducted, carried on, and
managed by the officers of this corporation and a Board of Directors composed
of one or more members, which number may be altered from time to time by the
by-laws of this corporation within the time limitations prescribed by the law.
The officers of this corporation shall be a President, Vice-President,
Secretary, Treasurer, and any other officer as to the Board of Directors may
seem expedient. Any two or more offices may be held by the same person.

                                  ARTICLE VI

         The names and addresses of the Directors constituting the initial
Board of Directors are as follows:




                                                          
Name                                Address                     Office
- ----                                -------                     ------
John Staluppi              205 Sunrise Avenue                   Director, President,
                           West Islip, NY  11795                Secretary



                                  ARTICLE VII

         The name and street address of the corporation's initial registered
agent is:

                               Douglas E. Thompson
                               2345 Okeechobee Blvd.
                               West Palm Beach, FL 33409



                                 ARTICLE VIII

         The name and address of the incorporator is as follows:

                    John Staluppi                  205 Sunrise Avenue
                                                   West Islip, NY  11795


                                     -2-



                                  ARTICLE IX

         No contract, act or transaction of this corporation with any person
or persons, firm, or other corporation, in the absence of fraud or wrongdoing,
shall be affected or invalidated by the fact that any director of this
corporation is a party to or interested in such contract, act, or transaction,
or in any way connected with such person or persons, firm, or corporation.
Each and every person who may become a director of this corporation is hereby
relieved from any liability that might otherwise exist from thus contracting
with this corporation for the benefit of himself or herself or any other firm,
association, or corporation in which he or she may in any way be interested.
Any director of this corporation may vote upon any contract or other
transaction between the corporation and any subsidiary or controlled company
without regard to the fact that he or she is also a director of such
subsidiary or controlled company.

                                   ARTICLE X

         These Articles of Incorporation may be amended, changed, altered or
repealed in the manner now or hereafter prescribed by the Florida Statutes and
all rights conferred upon stockholders herein are granted subject to this
reservation.

                                  ARTICLE XI

         This corporation shall commence its existence on the date the charter
for this corporation is approved by the Secretary of State.

         Witness my hand and seal this 1st day of December 1989.



                                                 /s/ John Staluppi
                                                 ---------------------
                                                 John Staluppi




                                     -3-




                  I hereby accept appointment as Registered Agent.


                  Witness my hand and seal this 1st day of December 1989.



                                                     /s/ Douglas E. Thompson
                                                     --------------------------
                                                     Douglas E. Thompson

STATE OF FLORIDA                )
                                ) SS:
COUNTY OF PALM BEACH            )

                  I HEREBY CERTIFY that on this day before me, a Notary
Public, duly authorized to take acknowledgments, personally appeared John
Staluppi, to me known to be the person described as subscriber to the
foregoing Articles of Incorporation and who executed the same, and
acknowledged before me that he subscribed to these Articles of Incorporation.

                  WITNESS my hand and official seal in the County and State
named above this 1st day of December 1989.



                                             /s/
                                             ----------------------------------
                                             NOTARY PUBLIC, STATE OF FLORIDA
                                             AT LARGE

                                             My commission Expires:

STATE OF FLORIDA               )
                               ) SS:
COUNTY OF PALM BEACH           )

                  I HEREBY CERTIFY that on this day before me, a Notary
Public, duly authorized to take acknowledgments, personally appeared Douglas
E. Thompson, to me known to be the person described as Registered Agent of the
above Corporation and who executed the same, and acknowledged before me that
he accepted the office of Registered Agent.

                  WITNESS my hand and official seal in the County and State
named above this 1st day of December 1989.



                                             /s/
                                             ----------------------------------
                                             NOTARY PUBLIC, STATE OF FLORIDA
                                             AT LARGE

                                             My Commission Expires:

ART2.  INC./1A



                                                                 EX-3.114
                        AUTO MALL PAYROLL SERVICES, INC.
                                CORPORATE BYLAWS


                      ARTICLE I. MEETINGS OF SHAREHOLDERS

         Section 1. Annual Meeting. The annual shareholder meeting of the above
named corporation will be held on the 1st Monday of January, of each year or at
such other time and place as designated by the Board of Directors of the above
named corporation provided that if said day falls on a Sunday or legal holiday,
then the meeting will be held on the first business day thereafter. Business
transacted at said meeting will include the election of directors of the above
named corporation.

         Section 2. Special Meetings. Special meetings of the shareholders will
be held when directed by the President, Board of Directors, or the holders of
not less than 10 percent of all the shares entitled to be cast on any issue
proposed to be considered at the proposed special meeting; provided that said
persons sign, date and deliver to the above named corporation one or more
written demands for the meeting describing the purposes(s) for which it is to
be held. A meeting requested by shareholders of the above named corporation
will be called for a date not less than 10 nor more than 60 days after the
request is made, unless the shareholders requesting the meeting designate a
later date. The call for the meeting will be issued by the Secretary, unless
the President, Board of Directors or shareholders requesting the meeting
designate another person to do so.

         Section 3. Place. Meetings of shareholders will be held at the
principal place of business of the above named corporation or at such other
place as is designated by the Board of Directors.

         Section 4. Record Date and List of Shareholders. The Board of
Directors of the above named corporation shall fix the record date; however, in
no event may a record date fixed by the Board of Directors be a date prior to
the date on which the resolution fixing the record date is adopted.

         After fixing a record date for a meeting, the Secretary shall prepare
an alphabetical list of the names of all the above named corporation's
shareholders who are entitled to notice of a shareholders' meeting, arranged by
voting group with the address of and the number and class and series, if any,
of shares held by each. Said list shall be available for inspection in
accordance with Florida Law.

         Section 5. Notice. Written notice stating the place, day and hour of
the meeting, and the purpose(s) for which said special meeting is called, will
be delivered not less than 10 nor more than 60 days before the meeting, either
personally or by first class mail, by or at the direction of the President, the

                                    1 of 11


Secretary or the officer or persons calling the meeting to each shareholder of
record entitled to vote at such meeting. If mailed, such notice will be deemed
to be effective when deposited in the United States mail and addressed to the
shareholder at the shareholder's address as it appears on the stock transfer
books of the above named corporation, with postage thereon prepaid.

         The above named corporation shall notify each shareholder, entitled to
a vote at the meeting, of the date, time and place of each annual and special
shareholders' meeting no fewer than 10 or more than 60 days before the meeting
date. Notice of a special meeting shall describe the purpose(s) for which the
meeting is called. A shareholder may waive any notice required hereunder either
before or after the date and time stated in the notice; however, the waiver
must be in writing, signed by the shareholder entitled to the notice and be
delivered to the above named corporation for inclusion in the minutes or filing
in the corporate records.

         Section 6. Notice of Adjourned Meeting. When a meeting is adjourned to
another time or place, it will not be necessary to give any notice of the
adjourned meeting provided that the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. At
such an adjourned meeting, any business may be transacted that might have been
transacted on the original date of the meeting. If, however, a new record date
for the adjourned meeting is made or is required, then, a notice of the
adjourned meeting will be given on the new record date as provided in this
Article to each shareholder of record entitled to notice of such meeting.

         Section 7. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, will constitute a quorum
at a meeting of shareholders.

         If a quorum, as herein defined, is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter thereof will be the act of the shareholders unless otherwise
provided by law.

         Section 8. Voting of Shares. Each outstanding share will be entitled
to one vote on each matter submitted to a vote at a meeting of shareholders.

         Section 9. Proxies. A shareholder may vote either in person or by
proxy provided that any and all proxies are executed in writing by the
shareholder or his duly authorized attorney-in-fact. No proxy will be valid
after the duration of 11 months from the date thereof unless otherwise provided
in the proxy.

         Section 10. Action by Shareholders Without a Meeting. Any action
required or permitted by law, these bylaws, or the Articles of Incorporation of
the above named corporation to be taken at any annual or special meeting of
shareholders may be

                                    2 of 11


taken without a meeting, without prior notice and without a vote, provided that
the action is taken by the holders of outstanding stock of each voting group
entitled to vote thereon having not less than the minimum number of votes with
respect to each voting group that would be necessary to authorize or take such
action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted, as provided by law. The foregoing actions(s)
shall be evidenced by written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of votes of each
voting group entitled to vote thereon and delivered to the above named
corporation in accordance with Florida Law. Within 10 days after obtaining such
authorization by written consent, notice shall be given to those shareholders
who have not consented in writing or who are not entitled to vote. Said notice
shall fairly summarize the material features of the authorized action and if
the action requires the providing of dissenters' rights, said notice will
comply with the disclosure requirements pertaining to dissenters' rights of
Florida Law.


                             ARTICLE II. DIRECTORS

         Section 1. Function. All corporate powers, business, and affairs will
be exercised, managed and directed under the authority of the Board of
Directors.

         Section 2. Qualification. Directors must be natural persons of 18
years of age or older but need not be residents of this state and need not be
shareholders of the above named corporation.

         Section 3. Compensation. The Board of Directors will have authority to
fix the compensation for directors of the above named corporation.

         Section 4. Presumption of Assent. A director of the above named
corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken will be presumed to have assented to
the action taken unless such director votes against such action or abstains
from voting in respect thereto because of an asserted conflict of interest.

         Section 5. Number. The above named corporation will have 1 to 3
directors .

         Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors will hold office
until said directors will have been qualified and elected at the first annual
meeting of shareholders, or until said directors earlier resignation, removal
from office or death.

                                    3 of 11


         At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders will elect directors to hold office until the next
annual meeting. Each director will hold office for a term for which said
director is elected until said director's successor will have been qualified
and elected, said director's prior resignation, said director's removal from
office or said director's death.

         Section 7. Vacancies. Any vacancy occurring in the Board of Directors
will be filled by the affirmative vote of a majority of the shareholders or of
the remaining directors even though less than a quorum of the Board of
Directors. A director elected to fill a vacancy will hold office only until the
next election of directors by the shareholders.

         Section 8. Removal and Resignation of Directors. At a meeting of
shareholders called expressly for that purpose, any director or the entire
Board of Directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote at an election of
directors.

         A director may resign at any time by delivering written notice to the
Board of Directors or its chairman or to the above named corporation by and
through one of its officers. Such a resignation is effective when the notice is
delivered unless a later effective date is specified in said notice.

         Section 9. Quorum and Voting. A majority of the number of directors
fixed by these Bylaws shall constitute a quorum for the transaction of
business. The act of a majority of the directors present at a meeting at which
a quorum is present will be the act of the Board of Directors.

         Section 10. Executive and other Committees. A resolution, adopted by a
majority of the full Board of Directors, may designate from among its members
an executive committee and/or other committees which will have and may exercise
all the authority of the Board of Directors to the extent provided in such
resolution, except as is provided by law. Each committee must have two or more
members who serve at the pleasure of the Board of Directors. The board may, by
resolution adopted by a majority of the full Board of Directors, designate one
or more directors as alternate members of any such committee who may act in the
place and instead of any absent member or members at any meeting of such
committee.

         Section 11. Place of Meeting. Special or regular meetings of the Board
of Directors will be held within or without the State of Florida.

         Section 12. Notice, Time and Call of Meetings. Regular meetings of the
Board of Directors will be held without notice on such dates as are designated
by the Board of Directors. Written notice of the time and place of special
meetings of the Board of

                                    4 of 11


Directors will be given to each director by either personal delivery, telegram
or cablegram at least two (2) days before the meeting or by notice mailed to
the director at least five (5) days before the meeting.

         Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting will constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or convened,
except when a director states, at the beginning of the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.

         Neither the business to be transacted nor the purpose of, regular or
special meetings of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

         A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting will be given to the directors who were
not present at the time of the adjournment.

         Meetings of the Board of Directors may be called by the Chairman of
the Board, the President of the above named corporation or any two directors.

         Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.

         Section 13. Action Without a Meeting. Any action required to be taken
at a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without
a meeting if a consent in writing, setting forth the action to be so taken,
signed by all the directors, or all the members of the committee, as the case
may be, is filed in the minutes of the proceedings of the board or of the
committee. Such consent will have the same effect as a unanimous vote.

                                    5 of 11


                             ARTICLE III. OFFICERS

         Section 1. Officers. The officers of the above named corporation will
consist of a president, a vice president, a secretary and a treasurer, each of
whom will be elected by the Board of Directors. Such other officers and
assistant officers and agents as may be deemed necessary may be elected or
appointed by the Board of Directors from time to time. Any two or more offices
may be held by the same person.

         Section 2. Duties. The officers of the above named corporation will
have the following duties:

         The President will be the chief executive officer of the above named
corporation, who generally and actively manages the business and affairs of the
above named corporation subject to the directions of the Board of Directors.
Said officer will preside at all meetings of the shareholders and Board of
Directors.

         The Vice President will, in the event of the absence or inability of
the President to exercise his office, become acting president of the
organization with all the rights, privileges and powers as if said person had
been duly elected president.

         The Secretary will have custody of, and maintain all of the corporate
records except the financial records. Furthermore, said person will record the
minutes of all meetings of the shareholders and Board of Directors, send all
notices of meetings and perform such other duties as may be prescribed by the
Board of Directors or the President. Furthermore, said officer shall be
responsible for authenticating records of the above named corporation.

         The Treasurer shall retain custody of all corporate funds and
financial records, maintain full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of
shareholders and whenever else required by the Board of Directors or the
President, and perform such other duties as may be prescribed by the Board of
Directors or the President.

         Section 3. Removal and Resignation of Officers. An officer or agent
elected or appointed by the Board of Directors may be removed by the Board of
Directors whenever in the Board's judgment the best interests of the above
named corporation will be served thereby.

         Any officer may resign at any time by delivering notice to the above
named corporation. Said resignation is effective upon delivery unless the
notice specifies a later effective date.

                                    6 of 11


         Any vacancy in any office may be filled by the Board of Directors.


                         ARTICLE IV. STOCK CERTIFICATES

         Section 1. Issuance. Every holder of share(s) in the above named
corporation will be entitled to have a certificate representing all share(s) to
which he is holder. No certificate representing share(s) will be issued until
such share(s) is/are fully paid.

         Section 2. Form. Certificates representing share(s) in the above named
corporation will be signed by the President or Vice President and the Secretary
or an Assistant Secretary and will be sealed with the seal of the above named
corporation.

         Section 3. Transfer of Stock. The above named corporation will
register a stock certificate presented for transfer if the certificate is
properly endorsed by the holder of record or by his duly authorized agent.

         Section 4. Lost, Stolen, or Destroyed Certificates. If a shareholder
claims that a stock certificate representing shares issued and recorded by the
above named corporation has been lost or destroyed, a new certificate will be
issued to said shareholder, provided that said shareholder presents an
affidavit claiming the certificate of stock to be lost, stolen or destroyed. At
the discretion of the Board of Directors, said shareholder may be required to
deposit a bond or other indemnity in such amount and with such sureties, if
any, as the board may require.


                          ARTICLE V. BOOKS AND RECORDS

         Section 1. Books and Records. The above named corporation shall keep
as permanent records minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board of
Directors without a meeting, and a record of all actions taken by a committee
of the Board of Directors in place of the Board of Directors on behalf of the
above named corporation. Furthermore, the above named corporation shall
maintain accurate accounting records. Furthermore, the above named corporation
shall maintain the following:

              (i) a record of its shareholders in a form that permits
         preparation of a list of the names and addresses of all shareholders
         in alphabetical order by class of shares showing the number and series
         of shares held by each;

                                    7 of 11


              (ii) The above named corporation's Articles or Restated Articles
         of Incorporation and all amendments thereto currently in effect;

              (iii) The above named corporation's Bylaws or Restated Bylaws and
         all amendments thereto currently in effect;

              (iv) Resolutions adopted by the Board of Directors creating one
         or more classes or series of shares and fixing their relative rights,
         preferences and limitations if shares issued pursuant to those
         resolutions are outstanding;

              (v) The minutes of all shareholders' meetings and records of all
         actions taken by shareholders without a meeting for the past 3 years;

              (vi) written communications to all shareholders generally or all
         shareholders of a class or series within the past 3 years including
         the financial statements furnished for the past 3 years to
         shareholders as may be required under Florida Law;

              (vii) A list of the names and business street addresses of the
         above named corporation's current directors and officers; and

              (viii) A copy of the above named corporation's most recent annual
         report delivered to the Department of State.

         Any books, records and minutes may be in written form or in any other
form capable of being converted into written form.

         Section 2. Shareholder's Inspection Rights. A shareholder of the above
named corporation (including a beneficial owner whose shares are held in a
voting trust or a nominee on behalf of a beneficial owner) may inspect and
copy, during regular business hours at the above named corporation's principal
office, any of the corporate records required to be kept pursuant to Section 1,
of this Article of these Bylaws, if said shareholder gives the above named
corporation written notice of such demand at least 5 business days before the
date on which the shareholder wishes to inspect and copy. The foregoing right
of inspection is subject however to such other restrictions as are applicable
under Florida Law, including, but not limited to, the inspection of certain
records being permitted only if the demand for inspection is made in good faith
and for a proper purpose (as well as the shareholder describing with reasonable
particularity the purpose and records desired to be inspected and such records
are directly connected with the purpose).

         Section 3. Financial Information. Unless modified by resolution of the
shareholders within 120 days of the close of each fiscal year, the above named
corporation shall furnish the shareholders annual financial statements which
may be

                                    8 of 11


consolidated or combined statements of the above named corporation and one or
more of its subsidiaries as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a statement of
cash flow for that year. If financial statements are prepared on the basis of
generally accepted accounting principles, the annual financial statements must
also be prepared on that basis. If the annual financial statements are reported
on by a public accountant, said accountant's report shall accompany said
statements. If said annual financial statements are not reported on by a public
accountant, then the statements shall be accompanied by a statement of the
president or the person responsible for the above named corporation's
accounting records (a) stating his reasonable belief whether the statements
were prepared on the basis of generally accepted accounting principles and if
not, describing the basis of preparation; and (b) describing any respects in
which the statements were not prepared on a basis of accounting consistent with
the statements prepared for the preceding year. The annual financial statements
shall be mailed to each shareholder of the above named corporation within 120
days after the close of each fiscal year or within such additional time as is
reasonably necessary to enable the above named corporation to prepare same, if,
for reasons beyond the above named corporation's control, said annual financial
statement cannot be prepared within the prescribed period.

         Section 4. Other Reports to Shareholders. The above named corporation
shall report any indemnification or advanced expenses to any director, officer,
employee, or agent (for indemnification relating to litigation or threatened
litigation) in writing to the shareholders with or before the notice of the
next shareholders' meeting, or prior to such meeting if the indemnification or
advance occurs after the giving of such notice but prior to the time such
meeting is held, which report shall include a statement specifying the persons
paid, the amounts paid, and the nature and status, at the time of such payment,
of the litigation or threatened litigation.

         Additionally, if the corporation issues or authorizes the issuance of
shares for promises to render services in the future, the above named
corporation shall report in writing to the shareholders the number of shares
authorized or issued and the consideration received by the above named
corporation, with or before the notice of the next shareholders' meeting.

                                    9 of 11


                             ARTICLE VI. DIVIDENDS

         The Board of Directors of the above named corporation may, from time
to time declare dividends on its shares in cash, property or its own shares,
except when the above named corporation is insolvent or when the payment
thereof would render the above named corporation insolvent, subject to Florida
Law.


                          ARTICLE VII. CORPORATE SEAL

         The Board of Directors will provide a corporate seal which will be in
circular form embossing in nature and stating "Corporate Seal", "Florida", year
of above named incorporation and name of said above named corporation.


                            ARTICLE VIII. AMENDMENT

         These Bylaws may be altered, amended or repealed, and altered, amended
or new Bylaws may be adopted by a majority vote of the full Board of Directors.


                   ARTICLE IX. CORPORATE INDEMNIFICATION PLAN

         The above named corporation shall indemnify any person:

         (1) who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by, or in the
right of, the above named corporation) by reason of the fact that he is or was
a director, officer, employee, or agent of the above named corporation or is or
was serving at the request of the above named corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust, or other enterprise against such costs and expenses, and to the extent
and in the manner provided under Florida Law.

         (2) Who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
above named corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee, or agent of the above
named corporation or is or was serving at the request of the above named
corporation as a director, officer, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against such costs and
expenses, and to the extent and in the manner provided under Florida Law.

         The extent, amount, and eligibility for the indemnification provided
herein will be made by the Board of Directors. Said

                                   10 of 11


determinations will be made by a majority vote to a quorum consisting of
directors who were not parties to such action, suit, or proceeding or by the
shareholders by a majority vote of a quorum consisting of shareholders who were
not parties to such action, suit, or proceeding.

         The above named corporation will have the power to make further
indemnification as provided under Florida Law except to indemnify any person
against gross negligence or willful misconduct.

         The above named corporation is further authorized to purchase and
maintain insurance for indemnification of any person as provided herein and to
the extent provided under Florida Law.

                                   11 of 11



                                                                 Exhibit 3.115


                          ARTICLES OF INCORPORATION

                                      OF

                           AUTO MALL STORAGE, INC.



      The undersigned subscribes to these Articles of Incorporation to form a
corporation for profit under the laws of the State of Florida.

                                  ARTICLE I

      The name of the corporation shall be:

                           AUTO MALL STORAGE, INC.

and its principal office for the conduct of business shall be:

                           551 South Military Trail
                        West Palm Beach, Florida 33415


The Board of Directors may from time to time move the principal office to any
other address in Florida.

                                  ARTICLE II

      The general nature of the business to be conducted by this corporation
is to engage in any activities or business permitted under the laws of the
United States and Florida; in the transaction of any or all lawful business
for which corporations may be incorporated under the laws of the laws of the
State of Florida.

                                 ARTICLE III

      The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is two hundred (200) shares of
common stock at One Dollar ($1.00) par value.  Said capital stock shall be
fully paid and nonassessable, which shall be equal and uniform in all
respects but subject to all restrictions and conditions of the by-laws of the
corporation pertaining hereto, and shall be payable in lawful money of the
United States, or in property, labor, or in services at a just valuation to
be fixed by the stockholders at a meeting dully convened and held.  The
amount of capital with which the corporation shall begin shall be the sum of
Two Hundred and No/100 Dollars.




                                  ARTICLE IV

      The transferability of any of the shares of stock in this corporation
may be restricted by any shareholders agreement entered into by all of the
holders of any share or shares of the stock of this corporation at the time
the stockholders agreement is executed.

                                  ARTICLE V

      The term for which this corporation shall exist shall be perpetual and
the business of the corporation shall be conducted, carried on, and managed
by the officers of this corporation and a Board of Directors composed of one
or more members, which number may be altered from time to time by the by-laws
of this corporation within the time limitations prescribed by the law.  The
officers of this corporation shall be a President, Vice-President, Secretary,
Treasurer, and any other officer as to the Board of Directors may seem
expedient.  Any two or more offices may be held by the same person.

                                  ARTICLE VI

      The name and addresses of the Directors constituting the initial Board
of Directors are as follows:

Name               Address                           Office
John Stalupp:      551 South Military Trail          Director/President/
                   West Palm Beach, FL  33415        Secretary


                                 ARTICLE VII

      The name and street address of the corporation's initial registered
agent is:

                                    Douglas E. Thompson
                                    645 South Military Trail, Suite 6
                                    West Palm Beach, Florida  33415

                                 ARTICLE VIII

      The name and address of the incorporator is as follows:



John Staluppi                       551 South Military Trail
                                    West Palm Beach, Florida  33415

                                      -2-


                                  ARTICLE IX

      No contract, act or transaction of this corporation with any person or
persons, firm, or other corporation, in the absence of fraud or wrongdoing,
shall be affected or invalidated by the fact that any director of this
corporation is a party to or interested in such contract, act, or
transaction, or in any way connected with such person or persons, firm, or
corporation.  Each and every person who may become a director of this
corporation is hereby relieved from any liability that might otherwise exist
from thus contracting with this corporation for the benefit of himself or
herself or any other firm, association, or corporation in which he or she may
in any way be interested.  Any director of this corporation may vote upon any
contract or other transaction between the corporation and any subsidiary or
controlled company without regard to the fact that he or she is also a
director of such subsidiary or controlled company.

                                  ARTICLE X

      These Articles of Incorporation may be amended, changed, altered or
repealed in the manner now or hereafter prescribed by the Florida Statutes
and all rights conferred upon stockholders herein are granted subject to this
reservation.

                                  ARTICLE XI

      This corporation shall commence its existence on the date the charter
for this corporation is approved by the Secretary of State.

      Witness my hand and seal this 7th of February 1995





                                          /s/ John Staluppi             
                                          John Staluppi, Incoporator

      I hereby accept appointment as Registered Agent.

      Witness my hand and seal this 8th day of February 1995.



                                          /s/ Douglas E. Thompson       
                                          Douglas E. Thompson

                                     -3-



STATE OF FLORIDA          )
                          ) ss:
COUNTY OF PALM BEACH      )

      I HEREBY CERTIFY     THAT ON THIS DAY BEFORE ME, a Notary Public, duly
authorized to take acknowledgements, personally appeared John Staluppi, to me
known to be the person described as subscriber to the foregoing Articles of
incorporation and who executed the same, and acknowledged before me that he
subscribed to these Articles of Incorporation.

      WITNESS my hand and official seal in the County and State named above
this 7th day of February 1995.

 

                                    /s/Douglas E.Thompson                
                                    NOTARY PUBLIC, STATE OF FLORIDA
                                    AT LARGE
                                    My Commission Expires:







STATE OF FLORIDA          )
                          ) ss:
COUNTY OF PALM BEACH      )

      I HEREBY CERTIFY that on this day before me, a Notary Public, duly
authorized to take acknowledgments, personally appeared Douglas E. Thompson,
to me know to be the person described as Registered Agent of the above
Corporation and who executed the same, and acknowledged before me that he
accepted the office of Registered Agent.

      WITNESS my hand and official seal in the County and State named above
this 8th day of February 1995.



                                    /s/Dana E. Merritt                   
                                    NOTARY PUBLIC, STATE OF FLORIDA
                                    AT LARGE
                                    My Commission Expires:




                                                                 Exhibit 3.117

                           ARTICLES OF INCORPORATION

                                      OF

                       STALUPPI CHRYSLER-PLYMOUTH, INC.

            The undersigned subscribe to these Articles of Incorporation to
form a corporation for profit under the laws of the State of Florida.

                                   ARTICLE I

            The name of the corporation shall be:

                       STALUPPI CHRYSLER-PLYMOUTH, INC.

and its principal office for the conduct of business is:

2707 Okeechobee Road, West Palm Beach, Florida  33401.  The Board of
Directors may from time to time move the principal office to any other
address in Florida.

                                  ARTICLE II

            The general nature of the business to be conducted by this
corporation is to engage in any activities or business permitted under the
laws of the United States and Florida; in the transaction of any or all lawful
business for which corporations may be incorporated under the laws of the
State of Florida.

                                  ARTICLE III

            The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is five hundred (500) shares of
common stock at One Dollar ($1.00) 




par value. Said capital stock shall be fully paid and nonassessable, which
shall be equal and uniform in all respects but subject to all restrictions and
conditions of the by-laws of the corporation pertaining hereto, and shall be
payable in lawful money of the United States, or in property, labor, or in
services at a just valuation to be fixed by the stockholders at a meeting duly
convened and held. The amount of capital with which the corporation shall
begin shall be the sum of FIVE HUNDRED AND NO/100 ($500.00) DOLLARS.

                                  ARTICLE IV

            The transferability of any of the shares of stock in this
corporation may be restricted by any shareholders agreement entered into by
all of the holders of any share or shares of the stock of this corporation at
the time the stockholders agreement is executed.

                                   ARTICLE V

            In the event of an issue of non-issued capital stock or of new
stock, should the stock be increased, the existing stockholders at the time of
such issue shall have the right to subscribe for and to purchase such stock so
issued in a number of shares proportionate to the amount owed at the time of
said subsequent issue. In the event that one or more of the stockholders shall
fail or refuse to exercise their option, his or their right to subscribe shall
inure to the benefit of the other stockholders. Written notice of intention to
issue non-
                                     -2-





issued capital stock or new stock shall be given by the corporation to all
stockholders and stockholders shall notify the corporation of their intention
to subscribe within thirty (30) days after such notice.

                                  ARTICLE VI

            The term for which this corporation shall exist shall be perpetual
and the business of the corporation shall be conducted, carried on, and
managed by the officers of this corporation and a Board of Directors composed
of one or more members, which number may be altered from time to time by the
by-laws of this corporation within the limitations prescribed by law. The
officers of this corporation shall be a President, Vice President and
Secretary, and any other officer as to the Board of Directors may seem
expedient. Any two or more officers may be held by the same person.

                                  ARTICLE VII

            The names and addresses of the Directors constituting the initial
Board of Directors are as follows:

            Name              Address                       Office

JOHN STALUPPI           151 Wagstaff Lane             President and
                        West Islip, New York  11795   Secretary

VINCENT R. MAIONE       1435 Sykes Creek Road         Treasurer
                        Merritt Island, Florida


                                     -3-



                                 ARTICLE VIII

            The name and street address of the corporation's initial
registered agent is:

            JOS. D. FARISH, JR., ESQ.
            316 First Street, Denco Building
            West Palm Beach, Florida  33401

                                  ARTICLE IX

            The name and address of the incorporator is as follows:

            Name                                      Address
            ----                                      -------
      JOHN STALUPPI                       151 Wagstaff Lane
                                          West Islip, New York 11795

                                   ARTICLE X

            No contract, act or transaction of this corporation with any
person or persons, firm or other corporation, in the absence of fraud or
wrongdoing, shall be affected or invalidated by the fact that any director of
this corporation is a party to or interested in such contract, act, or
transaction, or in any way connected with such person or persons, firms or
corporation. Each and every person who may become a director of this
corporation is hereby relieved from any liability that might otherwise exist
from thus contracting with this corporation for the benefit of himself or
herself or any other firm, association or corporation in which he or she may
in any way be interested. Any director of this corporation may vote upon any
contract or other transaction between the corporation and any subsidiary or

   
                                  -4-




controlled company without regard to the fact that he or she is also a
director of such subsidiary or controlled company.

                                  ARTICLE XI

            These Articles of Incorporation may be amended, changed, altered
or repealed in the manner now or hereafter prescribed by the Florida Statutes
and all rights conferred upon stockholders herein are granted subject to this
reservation.

                                  ARTICLE XII

            This corporation shall commence its existence on the date the
charter for this corporation is approved by the Secretary of State.

            WITNESS my hand and seal this 22 day of Jan, 1986.

                                          /s/JOHN STALUPPI
                                          ----------------
                                             JOHN STALUPPI



                                     -5-





                  AMENDMENT OF CERTIFICATE OF INCORPORATION


                       STALUPPI CHRYSLER-PLYMOUTH, INC.

            WE, THE UNDERSIGNED, being the total number of directors and
shareholders of STALUPPI CHRYSLER-PLYMOUTH, INC., Palm Beach County, West Palm
Beach, Florida, do hereby state that it is our intention and desire that
Article I of the Certificate of Incorporation be amended to read:

                                  ARTICLE I.

                                     NAME

                  The name of this Corporation shall be FLORIDA
            CHRYSLER-PLYMOUTH, INC. The principal place of business shall be
            Palm Beach County, Florida, and the corporation shall maintain
            such other branches and places of business in the State of Florida
            or such other states as the directors may designate.

            Dated at West Palm Beach, Palm Beach County, Florida, This 3rd day
            of March, 1986.



/s/JOHN STALUPPI Director and owner of 250 shares
                    of 500 shares outstanding






                   STATEMENT OF CHANGE OF REGISTERED OFFICE


                             AND REGISTERED AGENT



To the Secretary of State of the State of Florida:
Pursuant to the provisions of Sections 607,034 and 607.037, Florida statutes,
the undersigned corporation, organized under the laws of the State of Florida,
submits the following statement for the purpose of changing its registered
office and registered agent in the State of Florida. 

FIRST:      The name of the Corporation is Florida Chrysler-Plymouth, Inc.

SECOND:     The address of its present registered agent is 316 First Street,
            Danco Bldg, West Palm Beach, Fl 33401.

THIRD:      The address to which its registered agent is to be changed is
            2301 Okeechobee Boulevard, Fl  33409.

FOURTH:     The name of its present registered agent is Jos. D. Farish, Jr.

FIFTH:      The name of its successor registered agent is Douglas E. Thompson.

SIXTH:      The address of its registered office and the address of the
            business office of its registered agent, as changed, will be
            identical.

SEVENTH:    Such change was authorized by resolution duly adopted by its
            board of directors.

Dated September 14, 1987

                                   Florida Chrysler-Plymouth, Inc.

                                   by: /s/ John Staluppi
                                       ---------------------
                                           John Staluppi, President

                                    9/11/87
                                    ---------------------------------------
                                     Date

                                      /s/
                                    ---------------------------------------
                                     Agent

                                    9/14/87
                                    ---------------------------------------
                                     Date








                   STATEMENT OF CHANGE OF REGISTERED OFFICE


To the Secretary of State of the State of Florida:
Pursuant to the provisions of Sections 607,034 and 607.037, Florida statutes,
the undersigned corporation, organized under the laws of the State of
Florida, submits the following statement for the purpose of changing its
registered office in the State of Florida.
FIRST:      The name of the Corporation is Florida Chrysler-Plymouth, Inc.

SECOND:     The address of its present registered agent is 2301 Okeechobee
            Boulevard, West Palm Beach, Fl 33409.

THIRD:      The address to which its registered agent is to be changed is
            1937 Okeechobee Boulevard, West Palm Beach, Fl  33401.

FOURTH:     The name of its present registered agent is Douglas E. Thompson.

FIFTH:      The name of its registered office and the address of the business
            office of its registered agent, as changed, will be identical.

SIXTH:      Such change was authorized by resolution duly adopted by its
            board of directors.

Dated January 26, 1988

                                 Florida Chrysler-Plymouth, Inc.

                                 by: /s/ John Staluppi
                                    ---------------------------------------
                                        John Staluppi, President

                                    1/26/88
                                    ---------------------------------------
                                     Date

                                      /s/
                                    ---------------------------------------
                                     Agent

                                    1/26/88
                                    ---------------------------------------
                                     Date



                                                                 EX-3.118
                                    BYLAWS

                                      OF

                        FLORDA CHRYSLER-PLYMOUTH, INC.


                     ARTICLE I. MEETINGS OF SHAREHOLDERS.

         Section 1. Annual Meeting. The annual shareholder meeting of this
corporation will be held on the 1st Monday of January of each year or at such
other time and place designated by the Board of Directors of the corporation
provided that if said day falls on a Sunday or legal holiday, then the meeting
will be held on the first business day thereafter. Business transacted at said
meeting will include the election of directors of the corporation.

         Section 2. Special Meetings. Special meetings of the shareholders
will be held when directed by the President, Board of Directors, or the
holders of not less than 10 percent of all the shares entitled to vote at the
meeting. A meeting requested by shareholders of the corporation will be called
for a date not less than 10 nor more than 60 days after the request is made,
unless the shareholders requesting the meeting designate a later date. The
call for the meeting will be issued by the Secretary, unless the President,
Board of Directors, or shareholders requesting the meeting will designate
another person to do so.

     Section 3. Place. Meetings of shareholders will be held at the principal
place of business of the corporation or at such other place as is designated
by the Board of Directors.
         
        Section 4. Notice. Written notice stating the place, day and hour of
the meeting and, in the case of a special meeting, 


                                     Page
                                      I


the purpose(s) for which said special meeting is called, will be delivered not
less than 10 nor more than 60 days before the meeting, either personally or by
first class mail, by or at the direction of the President, the Secretary or
the officer or persons calling the meeting to each shareholder of record
entitled to vote at such meeting. If mailed, such notice will be deemed to be
delivered when deposited in the United States mail and addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid.

         Section 5. Notice of Adjourned Meeting. When a meeting is adjourned
to another time or place, it will not be necessary to give any notice of the
adjourned meeting provided that the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken. At
such an adjourned meeting any business may be transacted that might have been
transacted on the original date of the meeting. If, however, after the
adjournment, the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting will be given on the new record
date as provided in this Article to each shareholder of record entitled to
vote at such meeting.


     Section 6. Shareholder Quorum and Voting. All of the shares entitled to
vote, represented in person or by proxy, will constitute a quorum at a meeting
of shareholders.
         
         If a quorum, as herein defined, is present, the affirmative vote of
all of the shares represented at the meeting and entitled 

                                     Page
                                      II


to vote on the subject matter thereof will be the act of the shareholders
unless otherwise provided by law.

     Section 7. Voting of Shares. Each outstanding share will be entitled to
one vote on each matter submitted to a vote at a meeting of shareholders.


     Section 8. Proxies. A shareholder may vote either in person or by proxy
provided that any and all proxies are executed in writing by the shareholder
or his duly authorized attorney-in-fact. No proxy will be valid after the
duration of 11 months from the date thereof unless otherwise provided in the
proxy.

        Section 9. Action by Shareholders Without a Meeting. Any action
required or permitted by law, these bylaws, or the Articles of Incorporation
of this corporation to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice and without
a vote, provided that a written consent is filed setting forth the action so
taken, and signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted, as provided by law.

                             ARTICLE II. DIRECTORS

     Section 1. Function. All corporate powers, business, and affairs will be
exercised, managed and directed under the authority of the Board of Directors.

     Section 2. Qualification. Directors John Staluppi be residents of this
state and John Staluppi be shareholders of this corporation.

                                     Page
                                     III


     Section 3. Compensation. John Staluppi will have authority to fix the
compensation for directors of this corporation.

     Section 4. Presumption of Assent. A director of the corporation who is
present at a meeting of the Board of Directors at which action on any
corporate matter is taken will be presumed to have assented to the action
taken unless he votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interest.

     Section 5. Number. This corporation will have one director.

     Section 6. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors will hold office
until his successor will have been qualified and elected at the first annual
meeting of shareholders, or until said director's earlier resignation, removal
from office or death.

     At the first annual meeting of shareholders and at each annual meeting
thereafter, the shareholders will elect directors to hold office until the
next annual meeting. Each director will hold office for a term for which he is
elected until his successor will have been qualified and elected, his prior
resignation, his removal from office or his death.

     Section 7. Vacancies. Any vacancy occurring in the Board of Directors
will be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors. A director
elected to fill a vacancy will hold 

                                     Page
                                      IV


office only until the next election of directors by the shareholders.

     Section 8. Removal of Directors. At a meeting of shareholders called
expressly for that purpose, any director or the entire Board of Directors may
be removed, with or without cause, by a vote of the holders of All of the
shares then entitled to vote at an election of directors. 

     Section 9. Quorum and Voting. All of the number of directors fixed by
these bylaws shall constitute a quorum for the transaction of business. The
act of all of the directors present at a meeting at which a quorum is present
will be the act of the Board of Directors. ---

     Section 10. Executive and Other Committees. A resolution adopted by all
of the Board of Directors, may designate from among its members an executive
committee and/or other committee(s) which will have and may exercise all the
authority of the Board of Directors to the extent provided in such resolution,
except as is provided by law.

     Section 11. Place of Meeting. Special or regular meetings of the Board of
Directors will be held written notice of the directors.

     Section 12. Notice, Time and Call of Meetings. Regular meetings of the
Board of Directors will be held without notice on December 31st of each year.
Written notice of the time and place of special meetings of the Board of
Directors will be given to each director by either personal delivery, telegram
or cablegram 

                                     Page
                                      V


at least two days before the meeting or by notice mailed to the director at
least two days before the meeting.

     Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting will constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or
convened, except when a director states, at the beginning of the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.

     Neither the business to be transacted nor the purpose of, regular or
special meetings of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.

     A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting will be given to the directors who were
not present at the time of the adjournment.

     Meetings of the Board of Directors may be called by the chairman of the
board, the president of the corporation or any two directors.

     Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other
at the same
                                     Page
                                      VI


time. Participation by such means shall constitute presence in person at a
meeting.

     Section 13. Action Without a Meeting. Any action required to be taken at
a meeting of the Board of Directors, or any action which may be taken at a
meeting of the Board of Directors or a committee thereof, may be taken without
a meeting if a consent in writing, setting forth the action so to be taken,
signed by all the directors, or all the members of the committee, as the case
may be, is filed in the minutes of the proceedings of the board or of the
committee. Such consent will have the same effect as a unanimous vote.

                             ARTICLE III. OFFICERS

     Section 1. Officers. The officers of this corporation will consist of a
president, a vice president, a secretary and a treasurer, each of whom will be
elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may be held by the
same person.

     Section 2. Duties. The officers of this corporation will have the
following duties:

     The President will be the chief executive officer of the corporation, who
generally and actively manages the business and affairs of the corporation
subject to the directions of the Board of Directors. He will preside at all
meetings of the shareholders and Board of Directors.

                                     Page
                                     VII


         The Vice President will in the event of the absence or inability of
the President to exercise his office become acting president of the
organization with all the rights, privileges and powers as if he had been duly
elected president.

     The Secretary will have custody of, and maintain all of the corporate
records except the financial records. Furthermore, he will record the minutes
of all meetings of the shareholders and Board of Directors, send all notices
of meetings and perform such other duties as may be prescribed by the Board of
Directors or the President.

         The Treasurer shall retain custody of all corporate funds and
financial records, maintain full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of
shareholders and whenever else required by the Board of Directors or the
President, and perform such other duties as may be prescribed by the Board of
Directors or the President.

     Section 3. Removal of Officers. An officer or agent elected or appointed
by the Board of Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation will be served thereby. Any
vacancy in any office may be filled by the Board of Directors.

                        ARTICLE IV. STOCK CERTIFICATES

     Section 1. Issuance. Every holder of share(s) in this corporation will be
entitled to have a certificate representing  

                                     Page
                                     VIII

all share(s) to which he is holder. No certificate representing share(s) will 
be issued until such share(s) is/are fully paid.

     Section 2. Form. Certificates representing share(s) in this corporation
will be signed by the President or Vice President and the Secretary or an
Assistant Secretary and will be sealed with the seal of this corporation.


     Section 3. Transfer of Stock. The corporation will register a stock
certificate presented for transfer if the certificate is properly endorsed by
the holder of record or by his duly authorized agent.


         Section 4. Lost, Stolen, or Destroyed Certificates. If the
shareholder will claim to have lost or destroyed a stock certificate
representing shares issued and recorded by the corporation, a new certificate
will be issued upon said shareholder presenting an affidavit claiming the
certificate of stock to be lost, stolen or destroyed. At the discretion of the
Board of Directors, said shareholder will deposit a bond or other indemnity in
such amount and with such sureties, if any, as the board may require.

                         ARTICLE V. BOOKS AND RECORDS.

     Section 1. Books and Records. This corporation will keep accurate and
complete books, records of account, and minutes of the proceedings of all
meetings of shareholders, Board of Directors, committees of directors.

     This corporation will keep, at its registered office, principal place of
business or office of its attorneys a record 

                                     Page
                                      IX


of all shareholders indicating the name, address and number of shares held by
each registered shareholder. Any books, records and minutes may be in written
form or in any other form capable of being converted into written form.

     Section 2. Shareholder's Inspection Rights. Any person who has been or
presently is a holder of record of shares or of voting trust certificates at
least six months immediately preceding his demand or for at least five percent
of the outstanding shares of the corporation, upon written demand stating the
purpose thereof, will have the right to examine and to make extracts in person
or by agent or attorney, at any reasonable time(s), for any proper purpose,
the corporation's relevant books, records of accounts, minutes and records of
shareholders.

     Section 3. Financial Information. Not later than four months after the
close of each fiscal year, this corporation will prepare a balance sheet
showing the financial condition of the corporation at the close of the fiscal
year, and a profit and loss statement showing the results of the operations of
the corporation during the fiscal year.

     Upon the written request of any shareholder or holder of voting trust
certificates for shares of the corporation, the corporation will mail to each
shareholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.

     The balance sheet and profit and loss statement will be filed in the
registered office of the corporation in this state, 

                                     Page
                                      X


will be kept for at least five years, and will be subject to inspection during
business hours by any shareholder or holder of voting trust certificates, in
person or by agent.

                            ARTICLE VI. DIVIDENDS.

     The Board of Directors of this corporation may, from time to time declare
dividends on its shares in cash, property or its own shares, except when the
corporation is insolvent or when the payment thereof would render the
corporation insolvent, subject to the provisions of the Florida Statutes.

                         ARTICLE VII. CORPORATE SEAL.

     The Board of Directors will provide a corporate seal which will be in
circular form embossing in nature and stating "Corporate Seal", "Florida",
year of incorporation and name of said corporation.

                           ARTICLE VIII. AMENDMENT.

     These bylaws may be altered, amended or repealed, and altered, amended or
new bylaws may be adopted by

                  ARTICLE IX. CORPORATE INDEMNIFICATION PLAN

     The corporation shall indemnify any person:

     (1) Who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative (other than an action by, or in the
right of, the corporation) by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint 

                                     Page
                                      XI


venture, trust, or other enterprise against such costs and expenses, and to
the extent and in the manner provided in Florida Statute 607.014;

     (2) 1Who was or is a party, or is threatened to be made a party, to any
threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director, officer, employee, or agent of the corporation or is or
was serving at the request of the corporation as a director, officer,
employee, or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
such costs and expenses, and to the extent and in the manner provided in
Florida Statute 607.014.

     The extent, amount, and eligibility for the indemnification provided
herein will be made by the Board of Directors. Said determinations will be
made by a majority vote of a quorum consisting of directors who were not
parties to such action, suit, or proceeding or by the shareholders by a
majority vote of a quorum consisting of shareholders who were not parties to
such action, suit, or proceeding.

     The corporation will have the power to make further indemnification as
provided in Florida Statute 607.014(6) except to indemnify any person against
gross negligence or willful misconduct.

     The corporation is further authorized to purchase and maintain insurance
for indemnification of any person as provided 

                                     Page
                                     XII


herein and to the extent provided in Florida Statutes 607.014(8) and
607.014(9).


                                     Page
                                     XIII





                                                                 EXHIBIT 3.119

                         CERTIFICATE OF INCORPORATION

                                      OF

                         J & S AUTO REFINISHING, LTD.





FILER:

ALAN RICHARDS

100 RING ROAD WEST

GARDEN CITY, NY 11530






                         CERTIFICATE OF INCORPORATION

                                      OF

                         J & S AUTO REFINISHING, LTD.

              Under Section 402 of the Business Corporation Law



      The undersigned, a natural person of the age of eighteen years or over,
desiring to form a corporation pursuant to the provisions of the Business
Corporation Law of the State of New York, hereby certifies as follows:
      FIRST:     The name of the corporation is:
                         J & S AUTO REFINISHING, LTD.
      SECOND:    The purpose for which it is formed is as follows:

      To engage in any lawful act or activity for which corporations may be
formed under the Business Corporation Law provided that the corporation is not
formed to engage in any act or activity which requires the consent or approval
of any state official, department, board agency or other body, without such
approval or consent first being obtained.

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

      THIRD:     The office of the corporation in the State of New York is to
be located in the County of Suffolk.

      FOURTH:    The aggregate number of shares which the corporation shall
have the authority to issue is 200, no par value.

      FIFTH:     The secretary of the state is designated as agent of the
corporation upon whom process against the corporation may

                                     -1-




be served, and the address to which the Secretary of State shall mail a copy
of any process against the corporation served upon him is: 655 Muncy Avenue,
W. Babylon, NY 11704.

      SIXTH: A director of the corporation shall not be personally liable to
the corporation or its shareholders for damages for any breach of duty in such
capacity except for liability if a judgment or other final adjudication
adverse to a director establishes that his or her acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that the director personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that the director's
acts violated Section 719 of the Business Corporation Law; or liability for
any act or omission prior to the adoption of this provision.

      IN WITNESS WHEREOF, I hereunto sign my name and affirm that the
statements made herein are true under the penalties of perjury.
Dated:  May 10, 1995


/s/ Scott J. Schuster
Scott J. Schuster, Incorporator
283 Washington Avenue
Albany, New York  12206


                                     -2-

                                                                 Ex-3.120
                                    BY-LAWS

                                       OF

                          J & S AUTO REFINISHING, LTD.


                        ARTICLE I. SHAREHOLDERS' MEETING

SECTION 1. ANNUAL MEETING.

         The annual meeting of the shareholders shall be held within five
months after the close of the fiscal year of the Corporation, for the purpose
of electing directors, and transacting such other business as may properly come
before the meetings.

SECTION 2. AGENDA AT THE SHAREHOLDERS' ANNUAL MEETING.

         (a)  Calling the meeting to order;

         (b)  Roll call;

         (c)  Reading of the minutes of the last meeting;

         (d)  Reports of the Officers;

         (e)  Reports of the Committees;

         (f)  Election of the Directors;

         (g)  Adjournment

SECTION 3. SPECIAL MEETINGS.

         Special meetings of the shareholders may be called at any time by the
Board of Directors or by the President or the Secretary at the written request
of the holders of fifty percent (50%) of the shares then outstanding and
entitled to vote thereat, or as otherwise required under the provisions of the
Business Corporation Law.

SECTION 4. PLACE OF MEETINGS.

         All meetings of shareholders shall be held at the principal office of
the Corporation, or at such other places within or without the State of New
York as shall be designated in the notices or waivers of notice of such
meetings.

SECTION 5. NOTICE OF MEETINGS.

            (a) Written notice of each meeting of shareholders, whether annual
or special, stating the time when and place where it is to be held, shall be
served either personally or by mail, not less than ten or more than fifty days
before the meeting,

                                       1


upon each shareholder of record entitled to vote at such meeting, and to any
other shareholder to whom the giving of notice may be required by law. Notice
of a special meeting shall also state the purpose or purposes for which the
meeting is called, and shall indicate that it is being issued by, or at the
direction of, the person or persons calling the meeting. If, at any meeting,
action is proposed to be taken that would, if taken, entitle shareholders to
receive payment for their shares pursuant to the Business Corporation Law, the
notice of such meeting shall include a statement of that purpose and to that
effect. If mailed, such notice shall be directed to each such shareholder at
his address, as it appears on the records of the shareholders of the
Corporation, unless he shall have previously filed with the Secretary of the
Corporation a written request that notices intended for him be mailed to some
other address, in which case, it shall be mailed to the address designated in
such request.

         (b) Notice of any meeting need not be given to any person who may
become a shareholder of record after the mailing of such notice and prior to
the meeting, or to any shareholder who attends such meeting, in person or by
proxy, or to any shareholder who, in person or by proxy, submits a signed
waiver of notice either before or after such meeting. Notice of any adjourned
meeting of shareholders need not be given, unless otherwise required by
statute.

SECTION 6. QUORUM OF SHAREHOLDERS:

         (a) Except as otherwise provided herein, or by statute, or in the
Certificate of Incorporation (such Certificate and any amendments thereof being
hereinafter collectively referred to as the "Certificate of Incorporation"), at
all meetings of shareholders of the Corporation, the presence at the
commencement of such meetings in person or by proxy of shareholders holding of
record a majority of the total number of shares of the Corporation then issued
and outstanding and entitled to vote, shall be necessary and sufficient to
constitute a quorum for the transaction of any business. The withdrawal of any
shareholder after the commencement of a meeting shall have no effect on the
existence of a quorum, after a quorum has been established at such meeting.

         (b) Despite the absence of a quorum at any annual or special meeting
of shareholders, the shareholders, by a majority of the votes cast by the
holders of shares entitled to vote thereon, may adjourn the meeting. At any
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally called
if a quorum had been present. However, if after the adjournment, the Board of
Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each shareholder of record on the new
record date.

                                       2


SECTION 7. VOTING:

         (a) Except as otherwise provided by statute or by the Certificate of
Incorporation, any corporate action, other than the election of directors to be
taken by vote of the shareholders, shall be authorized by a majority of votes
cast at a meeting of shareholders by the holders of shares entitled to vote
thereon. Election of directors shall be accomplished by a candidate receiving a
plurality of the votes cast at a shareholder's meeting by the shareholders
entitled to vote in the election.

         (b) Except as otherwise provided by statute or by the Certificate of
Incorporation, at each meeting of shareholders, each holder of record of stock
of the Corporation entitled to vote thereat, shall be entitled to one vote for
each share of stock registered in his name on the books of the Corporation.
Upon demand of the shareholders holding ten percent (10%) in interest of the
shares, present in person or by proxy, and entitled to vote, and voting shall
be by ballot.

SECTION 8. PROXIES.

         Each shareholder entitled to vote or to express consent or dissent
without a meeting, may do so by proxy; provided, however, that the instrument
authorizing such proxy to act shall have been executed in writing by the
shareholder himself, or by his attorney-in-fact thereunto duly authorized in
writing. No proxy shall be valid after the expiration of eleven months from the
date of its execution, unless the persons executing it shall have specified
therein the length of time it is to continue in force. Such instrument shall be
exhibited to the Secretary at the meeting and shall be filed with the records
of the Corporation.

SECTION 9. ACTION WITHOUT A MEETING

         Any resolution in writing, signed by all of the shareholders entitled
to vote thereon, shall constitute action by such shareholders to the effect
therein expressed, with the same force and effect as if the same had been duly
passed by unanimous vote at a duly called meeting of shareholders, and such
resolution so signed shall be inserted in the minute book of the Corporation
under its proper date.


                             ARTICLE II. DIRECTORS

SECTION 1. NUMBER.

         The affairs and the business of the Corporation, except as otherwise
provided in the Certificate of Incorporation, shall be managed by the Board of
Directors. The number of the directors of the Corporation shall be one (1)
unless and until

                                       3


otherwise determined by vote of a majority of the entire Board of Directors.
The "entire Board" as used in this Article shall mean the total number of
directors which the Corporation would have if there were no vacancies. The
number of directors shall not be less than three, unless all of the outstanding
shares are owned beneficially and of record by less than three shareholders, in
which event the number of directors shall not be less than the number of
shareholders.

SECTION 2. HOW ELECTED.

         At the annual meeting of shareholders, the persons duly elected by the
votes cast at the election held thereat shall become the directors for the
ensuing year.

SECTION 3. TERM OF OFFICE AND QUALIFICATIONS.

         The term of office of each of the directors shall be until the next
annual meeting of shareholders and thereafter until a successor has been
elected and qualified. Each director shall be at least eighteen years of age.

SECTION 4. DUTIES OF DIRECTORS.

         The Board of Directors shall have the control and general management
of the affairs and business of the Corporation unless otherwise provided in the
certificate of Incorporation. Such directors shall in all cases act as a Board
regularly convened by a majority, and they may adopt such rules and regulations
for the conduct of their meetings, and the management and business of the
Corporation as they may deem proper, not inconsistent with these By-Laws and
the Laws of the State of New York.

SECTION 5. DIRECTORS' MEETINGS.

         Regular meetings of the Board of Directors shall be held immediately
following the annual meetings of the shareholders, and at such other times as
the Board of Directors may determine. Special meetings of the Board of
Directors may be called by the President at any time and must be called by the
President or the Secretary upon the written request of two directors. All
meetings, both regular and special, shall be held at the principal office of
the Corporation or at such other location, within or without the State of New
York, as the Board of Directors may from time to time determine.

SECTION 6. NOTICE OF MEETINGS.

         Notice of the place, day and hour of every regular and special meeting
shall be given to each director by delivering the same to him personally or
sending the same to him by telegraph or leaving the same at his residence or
usual place of business, at least one (1) day before the meeting, or shall be
mailed to each

                                       4


director, postage prepaid and addressed to him at the last known Post Office
address according to the records of the Corporation, at least three (3) days
before the meeting. No notice of any adjourned meeting of the Board of
Directors needs to be given other than by announcement at the meeting, subject
to the provisions of Section 7 of this Article.

SECTION 7. QUORUM OF DIRECTORS.

         At any meeting of the Board of Directors, except as otherwise provided
by the Certificate of Incorporation, or by these By-Laws, a majority of the
Board of Directors shall constitute a quorum for the transaction of business.
However, a lesser number, when not constituting a quorum, may adjourn the
meeting until a quorum shall be present or represented.

SECTION 8. DIRECTOR AND COMMITTEE ACTION BY CONFERENCE TELEPHONE.

         Any one or more members of the Board of Directors, or of any committee
thereof, may participate in a meeting of such Board or committee by means of a
conference telephone or similar equipment which allows all persons
participating in the meeting to hear each other at the same time. Participation
by such means shall constitute presence in person at such a meeting.

SECTION 9. VOTING.

         Except as otherwise provided by statute, or by the Certificate of
Incorporation, or by these By-Laws, the affirmative vote of a majority of the
Directors present at any meeting of the Board of Directors at which a quorum is
present shall be necessary for the transaction of any item of business thereat.
Any resolution in writing, signed by all of the directors entitled to vote
thereon, shall constitute action by such directors to the effect therein
expressed, with the same force and effect as if the same had been duly passed
by unanimous vote at a duly called meeting of directors and such resolution so
signed shall be inserted in the minute book of the Corporation under its proper
date.

SECTION 10. VACANCIES.

         Unless otherwise provided in the Certificate of Incorporation,
vacancies in the Board of Directors occurring between annual meetings of the
shareholders, other than vacancies due to the removal of directors without
cause, shall be filled for the unexpired portion of the term by a majority vote
of the remaining directors, even though less than a quorum exists. Vacancies
occurring in the Board by reason of the removal of directors without cause may
be filled only by vote of the shareholders. A director so elected shall hold
office for the unexpired term of his predecessor, and until his successor has
been elected and qualified.

                                       5


SECTION 11. REMOVAL OF DIRECTORS.

         Any or all of the directors may be removed, either with or without
cause at any time by a vote of the shareholders at any meeting called for such
purpose, and another director, or more than one may be elected by such
shareholders in the place of the director(s) so removed, to serve for the
remainder of the term.

SECTION 12. RESIGNATION.

         Any director may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice, such resignation shall take effect
upon receipt thereof by the Board of Directors or such officer, and the
acceptance of such resignation shall not be necessary to make it effective.
However, such resignation will not be effective to discharge any accrued
obligations or duties of a director.

SECTION 13. SALARY.

         No stated salary shall be paid to directors, as such, for their
services, but by resignation of the Board of Directors a fixed sum and expenses
of attendance, if any, may be allowed for attendance at each regular or special
meeting of the Board, provided, that nothing herein contained shall be
construed to prevent any director from serving the Corporation in any other
capacity and receiving compensation therefor.

SECTION 14. CONTRACTS.

         (a) No contract or other transaction between this Corporation and any
other Corporation shall be impaired, affected or invalidated, nor shall any
director be liable in any way by reason of the fact that any one or more of the
directors of this Corporation is or are interested in, or is a director or
officer, or are directors or officers of such other Corporation, provided that
such facts are disclosed or made known to the Board of Directors.

         (b) Any director, personally and individually, may be interested in
any contract or transaction of this Corporation, and no director shall be
liable in any way by reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of Directors, and provided
that the Board of Directors shall authorize, approve or ratify such contract or
transaction by the vote (not counting the vote of any such director) of a
majority of a quorum, notwithstanding the presence of any such director at the
meeting at which such action is taken. Such director or directors may be
counted in determining the presence of a quorum at such meeting. This Section
shall not be construed to impair or invalidate or in any way affect any
contract or other transaction which would otherwise be valid

                                       6


under the law (common, statutory or otherwise) applicable thereto.

         (c) However, if there was no such disclosure or knowledge, or if the
vote of such interested director was necessary for the approval of such
contract or transaction at a meeting of the Board or committee at which it was
approved, the Corporation may avoid the contract or transaction, unless the
party or parties thereto shall establish affirmatively that the contract or
transaction was fair and reasonable as to the Corporation, at the time it was
approved by the Board, a committee or the shareholders.

SECTION 15. COMMITTEES.

         The Board of Directors, by resolution adopted by a majority of the
entire Board, may designate from among its members an executive committee and
such other committees, and alternate members thereof, as they deem desirable,
each consisting of three or more members, with such powers and authority (to
the extent permitted by law) as may be provided in such resolution. Each such
committee shall serve at the pleasure of the Board of Directors.

                                       7


                             ARTICLE III. OFFICERS

SECTION 1. NUMBER OF OFFICERS.

         The officers of the Corporation shall consist of a President, a
Secretary, a Treasurer, and such other officers, including a Chairman of the
Board of Directors, and one or more Vice Presidents, as the Board of Directors
may from time to time deem advisable. Any officer other than the Chairman of
the Board of Directors may be, but is not required to be, a director of the
Corporation. Any officer may hold more than one office except the same person
may not hold the office of President and Secretary.

SECTION 2. ELECTION OF OFFICERS.

         Officers of the Corporation shall be elected at the first meeting of
the Board of Directors. Thereafter, and unless otherwise provided in the
Certificate of Incorporation, the officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately after the
annual meeting of shareholders and shall hold office for one year and until
their successors have been duly elected and qualified.

SECTION 3. REMOVAL OF OFFICERS.

         Any officer elected by the Board of Directors may be removed, with or
without cause, and a successor elected, by a vote of the Board of Directors.
Any officer elected by the shareholders may be removed, with or without cause,
and a successor elected, only by a vote of the shareholders. Additionally, an
officer elected by the shareholders may have his authority suspended, for
cause, by the Board of Directors.

SECTION 4. PRESIDENT.

         The President shall be the chief executive officer of the Corporation
and shall have general charge of business, affairs and property thereof,
subject to direction of the Board of Directors, and shall have general
supervision over its officers and agents. He shall, if present, preside at all
meetings of the Board of Directors in the absence of a Chairman of the Board
and at all meetings of shareholders. He may do and perform all acts incident to
the office of President.

SECTION 5. VICE PRESIDENT.

         In the absence of or inability of the President to act, the Vice
President shall perform the duties and exercise the powers of the President and
shall perform such other functions as the Board of Directors may from time to
time prescribe.

                                       8


SECTION 6. SECRETARY.

         The Secretary shall:

         (a) Keep the minutes of the meetings of the Board of Directors and of
the shareholders in appropriate books.

         (b) Give and serve all notice of all meetings of the Corporation.

         (c) Be custodian of the records and of the seal of the Corporation and
affix the latter to such instruments or documents as may be authorized by the
Board of Directors.

         (d) Keep the shareholder records in such a manner as to show at any
time the amount of shares, the manner and the time the same was paid for, the
names of the owners thereof alphabetically arranged and their respective places
of residence, or their Post Office addresses, the number of shares owned by
each of them and the time at which each person became owner, and keep such
shareholder records available daily during the usual business hours at the
office of the Corporation subject to the inspection of any person duly
authorized, as prescribed by law.

         (e) Do and perform all other duties incident to the office of
Secretary.

SECTION 7. TREASURER.

         The Treasurer shall:

         (a) Have the care and custody of and be responsible for all of the
funds and securities of the Corporation and deposit of such funds in the name
and to the credit of the Corporation in such a bank and safe deposit vaults as
the directors may designate.

         (b) Exhibit at all reasonable times his books and accounts to any
director or shareholder of the Corporation upon application at the office of
the Corporation during business hours.

         (c) Render a statement of the condition of the finances of the
Corporation at each stated meeting of the Board of Directors if called upon to
do so, and a full report at the annual meeting of shareholders. He shall keep
at the office of the Corporation correct books of account of all of its
business and transactions and such books of account as the Board of Directors
may require. He shall do and perform all other duties incident to the office of
Treasurer.

         (d) Give the Corporation security for the faithful performance of his
duties in such sum and with such surety as the Board of Directors may require.

                                       9


SECTION 8. DUTIES OF OFFICERS MAY BE DELEGATED.

         In the case of the absence of any officer of the Corporation, or for
any reason the Board may deem sufficient, the Board may, except as otherwise
provided in these By-Laws, delegate the powers or duties of such officers to
any other officer or any director for the time being, provided a majority of
the entire Board concur therein.

SECTION 9. VACANCIES - HOW FILLED.

         Should any vacancy in any office occur by death, resignation or
otherwise, the Board of Directors may appoint any qualified person to fill such
vacancy, without undue delay, at its next regular meeting or at a special
meeting called for that purpose, except as otherwise provided in the
Certificate of Incorporation.

SECTION 10. COMPENSATION OF OFFICERS.

         The officers shall receive such salary or compensation as may be fixed
and determined by the Board of Directors, except as otherwise provided in the
Certificate of Incorporation. No officer shall be precluded from receiving any
compensation by reason of the fact that he is also a director of the
Corporation.

                                      10


                  ARTICLE IV. CERTIFICATES REPRESENTING SHARES

SECTION 1.  ISSUE OF CERTIFICATES REPRESENTING SHARES.

         The President shall cause to be issued to each shareholder one or more
certificates, under the seal of the Corporation, signed by the President (or
Vice-President) and the Treasurer (or Secretary) certifying the number of
shares owned by him in the Corporation. Each certificate shall state upon the
face thereof: (1) That the Corporation is formed under the laws of this state.
(2) The name of the person or persons to whom issued. (3) The number and class
of shares, and the designation of the series, if any, which such certificate
represents. Any restrictions upon transfers imposed by the Corporation should
be conspicuously noted on the certificate.

SECTION 2. LOST, DESTROYED AND STOLEN SHARE CERTIFICATES.

         The holder of any certificate representing shares of the Corporation
shall immediately notify the corporation of any loss, destruction or wrongful
taking of the certificate representing the same. The Corporation may issue a
new certificate in the place of any certificate thereto issued by it, alleged
to have been lost, destroyed or wrongfully taken. On production of such
evidence of loss as the Board of Directors in its discretion may require, the
Board of Directors may require the owner of the missing certificate, or his
legal representatives, to give the Corporation a bond in such sum as the Board
may direct, and with such surety or sureties as may be satisfactory to the
Board, to indemnify the Corporation against any claims, loss, liability or
damage it may suffer on account of the issuance of the new certificate. A new
certificate may be issued without requiring any such evidence or bond when, in
the judgment of the Board of Directors, it is proper so to do.

SECTION 3. TRANSFERS OF SHARES.

         (a) Transfers of shares of the Corporation shall be made on the shares
records of the Corporation only by the holder of record thereof, in person or
by his duly authorized attorney, upon surrender for cancellation of the
certificate or certificates representing such shares, with an assignment or
power of transfer endorsed thereon or delivered therewith, duly executed, with
such proof of the authenticity of the signature and of authority to transfer
and of payment of transfer taxes as the Corporation or its agents may require.

         (b) The Corporation shall be entitled to treat the holder of record of
any share or shares as the absolute owner thereof for all purposes and,
accordingly, shall not be bound to recognize any legal, equitable or other
claim to, or interest in, such share or shares on the part of any other person,
whether or

                                      11


not it shall have express or other notice thereof, except as otherwise
expressly provided by law.


                                ARTICLE V. SEAL

         The seal of the Corporation shall be as follows:




                          ARTICLE VI. INDEMNIFICATION.

         The Corporation shall indemnify any person, made a party to an action
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he, his testator or intestate, is or was a director,
officer, or employee of the Corporation, against the reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense of such action, or in connection with an appeal
therein, except in relation to matters as to which such person is adjudged to
have breached his duty to the Corporation. The Corporation shall indemnify any
person made a party to an action against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees actually and
necessarily incurred as a result of such action, if such person acted in good
faith, for a purpose which he reasonably believed to be in the best interests
of the Corporation, and, in criminal actions, had no reasonable cause to
believe that his conduct was unlawful. Such rights of indemnification shall not
exclude other rights to which such person may be entitled.


                 ARTICLE VII. DIVIDENDS OR OTHER DISTRIBUTIONS

         The Corporation, by vote of the Board of Directors, may declare and
pay dividends or make other distributions in cash or its bonds or its property
on its outstanding shares to the extent as provided and permitted by law,
unless contrary to any restriction contained in the Certificate of
Incorporation.


                      ARTICLE VIII. NEGOTIABLE INSTRUMENTS

         All checks, notes or other negotiable instruments shall be signed on
behalf of this Corporation by such of the officers, agents and employees as the
Board of Directors may from time to time designate, except as otherwise
provided in the Certificate of Incorporation.

                                      12


                            ARTICLE IX. FISCAL YEAR

         The fiscal year of the Corporation shall be determined by resolution
of the Board of Directors.


                             ARTICLE X. AMENDMENTS

SECTION 1. BY SHAREHOLDERS.

         All by-laws of the Corporation shall be subject to alteration or
repeal, and new by-laws may be made, by a majority vote of the shareholders at
the time entitled to vote in the election of directors.

SECTION 2. BY DIRECTORS.

         The Board of Directors shall have power to make, adopt, alter, amend
and repeal, from time to time, the by-laws of the Corporation; provided,
however, that the shareholders entitled to vote with respect thereto, as in
this Article X above-provided, may alter, amend or repeal by-laws made by the
Board of Directors; except that the Board of Directors shall have no power to
change the quorum for meetings of shareholders or of the Board of Directors, or
to change any provisions of the by-laws with respect to the removal of
directors or the filling of vacancies in the Board resulting from the removal
by the shareholders. If any by-law regulating an impending election of
directors is adopted, amended or repealed by the Board of Directors, there
shall be set forth in the notice of the next meeting of shareholders for the
election of directors, the by-law so adopted, amended or repealed, together
with a concise statement of the changes made therein.


                              ARTICLE XI. OFFICES

         The offices of the Corporation shall be located in the City, County
and State designated in the Certificate of Incorporation. The Corporation may
also maintain offices at such other places within or without the United States
as the Board of Directors may, from time to time, determine.

         The undersigned Incorporator certifies that he has adopted the
foregoing by-laws as the first by-laws of the Corporation, in accordance with
the requirements of the Business Corporation Law.

Dated:  May 22, 1995

                                            /s/ [Illegible]
                                            ------------------------------
                                                        Director

                                      13


                       ACTION OF THE SOLE STOCKHOLDER OF
                            AMITY AUTO PLAZA, LTD.,
                       AMITY NISSAN OF MASSAPEQUA, LTD.,
                        AUTO MALL PAYROLL SERVICES INC.,
                            AUTO MALL STORAGE, INC.,
                        FLORIDA CHRYSLER PLYMOUTH, INC.,
                          J&S AUTO REFINISHING, LTD.,
                               JS IMPORTS, INC.,
                          NORTHLAKE AUTO FINISH, INC.,
                             PALM AUTO PLAZA, INC.,
                             WESTBURY NISSAN, LTD.,
                           WESTBURY SUPERSTORE, LTD.,
                           WEST PALM AUTO MALL, INC.
                         WEST PALM INFINITI, INC., AND
                             WEST PALM NISSAN, INC.
                            TAKEN BY WRITTEN CONSENT
                              IN LIEU OF A MEETING

         Pursuant to Section 228 of the General Corporation Law of the State of
Delaware, the undersigned, being the sole stockholder of Amity Auto Plaza,
Ltd., Amity Nissan of Massapequa, Ltd., Auto Mall Payroll Services, Inc., Auto
Mall Storage, Inc., Florida Chrysler Plymouth, Inc., J&S Auto Refinishing,
Ltd., JS Imports, Inc., Northlake Auto Finish, Inc., Palm Auto Plaza, Inc.,
Westbury Nissan Ltd., Westbury Superstore, Ltd., West Palm Auto Mall, Inc.,
West Palm Infiniti, Inc., and West Palm Nissan, Inc. (the "Companies") does
hereby consent to and adopt the following resolutions, as the action of the
sole stockholder of the Companies in lieu of a meeting, and hereby directs that
this written consent to such action be filed with the minutes of the
proceedings of the stockholder of the Companies.

         NOW, THEREFORE, BE IT RESOLVED, that the number of directors
constituting the Board of Directors of the Companies is hereby set at three
(3); and

         FURTHER RESOLVED, that the following persons be, and hereby are,
elected as Directors of the Companies, the term of office of each such person
to be until their respective successors shall be elected and qualified:

                             Marshall S. Cogan
                             James R. Davidson
                             Robert H. Nelson



         IN WITNESS WHEREOF, the undersigned stockholder hereunto sets its hand
as of the 30 day of April, 1997.

                                            UAG EAST, INC.


                                            By: /s/ George G. Lowrance
                                               -------------------------------
                                                George G. Lowrance
                                                Vice President



                        ACTION OF THE BOARD OF DIRECTORS
                           OF AMITY AUTO PLAZA, LTD.,
                       AMITY NISSAN OF MASSAPEQUA, LTD.,
                          J&S AUTO REFINISHING, LTD.,
                            WESTBURY NISSAN LTD. AND
                           WESTBURY SUPERSTORE, LTD.
                       TAKEN BY UNANIMOUS WRITTEN CONSENT
                              IN LIEU OF A MEETING

         Pursuant to Section 708(b) of the New York Business Corporation Law,
the undersigned, being all of the members of the Boards of Directors (the
"Boards") of Amity Auto Plaza, Ltd. ("Amity Toyota"), Amity Nissan of
Massapequa, Ltd. ("Amity Nissan"), J&S Auto Refinishing, Ltd. ("J&S"), Westbury
Nissan Ltd. ("Westbury Nissan") and Westbury Superstore, Ltd. ("Westbury
Toyota", and together with Amity Toyota, Amity Nissan, J&S and Westbury Nissan,
the "Corporations"), hereby consent to and adopt the following resolutions by
unanimous written consent in lieu of a meeting, and hereby waive any and all
rights to notice of time, place, or purpose of the meeting to consider the
action taken herein and hereby direct that this instrument be filed with the
minutes of the proceedings of each of the Boards.

I.  ELECTION OF OFFICERS.

         RESOLVED, that the following named persons are hereby declared elected
to the offices of each of the Corporations set forth opposite their respective
names to serve as such officers pursuant to the Bylaws of each Corporation:

         Marshall S. Cogan                    Chairman of the Board, Chief
                                              Executive Officer and President

         Robert H. Nelson                     Vice President and Treasurer

         Karl H. Winters                      Vice President

         Philip N. Smith, Jr.                 Vice President and Secretary

         George G. Lowrance                   Vice President and Assistant
                                              Secretary

         Lauren Dowling                       Vice President and Assistant
                                              Secretary

         James R. Davidson                    Vice President

         John A. Staluppi, Jr.                Vice President

         Tambra S. King                       Assistant Secretary



II.  APPROVAL OF GUARANTIES.

         RESOLVED, that the Corporations are hereby authorized and empowered to
serve as guarantors of the obligations of United Auto Group, Inc., a Delaware
corporation ("Borrower") under a loan agreement between Borrower and John A.
Staluppi ("Lender") and under any other financing by Borrower from Lender, and
to subordinate any indebtedness of Borrower to the Corporations to the
indebtedness of Borrower to Lender under any financing obtained by Borrower
from Lender;

         FURTHER RESOLVED, that any one of the President, and Vice President,
the Treasurer, the Secretary or any other officer of the Corporations be and
they are hereby each and all authorized, empowered and directed in the name and
on behalf of the Corporations, whether or not under its corporate seal, to
guaranty the obligations of Borrower to Lender and to subordinate indebtedness
to the Corporations to the indebtedness of Borrower to Lender under the loan
agreement or under any other financing by Borrower from Lender, and in
connection therewith, in furtherance thereof and pursuant thereto, to make,
enter into, execute and deliver to Lender, any guaranties, subordinations,
security agreements, Uniform Commercial Code Financing Statements, drafts,
assignments, and any amendments to any of the foregoing, and any other
agreements, documents, certificates or instruments, and any amendments thereto,
arising out of, related to, or in connection with, any of the forgoing
agreements, documents, or transactions, as such officer in his or her sole
discretion deems appropriate and which may be requested or required by Lender
in connection any business between the Corporations and Lender;

         FURTHER RESOLVED, that the foregoing Resolution is adopted in addition
to, and not in replacement of, and shall not be limited by, any and all
Resolutions heretofore adopted by these Corporations governing any transaction
with or involving Lender, and the foregoing Resolution contained herein shall
continue in force until express written notice of its prospective rescission or
modification as to the future transactions not then existing or committed to by
Lender has been furnished to and received by Lender, respectively;

         FURTHER RESOLVED, that any and all prior and existing guaranties
granted by these Corporations in favor of Lender be and the same hereby are in
all respects ratified, approved and confirmed; and

         FURTHER RESOLVED, that the Secretary or any Assistant Secretary of
these Corporations be and they are hereby each and all authorized and empowered
to certify the authenticity and completeness of these Resolutions, the Articles
of Incorporation and Bylaws of these Corporations, and the names of the
officers



and employees of these Corporations and that their signatures are true.

III.  APPROVAL OF FLOOR PLAN FINANCING.

         RESOLVED, that Amity Toyota, Amity Nissan, Westbury Nissan and
Westbury Toyota (each a "Dealer" and collectively the "Dealers") are hereby
authorized and empowered to enter into a wholesale floor plan security
agreement between such Dealer and World Omni Financial Corp., a Florida
corporation ("WOFCO") or VT Inc. as Trustee of World Omni, LT, and to enter
into any documents related thereto;

         FURTHER RESOLVED, that the officers of the Corporations be, and each
of them hereby is, duly authorized and empowered to take all action and to
execute and deliver and to file or record, as the case may be, any and all such
documents, agreements, instruments, certificates or instructions as they or any
of them may deem necessary or advisable in order to carry into effect the
purpose and intent of the foregoing resolutions or the transactions
contemplated therein or thereby, as shall be evidenced conclusively by the
taking of such actions or the execution and delivery and the filing and
recording, as the case may be, of such documents, agreements, instruments,
certificates or instructions by such officers; and

         FURTHER RESOLVED, that any and all such actions heretofore taken and
any and all documents, agreements, instruments, certificates or instructions
(however characterized or described) heretofore executed and delivered or filed
and recorded, as the case may be, on behalf of the Corporations, by the
officers of the Corporations, or any of them, in order to carry into effect the
purposes and intent of the foregoing resolutions or the transactions
contemplated therein or thereby (including, but not limited to, a wholesale
floor plan security agreement) are hereby ratified, confirmed and adopted and
approved in all respects.

         This Consent may be executed in counterparts, each of which shall be
an original but all of which taken together shall continue one and the same
instrument.

         IN WITNESS WHEREOF, the undersigned Directors of each of the
Corporations have executed this Consent as of the 30 day of April, 1997.

                                            /s/ Marshall S. Cogan
                                            -------------------------
                                            MARSHALL S. COGAN

                                            /s/ James R. Davidson
                                            -------------------------
                                            JAMES R. DAVIDSON

                                            /s/ Robert H. Nelson
                                            -------------------------
                                            ROBERT H. NELSON



             
                                                               EXHIBIT 3.121



                           ARTICLES OF INCORPORATION

                                      OF
                        NORTHLAKE AUTO FINISHING, INC.

      The undersigned subscribes to these Articles of Incorporation to form a
corporation for profit under the laws of the State of Florida.

                                   ARTICLE I

      The name of the corporation shall be:

                        NORTHLAKE AUTO FINISHING, INC.

and its principal office for the conduct of business shall be:

       3701 Northlake Boulevard, Lake Park, FL. 33403.

The Board of Directors may from time to time move the principal office to any
other address in Florida.

                                  ARTICLE II

      The general nature of the business to be conducted by this corporation
is to engage in any activities or business permitted under the laws of the
United States and Florida; in the transaction of any or all lawful business
for which corporations may be incorporated under the laws of the laws of the
State of Florida.

                                  ARTICLE III

      The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is two hundred (200) shares of
common stock a the One Dollar ($1.00) par value. Said capital stock shall be
fully paid and nonassessable, which shall be equal and uniform in all respects
but subject to all restrictions and conditions of the by-laws of the
corporation pertaining hereto, and shall be payable in lawful money of the
United States, or in property, labor, or in services at a just valuation to be
fixed by the stockholders at a meeting duly convened and held. The amount of
capital with which the corporation shall begin shall be the sum of TWO HUNDRED
AND NO/100 ($200.00) DOLLARS.

                                  ARTICLE IV

      The transferability of any of the shares of stock in this corporation
may be restricted by any shareholders agreement entered into by all of the
holders of any share or shares of the stock of this corporation at the time
the stockholders agreement is executed.

                                   ARTICLE V

      The term for which this corporation shall exist shall be perpetual and
the business of the corporation shall be conducted, carried on, and managed by
the officers of this corporation and a Board of Directors composed of one or
more members, which number may be altered from time to time by the by-laws of
this corporation within the time limitations prescribed by the law. The
officers of this corporation shall be a President, Vice-President, Secretary,
Treasurer, and any other officer as to the Board of Directors may seem
expedient. Any two or more offices may be held by the same person.






                                     ARTICLE VI

      The names and addresses of the Directors constituting the initial Board
of Directors are as follows:

Name                                Address                    Office
- ----                                -------                    ------
John Staluppi              205 Sunrise Avenue                 Director
                             West Islip, NY 11795

Michael Passaro            3701 Northlake Blvd.               President
                              Lake Park, FL 33403

Jeanette Staluppi          205 Sunrise Avenue                Secretary,
                           West Islip, NY 11795               Treasurer


                                  ARTICLE VII

      The name and street address of the corporation's initial registered
agent is:

                              Douglas E. Thompson
                             1937 Okeechobee Blvd.
                           West Palm Beach, FL 33401

                                    ARTICLE VIII

      The name and address of the incorporator is as follows:

               John Staluppi        205 Sunrise Avenue
                                    West Islip, NY 11795

                                     ARTICLE IX

      No contract, act or transaction of this corporation with any person or
persons, firm, or other corporation, in the absence of fraud or wrongdoing,
shall be affected or invalidated by the fact that any director of this
corporation is a party to or interested in such contract, act, or transaction,
or in any way connected with such person or persons, firm, or corporation.
Each and every person who may become a director of this corporation is hereby
relieved from any liability that might otherwise exist from thus contracting
with this corporation for the benefit of himself or herself or any other firm,
association, or corporation in which he or she may in any way be interested.
Any director of this corporation may vote upon any contract or other
transaction between the corporation and any subsidiary or controlled company
without regard to the fact that he or she is also a director of such
subsidiary or controlled company.

                                   ARTICLE X

      These Articles of Incorporation may be amended, changed, altered or
repealed in the manner now or hereafter prescribed by the Florida Statutes and
all rights conferred upon stockholders herein are granted subject to this
reservation.

                                     -2-

                                      


                                      
                                    ARTICLE XI

      This corporation shall commence its existence on the date the charter
for this corporation is approved by the Secretary of State.

      Witness my hand and seal this 18th of August 1988.

                                    /s/ John Staluppi
                                    -----------------------------------
                                    John Staluppi

      I hereby accept appointment as Registered Agent.

      Witness my hand and seal this 18th day of August 1988.

                                    /s/ Douglas E. Thompson
                                    -----------------------------------
                                    Douglas E. Thompson


STATE OF FLORIDA              )
                              )ss:
COUNTY OF PALM BEACH          )

      I HEREBY CERTIFY that on this day before me, a Notary Public, duly
authorized to take acknowledgments, personally appeared John Staluppi, to me
known to be the person described as subscriber to the foregoing Articles of
Incorporation and who executed the same, and acknowledged before me that he
subscribed to these Articles of Incorporation.

      WITNESS my hand and official seal in the County and State named above
this 18th day of August 1988.

                                    /s/ Douglas E. Thompson
                                   ---------------------------------------
                                    NOTARY PUBLIC, STATE OF FLORIDA
                                   AT LARGE

                                    My Commission Expires:



STATE OF FLORIDA              )
                              )ss:
COUNTY OF PALM BEACH          )

      I HEREBY CERTIFY that on this day before me, a Notary Public, duly
authorized to take acknowledgments, personally appeared Douglas E. Thompson,
to me known to be the person described as Registered Agent of the above
Corporation and who executed the same, and acknowledged before me that he
accepted the office of Registered Agent.

      WITNESS my hand and official seal in the County and State named above
this 18 day of August 1988.

                                      /s/
                                    --------------------------------------
                                    NOTARY PUBLIC, STATE OF FLORIDA
                                    AT LARGE
  
                                    My Commission Expires:


                                     -3-




                  AMENDMENT OF CERTIFICATE OF INCORPORATION

                                      OF

                        NORTHLAKE AUTO FINISHING, INC.



      WE, THE UNDERSIGNED, being the total number of directors and
shareholders of NORTHLAKE AUTO FINISHING, INC., Palm Beach County, Lake Park,
Florida, do hereby state that it is our intention and desire to amend the name
of the corporation as stated in the Articles of Incorporation as follows:

ARTICLE I

      The name of this corporation shall be NORTHLAKE AUTO FINISH, INC.
      The foregoing amendment was adopted by the stockholders and directors
of the corporation on the  6  day of September, 1988.

      IN WITNESS WHEREOF, the undersigned president and secretary of this
corporation have executed these Articles of Amendment this 6 day of Sept.,
1988.

                                    /s/ Michael Passaro
                                    --------------------------------------
                                    Michael Passaro, as President


                                    /s/ Jeanette Staluppi
                                    --------------------------------------
                                    Jeanette Staluppi, as Secretary

STATE OF FLORIDA
COUNTY OF PALM BEACH

      BEFORE ME, the undersigned authority, personally appeared Michael
Passaro, to me well known to be the person described in and who executed the
foregoing instrument, and acknowledged before me that he executed the same for
the purpose therein expressed.

      WITNESS my hand and official seal at the county and state aforesaid this
6th day of September, 1988.

                                    /s/
                                    --------------------------------------
                                    Notary Public
                                    State of Florida at Large



                                                                      EX 3.123



                           ARTICLES OF INCORPORATION
                                      OF
                             PALM AUTO PLAZA, INC.

         The undersigned subscribes to these Articles of Incorporation to form
a corporation for profit under the laws of the State of Florida.

                                   ARTICLE I

         The name of the corporation shall be:

                             PALM AUTO PLAZA, INC.

and its principal office for the conduct of business shall be:

              2707 Okeechobee Blvd., West Palm Beach, FL. 33409.

The Board of Directors may from time to time move the principal office to any
other address in Florida.

                                  ARTICLE II

         The general nature of the business to be conducted by this
corporation is to engage in any activities or business permitted under the
laws of the United States and Florida; in the transaction of any or all lawful
business for which corporations may be incorporated under the laws of the laws
of the State of Florida.

                                  ARTICLE III

         The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is two hundred fifty (250)
shares of common stock at One Dollar ($1.00) par value. Said capital stock
shall be fully paid and nonassessable, which shall be equal and uniform in all
respects but subject to all restrictions and conditions of the by-laws of the
corporation pertaining hereto, and shall be payable in lawful money of the
United States, or in property, labor, or in services at a just valuation to be
fixed by the stockholders at a meeting duly convened and held. The amount of
capital with which the corporation shall begin shall be the sum of TWO HUNDRED
FIFTY AND NO/100 ($250.00) DOLLARS.

                                  ARTICLE IV

         The transferability of any of the shares of stock in this corporation
may be restricted by any shareholders agreement entered into by all of the
holders of any share or shares of the stock of this corporation at the time
the stockholders agreement is executed.





                                   ARTICLE V

         The term for which this corporation shall exist shall be perpetual
and the business of the corporation shall be conducted, carried on, and
managed by the officers of this corporation and a Board of Directors composed
of one or more members, which number may be altered from time to time by the
by-laws of this corporation within the time limitations prescribed by the law.
The officers of this corporation shall be a President, Vice-President,
Secretary, Treasurer, and any other officer as to the Board of Directors may
seem expedient. Any two or more offices may be held by the same person.

                                  ARTICLE VI

         The names and addresses of the Directors constituting the initial
Board of Directors are as follows:



Name                                    Address                       Office
- ----                                    -------                       ------

John Staluppi                           205 Sunrise Avenue            Director,
                                        West Islip, NY  11795         President

Jeanette Staluppi                       205 Sunrise Avenue            Secretary
                                        West Islip, NY  11795


                                  ARTICLE VII

         The name and street address of the corporation's initial registered
agent is:

                                        Douglas E. Thompson
                                        2345 Okeechobee Blvd.
                                        West Palm Beach, FL 33409



                                 ARTICLE VIII

         The name and address of the incorporator is as follows:

                      John Staluppi                     205 Sunrise Avenue
                                                        West Islip, NY  11795


                                  ARTICLE IX

         No contract, act or transaction of this corporation with any person
or persons, firm, or other corporation, in the absence of 


                                     -2-


fraud or wrongdoing, shall be affected or invalidated by the fact that any
director of this corporation is a party to or interested in such contract,
act, or transaction, or in any way connected with such person or persons,
firm, or corporation. Each and every person who may become a director of this
corporation is hereby relieved from any liability that might otherwise exist
from thus contracting with this corporation for the benefit of himself or
herself or any other firm, association, or corporation in which he or she may
in any way be interested. Any director of this corporation may vote upon any
contract or other transaction between the corporation and any subsidiary or
controlled company without regard to the fact that he or she is also a
director of such subsidiary or controlled company.

                                   ARTICLE X

         These Articles of Incorporation may be amended, changed, altered or
repealed in the manner now or hereafter prescribed by the Florida Statutes and
all rights conferred upon stockholders herein are granted subject to this
reservation.

                                  ARTICLE XI

         This corporation shall commence it existence on the date the charter
for this corporation is approved by the Secretary of State.

         Witness my hand and seal this 11th day of October 1990.



                                                     /s/ John Staluppi
                                                     --------------------------
                                                     John Staluppi




                                     -3-




         I hereby accept appointment as Registered Agent.


         Witness my hand and seal this 10th day of October 1990.



                                                   /s/ Douglas E. Thompson
                                                   ----------------------------
                                                   Douglas E. Thompson

STATE OF NEW YORK        )
                         ) SS:
COUNTY OF SUFFOLK        )

         I HEREBY CERTIFY that on this day before me, a Notary Public, duly
authorized to take acknowledgments, personally appeared John Staluppi, to me
known to be the person described as subscriber to the foregoing Articles of
Incorporation and who executed the same, and acknowledged before me that he
subscribed to these Articles of Incorporation.

         WITNESS my hand and official seal in the County and State named above
this 11th day of October 1990.



                                           /s/ Gretchen A. Regis
                                           ------------------------------------
                                           NOTARY PUBLIC, STATE OF NEW YORK

                                           My commission Expires:

STATE OF FLORIDA         )
                         ) SS:
COUNTY OF PALM BEACH     )

         I HEREBY CERTIFY that on this day before me, a Notary Public, duly
authorized to take acknowledgments, personally appeared Douglas E. Thompson,
to me known to be the person described as Registered Agent of the above
Corporation and who executed the same, and acknowledged before me that he
accepted the office of Registered Agent.

         WITNESS my hand and official seal in the County and State named this
10th day of October 1990.



                                            /s/
                                            -----------------------------------
                                            NOTARY PUBLIC, STATE OF FLORIDA
                                            AT LARGE

                                            My Commission Expires:


ARTSTAL.INC./7A




                                                                      EX 3.125




                           ARTICLES OF INCORPORATION

                                      OF

                              WEST PALM AUTO INC.


	The undersigned, for the purpose of forming a corporation for profit 
under and by virtue of the laws of the State of Florida do hereby make, 
subscribe and acknowledge this certificate for that purpose.


                                   ARTICLE I

	The name of the corporation shall be WEST PALM AUTO MALL, INC.


			           ARTICLE II

	The general nature of the business or businesses to be transacted by 
the corporation, as principal, as agent or as broker, is as follows:

        1. To engage in any activity or business permitted under the laws of
the United States and of the State of Florida.

        2. To do all and everything necessary and appropriate for the
accomplishment of the business and objects enumerated in this Certificate or 
any amendment thereof, necessary or incidental to the attainment of the
business or objects of the corporation, whether or not such business or objects
of the corporation are similar in nature to the business or objects set forth
in this Certificate or any amendment thereof.

        3. To buy, purchase, exchange, sell, hire, lease, mortgage, deal in,
and encumber real estate and personal property, either improved or unimproved,
of every kind and description.

        The foregoing shall be construed as objects and powers in furtherance
not in limitation of the general powers conferred from time to time by laws of
the State of Florida; and it is hereby expressly provided that the enumeration
of specific powers shall not be held to limit or restrict in any manner the




powers of the corporation, and that the corporation shall and may do all and
everything necessary, suitable or proper for the accomplishment of any of the
purposes or objects herein enumerated, either alone or in association with
other corporations, firms or individual to the same extent and as fully as
individuals might or could do as principals, agents, contractors or
otherwise.


                                   ARTICLE III

	The maximum number of shares of capital stock which the corporation is
authorized to have outstanding at any time is Two Hundred (200) shares of
common stock with a par value of One Dollar ($1.00) per share.


                                   ARTICLE IV

	The amount of capital with which the corporation shall begin business
shall not be less than Five Hundred Dollars ($500.00).


                                    ARTICLE V
 
	The corporation shall have perpetual existence unless sooner dissolved
according to law, and its existence shall commence upon filing.


                                    ARTICLE VI

        The principal office of this corporation is to be located at 701 U.S.
One, Suite 402, North Palm Beach, 33408, County of Palm Beach, State of 
Florida.

	The Board of Directors shall have the power and the authority to
establish branch offices and places of business of this corporation at any
point in the State of Florida, or in any state, territory, or district of the
United States, or in any foreign country, as they may deem necessary for the
best interests of the business.


                                        -2-




                                    ARTICLE VII

	This corporation shall have one (1) Director initially. The business of
this corporation shall be conducted by a Board of Directors of not less than
one (1) nor more than three (3) Directors. The Board of Directors shall have
the power and authority to prescribe the consideration to be paid to the
corporation in exchange for the issuance and disposal of its capital stock.
The Board of Directors shall also have the authority and power to adopt bylaws
which shall govern the operation of the business of this corporation, and to
thereafter amend the same from time to time if necessary.

        The name and post office address of the Incorporator signing these 
Articles of Incorporation is as follows:


        NAME                         ADDRESS
        ----                         -------
              
Lawrence W. Smith, Esq.              701 U.S. Highway One, Suite 402
                                     North Palm Beach, Florida 33408


	The value of consideration which the subscribers shall pay for each
share of stock shall be at least One Dollar ($1.00) per share, and the
proceeds of the stock subscribed for will be at least as much as the amount
necessary to begin the business of the corporation at the time the stock
certificates thereof are issued and the corporation otherwise activated.


                                   ARTICLE IX

	The names and post office address of the directors and officers who
shall hold office for the first year of the corporation's existence or until
their successors have been elected and qualified are as follows:


        NAME                         ADDRESS
        ----                         -------
              
John Staluppi                        701 U.S. Highway One, Suite 402
President/Director/Secretary         No. Palm Beach, Florida 33408



                                     -3-




                                   ARTICLE X

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


                                   ARTICLE XI

	All of the subscribers to these Articles of Incorporation are over the
age of twenty-one years, are suijuris, and citizens of the United States.

        Stock certificates of this corporation shall not be issued unless and
until the same are paid for in full with cash, or its equivalent. Stock 
certificates shall be not valid unless signed and issued by the president and
attested by the secretary, who shall affix thereon the corporate seal.

        The name of the initial registered agent and the address of the initial
registered office of the corporation is as follows:



        NAME                         ADDRESS
        ----                         -------
              
Lawrence W. Smith, Esq.              701 U.S. One, Suite 402
                                     No. Palm Beach, Florida 33408


                                  ARTICLE XIII


        Nothing in these Articles of Incorporation shall be taken to limit the
power of this corporation, and this corporation shall have all the rights and
powers that are expressly stated under the Florida Statutes and Laws (F.S. 607
and as amended in the future.)


                                      -4-



        IN WITNESS WHEREOF, the undersigned, being the original subscriber to
the capital stock herein, has made and subscribed these Articles of
Incorporation this 23rd day of March, 1987.


Signed, sealed and delivered
in the presence of:


/s/                                         /s/ Lawrence W. Smith
- ---------------------------                 --------------------------------
                                            Lawrence W. Smith, Incorporator
/s/ Kathryn P. Kirby                         and Registered Agent
- ---------------------------



STATE OF FLORIDA
COUNTY OF PALM BEACH


	Before me, the undersigned officer duly authorized to take 
acknowledgments and administer oaths, this day personally appeared
Lawrence W. Smith, to me known to be the person described in and who executed
the foregoing Articles of Incorporation, and he acknowledged before me that he
executed the same for the purposes herein expressed.

        WITNESS my hand and official seal in the State and County aforesaid 
this 23rd day of March, 1987.


                                            /s/ Doris P. Lunsford
                                            ---------------------------
                                            Notary Public
                                            My Commission Expires



                                                                      EX 3.127


                          ARTICLES OF INCORPORATION
                                      OF
                           WEST PALM INFINITI, INC.

     The undersigned subscribes to these Articles of Incorporation to form a
corporation for profit under the laws of the State of Florida.


                                  ARTICLE I

The name of the corporation shall be:

                           WEST PALM INFINITI, INC.

and its principal office for the conduct of business shall be:

             551 So. Military Trail, West Palm Beach, FL. 33415.

     The Board of Directors may from time to time move the principal office to
any other address in Florida.

                                  ARTICLE II

     The general nature of the business to be conducted by this corporation is
to engage in any activities of business permitted under the laws of the United
States and Florida; in the transaction of any or all lawful business for which
corporations may be incorporated under the laws of the State of Florida.

                                 ARTICLE III

     The maximum number of shares of stock that this corporation is authorized
to have outstanding at any one time is two hundred (200) shares of common
stock at One Dollar ($1.00) par value. Said capital stock shall be fully paid
and nonassessable, which shall be equal and uniform in all respects but
subject to all restrictions and conditions of the by-laws of the corporation
pertaining hereto, and shall be payable in lawful money of the United States,
or in property, labor, or in services at a just valuation to be fixed by the
stockholders at a meeting duly convened and held. The amount of capital with
which the corporation shall begin shall be the sum of TWO HUNDRED AND NO/100
($200.00) DOLLARS.

                                  ARTICLE IV

     The transferability of any of the shares of stock in this corporation may
be restricted by any shareholders agreement entered into by all of the holders
of any share or shares of the stock of this corporation at the time the
stockholders agreement is executed.


                                  ARTICLE V

     The term for which this corporation shall exist shall be perpetual and
the business of the corporation shall be conducted, carried on, and managed by
the officers of this corporation and a Board of Directors composed of one or
more members, which number may be altered from time to time by the by-laws of
this corporation within the time limitations prescribed by the law. The
officers of this corporation shall be a President, Vice-President, Secretary,
Treasurer, and any other officer as to the Board of Directors may seem
expedient. Any two or more offices may be held by the same person.

                                  ARTICLE VI

     The names and addresses of the Directors constituting the initial Board
of Directors are as follows:

Name                      Address                     Office
- ----                      -------                     ------

John Staluppi      205 Sunrise Avenue                 Director,
                   West Islip, NY 11795


                                 ARTICLE VII

The name and street address of the corporation's initial registered agent is:

                   Douglas E. Thompson
                   1937 Okeechobee Blvd.
                   West Palm Beach, FL 33409

                                 ARTICLE VIII

The name and address of the incorporator is as follows:

           John Staluppi             205 Sunrise Avenue
                                     West Islip, NY 11795

                                  ARTICLE IX

     No contract, act or transaction of this corporation with any person or
persons, firm, or other corporation, in the absence of fraud or wrongdoing,
shall be affected or invalidated by the fact that any director of this
corporation is a party to or interested in such contract, act, or transaction,
or in any way connected

                                     -2-

with such person or persons, firm, or corporation. Each and every person who
may become a director of this corporation is hereby relieved from any
liability that might otherwise exist from thus contracting with this
corporation for the benefit of himself or herself or any other firm,
association, or corporation in which he or she may in any way be interested.
Any director of this corporation may vote upon any contract or other
transaction between the corporation and any subsidiary or controlled company
without regard to the fact that he or she is also a director of such
subsidiary or controlled company.

                                  ARTICLE X

     These Articles of Incorporation may be amended, changed, altered or
repealed in the manner now or hereafter prescribed by the Florida Statutes and
all rights conferred upon stockholders herein are granted subject to this
reservation.

                                  ARTICLE XI

     This corporation shall commence its existence on the date the charter for
this corporation is approved by the Secretary of State.

     Witness my hand and seal this 16th day of June, 1989.


                                               /s/ John Staluppi
                                               -------------------------
                                               John Staluppi


                                     -3-

I hereby accept appointment as Registered Agent.

Witness my hand and seal this 14th day of June, 1989.


                                           /s/ Douglas E. Thompson
                                           -------------------------------
                                           Douglas E. Thompson


STATE OF NEW YORK    )
                     ) SS:
COUNTY OF SUFFOLK     )

     I HEREBY CERTIFY that on this day before me, a Notary Public, duly
authorized to take acknowledgements, personally appeared John Staluppi, to me
know to be the person described as subscriber to the foregoing Articles of
Incorporation and who executed the same, and acknowledged before me that he
subscribed to these Articles of Incorporation.

     WITNESS my hand and official seal in the County and State named above
this 16th day of June, 1989.

                                              /s/
                                              ---------------------------------
                                              NOTARY PUBLIC, STATE OF FLORIDA
                                              AT LARGE

                                              My commission Expires:   4/20/91


STATE OF FLORIDA        )
                        ) SS:
COUNTY OF PALM BEACH    )

     I HEREBY CERTIFY that on this day before me, a Notary Public, duly
authorized to take acknowledgments, personally appeared Douglas E. Thompson,
to me known to be the person described as Registered Agent of the above
Corporation and who executed the same, and acknowledged before me that he
accepted the office of Registered Agent.

     WITNESS my hand and official seal in the County and State named this
14th day of June, 1989.


                                               /s/
                                               --------------------------------
                                               NOTARY PUBLIC, STATE OF FLORIDA
                                               AT LARGE


                                               My commission Expires:


                                                                 EX-3.129
                           ARTICLES OF INCORPORATION
                                       OF
                             WEST PALM NISSAN, INC.

         The undersigned subscribe to these Articles of Incorporation to form a
corporation for profit under the laws of the State of Florida.

                                   ARTICLE I

         The name of the corporation shall be:

                             WEST PALM NISSAN, INC.

and its principal office for the conduct of business is:
           2815 Okeechobee Boulevard, West Palm Beach, Florida 33409
The Board of Directors may from time to time move the principal office to any
other address in Florida.

                                   ARTICLE II

         The general nature of the business to be conducted by this corporation
is to engage in any activities or business permitted under the laws of the
United States and Florida; in the transaction of any or all lawful business for
which corporations may be incorporated under the laws of the State of Florida.

                                  ARTICLE III

         The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is five hundred (500) shares of
common stock at One Dollar ($1.00) par value. Said capital stock shall be fully
paid and nonassessable, which shall be equal and uniform in all respects but
subject to all restrictions and conditions of the by-laws of



the corporation pertaining hereto, and shall be payable in lawful money of the
United States, or in property, labor, or in services at a just valuation to be
fixed by the stockholders at a meeting duly convened and held. The amount of
capital with which the corporation shall begin shall be the sum of FIVE HUNDRED
AND NO/100 ($500.00) DOLLARS.

                                   ARTICLE IV

         The transferability of any of the shares of stock in this corporation
may be restricted by any shareholders agreement entered into by all of the
holders of any share or shares of the stock of this corporation at the time the
stockholders agreement is executed.

                                   ARTICLE V

         In the event of an issue of non-issued capital stock or of new stock,
should the stock be increased, the existing stockholders at the time of such
issue shall have the right to subscribe or and to purchase such stock so issued
in a number of shares proportionate to the amount owed at the time of said
subsequent issue. In the event that one or more of the stockholders shall fail
or refuse to exercise their option, his or their right to subscribe shall
insure to the benefit of the other stockholders. Written notice of intention to
issue non-issued capital stock or new sock shall be given by the corporation to
all stockholders and stockholders shall notify the corporation of their
intention to subscribe within thirty (30) days after such notice.

                                      -2-


                                   ARTICLE IV

         The term for which this corporation shall exist shall be perpetual and
the business of the corporation shall be conducted, carried on, and managed by
the officers of this corporation and a Board of Directors composed of one or
more members, which number may be altered from time to time by the by-laws of
this corporation within the limitations prescribed by law. The officers of this
corporation shall be a President, Vice President and Secretary, and any other
officer as to the Board of Directors may seen expedient. Any two or more
offices may be held by the same person.

                                  ARTICLE VII

         The names and addresses of the Directors constituting the initial
Board of Directors are as follows:

     Name                         Address                        Office
     ----                         -------                        ------
JOHN STALUPPI               205 Sunrise Highway           President, Secretary
                            West Islip, N.Y. 11795        and Treasurer


         The name and street address of the corporation's initial _____________:
JOS D. FARISH, JR., ESQ.
816 First Street, Denco Building
West Palm Beach, Florida 33402

                                      -3-


                                   ARTICLE IX

         The name and address of the incorporator is as follows:


         Name                                      Address
         ----                                      -------

         JOHN STALUPPI                     205 Sunrise Highway
                                           West Islip, New York 11795


         No contract, act or transaction of this corporation with any person or
persons, firm or other corporation, in the absence of fraud or wrongdoing,
shall be affected or invalidated by the fact that any director of this
corporation is a party to or interested in such contract, act, or transaction,
or in any way connected with such person or persons, firms or corporation. Each
and every person who may become a director of this corporation is hereby
relieved from any liability that might otherwise exist from thus contracting
with this corporation for the benefit of himself or herself or any other firm,
association or corporation in which he or she may in any way be interested. Any
director of this corporation may vote upon any contract or other transaction
between the corporation and any subsidiary or controlled company without regard
to the fact that he or she is also a director of such subsidiary or controlled
company.

                                   ARTICLE XI

         These Articles of Incorporation may be amended, changed, altered or
repealed in the manner now or hereafter prescribed by the Florida Statutes and
all rights conferred upon stockholders herein are granted subject to this
reservation.

                                      -4-


                                  ARTICLE XII

         The corporation shall commence its existence on the date the charter
for this corporation is approved by the Secretary of State.

         WITNESS my hand and seal this 11th day of April, 1986.



                                            /s/ John Staluppi
                                            -----------------
                                            JOHN STALUPPI

                                      -5-


                                                                      EX 3.131


                         CERTIFICATE OF INCORPORATION

                                      OF

                             WESTBURY NISSAN LTD.
























FILER:

ALAN RICHARDS

100 RING ROAD WEST

GARDEN CITY, NY  11530



                         CERTIFICATE OF INCORPORATION


                                      OF

                             WESTBURY NISSAN LTD.

               Under Section 402 of the Business Corporation Law


         The undersigned, a natural person of the age of eighteen years or
over, desiring to form a corporation pursuant to the provisions of the
Business Corporation Law of the State of New York, hereby certifies as
follows:
         FIRST:   The name of the corporation is:

                             WESTBURY NISSAN LTD.

         SECOND:  The purpose for which it is formed is as follows:

         To engage in any lawful act or activity for which corporations may be
formed under the Business Corporation Law provided that the corporation is not
formed to engage in any act or activity which requires the consent or approval
of any state official, department, board agency or other body, without such
approval or consent first being contained.

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

         THIRD: The office of the corporation in the State of New York is to
be located in the County of Suffolk.

         FOURTH: The aggregate number of shares which the corporation shall
have the authority to issue is 200, no par value.

         FIFTH: The Secretary of State is designated as agent of the
corporation upon whom process against the corporation may be served, and the
address to which the Secretary of State shall 



mail a copy of any process against the corporation served upon him is: 205
Sunrise Highway, West Islip, NY 11795.

         SIXTH: A director of the corporation shall not be liable to the
corporation or its shareholders for damages for any breach of duty in such
capacity except for liability if a judgment or other final adjudication
adverse to a director establishes that his or her acts or omissions were in
bad faith or involved intentional misconduct or a knowing violation of law or
that the director personally gained in fact a financial profit or other
advantage to which he or she was not legally entitled or that the director's
acts violated Section 719 of the Business Corporation Law; or liability for
any act or omission prior to the adoption of this provision.

         IN WITNESS WHEREOF, I hereunto sign my name and affirm that the
statements made herein are true under the penalties of perjury.

DATED:  February 5, 1991

/s/Scott J. Schuster
- -----------------------
Scott J. Schuster, Incorporator
283 Washington Avenue
Albany, New York  12206


                                     -2-

                                                                      EX 3.133


                           CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                             WESTBURY TOYOTA, LTD.

               Under Section 805 of the Business Corporation Law





























FILER:

ALAN RICHARDS

100 RING ROAD WEST

GARDEN CITY, NY  11530











                           CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                             WESTBURY TOYOTA, LTD.

               Under Section 805 of the Business Corporation Law


IT IS HEREBY CERTIFIED THAT:

         (1)      The name of the corporation is:

                              WESTBURY TOYOTA, LTD.

         (2)      The certificate of incorporation was filed by the Department 
of State on the 3rd day of October, 1989.

         (3)      The certificate of incorporation is hereby amended to effect
 the following change(s):

                  To amend the name of the corporation in the first paragraph.
The first paragraph shall now read as follows:

         FIRST:  The name of the corporation is:

                           WESTBURY SUPERSTORE, LTD.

         (4) The above amendment to the certificate of incorporation was
authorized by vote of the board of directors followed by a vote of the holders
of a majority of all outstanding shares entitled to vote thereon.

         IN WITNESS WHEREOF, this certificate has been subscribed by the
undersigned who affirm(s) that the statements made herein are true under
penalties of perjury.

DATED:   July 2, 1996
         ------------

/S/JOHN STALUPPI                                     /S/JEANETTE STALUPPI
- ------------------                                   --------------------------
JOHN STALUPPI                                        JEANETTE STALUPPI
PRESIDENT                                            SECRETARY












                         CERTIFICATE OF INCORPORATION

                                      OF

                             WESTBURY TOYOTA LTD.



               Under Section 402 of the Business Corporation Law

























FILER:

Alan Richards
100 Ring Road West
Garden City, NY 11530




                         CERTIFICATE OF INCORPORATION

                                      OF

                             WESTBURY TOYOTA LTD.

               Under Section 402 of the Business Corporation Law

         The undersigned, a natural person of the age of eighteen years or
over, desiring to form a corporation pursuant to the provisions of the
Business Corporation Law of the State of New York, hereby certifies as
follows:

                  FIRST:  The name of the corporation is

                             WESTBURY TOYOTA LTD.

hereinafter sometimes called "the corporation."

                  SECOND:  The purpose for which it is formed is as follows:

         The purpose for which this corporation is organized is to engage in
any lawful act or activity for which corporations may be formed under the
Business Corporation Law provided that the corporation is not formed to engage
in any act or activity which requires the consent or approval of any state
official, department, board, agency or other body, without such consent or
approval first being obtained.

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

                  THIRD: The office of the corporation in the State of New
York is to be located in the County of Nassau.

                  FOURTH: The aggregate number of shares which the corporation
shall have the authority to issue is 200, no par value.





                  FIFTH: The Secretary of State is designated as the agent of
the corporation upon whom process against the corporation may be served, and
the address to which the Secretary of State shall mail a copy of any process
against the corporation served upon him is c/o Alan Richards, 100 Ring Road
West, Garden City, NY 11530.

         IN WITNESS WHEREOF I hereunto sign my name and affirm that statements
made herein are true under penalties of perjury this 2nd day of October, 1989.

Incorporator:                                        /s/Linda Pellitier
                                                     --------------------------
Address:                                             Linda Pellitier
                                                     283 Washington Avenue
                                                     Albany, New York 12206


                                     -2-

                                                                       EX 3.135

                         CERTIFICATE OF INCORPORATION

                                      OF

                              UAG CAROLINA, INC.



         FIRST:   The name of the corporation is UAG Carolina, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the corporation's registered
agent at such address is The Corporation Trust Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.

         SEVENTH: 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 international 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 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 provision shall not adversely
affect any right or protection of a director of the corporation existing at
the time of such repeal or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights
herein conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, Esq. whose mailing
address is 2700 International Tower, Peachtree Center, 229 Peachtree Street,
N.E., Atlanta, Georgia 30303, County of Fulton.

         I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, 


                                     -2-


do make, file and record this Certificate of Incorporation and, accordingly,
have hereto set my hand this lst day of May, 1997.

                                                    /s/ David G. Thunhorst
                                                    ---------------------------
                                                    David G. Thunhorst


                                     -3-

                                                                      EX 3.137

                              DUPLICATE ORIGINAL

                            STATE OF SOUTH CAROLINA

                              SECRETARY OF STATE

                           ARTICLES OF INCORPORATION

                                      OF

                           GENE REED CHEVROLET, INC.

  For Use By                 (File This Form in           This Space For Use By
The Secretary of State                                   The Secretary of State
File No...............      Duplicate Originals)
Fee Paid $............
R.N...................
Date..................
 ......................
 ......................
                          (INSTRUCTIONS ON PAGE 4)


1.    The name of the proposed corporation is Gene Reed Chevrolet, Inc.

2.    The initial registered office of the corporation is 
      4001 Dorchester Road
                               (Street and Number)

     located in the city of Charleston         , county of Charleston       and
     the State of South Carolina and the name of its initial registered agent 
     at such address is Gene Reed





3.    The period of duration of the corporation shall be perpetual.


4.    The corporation is authorized to issue shares of stock as follows:


                                                                            
               CLASS OF SHARES                AUTHORIZED NO. OF EACH CLASS                       PAR VALUE
       Common                                      5,000                                  $ 100.00
       --------------------------------    -----------------------------------    ----------------------------------------

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

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

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

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

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


     If shares are divided into two or more classes or if any class of shares
is divided into series within a class, the relative rights, preferences, and
limitations of the shares of each class, and of each series within a class,
are as follows:

         Only one class of shares and that class in not divided into series
within the class.

5.    Total authorized capital stock                 $500,000.00
      Please see instructions on Page 4.

6.   It is represented that the corporation will not begin business until
     there has been paid into the corporation the minimum consideration for
     the issue of shares, which is $1,000.00 of which at least $500.00 is in
     cash.




7.   The number of directors constituting the initial board of directors of the
     corporation is            ,and the names and addresses of the persons who
     are to serve as directors until the first annual meeting of shareholders
     or until their successors be elected and qualify are:


                                              
       /s/ Gene Reed                             256 Winfield Drive, Spartanburg, S.C. 29302
       ------------------------------            --------------------------------------------------
                   Name                                               Address

       /s/ Charles J. Bradshaw                   609 Crystal Drive, Spartanburg, S.C. 29302
       ------------------------------            --------------------------------------------------
                   Name                                               Address

       /s/ Johnnie B. Reed                       256 Winfield Drive, Spartanburg, S.C. 29302
       ------------------------------            --------------------------------------------------
                   Name                                               Address

       ------------------------------            --------------------------------------------------
                   Name                                               Address

       ------------------------------            --------------------------------------------------
                   Name                                               Address

       ------------------------------            --------------------------------------------------
                   Name                                               Address

       ------------------------------            --------------------------------------------------
                   Name                                               Address


8.   The general nature of the business for which the corporation is organized
     is (it is not necessary to set forth in the purposes powers enumerated in
     Section (33-3-10 of 1976 Code).

         To engage in the business of purchasing, acquiring, owning, leasing
as lessee or lessor, selling at retail or wholesale, transferring,
encumbering, generally dealing in, repairing, renovating, and servicing all
types of new and used automobiles, trucks, other motor vehicles, and marine
and industrial engines of every kind and description whatsoever and any parts
or accessories used in connection therewith; and the purchasing, acquiring,
owning, selling, and generally dealing in all types of supplies used by all
types of motor vehicles and marine and industrial engines; to handle,
purchase, sell, trade, lease, exchange and generally deal in, at wholesale or
retail, any and all types of personal property and real estate; and to do any
and all acts and things in connection therewith or related thereto or in
furtherance thereof.




9.    Provisions which the incorporators elect to include in the articles of 
      incorporation are as follows:


None


10.   The name and address of each incorporator is.


                                                               
NAME         STREET & BOX NO.           CITY             COUNTY            STATE

Gene Reed    256 Winfield Drive,        Spartanburg,     Spartanburg,      S. C. 29302





                                             /s/ Gene Reed
                                            -----------------------------------
                                            (Signature of Incorporator)


Date  February 25, 1981                     Gene Reed
      ------------------------------        -----------------------------------
                                                    (Type or Print Name)


                                            -----------------------------------
                                                 (Signature of Incorporator)



                                     -2-



                                       ----------------------------------------
                                                 (Type or Print Name)

                                       ----------------------------------------
                                              (Signature of Incorporator)

                                      -----------------------------------------
                                                  (Type or Print Name)




STATE OF          SOUTH CAROLINA
                  -------------------------------------------------------------

COUNTY OF         SPARTANBURG
                  -------------------------------------------------------------


The undersigned                    Gene Reed does
                  -------------------------------------------------------------

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

hereby certify that he is the incorporator of Gene Reed Chevrolet, Inc.
Corporation and is authorized to execute this verification; that the
undersigned for himself does hereby further certify that he has read the
foregoing document, understands the meaning and purport of the statements
therein contained and the same are true to the best of his information and
belief.

                                                  /s/ Gene Reed
                                                  -----------------------------
                                                  (Signature of Incorporator)

                                                           Gene Reed
                                                  -----------------------------
                                                  (Signature of Incorporator)


                                                  -----------------------------
                                                  (Signature of Incorporator)
                                                  (Each Incorporator Must Sign)


                            CERTIFICATE OF ATTORNEY

11.      I, Dwight F. Patterson, Jr., an attorney licensed to practice in the
         State of South Carolina, certify that the corporation, to whose
         articles of incorporation this certificate is attached, has complied
         with the requirements of chapter 7 of Title 33 of the South Carolina
         Code of 1976, relating to the organization of corporations, and that
         in my opinion, the corporation is organized for a lawful purpose.


Date     February 25, 1981           /s/ Dwight F. Patterson, Jr.
         ------------------          ------------------------------------------
                                             (Signature)

                                    Dwight F. Patterson, Jr.,
                                    -------------------------------------------
                                        (Type or Print Name)

                                    Address:  P.O. Box 1655
                                              ---------------------------------
                                              Spartanburg, South Carolina 29304
                                              ---------------------------------





                                     -3-



SCHEDULE OF FEES
(Payable at time of filing Articles of With Secretary of State)

Fee for filing Articles                                             $ 5.00
In addition to the above, $.40 for each
$1,000.00 of the aggregate value of
shares which the Corporation is autho-
rized to issue, but in not case less than                            40.00
nor more than                                                     1,000.00

NOTE:    THIS FORM MUST BE COMPLETED IN ITS ENTIRETY BEFORE IT
                WILL BE ACCEPTED FOR FILING. THIS FORM MUST BE ACCOMPANIED
                BY THE FIRST REPORT OF CORPORATIONS AND A CHECK IN THE
                AMOUNT OF $10 PAYABLE TO THE SOUTH CAROLINA TAX COMMISSION.

                Please see instructions on the reverse side.


                                     -4-



                            STATE OF SOUTH CAROLINA
                       OFFICE OF THE SECRETARY OF STATE
                               JOHN T. CAMPBELL




                                            
                     INSTRUCTIONS FOR PREPARING ARTICLES OF INCORPORATION

No. 1             NAME - must NOT be similar to an existing CORPORATION, INCORPORATION, LIMITED or the
                  abbreviation of one of these.

No. 2             Must have a complete street address (as POST OFFICE BOX IS NOT ACCEPTABLE) and it may be the
                  address of the corporation or one of its officers.

                  The AGENT may be an officer or employee of the corporation
                  or it may be an attorney.

No. 3             Self explanatory.

No. 4             CLASS OF SHARES -- must be common and may include some preferred.

                  AUTHORIZED SHARES -- is the number of shares which the
                  corporation may issue.

                  PAR VALUE -- will be the value of each share to be sold.

No. 5             AUTHORIZED CAPITAL -- is equal to number of shares times par value as shown by No. 4.

No. 6             Self explanatory.

No. 7             Name and COMPLETE address (street or box number) for the initial board of directors.

                  The number of directors shall consist of at least three
                  except if shareholders are less than three -- then you have
                  one (1) director for each shareholder.

No. 8             MUST BRIEFLY state the SPECIFIC purposes for which the corporation is organized.

No. 9             Usually not used.

No. 10            Must have name and address (street or box number) of EACH incorporator (may be one or more
                  incorporators).

No. 10            - PAGE 2.  Each incorporator must sign.

No. 10            - PAGE 3.  Verification must be COMPLETED and SIGNED by EACH incorporator.

No. 11            CERTIFICATE OF ATTORNEY -- must be signed by an attorney LICENSED to practice in the STATE OF
                  SOUTH CAROLINA.

FEES --           Authorized capital NOT exceeding $100,000, fee is $45.

                  Authorized capital exceeding $100,000, fee is $45 PLUS $.40 for each $1,000 exceeding $100,000.
                  MAXIMUM FEE IS $1,005.

                  When no par stock is used, a $10 par is assumed for the
                  basis of computing the filing fee.

NOTE--            These articles are filed in duplicate and must be accompanied by the first report of
                  corporations and check of $10, MADE PAYABLE TO THE S.C. TAX COMMISSION.

NAME AVAILABILITY SHOULD BE CLEARED IN WRITING.  CLEARANCE BY TELEPHONE IS NOT RECOMMENDED AS IT IS NOT OFFICIAL.



                                     -5-


                                                                 EX-3.138
                                    BY-LAWS

                                      OF

                           GENE REED CHEVROLET, INC.


                                  ARTICLE I.

                               Name and Location

Section 1.  Name.  The name of this Corporation shall be Gene Reed Chevrolet, 
Inc.

Section 2.  Principal Office.  Its principal office shall be located in the 
County of Charleston, State of South Carolina.

Section 3.  Other Offices.  Other offices for the transaction of business shall
be located at such places as the Board of Directors may from time to time 
determine.


                                  ARTICLE II.

                                 Capital Stock

Section 1. Authorized Capital Stock. The amount of the authorized capital stock
of the Corporation shall be Five Hundred Thousand and 00/100 ($500,000.00) 
Dollars, which shall be divided into five thousand (5,000) shares of cam-on 
stock of the par value of one Hundred and 00/100 ($100.00) Dollars per share.

Section 2.  Certificate of Stock.  All certificates of stock shall be signed by
the President and the Secretary shall be sealed with the corporate seal.

Section 3. Transfers of Stock. Transfers of stock shall be made only on the
backs of the- Corporation and the old certificate, properly endorsed, shall be
surrendered and cancelled before a new certificate is issued. For the purpose
of determining shareholders entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, the Board of Directors may close the
stock transfer books for a period not to exceed fifty (50) days but not less
than ten (10) full days immediately preceeding the date of such meeting. For
the purpose of determining shareholders entitled to receive payment of a
dividend or other distribution, or in order to make a determination of
shareholders for any other purpose, the Board of Directors my close the stock
transfer books for a period not to exceed fifty (50) days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken.




Section 4.  Loss or Destruction of Certificate.  In case of loss or destruction
of a certificate of stock, no new certificate shall be issued in lieu thereof 
except upon satisfactory proof to the Board of Directors of such loss or 
destruction, and upon the giving of satisfactory security, by bond
or otherwise, against loss to the Corporation.   Any new certificate issued 
shall be plainly marked "Duplicate" upon its face.

Section 5. Certificate Notation. Each certificate of the common stock of the
Corporation shall have printed or typed thereon the words "This common stock
cannot be hypothecated, sold, given or otherwise transferred unless and until
all provisions and conditions of Sections 6, 7, 8, 9, 10 and 11 of Article II
of the By-laws, as now in effect, have been fully complied with".

Section 6. Hypothecation. Hypothecation of the shares of common stock of the
Corporation is hereby expressly prohibited and any such hypothecation shall be
invalid and of no force nor effect, UNLESS at the time of the proposed
hypothecation all holders of shares of the cannon stock of the Corporation
consent in writing to the hypothecation.

Section 7. Transfer Restrictions. In the event a shareholder during his
lifetime desires or intends to dispose of, by sale, gift or other type
transfer, any or all of the shares of common stock of the Corporation owned by
him, or in the event of the death of a shareholder, the Corporation and/or the
remaining shareholders shall have the following options:

                  a. In the event of a proposed sale, gift or other type
         transfer by a shareholder during his lifetime, the Corporation shall
         have the option to purchase any or all of the shares of common stock
         of the Corporation proposed to be sold or proposed to be the subject
         of the gift or proposed to be otherwise transferred at its appraised
         value and all remaining shareholders shall have the option of
         purchasing at its appraised value any or all of such shares not
         purchased by the Corporation.

                  b. In the event of the death of a shareholder, the
         Corporation shall have the option to purchase any or all of the
         shares of common stock of the Corporation owned by the deceased
         shareholder at the time of his death at its appraised value and all
         remaining shareholders shall have the option of purchasing at its
         appraised value any or all of such shares not purchased by the
         Corporation.

Section 8. Notices and Payment. In the event a shareholder desires or intends
to dispose of such common stock, he shall promptly give written notice of such
desire or intention to the Corporation and to all remaining shareholders and
shall include in such notice full and complete information regarding the
proposed transfer. In the event of the death of a shareholder, his executors
or administrators or heirs shall promptly give 

                                      -2-



written notice of such death to the Corporation and to all remaining
shareholders. Within sixty (60) days after receipt of the appraisers' report
provided for in Section 9 hereof, the Corporation shall give written notice to
the concerned shareholder or to the deceased shareholder's executors,
administrators or heirs and to all remaining shareholders of its election as
to whether or not it will exercise its option. Failure on the part of the
Corporation to give such written notice within said sixty (60) day period
shall be tantamount to and construed as refusal to exercise the option. In the
event of failure or refusal of the Corporation to exercise its option, then
within sixty (60) days after such refusal or failure each remaining
shareholder shall give written notice to the concerned shareholder or to the
deceased shareholder's executors, administrators or heirs and to the
Corporation and to all other remaining shareholders of his election as to
whether or not he elects to participate with the other remaining shareholders
in exercising their option. No transfer of any shares of stock of the
Corporation shall be valid or effected on the books of the Corporation unless
the above referred to written notice has been given to the Corporation and to
the remaining shareholders and all other provisions and conditions hereof have
been fully complied with. The purchase price for any and all shares of stock
of the Corporation being sold either to the Corporation or to the
shareholders, or both, shall be paid within sixty (60) days after notice of
election to exercise the option has been given or, in the event appraisal is
required, within sixty (60) days after receipt of the appraiser's report.

Section 9. Determination of Appraised Value. Whenever herein reference is made
to "appraised value", such appraised value shall be determined in the
following manner. The concerned shareholder or his representative shall
promptly nominated one appraiser; the Board of Directors of the Corporation
shall promptly nominate one appraiser; and the two appraisers so nominated
shall promptly nominated the third appraiser. These three appraisers shall
promptly determine the value of each share of the stock of the Corporation and
in doing so shall take into consideration the prices paid in connection with
other sales of shares of said stock, if any, the book value, price-earnings
ratio, dividends paid, potential earning capacity, value of stock of
corporations similar in size and activity and such other factors as the
appraisers may deem to be helpful and appropriate and shall furnish a copy of
their appraisal to the concerned shareholder, to the Corporation and to the
remaining shareholders. The appraisal so made and reported by a majority of
the appraisers shall be final and binding upon the concerned shareholder, the
Corporation and the remaining shareholders. The cost of such appraisal shall
be borne equally by the Corporation and the concerned shareholder.

Section 10. Remaining Shareholders. Whenever reference is hereinabove made to
"remaining shareholders", such reference shall be construed to mean all
holders of shares of common stock 

                                      -3-


of the Corporation as reflected upon the books of the Corporation at the time
except the shareholder desiring or intending to dispose of his shares of stock
or the deceased shareholder or the representatives of the deceased
shareholder.

Section 11. Corporate Actions. All actions by the Corporation concerning its
foregoing options shall be by its Board of Directors. In the event the
concerned shareholder is a member of the Board, he shall not participate in
its action.


                                 ARTICLE III.

                            Shareholders' Meetings

Section 1. Annual Meetings. The annual meeting of the shareholders shall be
held each year on the first Monday of the third month following the close of
the fiscal year of the Corporation, if such date is not a legal holiday, and
if a legal holiday, then on the first following day that is not a legal
holiday. Such meting shall be held at the principal office of the Corporation
or at such other place as the notice thereof may designate. At such meting the
shareholders shall elect directors to serve until their successors shall be
elected and qualified and shall transact such other business as may properly
come before the meeting.

Section 2. Special Meetings. A special meeting of the shareholders to be held
at such place as the notice thereof may designate my be called at any time by
the President, by a majority of the Board of Directors or by the holders of
not less than ten (10%) percent of the stock of the Corporation. It shall be
the duty of the President, and in his absence of the directors, to call such a
special meeting whenever so requested by a majority of the directors or by the
holders of not less than ten (10%) percent of the stock of the Corporation.

Section 3. Notice of Meeting. Notice of the time and place of all annual and
special meetings shall be mailed by the Secretary to each shareholder of
record not less than ten (10) nor more than fifty (50) days before the date of
the meeting. Notice of a special meeting shall also specify the purpose or
purposes for which the meeting is called. By unanimous consent of the
shareholders, special meetings may be held without notice at any time and
place.

Section 4. Voting. At every such meeting each holder of stock shall be
entitled to cast one vote for each share of stock held in his name, which vote
may be cast by him either in person or by proxy. All proxies shall be in
writing and shall be filed with the Secretary and by him entered of record in
the minutes of the meeting.

                                      -4-


Section 5. Quorum. A majority of the shares entitled to vote thereat shall
constitute a quorum at a meeting of shareholders, for the transaction of any
business, provided that when a specified item of business is required to be
voted an by a class or classes, a majority of the shares of such class or
classes shall constitute a quorum for the transaction of such items of
business.

Section 6. Adjournment. In the absence of a quorum, any meeting of
shareholders may be adjourned from time to time by vote of a majority of the
shares present.

Section 7. Removal of Director. A director may be removed, with or without
cause, by a vote of the holders of the majority of shares then entitled to
vote at an election of the directors provided that no director who has been
elected by cumulative voting may be removed if the votes cast against his
removal would be sufficient to elect him if then cumulatively voted at an
election of the entire Board of Directors.

Section 8. Waiver of Notice. Notice of a meeting of shareholders need not be
given to any shareholder who signs a waiver of notice, in person or by proxy,
either before or after the meeting. Neither the business transacted nor the
purpose of the meeting need be specified in the waiver.

Section 9. Proxies. Every shareholder entitled to vote may appoint one or more
agents to vote on his behalf. Such appointment shall be by a printed or
written proxy executed by the shareholder or by his duly appointed attorney in
fact, or by a telegram or cablegram appearing to have been transmitted by a
shareholder. No proxy shall be valid after the expiration of eleven (11)
months from the date of its execution.

Section 10. Consent Action. Action which shareholders are required or
permitted to take may be taken without a meeting if a written consent, setting
forth the action so taken, is signed by the holders of all outstanding shares
entitled to vote an such action and is filed with the Secretary of this
Corporation as part of the corporate records. Such written consent shall have
the same effect as a unanimous vote of the shareholders.


                                  ARTICLE IV.

                                   Directors

 Section 1. Number of Directors. The business and property of the Corporation
shall be managed by a board of not less than three (3) nor more than five (5)
directors who shall be elected by the shareholders; provided, however, if all
shares of the Corporation are owned beneficially and of record by fewer than
three (3) shareholders, the number of directors may be less than three (3) but
not less than the number of shareholders.

                                      -5-


Section 2. Organizational Meeting. As soon as practicable after the filing
date of the Articles of Incorporation, an organizational meeting of the Board
of Directors named in the Articles of Incorporation shall be held to adopt
by-laws of the Corporation, to elect officers, to do any other or further acts
to complete the organization of the Corporation and to transact such other
business as may come before the meeting. At least three (3) days' notice of
such meeting shall be given to each director who fails to sign a waiver of
notice. No notice of such meeting need be given to any director who signs such
waiver.

Section 3. Regular Meetings. Regular meetings of the Board of Directors shall
be held at such time and place as may be fixed from time to time by resolution
of the Board of Directors. Notice of such meetings need not be given.

Section 4. Special Meetings. Special meetings of the Board of Directors may be
held whenever called by the President or any two directors. Notice of the time
and place of such special meting shall be given to each director personally or
by mail, telephone, telegraph, wire or cable at least twenty-four (24) hours
prior to the time fixed for the meeting.

Section 5. Quorum. A quorum for the transaction of business at any regular or
special meeting of the directors shall consist of a majority of the members of
the Board then in office; but a majority of those present at any regular or
special meting shall have the power to adjourn the meting to a future time.

Section 6. Election of Officers. The directors shall elect the officers of the
Corporation, such election to be held at the first regular directors' meeting
following the annual shareholders' meeting. The directors may fill any
vacancies in any of the offices of the Corporation at any meeting of the
Board. The directors shall fix the compensation of the officers of the
Corporation.

Section 7. Vacancies. Vacancies on the Board of Directors may be filled by a
majority of the remaining directors or by a sole remaining director.

Section 8. Waiver of Notice. Notice of a meeting of directors need not be
given to any director who signs a waiver of notice, either before or after the
meeting. Attendance of a director at a meeting shall of itself constitute a
waiver of notice of such meeting, except where a director attends a meeting
solely for the purpose of stating his objection, at the beginning of the
meeting, to the transaction of any business on the ground that the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of any regular or special meeting of the Board of Directors need
be specified in the notice or waiver of notice.

                                      -6-


Section 9. Consent Action. Action taken without a meeting by a majority of
directors shall be deemed action of the Board of Directors if all directors
execute either before or after the action is taken, a written consent thereto,
and the consent is filed with the records of the Corporation.


                                  ARTICLE V.

                                   Officers

Section 1. Officers. The officers of the Corporation shall be a President, one
or more Vice Presidents, a Secretary and a Treasurer, each of whom shall hold
office until his successor is duly elected and qualified. The directors may
also elect an Assistant Secretary and an Assistant Treasurer, each of whom
shall hold office until his successor is elected and qualified or his office
abolished, whichever may first occur. Officers shall perform such duties as
are hereinafter prescribed for the respective office and such other duties as
may be prescribed by the Board of Directors and/or by the President. Any two
or more offices may be held by the same person, but no officer may act in more
than one capacity where action by two or more officers is required.

Section 2. President. The President shall preside at all shareholders'
meetings and at all directors' meetings. He shall be the chief executive
officer and shall have general supervision over the affairs of the Corporation
and over the other officers and the employees of the Corporation. He shall
have authority to fix compensation of all employees and he may delegate such
authority. He shall have authority to employ a general manager or to designate
an officer as general manager and to fix the compensation for such position.
All contracts, deeds and leases shall be signed either by him or by such other
officer as he or the Board of Directors may designate. He shall perform such
other duties as are incident to his office.

Section 3. Vice President(s). In the absence of the President, the Vice
President with the longest seniority shall preside at all shareholders'
meetings and at all directors' meetings. The Vice President(s) shall perform
such duties as are assigned to him or them by the Board of Directors and/or by
the President. In the event of the death, disability and/or absence of the
President or when directed to perform such duties by the President or by the
Board of Directors, the Vice President with the longest seniority shall have
authority to perform all of the duties of the President.

Section 4. Secretary. The Secretary shall keep and have charge of all
corporate books, records and papers, shall issue notices of all directors' and
shareholders' meetings, shall attend and keep the minutes of all directors'
and shareholders' meetings, shall be custodian of the corporate seal, shall
attest with his 

                                      -7-



signature and impress with the corporate seal all stock certificates, and
shall perform all such other duties as are incident to his office or are
assigned to him by the President or by the Board of Directors.

Section 5. Treasurer. The Treasurer shall have custody of all money and
securities of the Corporation and, if the directors so require, shall give
bond in such sum and with such sureties as the directors may require
conditioned upon the faithful performance of the duties of his office. He
shall keep regular books of accounts and shall submit them, together with all
vouchers, receipts, records and other papers related thereto, to the directors
and/or the President for examination and approval as often as they or the
President may require, and shall perform all such other duties as are incident
to his office or are assigned to him by the President or by the Board of
Directors.


                                  ARTICLE VI.

                       Indemity of Directors, Officers,
                             Employees and Agents

Section 1. Right of Indemnity. The Corporation shall indemnify and save
harmless all directors, officers, employees or agents of the Corporation
against all liability and expenses arising from his or her encumbency in such
capacity to the fullest extent permitted by the laws of the State of South
Carolina.

Section 2. Right Inures to Estate, et al. The right of indemnity shall inure
to the estate, executor, administrator, heirs, legatees, or devisees of any
person entitled to indemnification hereunder.

Section 3. Insurance. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of the Corporation
against any liability and expenses asserted against him and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
Corporation would have power to indemnify him against such liability and
expenses.


                                 ARTICLE VII.

                             Finance and Dividends

Section 1. Fiscal Year. The fiscal year of the Corporation shall be determined
by the Board of Directors.

                                      -8-


Section 2. Dividends. Dividends may be declared out of unreserved and
unrestricted earned surplus from time to time by resolution of the Board of
Directors.

Section 3. Deposit of Funds. The funds of the Corporation shall be deposited
in such banks, trust companies or other depositories as the directors shall
designate and shall be withdrawn only upon the check or order of such officer
or officers of the Corporation as the directors shall designate.


                                 ARTICLE VIII.

                                  Amendments

Section 1. The by-laws may be adopted, amended or repealed, in whole or in
part, by the directors by a vote of the majority of the directors then holding
office or by the shareholders by a vote of a majority of all shares entitled
to vote to elect directors. Any notice of a meeting of shareholders or of
directors at which by-laws are to be adopted, amended or repealed, in whole or
in part, shall include notice of such proposed action.


                                      -9-


                                                                 EXHIBIT 3.139

                            STATE OF SOUTH CAROLINA
                              SECRETARY OF STATE

                          ARTICLES OF INCORPORATION

1.   The name of the proposed corporation is Michael Chevrolet -- Oldsmobile,
     Inc.


2.   The initial registered office of the corporation is 7501 Rivers Avenue
                                                         ---------------------
                                                           Street & Number

         North Charleston          Charleston                29410
- ------------------------------------------------------------------------------
             City                    Country               Zip Code
     and the initial registered agent as such address is Gene Reed, Jr.
                                                         ---------------------

3.   The corporation is authorized to issue shares of stock as follows:
     Complete a or b, whichever is applicable:

     a.   [x] If the corporation is authorized to issue a single class of 
              shares, the total number of shares authorized is  100,000.
                                                               -------------

     b.   [ ] The corporation is authorized to issue more than one class of 
               shares:
                      
                       Class of Shares         Authorized No. of Each Class 

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

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

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

     The relative rights, preferences, and limitations of the shares of each
 class, and of each series within a class, are as follows:

     N/A

4.   The existence of the corporation shall begin when these articles are filed
     with the Secretary of State unless a delayed date is indicated (See 
     (Section) 33-1-230(b)):  N/A
                           -------

5.   The optional provisions which the corporation elects to include in the 
     articles of incorporation are as follows (See (Section)33-2-102 and the 
     applicable comments thereto; and 35-2-105 and 35-2-221 of the 1976 South
     Carolina Code):

     N/A


                                      


The name and address of each incorporator is as follows (only one is required):

     Name                    Address                       Signature

 Gene Reed, Jr.    7501 Rivers Ave., N.Charleston, SC 29410  /s/  Gene Reed, Jr.
- --------------------------------------------------------------------------------

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

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

I, Irvin G.Condon, an attorney licensed to practice in the State of South
Carolina, certify that the corporation, to whose articles of incorporation this
certificate is attached, has complied with the requirements of Chapter 2, 
Title 33 of the 1976 South Carolina Code relating to the articles of
incorporation.

Date  June 21, 1990                               /s/ Irvin G. Condon
      -------------                             ----------------------------
                                                     Signature


                                                     Irvin G. Condon
                                                ----------------------------
                                                  (Type or Print Name)


                                                       Rosen, Rosen & Hagood
                                               Address P.O. Box 893     
                                                       ---------------------
                                                                
                                                       Charleston, SC 29402
                                              ------------------------------

                             FILING INSTRUCTIONS

1.   Two copies of this form, the original and either a duplicate or a
     conformed copy, must be filed.

2.   If the space in this form is insufficient, please attach additional sheets
     containing a reference to the appropriate paragraph in this form.

3.   Schedule of Fees -- payable at time of filing this document

          Fee for filing Application -- payable to Secretary of State   $10.00
          Filing Tax -- Payable to Secretary of State                   100.00
          Minimum License Fee -- payable to SC Tax Commission            25.00


4.   THIS FORM MUST BE ACCOMPANIED BY THE FIRST REPORT OF CORPORATIONS (SEE 
     (SECTION)12-19-201), AND A CHECK IN THE AMOUNT OF $25.00 PAYABLE TO THE 
     SOUTH CAROLINA TAX COMMISSION.

                                  Form Approved by South Carolina
                                  Secretary of State 1/89




                           STATE OF SOUTH CAROLINA
                              SECRETARY OF STATE

                            ARTICLES OF AMENDMENT


     Pursuant (Section)3-10-106 of the 1976 South Carolina Code, as amended,
the undersigned corporation adopts the following Articles of Amendment to its
Articles of Incorporation:

1.   The name of the corporation is Michael Chevrolet -- Oldsmobile, Inc..

2.   On August 2, 1990, the corporation adopted the following Amendment(s) of
     its Articles of Incorporation:

          (Type or attach the complete text of Each Amendment)

     Resolved that the corporation is authorized to issue 200,000 shares of 
     stock and Paragraph 3.a of the Articles of Incorporation shall be amended 
     to state the authorized shares as 200,000.

3.   The manner, if not set forth in the amendment, in which any exchange, 
     reclassification, or cancellation of issued shares provided for in the 
     Amendment shall be effected, is as follows: (if not applicable, insert
     "not applicable" or "NA"). 

     N/A

4.   Complete either a or b, whichever is applicable.

     a.   [ ] Amendment(s) adopted by shareholder action.
          At the date of adoption of the amendment, the number of outstanding
          shares of each voting group entitled to vote separately on the 
          Amendment, and the vote of such shares was:

        Number of     Number of       Number of Votes     Number of Undisputed*
Voting  Outstanding   Votes Entitled  Represented at the  Shares Voted
Group   Shares        to be Cast      meeting             For    Against
- -----   ------        ----------      -------             --------------

N/A

*NOTE:   Pursuant to Section 33-10-106(6)(i), the corporation can alternatively
         state the total number of undisputed shares cast for the amendment by
         each voting group together with a statement that the number of cast 
         for the amendment by each voting group was sufficient for approval
         by that voting group.





          b.   [x]  The Amendment(s) was duly adopted by the incorporators or
                    board of directors without shareholder approval pursuant to
                    (Section)33-6-102(d), 33-10-102 and 33-10-105 of the 1976
                    South Carolina Code as amended, and shareholder action was 
                    not required.

5.   Unless a delayed date is specified, the effective date of these Articles
     of Amendment shall be the date of acceptance for filing by the Secretary
     of State (See (Section)33-1-230(b)): ____________

DATE   3/1/91                           Michael Chevrolet -- Oldsmobile, Inc.
- ----   ------                           -------------------------------------
                                                 (Name of Corporation)

                                     By:  /s/ Gene Reed, Jr.
                                          -----------------------------------
                                              (Signature)



                                       Gene Reed, Jr. President
                                       -------------------------------------
                                       (Type or Print Name and Office)

                   
                             FILING INSTRUCTIONS
            
1.   Two copies of this form, the original and either a duplicate original or
     a conformed copy, must be filed.

2.   If the space in this form is insufficient, please attach additional sheets
     containing a reference to the appropriate paragraph in this form.

3.   Filing fees and taxes payable to the Secretary of State at time of filing 
     application.

          Filing Fee                    $10.00
          Filing tax                    100.00
          Total                        $110.00



                                              Form Approved by South Carolina
                                              Secretary of State 1/89


                                                                      EX-3.140
                 BY-LAWS OF MICHAEL CHEVROLET-OLDSMOBILE, INC.


                               ARTICLE I. OFFICES

SS. 1.1   BUSINESS OFFICE.

         The original principal office of the corporation shall be within in
         the State of South Carolina and shall be located in the City of North
         Charleston, County of Charleston. The board of directors may change
         the location of the principal office. The corporation shall maintain
         at its principal office a copy of certain records, as specified in ss.
         2.14 of Article II. The corporation may have such other offices,
         either within or without the State of South Carolina, as the board of
         directors may designate or as the business of the corporation may
         require from time to time.

SS. 1.2   REGISTERED OFFICE.

         The registered office of the corporation, required by ss. 33-5-101,
         S.C. Revised Code may be, but need not be, identical with the
         principal office in the state of South Carolina, and the address of
         the registered office may be changed from time to time.

                            ARTICLE II. SHAREHOLDERS

SS. 2.1   ANNUAL MEETING.

         The annual meeting of the shareholders shall be held on the first
         Monday of March, in each year, beginning with the year 1991, at the
         hour of 10 o'clock a.m. or at such other time on such other day within
         such month as shall be fixed by the board of directors, for the
         purpose of electing directors and for the transaction of such other
         business as may come before the meeting. If the day fixed for the
         annual meeting shall be a legal holiday in the State of South
         Carolina, such meeting shall be held on the next succeeding business
         day.

         If the election of directors shall not be held on the day designated
         herein for any annual meeting of the shareholders, or at any
         subsequent continuation after adjournment thereof, the board of
         directors shall cause the election to be held at a special meeting of
         the shareholders as soon thereafter as convenient.

SS. 2.2   SPECIAL MEETINGS.

         Special meetings of the shareholders, for any purpose or purposes,
         described in the meeting notice, may be called by

                                       1


         the president, or by the board of directors, and shall be called by
         the president at the request of the holders of not less than one-tenth
         of all outstanding votes of the corporation entitled to be cast on any
         issue at the meeting.

SS. 2.3   PLACE OF MEETING.

         The board of directors may designate any place within the county in
         South Carolina where the company has its principal office as the place
         of meeting for any annual or special meeting of the shareholders,
         unless all the shareholders entitled to vote at the meeting agree by
         written consents (which may be in the form of waiver of notice or
         otherwise) to another location, which may be either within or without
         the state of South Carolina. If no designation is made, the place of
         meeting shall be the principal office of the corporation in the state
         of South Carolina.

SS. 2.4   NOTICE OF MEETING.

         (a)  Required notice.

              Written notice stating the place, day and hour of any annual or
              special shareholder meeting shall be delivered not less than ten
              nor more than sixty days before the date of the meeting, either
              personally or by mail, by or at the direction of the president,
              the board of directors or other persons calling the meeting, to
              each shareholder of record entitled to vote at such meeting and
              to any other shareholder entitled by the South Carolina Business
              Corporation Act of 1988 or the articles of incorporation to
              receive notice of the meeting. Notice shall be deemed to be
              effective at the earlier of: (1) when deposited in the United
              States mail, addressed to the shareholder at his address as it
              appears on the stock transfer books of the corporation, with
              postage thereon prepaid, (2) on the date shown on the return
              receipt if sent by registered or certified mail, return receipt
              requested, and the receipt is signed by or on behalf of the
              addressee, (3) when received, or (4) 5 days after deposit in the
              United States mail, if mailed postpaid and correctly addressed to
              an address other than that shown in the corporation's current
              record of shareholders.

         (b)  Adjourned Meeting.

              If any shareholder meeting is adjourned to a different date,
              time, or place, notice need not be given of the new date, time or
              place, if the new date, time and place is announced at the
              meeting before adjournment. If a new record date for the
              adjourned meeting is, or must be, fixed (see ss. 2.5 of

                                       2


              this Article II) then notice must be given pursuant to the
              requirements of paragraph (a) of this ss. 2.4, to those persons
              who are shareholders as of the new record date.

         (c)  Waiver of Notice.

              The shareholder may waive notice of the meeting (or any notice
              required by the Act, articles of incorporation, or bylaws), by a
              writing signed by the shareholder entitled to the notice, which
              is delivered to the corporation (either before or after the date
              and time stated in the notice) for inclusion in the minutes or
              filing with the corporate records.

              A shareholder's attendance at a meeting:

              (1)  waives objection to lack of notice or defective notice of
                   the meeting, unless the shareholder at the beginning of the
                   meeting objects to holding the meeting or transacting
                   business at the meeting;

              (2)  waives objection to consideration of a particular matter at
                   the meeting that is not within the purpose or purposes
                   described in the meeting notice, unless the shareholder
                   objects to considering the matter when it is presented.

         (d) Contents of Notice.

              The notice of each special shareholder meeting shall include a
              description of the purpose or purposes for which the meeting is
              called. Except as provided in this ss.2.4(d), or as provided in
              the corporation's articles, or otherwise in the South Carolina
              Business Corporation Act, the notice of an annual shareholder
              meeting need not include a description of the purpose or purposes
              for which the meeting is called.

              If a purpose of any shareholder meeting is to consider either:
              (1) a proposed amendment to the articles of incorporation
              (including any restated articles requiring shareholder approval);
              (2) a plan of merger or share exchange; (3) the sale, lease,
              exchange or other disposition of all, or substantially all of the
              corporation's property; (4) the adoption, amendment or repeal of
              a bylaw; (5) dissolution of the corporation; or, (6) removal of a
              director, the notice must so state and be accompanied by
              respectively a copy or summary of the: (1) articles of amendment;
              (2) plan of merger or share exchange; (3) transaction for
              disposition of all the corporation's property; or (4) bylaw
              proposal. If

                                       3


              the proposed corporation action creates dissenter's rights, the
              notice must state that shareholders are, or may be entitled to
              assert dissenter's rights, and must be accompanied by a copy of
              Chapter #13 of South Carolina Business Corporation Act. If the
              corporation issues, or authorizes the issuance of shares for
              promissory notes or for promises to render services in the
              future, the corporation shall report in writing to all the
              shareholders the number of shares authorized or issued, and the
              consideration received with or before the notice of the next
              shareholder meeting. Likewise, if the corporation indemnities or
              advances expenses to a director (as defined in ss.33-16-210 South
              Carolina Revised Code Ann.), this shall be reported to all the
              shareholders with or before notice of the next shareholder's
              meeting.

SS. 2.5   FIXING OF RECORD DATE.

         For the purpose of determining shareholders of any voting group
         entitled to notice of or to vote at any meeting of shareholders, or
         shareholders entitled to receive payment of any distribution or
         dividend, or in order to make a determination of shareholders for any
         other proper purpose, the board of directors may fix in advance a date
         as the record date. Such record date shall not be more than seventy
         days prior to the date on which the particular action, requiring such
         determination of shareholders, is to be taken. If no record date is so
         fixed by the board for the determination of shareholders entitled to
         notice of, or to vote at a meeting of shareholders, or shareholders
         entitled to receive a share dividend or distribution, the record date
         for determination of such shareholders shall be at the close of
         business on:

         (a)  With respect to an annual shareholder meeting or any special
              shareholder meeting called by the board or any person
              specifically authorized by the board or these bylaws to call a
              meeting, the day before the first notice is delivered to
              shareholders;

         (b)  With respect to a special shareholder's meeting demanded by the
              shareholders, the date the first shareholder signs the demand;

         (c)  With respect to the payment of a share dividend, the date the
              board authorizes the share dividend;

         (d)  With respect to actions taken in writing without a meeting
              (pursuant to Article IIss. 2.12), the date the first shareholder
              signs a consent;

                                       4


         (e)  And with respect to a distribution to shareholders, (other than
              one involving a repurchase or reacquisition of shares), the date
              the board authorizes the distribution.

         When a determination of shareholders entitled to vote at any meeting
         of shareholders has been made as provided in this section, such
         determination shall apply to any adjournment thereof unless the board
         of directors fixes a new record date which it must do if the meeting
         is adjourned to a date more than 120 days after the date fixed for the
         original meeting.

SS. 2.6   SHAREHOLDER LIST.

         The officer or agent having charge of the stock transfer books for
         shares of the corporation shall make a complete record of the
         shareholders entitled to vote at each meeting of shareholders thereof,
         arranged in alphabetical order, with the address of and the number of
         shares held by each. The list must be arranged by voting group (if
         such exists, see Art. II, ss. 2.7) and within each voting group by
         class or series of shares. The shareholder's list must be available
         for inspection by any shareholder, beginning on the date on which
         notice of the meeting is given for which the list was prepared and
         continuing through the meeting. The list shall be available at the
         corporation's principal office or at a place identified in the meeting
         notice in the city where the meeting is to be held. A shareholder, his
         agent or attorney is entitled on written demand to inspect, and
         subject to the requirements of ss. 2.14 of this Article II, to copy
         the list at his expense during regular business hours, and during the
         period it is available for inspection. The corporation shall maintain
         the shareholder list in written form or in another form capable of
         conversion into written form within a reasonable time.

SS. 2.7   QUORUM AND VOTING REQUIREMENTS.

         If the articles of incorporation or the South Carolina Business
         Corporation Act of 1988 provides for voting by a single voting group
         on a matter, action on that matter is taken when voted upon by that
         voting group.

         Shares entitled to vote as a separate voting group may take action on
a matter at a meeting only if a quorum of those shares exists with respect to
that matter. Unless the articles of incorporation, a bylaw adopted pursuant to
ss. 2.8 of this Article II, or the South Carolina Business Corporation Act of
1988 provide otherwise, a majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action
on that matter.

         If the articles of incorporation or the South Carolina Business
         Corporation Act provide for voting by two or more

                                       5


         voting groups on a matter, action on that matter is taken only when
         voted upon by each of those voting groups counted separately. Action
         may be taken by one voting group on a matter even though no action is
         taken by another voting group entitled to vote on the matter.

         Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes If a quorum exists, action on a matter (other than
the election of directors) by a voting group is approved if the votes cast
within the voting group favoring the action exceed the votes cast opposing the
action, unless the articles of incorporation, a bylaw adopted pursuant to ss.
2.8 of this Article II, or the South Carolina Business Corporation Act of 1988
require a greater number of affirmative votes.

SS. 2.8   INCREASING EITHER QUORUM OR VOTING REQUIREMENTS.

         For purposes of this ss. 2.8 a "supermajority" quorum is a requirement
         that more than a majority of the votes of the voting group be present
         to constitute a quorum; and a "supermajority" voting requirement is
         any requirement that requires the vote of more than a majority of the
         affirmative votes of a voting group at a meeting.

         The shareholders, but only if specifically authorized to do so by the
articles of incorporation, may adopt, amend or delete a bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.

         The adoption or amendment of a bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote and voting groups
required to take action under the quorum and voting requirement then in effect
or proposed to be adopted, whichever is greater.

         A bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the board of
directors.

SS. 2.9   PROXIES.

         At all meetings of shareholders, a shareholder may vote in person, or
         vote by proxy which is executed in writing by the shareholder or which
         is executed by his duly authorized attorney-in-fact. Such proxy shall
         be dated and filed with the secretary of the corporation or other
         person authorized to tabulate votes before or at the time of the
         meeting. Unless a time of expiration is otherwise specified, a proxy
         is valid for eleven months. A proxy is revocable unless executed in
         compliance with S.C. Code Ann. ss. 33-7-220(d), or any succeeding
         statute of like tenor and effect.

                                       6


SS. 2.10  VOTING OF SHARES.

         Unless otherwise provided in the articles, and subject to the
         cumulative voting provisions of ss.2.13 of this Article II, each
         outstanding share entitled to vote shall be entitled to one vote upon
         each matter submitted to a vote at a meeting of shareholders.

         Except as provided by specific court order, no shares held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation are held by the corporation, shall be voted
at any meeting or counted in determining the total number of outstanding shares
at any given time for purposes of any meeting. Provided, however, the prior
sentence shall not limit the power of the corporation to vote any shares,
including its own shares, held by it in a fiduciary capacity.

         Redeemable shares are not entitled to vote after notice of redemption
is mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender of
the shares.

SS. 2.11  CORPORATION'S ACCEPTANCE OF VOTES.

         (a)  If the name signed on a vote, consent, waiver, or proxy
              appointment corresponds to the name of a shareholder, the
              corporation if acting in good faith is entitled to accept the
              vote, consent, waiver, or proxy appointment and give it effect as
              the act of the shareholders.

         (b)  If the name signed on a vote, consent, waiver, or proxy
              appointment does not correspond to the name of its shareholder,
              the corporation if acting in good faith is nevertheless entitled
              to accept the vote, consent, waiver, or proxy appointment and
              give it effect as the act of the shareholder if:

              (1)  the shareholder is an entity as defined in the South
                   Carolina Business Corporation Act of 1988 and the name
                   signed purports to be that of an officer or agent of the
                   entity;

              (2)  the name signed purports to be that of an administrator,
                   executor, guardian, or conservator representing the
                   shareholder and, if the corporation requests, evidence of
                   fiduciary status acceptable to the corporation has been
                   presented with respect to the vote, consent, waiver, or
                   proxy appointment;

                                       7


              (3)  the name signed purports to be that of a receiver or trustee
                   in bankruptcy of the shareholder and, if the corporation
                   requests, evidence of this status acceptable to the
                   corporation has been presented with respect to the vote,
                   consent, waiver, or proxy appointment;

              (4)  the name signed purports to be that of a pledgee, beneficial
                   owner, or attorney-in-fact of the shareholder and, if the
                   corporation requests, evidence acceptable to the corporation
                   of the signatory's authority to sign for the shareholder has
                   been presented with respect to the vote, consent, waiver, or
                   proxy appointment;

              (5)  two or more persons are the shareholder as co-tenants or
                   fiduciaries and the name signed purports to be the name of
                   at least one of the co-owners and the person signing appears
                   to be acting on behalf of all the co-owners.

         (c)  The corporation is entitled to reject a vote, consent, waiver, or
              proxy appointment if the secretary or other officer or agent
              authorized to tabulate votes, acting in good faith, has
              reasonable basis for doubt about the validity of the signature on
              it or about the signatory's authority to sign for the
              shareholder.

         (d)  The corporation and its officer or agent who accepts or rejects a
              vote, consent, waiver, or proxy appointment in good faith and in
              accordance with the standards of this section are not liable in
              damages to the shareholder for the consequences of the acceptance
              or rejection.

         (e)  Corporate action based on the acceptance or rejection of a vote,
              consent, waiver, or proxy appointment under this section is valid
              unless a court of competent jurisdiction determines otherwise.

SS. 2.12  INFORMAL ACTION BY SHAREHOLDERS.

         Any action required or permitted to be taken at a meeting of the
         shareholders may be taken without a meeting if one or more consents in
         writing, setting forth the action so taken, shall be signed by all of
         the shareholders entitled to vote with respect to the subject matter
         thereof and are delivered to the corporation for inclusion in the
         minute book. If the act to be taken requires that notice be given to
         non-voting shareholders, the corporation shall give the non-voting
         shareholders written notice of the proposed action at least 10 days
         before the action is taken, which notice shall contain or be
         accompanied by the same material that would

                                       8


         have been required if a formal meeting had been called to consider the
         action. A consent signed under this section has the effect of a
         meeting vote and may be described as such in any document.

SS. 2.13  VOTING FOR DIRECTORS.

         (a)  General Provision.

              Unless otherwise provided in the articles, at each election for
              directors every shareholder entitled to vote at such election
              shall have the right to vote, in person or by proxy, the number
              of votes he is entitled to cast for as many persons as there are
              directors to be elected and for whose election he has a right to
              vote, and, if notice of cumulative voting has been given either
              as provided in subsection (b)(1) or (b)(2) , to cumulate his
              votes.

         (b)  Notice of Cumulative Voting.

              Notice of cumulative voting shall be given either by:

              (1)  the meeting notice or proxy statement accompanying the
                   notice, which states conspicuously that cumulative voting is
                   authorized; or

              (2)  a shareholder who has the right to cumulate his votes shall
                   either (a) give written notice of his intention to the
                   president or other officer of the corporation not less than
                   forty-eight hours before the time fixed for the meeting,
                   which notice must be announced in the meeting before the
                   voting, or (b) announce his intention in the meeting before
                   the voting for directors commences; and all shareholders
                   entitled to vote at the meeting shall without further notice
                   be entitled to cumulate their votes.

         (c)  Recess.

              If cumulative voting is to be used, the person presiding may, or
              if requested by any shareholder shall, recess the meeting for a
              reasonable time to allow deliberation by shareholders, not to
              exceed two hours.

              (d)     Plurality Requirement.

              Unless otherwise provided in the articles of incorporation,
              directors are elected by a plurality of the votes cast by the
              shares entitled to vote in

                                       9


              the election at a meeting at which a quorum is present.

SS. 2.14  SHAREHOLDER'S RIGHTS TO INSPECT CORPORATE RECORDS.

         (a)  Minutes and Accounting Records.

              The corporation shall keep as permanent records minutes of all
              meetings of its shareholders and board of directors, a record of
              all actions taken by the shareholders or board of directors
              without a meeting, and a record of all actions taken by a
              committee of the board of directors in place of the board of
              directors on behalf of the corporation. The corporation shall
              maintain appropriate accounting records.

         (b)  Absolute Inspection Rights of Records Required at Principal
              Office.

              If he gives the corporation written notice of his demand at least
              five business days before the date on which he wishes to inspect
              and copy, a shareholder (or his agent or attorney) has the right
              to inspect and copy, during regular business hours any of the
              following records, all of which the corporation is required to
              keep at its principal office:

              (1)  its articles or restated articles of incorporation and all
                   amendments to them currently in effect;

              (2)  its bylaws or restated bylaws and all amendments to them
                   currently in effect;

              (3)  resolutions adopted by its board of directors creating one
                   or more classes or series of shares, and fixing their
                   relative rights, preferences, and limitations, if shares
                   issued pursuant to those resolutions are outstanding;

              (4)  the minutes of all shareholders' meetings, and records of
                   all action taken by shareholders without a meeting, for the
                   past 10 years;

              (5)  all written communications to shareholders generally within
                   the past three years, including the financial statement
                   furnished for the past three years to the shareholders;

              (6)  a list of the names and business addresses of its current
                   directors and officers;

                                      10


              (7)  its most recent annual report delivered to the Tax
                   Commission; and

              (8)  if the shareholder owns at least one percent of any class of
                   shares, he may inspect and copy its federal and state income
                   tax returns for the last ten years.

         (c)  Conditional Inspection Right.

              In addition, if he gives the corporation a written demand made in
              good faith and for a proper purpose at least five business days
              before the date on which he wishes to inspect and copy, he
              describes with reasonable particularity his purpose and the
              records he desires to inspect, and the records are directly
              connected with his purpose, a shareholder of a corporation (or
              his agent or attorney) is entitled to inspect and copy, during
              regular business hours at a reasonable location specified by the
              corporation, any of the following records of the corporation:

              (1)  excerpts from minutes of any meeting of the board of
                   directors, records of any action of a committee of the board
                   of directors on behalf of the corporation, minutes of any
                   meeting of the shareholders, and records of action taken by
                   the shareholders or board of directors without a meeting, to
                   the extent not subject to inspection under paragraph (a) of
                   thisss. 2.14.

              (2)  accounting records of the corporation; and

              (3)  the record of shareholders (compiled no earlier than the
                   date of the shareholder's demand).

         (d)  Copy Costs.

              The right to copy records includes, if reasonable, the right to
              receive copies made by photographic, xerographic, or other means.
              The corporation may impose a reasonable charge, covering the
              costs of labor and material, for copies of any documents provided
              to the shareholder. The charge may not exceed the estimated cost
              of production or reproduction of the records.

SS. 2.15  FINANCIAL STATEMENTS SHALL BE FURNISHED TO THE SHAREHOLDERS.

         (a)  The corporation shall furnish its shareholders annual financial
              statements, which may be consolidated or combined statements of
              the corporation and one or more of its subsidiaries, as
              appropriate, that

                                      11


              include a balance sheet as of the end of the fiscal year, an
              income statement for that year, and a statement of changes in
              shareholders' equity for the year unless that information appears
              elsewhere in the financial statements. If financial statements
              are prepared for the corporation on the basis of generally
              accepted accounting principles, the annual financial statements
              for the shareholders also must be prepared on that basis.

         (b)  If the annual financial statements are reported upon by a public
              accountant, his report must accompany them. If not, the
              statements must be accompanied by a statement of the president or
              the person responsible for the corporation's accounting records:

              (1)  stating his reasonable belief whether the statements were
                   prepared on the basis of generally accepted accounting
                   principles and, if not, describing the basis of preparation;
                   and

              (2)  describing any respects in which the statements were not
                   prepared on a basis of accounting consistent with the
                   statements prepared for the preceding year.

         (c)  A corporation shall mail the annual financial statements to each
              shareholder within 120 days after the close of each fiscal year.
              Thereafter, on written request from a shareholder who was not
              mailed the statements, the corporation shall mail him the latest
              financial statements

SS. 2.16  DISSENTER'S RIGHTS

         Each shareholder shall have the right to dissent from, and obtain
         payment for his shares when so authorized by the South Carolina
         Business Corporation Act of 1988, articles of incorporation, these
         bylaws, or in a resolution of the board of directors.


                        ARTICLE III. BOARD OF DIRECTORS

SS. 3.1   GENERAL POWERS.

         Unless the articles of incorporation have dispensed with or limited
         the authority of the board of directors by describing who will perform
         some or all of the duties of a board of directors, all corporate
         powers shall be exercised by or under the authority of, and the
         business and affairs of the corporation shall be managed under the
         direction of the board of directors.

                                      12


SS. 3.2   NUMBER, TENURE AND QUALIFICATIONS OF DIRECTORS.

         Unless otherwise provided in the articles of incorporation, the number
         of directors of the corporation shall be one. Each director shall hold
         office until the next annual meeting of shareholders or until removed.
         However, if his term expires, he shall continue to serve until his
         successor shall have been elected and qualified or until there is a
         decrease in the number of directors. Directors need not be residents
         of the state of South Carolina or shareholders of the corporation
         unless so required by the articles of incorporation.

SS. 3.3   REGULAR MEETINGS.

         Unless otherwise provided in the articles, a regular meeting of the
         board of directors shall be held without other notice than this bylaw
         immediately after, and at the same place as, the annual meeting of
         shareholders. The board of directors may provide, by resolution, the
         time and place (which shall be within the county where the company's
         principal office is located) for the holding of additional regular
         meetings without other notice than such resolution. (If so permitted
         by ss. 3.7, any such regular meeting may be held by telephone.)

SS. 3.4   SPECIAL MEETINGS.

         Unless otherwise provided in the articles, special meetings of the
         board of directors may be called by or at the request of the president
         or any one director. The person authorized to call special meetings of
         the board of directors may fix any place, only within the County of
         South Carolina where this corporation has its principal office as the
         place for holding any special meeting of the board of directors, or if
         permitted by ss. 3.7, such meeting may be held by telephone.

SS. 3.5   NOTICE OF SPECIAL MEETING.

         Unless the articles of incorporation provide for a longer or shorter
         period, notice of any special meeting shall be given at least two days
         previously thereto either orally or in writing. If mailed, such notice
         shall be deemed to be effective at the earlier of: (1) when received;
         (2) 5 days after deposited in the United States mail, addressed to the
         director's business office, with postage thereon prepaid; or (3) the
         date shown on the return receipt if sent by registered or certified
         mail, return receipt requested, and the receipt is signed by or on
         behalf of the director. Any director may waive notice of any meeting.
         Except as provided in the next sentence, the waiver must be in
         writing, signed by the director entitled to the notice, and filed with
         the minutes or corporate records. The attendance of a director at a
         meeting shall constitute a waiver of notice of such meeting, except
         where a director

                                      13


         attends a meeting for the express purpose of objecting to the
         transaction of any business and at the beginning of the meeting (or
         promptly upon his arrival) objects to holding the meeting or
         transacting business at the meeting, and does not thereafter vote for
         or assent to action taken at the meeting.

SS. 3.6   DIRECTOR QUORUM.

         A majority of the number of directors in office immediately before the
         meeting begins shall constitute a quorum for the transaction of
         business at any meeting of the board of directors, unless the articles
         require a greater number. Any amendment to this quorum requirement is
         subject to the provisions ofss.3.8 of this Article III.

SS. 3.7   MANNER OF ACTING.

         (a)  Required Vote

              The act of the majority of the directors present at a meeting at
              which a quorum is present when the vote is taken shall be the act
              of the board of directors unless the articles of incorporation
              require a greater percentage. Any amendment which changes the
              number of directors needed to take action, is subject to the
              provisions ofss.3.8 of this Article III.

         (b)  Telephone Meeting

              Unless the articles of incorporation provide otherwise, any or
              all directors may participate in a regular or special meeting by,
              or conduct the meeting through the use of, any means of
              communication by which all directors participating may
              simultaneously hear each other during the meeting. A director
              participating in a meeting by this means is deemed to be present
              in person at the meeting.

         (c)  Failure To Object To Action

              A director who is present at a meeting of the board of directors
              or a committee of the board of directors when corporate action is
              taken is deemed to have assented to the action taken unless: (1)
              he objects at the beginning of the meeting (or promptly upon his
              arrival) to holding it or transacting business at the meeting; or
              (2) his dissent or abstention from the action taken is entered in
              the minutes of the meeting; or (3) he delivers written notice of
              his dissent or abstention to the presiding officer of the meeting
              before its adjournment or to the corporation immediately after
              adjournment of the meeting. The

                                      14


              right of dissent or abstention is not available to a director who
              votes in favor of the action taken.

SS. 3.8   ESTABLISHING A "SUPERMAJORITY" QUORUM OR VOTING REQUIREMENT.

         For purposes of this ss. 3.8, a "supermajority" quorum is a
         requirement that more than a majority of the directors in office
         constitute a quorum; and a "supermajority" voting requirement is any
         requirement that requires the vote of more than a majority of those
         directors present at a meeting at which a quorum is present to be the
         act of the directors.

         A bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:

         (1)  if originally adopted by the shareholders, only by the
              shareholders (unless otherwise provided by the shareholders);

         (2)  if originally adopted by the board of directors, either by the
              shareholders or by the board of directors.

         A bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for the board of
directors may provide that it may be amended or repealed only by a specified
vote of either the shareholders or the board of directors.

         Subject to the provisions of the preceding paragraph, action by the
         board of directors to adopt, amend, or repeal a bylaw that changes the
         quorum or voting requirement for the board of directors must meet the
         same quorum requirement and be adopted by the same vote required to
         take action under the quorum and voting requirement then in effect or
         proposed to be adopted, whichever is greater.

SS. 3.9   ACTION WITHOUT A MEETING.

         Unless the articles of incorporation provide otherwise, action
         required or permitted by this the South Carolina Business Corporation
         Act of 1988, to be taken at a board of directors' meeting may be taken
         without a meeting if the action is assented to by all members of the
         board.

         The action may be evidence by one or more written consents describing
the action taken, signed by each director, and included in the minutes or filed
with the corporate records reflecting the action taken. Action evidenced by
written consents under this section is effective when the last director signs
the consent, unless the consent specifies a different effective date. A consent
signed under this section has the effect of a meeting vote and may be described
as such in any document.

                                      15


SS. 3.10  REMOVAL OF A DIRECTOR

         The shareholders may remove one or more directors at a meeting called
         for that purpose if notice has been given that a purpose of the
         meeting is such removal. The removal may be with or without cause
         unless the articles provide that directors may only be removed with
         cause. If a director is elected by a voting group of shareholders,
         only the shareholders of that voting group may participate in the vote
         to remove him. If cumulative voting is authorized, a director may not
         be removed if the number of votes sufficient to elect him under
         cumulative voting is voted against his removal. If cumulative voting
         is not authorized, a director may be removed only if the number of
         votes cast to remove him exceeds the number of votes cast not to
         remove him.

SS. 3.11  VACANCIES.

         Unless the articles of incorporation provide otherwise, if a vacancy
         occurs on a board of directors, including a vacancy resulting from an
         increase in the number of directors, the shareholders may fill the
         vacancy. During such time that the shareholders fail or are unable to
         fill such vacancies then and until the shareholders act:

         (1)  the board of directors may fill the vacancy; or

         (2)  if the directors remaining in office constitute fewer than a
              quorum of the board, they may fill the vacancy by the affirmative
              vote of a majority of all the directors remaining in office.

         If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that voting group are entitled
to vote to fill the vacancy if it is filled by the shareholders.

         A vacancy that will occur at a specific later date (by reason of a
resignation effective at a later date) may be filled before the vacancy occurs
but the new director may not take office until the vacancy occurs.

         The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. However, if his term
expires, he shall continue to serve until his successor is elected and
qualifies or until there is a decrease in the number of directors.

SS. 3.12  COMPENSATION.

         Unless otherwise provided in the articles, by resolution of the board
         of directors, each director may be paid his expenses, if any, of
         attendance at each meeting of the board of directors, and may be paid
         a stated salary as director or

                                      16


         a fixed sum for attendance at each meeting of the board of directors
         or both. No such payment shall preclude any director from serving the
         corporation in any capacity and receiving compensation therefor.

SS. 3.13  COMMITTEES.

         (a)  Creation of Committees.

              Unless the articles of incorporation provide otherwise, the board
              of directors may create one or more committees and appoint
              members of the board of directors to serve on them. Each
              committee must have two or more members, who serve at the
              pleasure of the board of directors.

         (b)  Selection of Members.

              The creation of a committee and appointment of members to it must
              be approved by the greater of (1) a majority of all the directors
              in office when the action is taken or (2) the number of directors
              required by the articles of incorporation to take such action,
              (or if not specified in the articles the numbers required by, ss.
              3.7 of this Article III to take action).

         (c)  Required Procedures.

              ss.ss. 3.4, 3.5, 3.6, 3.7, 3.8 and 3.9 of this Article III, which
              govern meetings, action without meetings, notice and waiver of
              notice, quorum and voting requirements of the board of directors,
              apply to committees and their members.

         (d)  Authority.

              Unless limited by the articles of incorporation, each committee
              may exercise those aspects of the authority of the board of
              directors which the board of directors confers upon such
              committee in the resolution creating the committee. Provided,
              however, a committee may not:

              (1)  authorize distributions;

              (2)  approve or propose to shareholders action that the South
                   Carolina Business Corporation Act of 1988 requires be
                   approved by shareholders;

              (3)  fill vacancies on the board of directors or on any of its
                   committees;

                                      17


              (4)  amend the articles of incorporation pursuant to the
                   authority of directors, to do so granted byss.33-10-102 of
                   the South Carolina Revised Code;

              (5)  adopt, amend, or repeal bylaws;

              (6)  approve a plan of merger not requiring shareholder approval;

              (7)  authorize or approve reacquisition of shares, except
                   according to a formula or method prescribed by the board of
                   directors; or

              (8)  authorize or approve the issuance or sale or contract for
                   sale of shares or determine the designation and relative
                   rights, preferences, and limitations of a class or series of
                   shares, except that the board of directors may authorize a
                   committee (or a senior executive officer of the corporation)
                   to do so within limits specifically prescribed by the board
                   of directors.


                              ARTICLE IV. OFFICERS

SS. 4.1   NUMBER.

         The officers of the corporation shall be a president, a secretary, and
         a treasurer, each of whom shall be appointed by the board of
         directors. Such other officers and assistant officers as may be deemed
         necessary, including any vice-presidents, may be appointed by the
         board of directors. If specifically authorized by the board of
         directors, an officer may appoint one or more officers or assistant
         officers. The same individual may simultaneously hold more than one
         office in the corporation.

SS. 4.2   APPOINTMENT AND TERM OF OFFICE.

         The officers of the corporation shall be appointed by the board of
         directors for a term as determined by the board of directors. (The
         designation of a specified term grants to the officer no contract
         rights, and the board can remove the officer at any time prior to the
         termination of such term). If no term is specified, they shall hold
         office until they resign, die, or until they are removed in the manner
         provided in ss. 4.3 of this Article IV.

SS. 4.3   REMOVAL.

         Unless appointed by the shareholders, any officer or agent may be
         removed by the board of directors at any time, with or without cause.
         Any officer or agent appointed by the

                                      18


         shareholders may be removed by the shareholders with or without cause.
         Such removal shall be without prejudice to the contract rights, if
         any, of the person so removed. Appointment of an officer or agent
         shall not of itself create contract rights.

SS. 4.4   PRESIDENT.

         The president shall be the principal executive officer of the
         corporation and, subject to the control of the board of directors,
         shall in general supervise and control all of the business and affairs
         of the corporation. He shall, when present, preside at all meetings of
         the shareholders and of the board of directors. He may sign, with the
         secretary or any other proper officer of the corporation thereunto
         authorized by the board of directors, certificates for shares of the
         corporation and deeds, mortgages, bonds, contracts, or other
         instruments which the board of directors has authorized to be
         executed, except in cases where the signing and execution thereof
         shall be expressly delegated by the board of directors or by these
         bylaws to some other officer or agent of the corporation, or shall be
         required by law to be otherwise signed or executed; and in general
         shall perform all duties incident to the office of president and such
         other duties as may be prescribed by the board of directors from time
         to time.

SS. 4.5   THE VICE-PRESIDENTS.

         If appointed, in the absence of the president or in the event of his
         death, inability or refusal to act, the vice-president (or in the
         event there be more than one vice-president, the vice-presidents in
         the order designated at the time of their election, or in the absence
         of any designation, then in the order of their appointment) shall
         perform the duties of the president, and when so acting, shall have
         all the powers of and be subject to all the restrictions upon the
         president. (If there is no vice-president, then the treasurer shall
         perform such duties of the president). Any vice-president may sign,
         with the secretary or an assistant secretary, certificates for shares
         of the corporation the issuance of which have been authorized by
         resolution of the board of directors; and shall perform such other
         duties as from time to time may be assigned to him by the president or
         by the board of directors.

SS. 4.6   THE SECRETARY.

         The secretary shall: (a) keep the minutes of the proceedings of the
         shareholders and of the board of directors in one or more books
         provided for that purpose; (b) see that all notices are duly given in
         accordance with the provisions of these bylaws or as required by law;
         (c) be custodian of the corporate records and of any seal of the
         corporation and if

                                      19


         there is a seal of the corporation, see that it is affixed to all
         documents the execution of which on behalf of the corporation under
         its seal is duly authorized; (d) when requested or required,
         authenticate any records of the corporation; (e) keep a register of
         the post office address of each shareholder which shall be furnished
         to the secretary by such shareholder; (f) sign with the president, or
         a vicepresident, certificates for shares of the corporation, the
         issuance of which shall have been authorized by resolution of the
         board of directors; (g) have general charge of the stock transfer
         books of the corporation; and (h) in general perform all duties
         incident to the office of secretary and such other duties as from time
         to time may be assigned to him by the president or by the board of
         directors.

SS. 4.7   THE TREASURER.

         The treasurer shall: (a) have charge and custody of and be responsible
         for all funds and securities of the corporation; (b) receive and give
         receipts for moneys due and payable to the corporation from any source
         whatsoever, and deposit all such moneys in the name of the corporation
         in such banks, trust companies or other depositories as shall be
         selected by the board of directors; and (c) in general perform all of
         the duties incident to the office of treasurer and such other duties
         as from time to time may be assigned to him by the president or by the
         board of directors. If required by the board of directors, the
         treasurer shall give a bond for the faithful discharge of his duties
         in such sum and with such surety or sureties as the board of directors
         shall determine.

SS. 4.8   ASSISTANT SECRETARIES AND ASSISTANT TREASURERS.

         The assistant secretaries, when authorized by the board of directors,
         may sign with the president or a vice-president certificates for
         shares of the corporation the issuance of which shall have been
         authorized by a resolution of the board of directors. The assistant
         treasurers shall respectively, if required by the board of directors,
         give bonds for the faithful discharge of their duties in such sums and
         with such sureties as the board of directors shall determine. The
         assistant secretaries and assistant treasurers, in general, shall
         perform such duties as shall be assigned to them by the secretary or
         the treasurer, respectively, or by the president or the board of
         directors.

SS. 4.9   SALARIES.

         The salaries of the officers shall be fixed from time to time by the
         board of directors.

                                      20


                           ARTICLE V. INDEMNIFICATION
                        OF DIRECTORS, OFFICERS, AGENTS,
                                 AND EMPLOYEES

SS. 5.1   INDEMNIFICATION OF DIRECTORS.

         Unless otherwise provided in the articles, the corporation shall
         indemnify any individual made a party to a proceeding because he is or
         was a director of the company, against liability incurred in the
         proceeding, but only if such indemnification is both (i) permissible
         and (ii) authorized, as defined in subsection (a) of this ss. 5.1.
         (Such indemnification is further subject to the limitation specified
         in subsection (c).)

         (a)  Determination and Authorization

              The corporation shall not indemnify a director under this ss. 5.1
              of Article V unless:

              (1)  Determination:

                   A determination has been made in accordance with the
                   procedures set forth in ss. 33-8-550(b) of the South
                   Carolina Revised Code that the director met the standard of
                   conduct set forth in subsection (b) below, and

              (2)  Authorization:

                   The board of directors (as specified in ss. 33-8550(c))
                   authorizes payment after they have concluded that the
                   expenses are reasonable, the corporation has the financial
                   ability to make the payment, and that the financial
                   resources of the company should be devoted to this use
                   rather than some other use by the corporation.

         (b)  Standard of Conduct

              The individual shall demonstrate that:

              (1)  he conducted himself in good faith; and
              
              (2)  he reasonably believed:

                   (i) in the case of conduct in his official capacity with the
                   corporation, that his conduct was in its best interests; and

                   (ii) in all other cases, that his conduct was at least not
                   opposed to its best interests; and

                   (iii) in the case of any criminal proceeding, he had no
                   reasonable cause to believe his conduct was unlawful.

                                      21


              The corporation shall not indemnify a director under this ss. 5.1
              of Article V:

              (1) in connection with a proceeding by or in the right of the
              corporation in which the director was adjudged liable to the
              corporation; or

              (2) in connection with any other proceeding charging improper
              personal benefit to him, whether or not involving action in his
              official capacity, in which he was adjudged liable on the basis
              that personal benefit was improperly received by him.

         (c)  Indemnification in Derivative Actions Limited

              Indemnification permitted under this ss. 5.1 of Article V in
              connection with a proceeding by or in the right of the
              corporation is limited to reasonable expenses incurred in
              connection with the proceeding.

SS. 5.2   ADVANCE EXPENSES FOR DIRECTORS

         If a determination is made, following the procedures of Article V ss.
5.1(a), that the director has met the following requirements; and if an
authorization of payment is made, also following the procedures and standards
set forth in Article V ss. 5.1(a); then unless otherwise provided in the
articles of incorporation, the company shall pay for or reimburse the
reasonable expenses incurred by a director who is a party to a proceeding in
advance of final disposition of the proceeding, if:

         (1)  the director furnishes the corporation a written affirmation of
              his good faith belief that he has met the standard of conduct
              described in subsection (b) ofss.5.1 of this Article V.

         (2)  the director furnishes the corporation a written undertaking,
              executed personally or on his behalf, to repay the advance if it
              is ultimately determined that he did not meet the standard of
              conduct (which undertaking must be an unlimited general
              obligation of the director but need not be secured and may be
              accepted without reference to financial ability to make
              repayment); and

         (3)  a determination is made that the facts then known to those making
              the determination would not preclude indemnification under
              section 5.1 of this Article V orss. 33-8-500 throughss.33-8-580
              of the South Carolina Revised Code.

                                      22


SS. 5.3   INDEMNIFICATION OF OFFICERS, AGENTS, AND EMPLOYEES WHO ARE NOT
          DIRECTORS.

         Unless otherwise provided in the articles of incorporation, the board
         of directors may indemnify and advance expenses to any officer,
         employee, or agent of the corporation, who is not a director of the
         corporation, to any extent, consistent with public policy, as
         determined by the general or specific action of the board of
         directors.


                          ARTICLE VI. CERTIFICATES FOR
                           SHARES AND THEIR TRANSFER

SS. 6.1   CERTIFICATES FOR SHARES.

         (a)  Content.

              Certificates representing shares of the corporation shall at
              minimum, state on their face the name of the issuing corporation
              and that it is formed under the laws of South Carolina; the name
              of the person to whom issued; and the number and class of shares
              and the designation of the series, if any, the certificate
              represents; and be in such form as determined by the board of
              directors. Such certificates shall be signed (either manually or
              by facsimile) by the president or a vice-president and by the
              secretary or an assistant secretary and may be sealed with a
              corporate seal or a facsimile thereof. Each certificate for
              shares shall be consecutively numbered or otherwise identified.

         (b)  Legend as to Class or Series.

              If the corporation is authorized to issue different classes of
              shares or different series within a class, the designations,
              relative rights, preferences, and limitations applicable to each
              class and the variations in rights, preferences, and limitations
              determined for each series (and the authority of the board of
              directors to determine variations for future series) must be
              summarized on the front or back of each certificate.
              Alternatively, each certificate may state conspicuously on its
              front or back that the corporation will furnish the shareholder
              this information on request in writing and without charge.

         (c)  Shareholder List.

              The name and address of the person to whom the shares represented
              thereby are issued, with the number of

                                      23


              shares and date of issue, shall be entered on the stock transfer
              books of the corporation.

         (d)  Transferring Shares.

              All certificates surrendered to the corporation for transfer
              shall be cancelled and no new certificate shall be issued until
              the former certificate for a like number of shares shall have
              been surrendered and cancelled, except that in case of a lost,
              destroyed or mutilated certificate a new one may be issued
              therefor upon such terms and indemnity to the corporation as the
              board of directors may prescribe.

SS. 6.2   [RESERVED]

SS. 6.3   REGISTRATION OF THE TRANSFER OF SHARES.

         Registration of the transfer of shares of the corporation shall be
         made only on the stock transfer books of the corporation. In order to
         register a transfer, the record owner shall surrender the shares to
         the corporation for cancellation, properly endorsed by the appropriate
         person or persons with reasonable assurances that the endorsements are
         genuine and effective. Subject to the provisions of ss. 33-7-300(d) of
         the South Carolina Revised Code (relating to shares held in a voting
         trust), and unless the corporation has established a procedure by
         which a beneficial owner of shares held by a nominee is to be
         recognized by the corporation as the owner, the person in whose name
         shares stand on the books of the corporation shall be deemed by the
         corporation to be the owner thereof for all purposes.

SS. 6.4   RESTRICTIONS ON TRANSFER OF SHARES PERMITTED.

         The board of directors (or shareholders) may impose restrictions on 
the transfer or registration of transfer of shares (including any security 
convertible into, or carrying a right to subscribe for or acquire shares). A 
restriction does not affect shares issued before the restriction was adopted 
unless the holders of the shares are parties to the restriction agreement or 
voted in favor of the restriction.

         A restriction on the transfer or registration of transfer of shares
may be authorized:

         (1)  to maintain the corporation's status when it is dependent on the
              number or identity of its shareholders;

         (2)  to preserve exemptions under federal or state securities law;

         (3)  for any other reasonable purpose.

                                      24


         A restriction on the transfer or registration of transfer of shares
may:

         (1)  obligate the shareholder first to offer the corporation or other
              persons (separately, consecutively, or simultaneously) an
              opportunity to acquire the restricted shares;

         (2)  obligate the corporation or other persons (separately,
              consecutively, or simultaneously) to acquire the restricted
              shares;

         (3)  require the corporation, the holders or any class of its shares,
              or another person to approve the transfer of the restricted
              shares, if the requirement is not manifestly unreasonable;

         (4)  prohibit the transfer of the restricted shares to designated
              persons or classes of persons, if the prohibition is not
              manifestly unreasonable.

         A restriction on the transfer or registration of transfer of shares 
is valid and enforceable against the holder or a transferee of the holder if 
the restriction is authorized by this section and its existence is noted 
conspicuously on the front or back of the certificate. Unless so noted, a 
restriction is not enforceable against a person without knowledge of the 
restriction.

SS. 6.5   ACQUISITION OF SHARES.

         The corporation may acquire its own shares and unless otherwise
         provided in the articles of incorporation, the shares so acquired
         constitute authorized but unissued shares.

         If the articles of incorporation prohibit the reissue of acquired
shares, the number of authorized shares is reduced by the number of shares
acquired, effective upon amendment of the articles of incorporation, which
amendment shall be adopted by the shareholders or the board of directors
without shareholder action. The article of amendment must be delivered to the
Secretary of State and must set forth:

         (1)  the name of the corporation;

         (2)  the reduction in the number of authorized shares, itemized by
              class and series; and

         (3)  the total number of authorized shares, itemized by class and
              series, remaining after reduction of the shares.

                                      25


                           ARTICLE VII. DISTRIBUTIONS

SS. 7.1   DISTRIBUTIONS.

         The board of directors may authorize, and the corporation may make,
         distributions (including dividends on its outstanding shares) in the
         manner and upon the terms and conditions provided by law and in the
         corporation's articles of incorporation.


                          ARTICLE VIII. CORPORATE SEAL

SS. 8.1   CORPORATE SEAL.

         The board of directors may provide a corporate seal which may be
         circular in form and have inscribed thereon any designation including
         the name of the corporation, South Carolina as the state of
         incorporation, and the words "Corporate Seal."

                         ARTICLE IX. EMERGENCY BYLAWS

SS. 9.1   EMERGENCY BYLAWS.

         Unless the articles of incorporation provide otherwise, the following
         provisions of this Article IX, ss. 9.1 "Emergency Bylaws" shall be
         effective during an emergency which is defined as when a quorum of the
         corporation's directors cannot be readily assembled because of some
         catastrophic event.

         During such emergency:

              (a)  Notice of Board Meetings

                   Any one member of the board of directors or any one of the
         following officers: president, any vice-president, secretary, or
         treasurer, may call a meeting of the board of directors. Notice of
         such meeting need be given only to those directors whom it is
         practicable to reach, and may be given in any practical manner,
         including by publication and radio. Such notice shall be given at
         least six hours prior to commencement of the meeting.

              (b)  Temporary Directors and Quorum

                   One or more officers of the corporation present at the
         emergency board meeting, as is necessary to achieve a

                                      26


         quorum, shall be considered to be directors for the meeting, and shall
         so serve in order of rank, and within the same rank, in order of
         seniority. In the event that less than a quorum (as determined by
         Article III ss. 3.6) of the directors are present (including any
         officers who are to serve as directors for the meeting), those
         directors present (including the officers serving as directors) shall
         constitute a quorum.

              (c)  Actions Permitted to be taken

                   The board may as constituted in paragraph (b), and after
         notice as set forth in paragraph (a):

                   (1)  Officers Powers

                        Prescribe emergency powers to any officer of the
                        corporation;

                   (2)  Delegation of any Power

                        Delegate to any officer or director, any of the powers
                        of the board of directors;

                   (3)  Lines of succession

                        Designate lines of succession of officers and agents,
                        in the event that any of them are unable to discharge
                        their duties;

                   (4)  Relocate principal place of business

                        Relocate the principal place of business, or designate
                        successive or simultaneous principal places of
                        business;

                   (5)  All Other Action

                        Take any other action, convenient, helpful, or
                        necessary to carry on the business of the corporation.


                             ARTICLE X. AMENDMENTS

SS. 10.1  AMENDMENTS.

         The corporation's board of directors may amend or repeal any of the
         corporation's bylaws unless:

         (1)  the articles of incorporation or the South Carolina Business
              Corporation Act of 1988 reserve this power exclusively to the
              shareholders in whole or part; or

                                      27


         (2)  the shareholders in adopting, amending, or repealing a particular
              bylaw provide expressly that the board of directors may not amend
              or repeal that bylaw; or

         (3)  the bylaw either establishes, amends, or deletes, a supermajority
              shareholder quorum or voting requirement (as defined inss.2.8 of
              Article II).

         Any amendment which changes the voting or quorum requirement for the
board must comply with Article III ss. 3.8, and for the shareholders, must
comply with Article II ss. 2.8.

         The corporation's shareholders may amend or repeal the corporation's
         bylaws even though the bylaws may also be amended or repealed by its
         board of directors. Any notice of a meeting of shareholders at which
         bylaws are to be adopted, amended, or repealed shall state that the
         purpose, or one of the purposes, of the meeting is to consider the
         adoption, amendment, or repeal of bylaws and contain or be accompanied
         by a copy or summary of the proposal.

                                      28

EX-3.141

                                                                      EX 3.141


                           ARTICLES OF INCORPORATION

                                      OF

                         REED-LALLIER CHEVROLET, INC.

         The undersigned, being of legal age, does hereby make and acknowledge
these Articles of Incorporation for the purpose of forming a business
corporation under and by virtue of the laws of the State of North Carolina.

                                   ARTICLE I

                                     NAME

         The name of the corporation is REED-LALLIER CHEVROLET, INC.

                                  ARTICLE II

                              PERIOD OF DURATION

         The period of duration of the corporation shall be perpetual.

                                  ARTICLE III

                                   PURPOSES

         The purposes for which the corporation is organized is to engage in
any lawful act or activity for which corporations may be organized under
Chapter 55 of the General Statutes of North Carolina.

                                  ARTICLE IV

                               AUTHORIZED SHARES

         The corporation  shall have the power to issue One Hundred  Thousand
[100,000] Shares with a par value of $1.00.


                                   ARTICLE V

                           CONSIDERATION FOR SHARES

         The minimum amount of consideration to be received by the corporation
for its shares before it shall commence business is One [$1.00] Dollar in cash
or property of equivalent value.

                                  ARTICLE VI

                          REGISTERED OFFICE AND AGENT

         The address of the initial registered office of the corporation in
North Carolina is 214 Mason Street, Fayetteville, Cumberland County, North
Carolina, 28302; and the name of the initial registered agent at such address
is ROBERT G. RAY.
                                  ARTICLE VII

                                   DIRECTORS

         The number of persons constituting the Board of Directors shall be
three, except that the initial Board of Directors may be fewer than three
until the issuance of shares, and except, also, that if and so long as all the
shares of the corporation are owned of record by either one or two
shareholders, the number of Directors may be fewer than three, but not fewer
than the number of shareholders. The name and address of the person who is to
serve as the initial Board of Directors until the first meeting of
shareholders, or until his successors are elected and qualified is:

         Name                                Address
      Gene Reed, Jr.        4001 Dorchester Road, Charleston, South
                            Carolina 29405


                                     -2-


                                 ARTICLE VIII

                                 INCORPORATOR

         The name and address of the incorporator is Robert G. Ray, Post
Office Box 1239, 214 Mason Street, Fayetteville, Cumberland County, North
Carolina 28302.

         IN WITNESS WHEREOF, I have hereunto set my hand and seal this 2nd day
of November, 1988.

                                       /s/ Robert G. Ray            (SEAL)
                                       -----------------------------
                                       ROBERT G. RAY


NORTH CAROLINA

CUMBERLAND COUNTY

         I, /s/ signature , a Notary Public for said County and State, do
hereby certify that ROBERT G. RAY personally appeared before me this day and
acknowledged the due execution of the foregoing Articles of Incorporation for
the purposes therein expressed.

         WITNESS my hand and Notarial Seal, this 2nd day of November, 1988.

                                         /s/ signature
                                         -------------------------
                                              Notary Public



My Commission Expires: 9-13-91


                                     -3-

EX-3.142

                                 B Y - L A W S

                                      of

                         REED-LALLIER CHEVROLET, INC.

                                   Article I

                                    OFFICES

Section 1.         Principal Office: The principal office of the Corporation
                   shall be located at 412 West Russell Street, Fayetteville,
                   North Carolina 28301.

Section 2.         Registered Office: The registered office of the Corporation
                   required by law to be maintained in the State of North
                   Carolina may be, but need not be, identical with the
                   principal office. Until otherwise changed, by the Board of
                   Directors, the registered office shall be 412 West Russell
                   Street, Fayetteville, North Carolina, 28301.

Section 3.         Other Offices: The Corporation may have offices
                   at such other places, either within or without the state of
                   North Carolina, as the Board of Directors may from time to
                   time determine, or as the affairs of the Corporation may
                   require.


                                  Article II

                           MEETINGS OF SHAREHOLDERS

Section 1.         Place of Meeting: All meetings of shareholders shall be
                   held at the principal office of the Corporation or at such
                   other place, within or without the State of North Carolina,
                   as shall be designated in the notice of the meeting or
                   agreed upon by a majority of the shareholders entitled to
                   vote thereat.

Section 2.         Annual Meetings: The annual meetings of the shareholders
                   shall be held on the first Monday during the month of March
                   of each year, for the purpose of electing directors of the
                   Corporation and for the transaction of such other business
                   as may be properly brought before the meeting.

Section 3.         Substitute Annual Meetings: If the annual meeting shall not
                   be held on the date designated by these by-laws, a
                   substitute annual meeting may be called in accordance with
                   the provisions of Section 4 of this Article. A meeting so
                   called shall be designated and treated for all purposes as
                   the annual meeting.

Section 4.         Special Meetings: Special meetings of the shareholders may
                   be called at any time by the President, Secretary or Board
                   of Directors of the Corporation, or by any shareholder
                   pursuant to the written consent of the holders of not less
                   than one-tenth of all the shares entitled to vote at the
                   meeting.



Section 5.         Notice of Meetings: Written or printed notice stating the
                   time and place of the meeting shall be delivered not less
                   than ten nor more than fifty days before the date thereof,
                   either personally or by mail, by or at the direction of the
                   President, the Secretary or other person calling the
                   meeting, to each shareholder of record entitled to vote at
                   such meeting.

                   In case of an annual or substitute annual meeting, the
                   notice of meeting need not specifically state the business
                   to be transacted thereat unless it is a matter, other than
                   election of directors, on which the vote of shareholders is
                   expressly required by the provisions of the North Carolina
                   Business Corporation Act. In case of a special meeting, the
                   notice of meeting shall not specifically state the purpose
                   or purposes for which the meeting is called.

                   When a meeting is adjourned for thirty days or more, notice
                   of the adjourned meeting shall be given as in the case of
                   an original meeting. When a meeting is adjourned for less
                   than thirty days in any one adjournment, it is not
                   necessary to give notice of the adjourned meeting other
                   than by announcement at the meeting at which the
                   adjournment is taken.

Section 6.         Voting Lists: At least ten days before each meeting of
                   shareholders, the Secretary of the Corporation shall prepare
                   an alphabetical list of the shareholders entitled to vote at
                   such meetings, with the address of and number of shares held
                   by each, which list shall be kept on file at the registered
                   office of the Corporation for a period of ten days prior to
                   such meeting, and shall be subject to inspection by any
                   shareholder at any time during the usual business hours.
                   This list shall be subject to inspection by any shareholder
                   during the whole time of the meeting.

Section 7.         Quorum: The holders of a majority of the shares entitled
                   to vote, represented in person or by proxy, shall constitute
                   a quorum at meetings of shareholders. If there is no quorum
                   at the opening of a meeting of shareholders, such meeting
                   may be adjourned from time to time by the vote of a majority
                   of the shares voting on the motion to adjourn; and, at any
                   adjourned meeting at which a quorum is present, any business
                   may be transacted which might have been transacted at the
                   original meeting.

                   The shareholders at a meeting at which a quorum is present,
                   may continue to do business until adjournment,
                   notwithstanding the withdrawal of enough shareholders to
                   leave less than a quorum.

Section 8.         Voting of Shares: Each outstanding share having voting
                   rights shall be entitled to one vote on each matter
                   submitted to a vote at a meeting of shareholders.

                   Except in the election of directors, the vote of a majority
                   of the shares voted on any matter at a meeting of
                   shareholders at which a quorum is present shall be the act
                   of the shareholders on that matter, unless the vote of a
                   greater number is required by law or by the charter or
                   by-laws of this Corporation.

                                     -2-



                   Voting on all matters except the election of directors
                   shall be by voice vote or by a show of hands unless the
                   holders of one-tenth of the shares represented at the
                   meeting shall, prior to the voting on any matter, demand a
                   ballot vote on that particular matter.

Section 9.         Informal Action by Shareholders: Any action which may be
                   taken at a meeting of the shareholders may be taken without
                   a meeting if a consent in writing, setting forth the action
                   so taken, shall be signed by all of the persons who would
                   be entitled to vote upon such action at a meeting, and
                   filed with the Secretary of the Corporation to be kept in
                   the Corporate Minute Book.

                                 Article III

                                  DIRECTORS

Section 1.         General Powers: The business and affairs of the corporation
                   shall be managed by the Board of Directors or by such
                   Executive Committees as the Board of Directors may
                   establish pursuant to these by-laws.

Section 2.         Number, Term and Qualification: The number of Directors of
                   the Corporation shall be three (3). Each director shall
                   hold office until his death, resignation, retirement,
                   removal, disqualification or his successor is elected and
                   qualifies. Directors need not be residents of the State of
                   North Carolina or shareholders of the Corporation.

Section 3.         Election of Directors: Except as provided in Section 6 of
                   this Article, the directors shall be elected at the annual
                   meeting of the shareholders, and those persons who receive
                   the highest number of votes shall be deemed to have been
                   elected. If any shareholder so demands, election of
                   Directors shall be by ballot.

Section 4.         Cumulative Voting: Every shareholder entitled to vote at
                   an election of Directors shall have the right to vote the
                   number of shares standing of record in his name for as many
                   persons as there are directors to be elected and for whose
                   election he has a right to vote, or to cumulate his vote by
                   giving one candidate as many votes as the number of such
                   directors multiplied by the number of his shares shall
                   equal, or by distributing such votes on the same principal
                   among any number of such candidates. This right of
                   cumulative voting shall not be exercised unless some
                   shareholder or proxy holder announces in open meeting,
                   before the voting for the Directors starts, his intention to
                   vote cumulatively and shall thereupon grant a recess of not
                   less than one nor more than four hours, as he shall
                   determine, or of such other period of time as if unanimously
                   then agreed upon.

Section 5.         Removal:  Directors may be removed from  office with or
                   without cause by a vote of shareholders holding a majority
                   of the shares entitled to vote at an election of Directors.
                   However, unless the entire Board is removed, an individual
                   director may not be removed if the number of shares voting
                   against the removal would be


                                     -3-



                   sufficient to elect a director if such shares were voted
                   cumulatively at an annual election. If any directors are so
                   removed, new directors may be elected at the same meeting.

Section 6.         Vacancies: A vacancy occurring in the Board of Directors
                   may be filled by a majority of the remaining directors,
                   though less than a quorum, or by the sole remaining
                   director; but a vacancy created by an increase in the
                   authorized number of Directors shall be filled only by
                   election at an annual meeting or at a special meeting of
                   shareholders called for that purpose. The shareholders may
                   elect a director at any time to fill any vacancy not filled
                   by the Directors.

Section 7.         Chairman: There may be a Chairman of the Board of Directors
                   elected by the director from their number at any meeting
                   of the Board. The Chairman shall preside at all
                   meetings of the Board of Directors and perform such other
                   duties as may be directed by the Board.

Section 8.         Compensation: The Board of Directors may compensate
                   directors for their services as such and may provide for
                   the payment of all expenses incurred by directors in
                   attending regular and special meetings of the Board.

Section 9.         Executive Committee: The Board of Directors may, by
                   resolution adopted by a majority of the number of
                   directors, fixed by these laws, designate two or more
                   directors to constitute an Executive Committee, which
                   committee to the extent provided in such resolution, shall
                   have and may exercise all of the authority of the Board of
                   Directors, in the management of the Corporation.

                                  Article IV

                             MEETINGS OF DIRECTORS

Section 1.         Regular Meetings: A regular meeting of the Board of
                   Directors shall be held immediately after, and at the same
                   place, as the annual meeting of shareholders. In addition,
                   the Board of Directors may provide, by resolution, the time
                   and place, either within or without the State of North
                   Carolina, for the holding of additional regular meetings.

Section 2.         Special Meetings: Special meetings of the Board of
                   Directors may be called by or at the request of the
                   President or any two Directors. Such meetings may be held
                   either within or without the State of North Carolina.

Section 3.         Notice of Meetings: Regular meetings of the Board of
                   Directors may be held without notice.

                   The person or persons calling a special meeting of the
                   Board of Directors shall, at least two days before the
                   meeting, give notice thereof by any usual means of
                   communication. Such notice need not specify the purpose for
                   which the meeting is called.

                                     -4-



                   Attendance by a Director at a meeting shall constitute a
                   waiver of notice of such meeting, except where a Director
                   attends a meeting for the express purpose of objecting to
                   the transaction of any business because the meeting is not
                   lawfully called.

Section 4.         Quorum: A majority of the Directors fixed by these by-laws
                   shall constitute a quorum for the transaction of business
                   at any meeting of the Board of Directors.

Section 5.         Manner of Acting: Except as otherwise provided in this
                   section, the act of the majority of the Directors present
                   at a meeting at which a quorum is present shall be the act
                   of the Board of Directors. The vote of a majority of the
                   number of directors fixed by these by-laws shall be
                   required to adopt a resolution constituting an Executive
                   Committee. The vote of a majority of the Directors then
                   holding office shall be required to adopt, amend or repeal
                   a by-law or to adopt a resolution dissolving the
                   Corporation without action by the shareholders. Vacancies
                   in the Board of Directors may be filled as provided in
                   Article 111, Section 6 of these by-laws.

Section 6.         Informal Action by Directors: Action taken by a majority of
                   the Directors without a meeting is nevertheless Board
                   action if written consent to the action in question is
                   signed by all the Directors and filed with the minutes of
                   the proceedings of the Board, whether done before or after
                   the action so taken.

                                  Article V

                                   OFFICERS

Section 1.         Number: The officers of the Corporation shall consist of a
                   President, a Secretary, a Treasurer and such
                   Vice-Presidents, Assistant Secretaries, Assistant
                   Treasurers and other officers as the Board of Directors may
                   from time to time elect. Any two or more offices may be
                   held by the same person.

Section 2.         Election and Term: The officers of the Corporation shall be
                   elected by the Board of Directors. Such elections may be
                   held at any regular or special meeting of the Board. Each
                   officer shall hold office until his death, resignation,
                   retirement, removal, disqualification, or his successor is
                   elected and qualifies.

Section 3.         Removal: Any officer or agent elected or appointed by the
                   Board of Directors may be removed by the Board with or
                   without cause, but such removal shall be without prejudice
                   to the contract rights, if any, of the person so removed.

Section 4.         Compensation: The compensation of all officers of the
                   Corporation shall be fixed by the Board of Directors.

                                     -5-




Section 5.         President: The President shall be the principal executive
                   officer of the Corporation, and subject to the control of
                   the Board of Directors, shall supervise and control the
                   management of the Corporation in accordance with these
                   by-laws.

                   He shall, when present, preside at all meetings of
                   shareholders. He shall sign, with other proper officer,
                   certificates for shares of the Corporation, any deeds,
                   mortgages, bonds, contracts, or other instruments which may
                   be lawfully executed on behalf of the Corporation, except
                   where required or permitted by law to be otherwise signed
                   and executed and except where the signing and execution
                   thereof shall be delegated by the Board of Directors to
                   some other officer or agent; and, in general, he shall
                   perform all duties incident to the office of the President
                   and such other duties as may be prescribed by the Board of
                   Directors from time to time.

Section 6.         Vice-President: The Vice-President in the order of their
                   election, unless otherwise determined by the Board of
                   Directors, shall in the absence or disability of the
                   President, perform the duties and exercise the powers of
                   that office. In addition, they shall perform such duties
                   and have such other powers as the Board of Directors shall
                   prescribe.

Section 7.         Secretary: The Secretary shall keep accurate records of
                   the acts and proceedings of all meetings of shareholders and
                   Directors. He shall give all notices required by law and by
                   these by-laws. He shall have general charge of all corporate
                   books and records and of the corporate seal, and he shall
                   affix the corporate seal to any lawfully executed instrument
                   requiring it. He shall then have general charge of the stock
                   transfer books of the Corporation and shall keep, at the
                   registered or principal office of the Corporation, a record
                   of shareholders showing the name and address of each
                   shareholder and the number and class of the shares held by
                   each. He shall then sign such instruments as may require his
                   signature, and, in general, shall perform all duties
                   incident to the office of Secretary and such other duties as
                   may be assigned him from time to time by the President or by
                   the Board of Directors.

Section 8.         Treasurer: The Treasurer shall have custody of all funds
                   and securities belonging to the Corporation and shall
                   receive, deposit, or disburse the same under the direction
                   of the Board of Directors. He shall keep full and accurate
                   accounts of the finances of the Corporation in books
                   especially provided for that purpose; and he shall cause a
                   true statement of its assets and liabilities as of the close
                   of each fiscal year and of the results of its operations and
                   of charges in surplus for each fiscal year all in reasonable
                   detail, including particulars as to convertible securities
                   then outstanding, to be made and filed at the registered or
                   principal office of the Corporation within four months after
                   the end of such fiscal year. The statement so filed shall be
                   kept available for inspection by any shareholder for a
                   period of ten years; and the Treasurer shall mail or
                   otherwise deliver a copy of the latest such statement to any
                   shareholder upon his written request therefor. The Treasurer
                   shall, in general, perform all duties incident to this
                   office and such other duties as

                                     -6-



                   may be assigned to him from time to time by the President
                   or by the Board of Directors.

Section 9.         Assistant Secretaries and Treasurers: The Assistant
                   Secretaries and Assistant Treasurers shall, in the absence
                   or disability of the Secretary or the Treasurer,
                   respectively, perform the duties and exercise the powers of
                   those offices, and they shall, in general, perform such
                   other duties as shall be assigned to them by the Secretary
                   or the Treasurer, respectively, or by the President or
                   Board of Directors.

Section 10.        Bonds: The Board of Directors may, by resolution, require
                   any or all officers, agents and employees of the
                   Corporation to give bond to the Corporation, with
                   sufficient sureties, conditioned on the faithful
                   performance of the duties of their respective offices or
                   position, and to comply with such other conditions as may
                   from time to time be required by the Board of Directors.

                                  Article VI

                         CONTRACTS, LOANS AND DEPOSITS

Section 1.         Contracts: The Board of Directors may authorize any officer
                   or officers, agent or agents, to enter into any contract or
                   execute and deliver any instrument on behalf of the
                   Corporation, and such authority may be general or confined
                   to specific instances.

Section 2.         Loans: No loans shall be contracted on behalf of the
                   Corporation, and no evidences of indebtedness shall be
                   issued in its name unless authorized by a resolution of the
                   Board of Directors. Such authority may be general or
                   confined to specific instances.

Section 3.         Checks and Drafts: All checks, drafts or other orders for
                   the payment of money issued in the name of the Corporation
                   shall be signed by such officer or officers, agent or
                   agents of the Corporation and in such manner as shall from
                   time to time be determined by resolution
                   of the Board of Directors.

Section 4.         Deposits: All funds of the Corporation not otherwise
                   employed shall be deposited from time to time to the credit
                   of the Corporation in such depositories as the Board of
                   Directors shall direct.

                                 Article VII

                    CERTIFICATES FOR SHARES: THEIR TRANSFER

Section 1.         Certificates for Shares: Certificates representing shares
                   of the Corporation shall be issued, in such form as the
                   Board of Directors shall determine, to every shareholder for
                   the fully paid shares owned by him. These certificates shall
                   be signed by the President or any Vice-President and the
                   Secretary, Assistant Secretary, Treasurer or Assistant
                   Treasurer. They shall be consecutively numbered

                                     -7-


                    or otherwise identified; and the name and address of the
                    persons to whom they are issued with the number of shares
                    and the date of issue, shall be entered on the stock
                    transfer books of the Corporation.

Section 2.          Transfer of Shares: Transfer of shares shall be made on the
                    stock transfer books of the Corporation only upon surrender
                    of the certificates for the shares sought to be transferred
                    by the record holder thereof, or by his duly authorized
                    agent, transferee or legal representative. All certificates
                    surrendered for transfer shall be cancelled before new
                    certificates for the transferred shares shall be issued.

Section 3.          Closing Transfer Books and Fixing Record Date: For the
                    purpose of determining shareholders entitled to notice of or
                    to vote at any meeting of shareholder or any adjournment
                    thereof, or entitled to receive payment of any dividend, or
                    in order to make a determination of shareholders for any
                    other proper purpose, the Board of Directors may provide
                    that the stock transfer books shall be closed for a stated
                    period but not to exceed, in any case, fifty days
                    immediately preceding such meeting.

                    In lieu of closing the stock transfer books, the Board of
                    Directors may fix in advance a date as the record date for
                    any such determination of shareholders, such record date in
                    any case to be not more than fifty days, and in case of a
                    meeting of shareholders, not less than ten days immediately
                    preceding the date on which the particular action,
                    requiring such determination of shareholders, is to be
                    taken.

                    If the stock transfer books are not closed and no record
                    date is fixed for the determination of shareholders
                    entitled to notice of or to vote at a meeting of
                    shareholders, or shareholders entitled to receive payment
                    of a dividend, the date on which notice of the meeting is
                    mailed or the date on which the resolution of the Board of
                    Directors declaring such dividend is adopted, as the case
                    may be shall be the record date for such determination of
                    shareholders.

Section 4.          Lost Certificates: The Board of Directors may authorize
                    the issuance of a new share certificate in place of a
                    certificate claimed to have been destroyed, upon receipt of
                    an affidavit of such fact from the person claiming the loss
                    or destruction. When authorizing such issuance of a new
                    certificate, the Board may require the claimant to give the
                    Corporation a bond in such sum as it may direct to
                    indemnify the Corporation against loss from any claim with
                    respect to the certificate claimed to have been lost or
                    destroyed; or the Board may, by resolution reciting that
                    the circumstances justify such action, authorize the
                    issuance of the new certificate without requiring such
                    a bond.

                                     -8-
 


                                 Article VIII

                                INDEMNIFICATION

Section 1.        Third Party Action: Under the circumstances prescribed in
                  Sections 3 and 4 of this Article, the corporation shall
                  indemnify and hold harmless any person who was or is a party
                  or is threatened to be made a party of any threatened,
                  pending or completed action, suit or proceeding, whether
                  civil, criminal, administrative or investigative (other than
                  an action by or in the right of the corporation) by reason
                  of the fact that he is or was a director, officer, employee
                  or agent of another corporation, or is or was serving at the
                  request of the corporation as a director, officer, employee
                  or agent of another corporation, partnership, joint venture,
                  trust or other enterprise, against expenses (including
                  attorney's fees), judgments, fines and amounts paid in
                  settlement actually and reasonably incurred by him in
                  connection with such action, suit or proceeding if he acted
                  in a manner he reasonably believed to be in or not opposed
                  to the best interests of the corporation, and, with respect
                  to any criminal action or proceeding, had no reasonable
                  cause to believe his conduct was unlawful. The termination
                  of any action, suit or proceeding by judgment, order,
                  settlement, conviction, or upon a plea of nolo contendere or
                  its equivalent, shall not, of itself, create a presumption
                  that the person did not act in a manner which he reasonably
                  believed to be in or nor opposed to the best interests of
                  the corporation, and with respect to any criminal action or
                  proceeding, had reasonable cause to believe that his conduct
                  was unlawful.

Section 2.        Corporate Action: Under the circumstances prescribed in
                  Sections 3 and 4 of this Article, the corporation shall
                  indemnify and hold harmless any person who was or is a party
                  or is threatened to be made a party to any threatened
                  pending or completed action or suit by or in the right of
                  the corporation to procure a judgment in its favor by reason
                  of the fact that he is or was a director, officer, employee
                  or agent of the corporation, or is or was serving at the
                  request of the corporation as director, officer, employee or
                  agent of the corporation, partnership, joint venture, trust
                  or other enterprise, against expenses (including attorney's
                  fees) actually and reasonably incurred by him in connection
                  with the defense or settlement of such action or suit, if he
                  acted in good faith and in a manner he reasonably believed
                  to be in or not opposed to the best interests of the
                  corporation; except that no indemnification shall be made in
                  respect of any claim, issue or matter as to which such
                  person shall have been adjudged to be liable for negligence
                  or misconduct in the performance of his duty to the
                  corporation, unless and only to the extent that the court in
                  which such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability but
                  in view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to the indemnity for such
                  expenses which the court shall deem proper.

Section 3.        Merits of the Action: To the extent that a director,
                  officer, employee or agent of a corporation has been
                  successful on the merits or otherwise in defense of any



                                     -9-


                  action, suit or proceeding referred to in Sections 1 and 2
                  of this Article, or in defense of any claim, issue or
                  matter therein, he shall be indemnified against expenses
                  (including attorney's fees) actually and reasonably
                  incurred by him in connection therewith.

Section 4.        Case by Case Determination: Except as provided in Section
                  3 of this Article and except as may be ordered by a court,
                  any indemnification under Sections 1 and 2 of this Article
                  shall be made by the corporation only as authorized in the
                  specific case upon a determination that indemnification of
                  the director, officer, employee or agent is proper in the
                  circumstances because he has met the applicable standard of
                  conduct set forth in Sections 1 and 2. Such determination
                  shall be made (1) by the Board of Directors by a majority
                  vote of a quorum consisting of directors who were not
                  parties to such action, suit or proceeding, or (2) if such a
                  quorum is not obtainable, or even if obtainable, if a quorum
                  of disinterested directors so directs, by the firm of
                  independent legal counsel then employed by the corporation,
                  in a written opinion.

Section 5.        Expenses of Litigation: Expenses incurred in defending a
                  civil or criminal action, suit or proceeding may be paid by
                  the Corporation in advance of the final disposition of such
                  action, suit or proceeding as authorized by the Board of
                  Directors in the specific case upon receipt of an
                  undertaking by or on behalf of the director, officer,
                  employee or agent to repay such amount unless it shall
                  ultimately be determined that he is entitled to be
                  indemnified by the corporation as authorized in this
                  Article.

Section 6.        Other Rights: The indemnification by this Article shall not
                  be deemed exclusive of any other right to which the persons
                  indemnified hereunder shall be entitled and shall inure to
                  the benefit of the heirs, executors or administrators of
                  such persons.

Section 7.        Insurance: The corporation may purchase and maintain
                  insurance on behalf of any person who is or was a director,
                  officer, employee or agent of the corporation, or is or was
                  serving at the request of the corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise,
                  against any liability asserted against him and incurred by
                  him in any such capacity, or arising out of his status as
                  such, whether or not the corporation would have the power to
                  indemnify against such liability under the provisions of
                  this Article.

Section 8.        Shareholder Notification: If any expenses or other
                  amounts are paid by way of indemnification, otherwise than
                  by court order or by an insurance carrier pursuant to
                  insurance maintained by the corporation, the corporation
                  shall, not later than the next annual meeting to the
                  shareholders, unless such meeting is held within three
                  months from the date of such payment, and, in any event,
                  within fifteen months from the date of such payment, sent by
                  first class mail to its shareholders of record at the time
                  entitled to vote for the election of directors. a statement
                  specifying the

                                     -10-

                   persons paid, the amounts paid, and the nature and status
                   at the time of such payment of the litigation or threatened
                   litigation.

                                  Article IX

                              GENERAL PROVISIONS

Section 1.         Dividends: The Board of Directors may from time to time
                   declare, and the Corporation may pay, dividends on its
                   outstanding shares in the manner and upon the terms and
                   conditions provided by law and by its charter.

Section 2.         Seal: The corporate seal of the Corporation shall consist
                   of two concentric circles between which is the name of the
                   Corporation and in the center of which is inscribed SEAL:
                   and such seal, as impressed on the margin hereof, is hereby
                   adopted as the corporate seal of the Corporation.

Section 3.         Waiver of Notice: Whenever any notice is required to be
                   given to any shareholder or director under the provisions
                   of the North Carolina Business Corporation Act or under the
                   provisions of the charter or by-laws of this Corporation, a
                   waiver thereof in writing signed by the person or persons
                   entitled to such notice whether before or after the time
                   stated therein, shall be equivalent to the giving of such
                   notice.

Section 4.         Fiscal Year: Unless otherwise ordered by the Board of
                   Directors, the fiscal year of the Corporation shall be
                   December 31 of the calendar year.

Section 5.         Amendments: Except as otherwise provided herein, these
                   by-laws may be amended or repealed and new by-laws may be
                   adopted by the affirmative vote of a majority of the
                   directors then holding office at any regular or special
                   meeting of the Board of Directors.

                   The Board of Directors shall have no power to adopt a
                   by-law:

                   (1)    requiring more than a majority of the voting shares
                          for a quorum at a meeting of shareholders or more
                          than a majority of the votes cast to constitute
                          action by the shareholders, except where higher
                          percentages are required by law;
                   (2)    providing for the management of the Corporation
                          otherwise than by the Board of Directors or its
                          Executive Committee;
                   (3)    increasing or decreasing the number of directors;
                   (4)    classifying and staggering the election of directors;
                          and
                   (5)    affecting the authority of the shareholders to elect
                          directors.

                   No by-laws required to be adopted or amended by the
                   shareholders shall be altered or repealed by the Board of
                   Directors.

EX-3.143

                          CERTIFICATE OF INCORPORATION
                                       OF
                              UAG ATLANTA VI, INC.

         FIRST: The name of the corporation is UAG Atlanta VI, Inc.

         SECOND: The address of the corporation's registered office in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the corporation's registered agent at such address is
Corporation Service Company.

         THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.

         FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.

         FIFTH: The business and affairs of the corporation shall be managed by
or under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the by-laws of the corporation.

         SIXTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.

         SEVENTH: 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 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 provision shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

         EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights herein
conferred are granted subject to this reservation.

         NINTH: The incorporator is David G. Thunhorst, Esq. whose mailing
address is 2700 International Tower, Peachtree Center, 229 Peachtree Street,
N.E., Atlanta, Georgia 30303, County of Fulton.

         I, the Undersigned, being the incorporator, for the purpose of forming
a corporation under the laws of the State of Delaware, do make, file and record
this Certificate of Incorporation and, accordingly, have hereto set my hand
this 16th day of June, 1997.


                                                 ------------------------------
                                                 David G. Thunhorst

                                      -2-

EX-3.145

                           ARTICLES OF INCORPORATION
                                      OF
                             POPE JEEP-EAGLE, INC.


                                   ARTICLE I

         The name of the Corporation is: POPE JEEP-EAGLE, INC.

                                  ARTICLE II

         The Corporation is organized pursuant to the provisions of the Georgia
Business Corporation Code.

                                  ARTICLE III

         The Corporation shall have perpetual duration.

                                  ARTICLE IV

         The Corporation is organized as a corporation for profit and may
engage in any lawful activity and have any purpose not specifically prohibited
to corporations under the applicable laws of the State of Georgia and shall be
authorized to carry on any lawful business and to take any lawful actions
necessary in connection therewith or incident thereto.

                                   ARTICLE V

         The Corporation shall have authority, to be exercised by its Board of
Directors, to issue 10,000 shares of voting Common Stock of the par value of
$1.00 per share. The Corporation may purchase its own shares out of
unrestricted and unreserved earned surplus and capital surplus available
therefor and otherwise as provided by law. The Board of Directors of the
Corporation may, from time to time, and in its discretion, distribute to its
shareholders out of the capital surplus of the Corporation a 




portion of its assets, in cash or property. Shareholders of the Corporation
shall not have any pre-emptive right to acquire unissued shares of the
Corporation.

                                  ARTICLE VI

         The Corporation shall not commence business until it shall have
received at least Five Hundred Dollars ($500.00) in payment for the issuance of
shares of stock.

                                  ARTICLE VII

         The initial registered office of the Corporation shall be at 1360
Peachtree Street, N.E., Two Midtown Plaza, Suite 1500, Atlanta, Georgia
30309-3209. The initial registered agent of the Corporation shall be Charles D.
Ganz.

                                 ARTICLE VIII

         The initial Board of Directors shall consist of three members, whose
names and address are:

                        G. Richard Pope
                        6130 Memorial Drive
                        Stone Mountain, Georgia 30083

                        Neal Q. Pope
                        4420 Buford Highway
                        Atlanta, Georgia 30341

                        James A. Pope
                        4420 Buford Highway
                        Atlanta, Georgia 30341

                                  ARTICLE IX

         Directors of the Corporation shall have no personal liability for
monetary damages to the Corporation or to its shareholders for breach of duty
of care or any other duty as a director, except (i) for any appropriation, in
violation of his duties, of any business opportunity of the Corporation, (ii)
for


                                      -2-


acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) for the types of liability set forth in
Section 14-2-154 of the Georgia Business Corporation Code, or (iv) for any
transaction from which the director derives an improper personal benefit.

                                   ARTICLE X

         Any action required by the Georgia Business Corporation Code to be
taken at a meeting of the shareholders of the Corporation or which may be taken
at a meeting of the shareholders may be taken without a meeting if written
consent, setting forth the action so taken, is signed by persons who would be
entitled to vote at a meeting those shares having voting power to cast not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shareholders entitled to vote were
present and voted.

                                  ARTICLE XI

         The name and address of the incorporator is G. Richard Pope, 6130
Memorial Drive, Stone Mountain, Georgia 30083.



                                      -3-



         IN WITNESS WHEREOF, the undersigned has executed these Articles of
Incorporation, this 13th day of October, 1987.


                                    /s/ Diana J. P. McKenzie
                                    -------------------------------------------
                                    Diana J. P. McKenzie,
                                    Attorney for Incorporator
                                    WILDMAN, HARROLD, ALLEN, DIXON & BRANCH
                                    15th Floor - Two Midtown Plaza
                                    1360 Peachtree Street, N.E.
                                    Atlanta, Georgia  30309-3209






                    CONSENT TO SERVE AS A REGISTERED AGENT


         The undersigned hereby consents to serve as Registered Agent for POPE
JEEP-EAGLE, INC. until further notice shall be given to the Secretary of State
of Georgia.

Dated:   October 12, 1987

                                    /s/ Charles D. Ganz
                                    ------------------------------------------
                                    Charles D. Ganz

                                    Address:
                                    WILDMAN, HARROLD, ALLEN, DIXON & BRANCH
                                    1360 Peachtree Street, N.E.
                                    Two Midtown Plaza
                                    Suite 1500
                                    Atlanta, Georgia 30309-3209

EX-3.146

                                   BY-LAWS OF
                        STONE MOUNTAIN JEEP-EAGLE, INC.



                               TABLE OF CONTENTS
                                                                          Page
                                                                          ----

ARTICLE 1.  OFFICES..........................................................1
      Section 1.1.  Registered Office........................................1
      Section 1.2.  Other Offices............................................1

ARTICLE 2.  MEETINGS OF SHAREHOLDERS.........................................1
      Section 2.1.  Location of Meetings.....................................1
      Section 2.2.  Annual Meetings..........................................1
      Section 2.3.  Special Meeting..........................................1
      Section 2.4.  Notice of Meetings.......................................1
      Section 2.5.  Business of Meetings.....................................2
      Section 2.6.  Quorum...................................................2
      Section 2.7.  Majority.................................................2
      Section 2.8.  Voting...................................................2
      Section 2.9.  Action by Consent........................................2

ARTICLE 3.  DIRECTORS........................................................3
      Section 3.1.  Number; Election.........................................3
      Section 3.2.  Vacancies................................................3
      Section 3.3.  Powers...................................................3
      Section 3.4.  Compensation of Directors................................3

ARTICLE 4.  MEETINGS OF THE BOARD OF DIRECTORS...............................3
      Section 4.1.  Location of Meetings.....................................3
      Section 4.2.  First Meeting of New Board...............................4
      Section 4.3.  Regular Meetings.........................................4
      Section 4.4.  Special Meetings.........................................4
      Section 4.5.  Notice of Meetings.......................................4
      Section 4.6.  Quorum...................................................4
      Section 4.7.  Majority.................................................4
      Section 4.8.  Action by Consent........................................4

ARTICLE 5.  COMMITTEES.......................................................5
      Section 5.1.  Election.................................................5
      Section 5.2.  Minutes..................................................5

ARTICLE 6.  NOTICES..........................................................5
      Section 6.1.  Required Notices.........................................5
      Section 6.2.  Waiver of Notice.........................................5

ARTICLE 7.  OFFICERS.........................................................6
      Section 7.1.  Officers; Election; Term.................................6
      Section 7.2.  Additional Officers and Agents...........................6
      Section 7.3.  Salaries.................................................6
      Section 7.4.  Removal; Vacancies.......................................6
      Section 7.5.  Chairman of the Board; President and Vice President......6
      Section 7.6.  Secretary and Assistant Secretary........................7
      Section 7.7.  Treasurer and Assistant Treasurer........................7



ARTICLE 8.  CERTIFICATES FOR SHARES..........................................7
      Section 8.1.  Form of Certificates.....................................7
      Section 8.2.  Facsimile Signatures.....................................8
      Section 8.3.  Lost Certificates........................................8
      Section 8.4.  Transfers of Shares......................................8
      Section 8.5.  Closing of Transfer Books................................8
      Section 8.6.  Registered Shareholders..................................9
      Section 8.7.  List of Shareholders.....................................9

ARTICLE 9.  INDEMNIFICATION.................................................10
      Section 9.1.  Indemnification -- Action Other Than By or In the
                      Right of the Corporation..............................10
      Section 9.2.  Indemnification -- Action By or In the Right
                      of the Corporation....................................10
      Section 9.3.  Defense Expenses........................................11
      Section 9.4.  Determination...........................................11
      Section 9.5.  Expenses................................................11
      Section 9.6.  Not Exclusive of Other Rights...........................11
      Section 9.7.  Continuation of Indemnification.........................12
      Section 9.8.  Designation of Counsel..................................12
      Section 9.9.  Insurance...............................................12
      Section 9.10.  Notification to Shareholders...........................12

ARTICLE 10.  GENERAL PROVISIONS.............................................12
      Section 10.1.  Dividends..............................................12
      Section 10.2.  Checks.................................................13
      Section 10.3.  Fiscal Year............................................13
      Section 10.4.  Seal...................................................13
      Section 10.5.  Books and Records......................................13
      Section 10.6.  By-Law Amendments......................................13

                                     -ii-


                                    BY-LAWS
                                       OF
                        STONE MOUNTAIN JEEP-EAGLE, INC.
                              (the "Corporation")

                                   ARTICLE 1.
                                    OFFICES

         Section 1.1. Registered Office. The Corporation shall have a
registered agent and a registered office in Georgia as initially set forth in
the Corporation's Articles of Incorporation and as the board of directors may
from time to time determine.

         Section 1.2. Other Offices. The Corporation may also have offices at
such other places both within and without the State of Georgia as the board of
directors may from time to time determine or the business of the Corporation
may make appropriate.

                                   ARTICLE 2.
                            MEETINGS OF SHAREHOLDERS

         Section 2.1. Location of Meetings. All meetings of shareholders shall
be held at such place within or without the State of Georgia as may be from
time to time fixed by the board of directors or as shall be stated in the
notice of the meeting or in a duly executed waiver of notice thereof or at the
Corporation's registered office if not so fixed or stated.

         Section 2.2. Annual Meetings. A meeting of shareholders of the
Corporation shall be held annually. The annual meeting shall be held on such
date as the board of directors shall determine from time to time and as shall
be specified in the notice of the meeting.

         Section 2.3. Special Meeting. Special meetings of shareholders may be
called for any purpose or purposes by the president, the board of directors, or
the holders of 25 percent of the outstanding voting stock of the Corporation.

         Section 2.4. Notice of Meetings. Written notice of a meeting stating
the place, day and hour of the meeting and, in the case of a special meeting,
the purpose or purposes for which the meeting is called, shall be delivered not
less than 10 nor more than 60 days before the date of the meeting in accordance
with Article 6. Notice of any special meeting of shareholders shall state the
purpose or purposes for which the meeting is called. Notice of any meeting at
which amendments to or restatements of the Articles of Incorporation, a merger
of the Corporation, a share exchange, or the disposition of corporate



assets requiring shareholder approval are to be considered, shall state such
purpose, and further comply with all requirements of law.

         Section 2.5. Business of Meetings. At an annual meeting of
shareholders, any matter relating to the affairs of the Corporation may be
brought up for action, unless the matter is subject to further notice
requirements provided by law. No matter that was not stated in the notice of
special meeting of shareholders shall be brought up for action at such a
special meeting.

         Section 2.6. Quorum. The holders of a majority of the shares of stock
issued and outstanding and entitled to vote, present in person or by proxy,
shall constitute a quorum at all meetings of shareholders for the transaction
of business except as otherwise provided by law or by the Articles of
Incorporation. If a quorum shall not be present, the shareholders present, in
person or by proxy, shall have power to adjourn the meeting from time to time,
without notice other than announcement at the meeting, until a quorum shall be
present. At such reconvened meeting, any business may be transacted which might
have been transacted at the adjourned meeting.

         Section 2.7. Majority. If a quorum is present, the affirmative vote of
a majority of the shares of stock represented at the meeting shall be the act
of the shareholders, except that a unanimous vote of the issued and outstanding
shares of voting capital stock shall be required to approve matters at a
special meeting of shareholders with respect to which matters no notice had
been given in the notice of such special meeting.

         Section 2.8. Voting. Each outstanding share of stock having voting
power shall be entitled to one vote on each matter submitted to a vote at a
meeting of shareholders. A shareholder may vote either in person or by a proxy
executed in writing by the shareholder or by his duly authorized
attorney-in-fact. In all elections for directors, every shareholder entitled to
vote shall have the right to vote, in person or by proxy, the number of shares
of stock owned by him for as many persons as there are directors to be elected
and for whose election he has the right to vote, but shareholders may not
cumulate their votes.

         Section 2.9. Action by Consent. Any action required or permitted to be
taken at a meeting of shareholders may be taken without a meeting if a consent
in writing, setting forth the action so taken, is signed by persons who would
be entitled to vote at a meeting those shares having voting power to cast not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shareholders entitled to vote were
present and voted, and any further requirements of law pertaining to such
consents have been complied with.

                                      -2-


                                   ARTICLE 3.
                                   DIRECTORS

         Section 3.1. Number; Election. The shareholders shall fix by
resolution the number of members of the Board of Directors. Directors must be
over age eighteen, but need not be residents of the State of Georgia or
shareholders of the Corporation. The directors, other than the first board of
directors, shall be elected at the annual meeting of shareholders, and each
director elected shall serve until the next succeeding annual meeting and until
his successor shall have been elected and qualified or until his earlier
resignation, removal from office, or death. The first board of directors shall
hold office until the first annual meeting of shareholders.

         Section 3.2. Vacancies. Any vacancy occurring in the board of
directors may be filled by the affirmative vote of a majority of the remaining
directors even though the remaining directors may constitute less than a quorum
of the board of directors. If there shall be only one director and such
director shall resign, he may elect a new director, who shall take office
immediately upon the effectiveness of such resignation. A director elected to
fill a vacancy shall be elected for the unexpired portion of the term of his
predecessor in office. Any directorship to be filled by reason of an increase
in the number of directors may be filled by the affirmative vote of a majority
of the remaining directors present at a meeting even though less than a quorum
of the board of directors is present. A director elected to fill a newly
created directorship shall serve until the next election of directors by the
shareholders and the election and qualification of his successor.

         Section 3.3. Powers. The business and affairs of the Corporation shall
be managed by its board of directors which may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by law or by the
Articles of Incorporation or these by-laws directed or required to be exercised
or done by the shareholders.

         Section 3.4. Compensation of Directors. The board of directors, by the
affirmative vote of a majority of the directors then in office, and
irrespective of any personal interest of any of its members, shall have
authority to establish reasonable compensation of directors for services to the
Corporation as directors, officers or otherwise.

                                   ARTICLE 4.
                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.1. Location of Meetings. Meetings of the board of directors,
regular or special, may be held either within or without the State of Georgia.
Directors may attend and participate in meetings either in person or by means
of conference telephones or similar communications equipment by

                                      -3-


means of which all persons participating in the meeting can hear each other,
and participation in a meeting by means of such communications equipments shall
constitute presence in person at any meeting.

         Section 4.2. First Meeting of New Board. The first meeting of each
newly elected board of directors shall be held immediately following the annual
meeting of shareholders at the place where such annual meeting is held. Such
meeting shall be designated as the annual meeting of the board of directors,
and no notice of such meeting shall be necessary to the newly elected directors
in order legally to constitute the meeting, provided a quorum shall be present.
Alternatively, the new board of directors may convene at such place and time as
shall be fixed by the consent in writing of all its members.

         Section 4.3. Regular Meetings. Regular meetings of the board of
directors may be held with such frequency and at such time and at such place as
shall from time to time be determined by the board. If the board has so fixed
the frequency, time and place of regular meetings, no notice thereof shall be
necessary.

         Section 4.4. Special Meetings. Special meetings of the board of
directors may be called by the president or by any director on two days' notice
of the date, time and place of the meeting to each director in accordance with
Article 6.

         Section 4.5. Notice of Meetings. Notice of a meeting need not be given
to any director who signs a waiver of notice either before or after the meeting
or who attends the meeting without protesting, prior thereto or at its
commencement, the lack of notice thereof. Neither the business to be transacted
at, nor the purpose of, any regular or special meeting of the board of
directors need be specified in the notice or waiver of notice of such meeting.

         Section 4.6. Quorum. A majority of the directors shall constitute a
quorum for the transaction of business unless a greater number is required by
law or by the Articles of Incorporation. If a quorum shall not be present at
any meeting of directors, the directors present may adjourn the meeting from
time to time until a quorum shall be present, without notice of the time and
place that the meeting will be reconvened other than announcement at the
adjourned meeting.

         Section 4.7. Majority. The act of a majority of the directors present
at the meeting at which a quorum is present shall be the act of the board of
directors, unless the act of a greater number is required by law or by the
Articles of Incorporation.

         Section 4.8. Action by Consent. Any action required or permitted to be
taken at a meeting of directors or of a committee thereof may be taken without
a meeting if a consent in writing,

                                      -4-


setting forth the action so taken, is signed by all directors or all members of
the committee, as the case may be, entitled to vote with respect to the subject
matter thereof. Such consent shall be filed with the minutes of the proceedings
of the board or the committee.

                                   ARTICLE 5.
                                   COMMITTEES

         Section 5.1. Election. In the event that the number of directors of
the Corporation shall be in excess of two, the board of directors, by
resolution adopted by a majority of the full board, may designate from among
its members an executive committee, and one or more other committees, each
consisting of two or more directors and each of which, to the extent provided
in the resolution establishing such committee, shall have and may exercise all
authority of the board of directors in the management of the Corporation,
except as otherwise required by law. Vacancies in the membership of the
committee shall be filled by a majority vote of the full board of directors.

         Section 5.2. Minutes. Each such committee shall keep regular minutes
of its proceedings and report the same to the board when required.

                                   ARTICLE 6.
                                    NOTICES

         Section 6.1. Required Notices. Whenever under the provisions of
applicable law, the Articles of Incorporation or these by-laws any notice is
required to be given to any director or shareholder, such notice shall be given
in writing and delivered either personally or by first class mail or telegram,
addressed to such director or shareholder at his address as it appears on the
records of the Corporation. If mailed, such notice shall be deemed to be
delivered two business days after it was deposited in the United States mail
with first class postage prepaid. Notices given by any other means shall be
deemed delivered when received by the addressee.

         Section 6.2. Waiver of Notice. Whenever under the provisions of
applicable law, the Articles of Incorporation or these by-laws, any notice is
required to be given to any director or shareholder, a written waiver thereof
signed by the person or persons entitled to such notice, either before or after
the time stated therein, shall be deemed the equivalent to the giving of such
notice; provided, however, that if one of the purposes of the meeting is the
consideration of a plan of merger or share exchange, a sale of assets or any
other purpose for which the law provides further requirements, the waiver shall
comply with the further requirements of law concerning such waivers.

                                      -5-


                                   ARTICLE 7.
                                    OFFICERS

         Section 7.1. Officers; Election; Term. The officers of the Corporation
shall be chosen by the board of directors and shall be a president, treasurer
and secretary. Any person may hold more than one office. Officers shall be
elected at the first meeting of the board of directors following the annual
meeting of shareholders and shall hold office until their respective successors
have been elected and shall have qualified, and if the board of directors shall
fail in and year or years to meet and elect officers, the officers last elected
shall continue to hold office. No officer need be a member of the board of
directors.

      Section 7.2. Additional Officers and Agents. The board of directors may
appoint such other officers, including a chairman of the board, vice
presidents, assistant secretaries, assistant treasurers, and agents as it shall
deem necessary. Such officers and agents shall hold their respective offices
for such terms and shall exercise such powers and perform such duties as shall
be determined from time to time by the board of directors.

         Section 7.3. Salaries. The salaries of all officers of the Corporation
shall be fixed by the board of directors.

         Section 7.4. Removal; Vacancies. Any officer or agent may be removed
by the board of directors at any time with or without cause by the affirmative
vote of a majority of the board of directors. Officers and agents otherwise
elected or appointed may be removed in accordance with Georgia law. Any vacancy
occurring in any office of the Corporation may be filled by the board of
directors.

         Section 7.5. Chairman of the Board; President and Vice President. The
president or, if there shall be one, the chairman of the board, shall be the
chief executive officer of the Corporation, shall preside at all meetings of
shareholders and the board of directors, shall have general and active
management of the business of the Corporation and shall see that all orders and
resolutions of the board of directors are carried into effect. The president
shall have the authority and power to execute on behalf of the Corporation
bonds, mortgages, notes, contracts, leases and other documents and instruments
(whether or not requiring the seal of the Corporation) except where such
documents or instruments are required by law to be otherwise signed and
executed and except where the signing and execution thereof shall be expressly
delegated by the board of directors to some other officer or agent of the
Corporation. Any vice president, or vice presidents in the order determined by
the board of directors shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president. Each vice
president shall perform such other duties and have such other powers as the
board of directors may from time to time prescribe.

                                      -6-


         Section 7.6. Secretary and Assistant Secretary. The secretary shall
attend all meetings of shareholders and the board of directors and shall record
the proceedings of such meetings in books to be kept for that purpose and shall
perform like duties for the committee of directors when required. He shall
give, or cause to be given, notice of all meetings of shareholders and shall
perform such duties as may be prescribed by the board of directors or the
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the Corporation, and he shall have authority to affix it to
any instrument requiring it, and when so affixed it may be attested by his
signature. The assistant secretary, or if there be more than one, the assistant
secretaries in the order determined by the board of directors, shall, in the
absence or disability of the secretary, perform the duties and exercise the
powers (including affixation of the Corporate Seal) of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.

         Section 7.7. Treasurer and Assistant Treasurer. The treasurer shall
have the custody of the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the
Corporation and shall deposit all moneys and other valuable effects in the name
and to the credit of the Corporation in such depositories as may be designated
by the board of directors. He shall disburse the funds of the Corporation as
may be ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
Corporation. If required by the board of directors, he shall give the
Corporation a bond in such sum with surety or sureties as shall be satisfactory
to the board of directors for the faithful performance of the duties of his
office and for the restoration to the Corporation, in case of his death,
resignation, retirement or removal from office, of all books, papers, vouchers,
money and other property of whatever kind in his possession or under his
control belonging to the Corporation. The assistant treasurer, or, if there
shall be more than one, the assistant treasurers, in the order determined by
the board of directors, shall, in the absence or disability of the treasurer,
perform the duties and exercise the power of the treasurer and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                   ARTICLE 8.
                            CERTIFICATES FOR SHARES

         Section 8.1. Form of Certificates. The shares of stock of the
Corporation shall be represented by certificates signed by the president or a
vice president and by the secretary or an assistant secretary and shall be
sealed with the seal of the Corporation or a facsimile thereof.

                                      -7-


         When the Corporation issues shares which are subordinate to authorized
shares of any other class or series with respect to dividends or amounts
payable on liquidation, certificates representing such subordinate shares shall
contain upon their face or back a clear and concise statement to that effect.

         When the Corporation is authorized to issue shares of more than one
class there shall be set forth or fairly summarized upon the face or back of
the certificate, or the certificate shall have a statement that the Corporation
will furnish to any shareholder upon request and without charge, a full
statement of the designation, preferences, limitations and relative rights of
the shares of each class authorized to be issued and, if the Corporation is
authorized to issue any preferred or special class in series, the variations in
the relative rights and preferences between the shares of each such series so
far as the same have been fixed and determined and the authority of the board
of directors or shareholders to fix and determine the relative rights and
preferences of subsequent series.

         Section 8.2. Facsimile Signatures. The signatures of the Corporation
upon a certificate may be facsimiles if the certificate is countersigned by a
transfer agent, or registered by a registrar, other than the Corporation itself
or an employee of the Corporation. If any officer who has signed a certificate
or whose facsimile signature has been placed upon such certificate shall have
ceased to be an officer before such certificate is issued, such certificate may
nevertheless be issued by the Corporation with the same effect as if he were
such officer at the date of its issue.

         Section 8.3. Lost Certificates. The board of directors may direct that
a new certificate be issued in place of any certificate theretofore issued by
the Corporation which is alleged to have been lost or destroyed. When
authorizing the issuance of a new certificate, the board of directors, in its
discretion and as a condition precedent to the issuance thereof, may prescribe
such terms and conditions as it deems expedient, and may require such
indemnities as it deems adequate, to protect the Corporation from any claim
that may be made against it with respect to any such certificate alleged to
have been lost or destroyed.

         Section 8.4. Transfers of Shares. Upon surrender to the Corporation or
the transfer agent of the Corporation of a certificate representing shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, a new certificate shall be issued to the person entitled
thereto, the old certificate shall be cancelled and the transaction shall be
recorded upon the books of the Corporation.

         Section 8.5. Closing of Transfer Books. In order to determine the
Corporation's shareholders (i) entitled to notice of or to vote at any meeting
of shareholders or any adjournment

                                      -8-


thereof, (ii) entitled to receive payment of any dividend or (iii) for any
other proper purpose, the board of directors may provide that the stock
transfer books shall be closed for a stated period not to exceed fifty days. If
the stock transfer books shall be closed for the purpose of determining
shareholders entitled to notice of or to vote at a meeting of shareholders,
such books shall be closed for at least ten days immediately preceding such
meeting. In lieu of closing the stock transfer books, the board of directors
may fix in advance a date as the record date for any such determination of
shareholders, such date to be not more than fifty days and, in case of a
meeting of shareholders, not less than ten days prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken. If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the board of directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof, unless the board of
directors fixes a new record date for the adjourned meeting.

         Section 8.6. Registered Shareholders. The Corporation shall be
entitled to recognize the person registered on its books as the owner of shares
for the purposes of determining who shall (i) have the right to receive
dividends declared with respect to such shares, or vote such shares, and (ii)
be held liable for calls and assessments. Except as otherwise provided by law,
the Corporation shall not be bound to recognize any equitable or other claim to
or interest in such shares on the part of any other person, whether or not it
shall have express or other notice thereof.

         Section 8.7. List of Shareholders. The officer or agent having charge
of the stock books and records of the Corporation shall make a complete list of
the shareholders entitled to vote at a meeting of shareholders or any
adjournment thereof. Such list shall be arranged in alphabetical order and
shall contain the address of each shareholder and the number of shares, and
class and series, if any, of shares held by each such shareholder. Such list
shall be produced and kept open at the time and place of the meeting and shall
be subject to inspection by any shareholder immediately prior to and during the
meeting. Such list shall be prima facie evidence of who is a shareholder of
record.

                                      -9-


                                   ARTICLE 9.
                                INDEMNIFICATION

         Section 9.1. Indemnification -- Action Other Than By or In the Right
of the Corporation. Under the circumstances prescribed in Sections 3 and 4 of
this Article, the Corporation shall indemnify and hold harmless any person who
is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in a manner he reasonably believed to be
in or not opposed to the best interest of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in a manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 9.2. Indemnification -- Action By or In the Right of the
Corporation. Under the circumstances prescribed in Sections 3 and 4 of this
Article, the Corporation shall indemnify and hold harmless any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Corporation; except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Corporation, unless and only to the
extent that the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

                                     -10-


         Section 9.3. Defense Expenses. To the extent that a director, officer,
employee or agent of the Corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Sections
1 and 2 of this Article, or in defense of any claim, issue or matter therein,
he shall be indemnified against expense (including attorneys' fees) actually
and reasonably incurred by him in connection therewith.

         Section 9.4. Determination. Except as provided in Section 3 of this
Article and except as may be ordered by a court, any indemnification under
Sections 1 and 2 of this Article, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in Sections 1 and 2.
Such determination shall be made (a) by the board of directors by a majority
vote of a quorum consisting of members who were not parties to such action,
suit or proceeding, (b) if a quorum is not obtainable, or even if obtainable,
if a quorum of disinterested members so directs, by the firm of independent
legal counsel then employed by the Corporation, in a written opinion, or (c) by
the affirmative vote of a majority of the shares entitled to vote thereon.

         Section 9.5. Expenses. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or other proceeding upon receipt
of an undertaking by or on behalf of the director, officer, employee or agent
to repay such amount, if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Article.

         Section 9.6. Not Exclusive of Other Rights. The indemnification and
advancement of expenses provided by this Articles shall not be deemed exclusive
of any other rights, in respect of indemnification or otherwise, to which those
seeking indemnification or advancement of expenses may be entitled apart from
the provisions of this Article, which other rights may include indemnification
rights provided by statute or by a resolution or an agreement, either
specifically or in general terms approved by the affirmative vote of the
holders of a majority of shares in accordance with applicable law, and this and
such other indemnification shall apply both as to action by a director,
officer, employee or agent in his official capacity and as to action in another
capacity whole holding such office or position, except that no such other
rights, in respect to indemnification or otherwise, may be provided or granted
to a director, officer, employee or agent pursuant to this Section with respect
to liabilities described in clauses (b)(3)(A)(i) through (b)(3)(A)(iv) of
Section 14-2-171 of the Georgia Business Corporation Code.

                                     -11-


         Section 9.7. Continuation of Indemnification. The indemnification and
advancement of expenses provided by this Articles shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.

         Section 9.8. Designation of Counsel. The Board of Directors acting by
a quorum consisting of members not parties to or involved in such action shall
designate legal counsel in any lawsuit involving any person by reason of the
fact that he is or was an officer, director, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, to represent all such persons for the
purposes of this Article; provided that, if such quorum is not obtainable with
due diligence, the then chairman of the board of directors shall designate such
independent legal counsel, and such designation shall be final and conclusive.
The fees and expenses of such legal counsel shall be paid by the Corporation.

         Section 9.9. Insurance. The Corporation may purchase and maintain
insurance on behalf of such persons whether or not the Corporation would have
the power to indemnify such officers and directors against any liability under
the laws of the State of Georgia. If any expenses or other amounts are paid by
way of indemnification, other than by court order, action by shareholders or by
an insurance carrier, the Corporation shall provide notice of such payment to
the shareholders in accordance with the provisions of the laws of the State of
Georgia.

         Section 9.10. Notification to Shareholders. If any expenses or other
amounts are paid by way of indemnification, otherwise than by court order or by
an insurance carrier pursuant to insurance maintained by the Corporation, the
Corporation shall, not later than the next annual meeting of shareholders,
unless such meeting is held within three months from the date of such payment,
and, in any event, within fifteen months from the date of such payment, send by
first class mail to its shareholders of record at the time entitled to vote for
the election of directors, a statement specifying the persons paid, the amounts
paid, and the nature and status at the time of such payment of the litigation
or threatened litigation.

                                  ARTICLE 10.
                               GENERAL PROVISIONS

         Section 10.1. Dividends. Subject to applicable laws and the provisions
of the Articles of Incorporation relating thereto, if any, dividends may be (i)
declared by the board of directors at any regular or special meeting, and (ii)
paid in cash, in property or in shares of the Corporation's capital stock.
Before declaring any dividend, the board may set aside out of any funds

                                     -12-


of the Corporation available for dividends such sums as the directors may from
time to time, in their absolute discretion, think proper as a reserve fund to
meet contingencies or for equalizing dividends or for repairing or maintaining
any property of the Corporation or for such other purposes as the directors
shall think conducive to the interest of the Corporation, and the directors may
modify or abolish any such reserve in the manner in which it was created.

         Section 10.2. Checks. All checks, drafts, demands for money and notes
of the Corporation shall be signed by such officer or officers or such other
person or persons as the board of directors may from time to time designate.

         Section 10.3. Fiscal Year. The fiscal year of the Corporation shall be
fixed by resolution of the board of directors.

         Section 10.4. Seal. The Corporation shall have a corporate seal which
shall have inscribed thereon the name of the Corporation, the year of its
organization and the words "Corporate Seal Georgia." The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced. In the event it is inconvenient to use such a seal at any time, the
signature of the Corporation followed by the word "Seal" enclosed in
parenthesis or scroll shall be deemed the seal of the Corporation. The board of
directors may from time to time authorize any other officer to affix the seal
of the Corporation and to attest to such affixation by his signature.

         Section 10.5. Books and Records. The Corporation shall keep correct
and complete books and records of account and shall keep as permanent records
minutes of all meetings of its shareholders and board of directors, executed
consents witnessing all actions taken by the shareholders or board of directors
without a meeting, a record of all actions taken by a committee of the board of
directors in place of the board of directors on behalf of the Corporation, and
waivers of notice of all meetings of the board of directors and its committees.
The Corporation shall maintain a record of its shareholders, giving the names
and addresses of all shareholders in alphabetical order, and the number, class
and series, if any, of the shares held by each.

         Section 10.6. By-Law Amendments. These by-laws may be altered,
amended, or repealed or new by-laws may be adopted by the board of directors or
the shareholders. Any by-laws adopted by the board of directors may be altered,
amended or repealed by the board of directors or the shareholders, but new
by-laws adopted by the shareholders may be altered, amended or repealed only by
the shareholders.

                                     -13-

EX-3.147

                         CERTIFICATE OF INCORPORATION
                                      OF
                             UNITED AUTOCARE, INC.

         THE UNDERSIGNED, acting as incorporator of a corporation under and in
accordance with the General Corporation law of the State of Delaware, do
hereby adopt the following Certificate of Incorporation for such corporation:

                                  ARTICLE 1.
                                     NAME

         The name of the corporation is United AutoCare, Inc. (hereinafter the 
"Corporation").

                                  ARTICLE 2.
                          REGISTERED OFFICE AND AGENT

         The registered office of the Corporation in the State of Delaware is
1013 Centre Road, City of Wilmington 19805, County of New Castle. The name of
the registered agent of the Corporation at such address is Corporation Service
Company.

                                  ARTICLE 3.
                                    PURPOSE

         The purpose for which the Corporation is organized 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 (the "DGCL").

                                  ARTICLE 4.
                                    CAPITAL

        The aggregate number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stock. Unless specifically provided otherwise herein, the holder of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.

                                  ARTICLE 5.
                                   DURATION

         The Corporation shall have perpetual existence.

                                  ARTICLE 6.
                 PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of stock of any class or series of the Corporation shall
have any preemptive rights to subscribe for, purchase or receive any shares of
stock of any class or series whether now or 



hereafter authorized, or any options or warrants for such shares, or any
securities convertible into or exchangeable for such shares, which may at any
time be issued, sold or offered for sale by the Corporation. Cumulative voting
by the holders of any class and of any series of any such class of the stock
of the Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE 7.
                                 INCORPORATOR

         The name of the incorporator of the Corporation is Tambra S. King,
and the mailing address of such incorporator is c/o Trace International
Holdings, Inc., 375 Park Avenue, 11th Floor, New York, New York 10152.

                                  ARTICLE 8.
                             STOCKHOLDER MEETINGS

         Meetings of the stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the DGCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                  ARTICLE 9.
                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         Pursuant to Section 102(b) of the DGCL, a director of the Corporation
shall not be personally liable to the Corporation of 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; and (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 DGCL; or (iv) for any transaction from which
the director derived an improper personal benefit. To the fullest extent
permitted by the DGCL, as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

                                  ARTICLE 10.
                                INDEMNIFICATION

         The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a


                                     -2-


director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), liability, loss, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, or itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, have
reasonable cause to believe that his conduct was unlawful. The right to
indemnification under this Article 11 shall be a contract right and shall
include, with respect to directors and officers, the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance
of its disposition; provided, however, that if the DGCL requires, the payment
of such expenses incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article 11 or
otherwise. The Corporation may, by action of its Board of Directors, pay such
expenses incurred by employees and agents of the Corporation upon such terms
as the Board of Directors deemed appropriate. Indemnification of, and
advancement of expenses to, such persons shall be mandatory to the extent that
applicable law provides that the Corporation may authorize such
indemnification and advancement of expenses. Such indemnification and
advancement of expenses shall be in addition to any other rights to which
those seeking indemnification and advancement of expenses may be entitled
under any law, Bylaw, agreement, vote of stockholders or otherwise. Any repeal
or amendment of this Article 11 by the stockholders of the Corporation or by
changes in applicable law shall, to the extent permitted by applicable law, be
prospective only, and shall not adversely affect any limitation on the
personal liability of any director, officer, employee or agent of the
Corporation at the time of such repeal or amendment.

                                  ARTICLE 11.
                          ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the


                                     -3-


application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation
under the provisions of Section 279 of the DGCL, order a meeting of the
creditors or class of creditors, and/or the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.

                                  ARTICLE 12.
                       AMENDMENT OF CORPORATE DOCUMENTS

         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.

                                  ARTICLE 13.
                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the bylaws of the
Corporation.

                                  ARTICLE 14.
                                 SEVERABILITY

         If any provision contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable, then the Certificate of Incorporation shall be construed as if
not containing such provision.


                                     -4-


         I, THE UNDERSIGNED, for the purpose of forming the Corporation under
the laws of the State of Delaware, do make, file, and record this Certificate
of Incorporation and do certify that this is my act and deed and that the
facts stated herein are true and accordingly, I do hereunto set my hand on
this 14th day of November, 1996.


                                             By:/s/  Tambra S, King
                                                -------------------------------
                                                   Tambra S. King, Incorporator

EX-3.148

                                    BYLAWS

                                      OF

                             UNITED AUTOCARE, INC.
                            a Delaware corporation










                           (As of November 20, 1996)






                                    BYLAWS

                                      OF

                             UNITED AUTOCARE, INC.
                              (THE "CORPORATION")


                                  ARTICLE I.

                                    OFFICES

         Section 1.1. Registered Office and Place of Business. The Corporation
may have, in addition to its registered office in the State of Delaware,
offices and places of business at such places, both within and without the
State of Delaware as the Board of Directors may from time to time determine or
the business of the Corporation may require.

                                  ARTICLE II.

                            MEETING OF STOCKHOLDERS

         Section 2.1. Place of Meeting. All meetings of the stockholders of
the Corporation shall be held at such times and at such places within or
without the State of Delaware as shall be determined by the Board of
Directors.

         Section 2.2. Annual Meetings. An annual meeting of the stockholders
shall be held each year on a month and day to be selected by the Board of
Directors. At the meeting they shall elect a Board of Directors, and transact
such other business as may properly be brought before the meeting.

         Section 2.3. Voting List. At least ten days before each meeting of
the stockholders, a complete list of the stockholders entitled to vote at said
meeting, arranged in alphabetical order, with the residence of each and the
number of voting shares held by each, shall be prepared by the officer or
agent having charge of the stock transfer books. Such list, for a period of
ten days prior to such meetings, shall be kept on file at the registered
office of the Corporation and shall be subject to the inspection of any
stockholder who may be present. The original stock transfer books shall be
prima facie evidence as to who are the stockholders entitled to examine such
list or transfer books or to vote at any meeting of stockholders. Failure to
comply with the requirements of this section shall not affect the validity of
any action taken at said meeting.

         Section 2.4. Special Meetings. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation or by these Bylaws, (i) may be called by the
Chairman of the Board or President and (ii) shall be called by the President
or



Secretary or Assistant Secretary at the request in writing of a majority of
the Board of Directors or the stockholders owning capital stock representing a
majority of the votes of all capital stock of the Corporation entitled to vote
thereat. Such request of the Board of the stockholders shall state the purpose
or purposes of the proposed meeting.

         Section 2.5. Notice of Meetings. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten (10) nor more than sixty (60) days before the date of the
meeting, either personally or by mail, by or at the direction of the
President, the Secretary, Assistant Secretary or the officer or person calling
the meeting, to each stockholder of record entitled to vote at the meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail addressed to the stockholder at his address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid.
If said notice is for a stockholders meeting other than an annual meeting, it
shall in addition state the purpose or purposes for which said meeting is
called, and the business transacted at such meeting shall be limited to the
matters so stated in said notice and any matters reasonably related thereto.

         Section 2.6. Quorum of Stockholders. The holders of a majority of the
shares issued and outstanding and entitled to vote thereat, present in person
or represented by proxy, shall be requisite to and shall constitute a quorum
at all meetings of the stockholders for the transaction of business except as
otherwise provided by statute, by the Certificate of Incorporation or by these
Bylaws. If a quorum is not present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat, present in person or
represented by proxy, shall have the power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present or represented. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.

         Section 2.7. Majority Vote; Withdrawal of Quorum. When a quorum is
present at any meeting, the vote of the holders of a majority of the shares
having voting power, present in person or represented by proxy, shall decide
any question brought before such meeting, unless the question is one on which,
by express provision of the statutes, the Certificate of Incorporation or
these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such question. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

                                      2


         Section 2.8. Method of Voting. Each outstanding share, regardless of
class, shall be entitled to one vote on each matter submitted to a vote at a
meeting of the stockholders, except to the extent that the voting rights of
the shares of any class or classes are limited or denied by statute, by the
Certificate of Incorporation or by any other certificate creating any class or
series of stock. At any meeting of the stockholders, every stockholder having
the right to vote shall be entitled to vote in person, or by proxy appointed
by an instrument in writing subscribed by such stockholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after three (3) years
from the date of its execution, unless otherwise provided in the proxy. Each
proxy shall be revocable unless expressly provided therein to be irrevocable
and unless otherwise made irrevocable by law. Each proxy shall be filed with
the Secretary of the Corporation prior to or at the time of the meeting. Any
vote may be taken by voice or by show of hands unless someone entitled to vote
objects, in which case written ballots shall be used.

         Section 2.9. Record Date; Closing Transfer Books. The Board of
Directors may fix in advance a record date for the purpose of determining
stockholders entitled to notice of or to vote at a meeting of the
stockholders, the record date to be not less than ten (10) nor more than sixty
(60) days prior to the meeting; or the Board of Directors may close the stock
transfer books for such purpose for a period of not less than ten (10) nor
more than sixty (60) days prior to such meeting. In the absence of any action
by the Board of Directors, the date upon which the notice of the meeting is
mailed shall be the record date.

         Section 2.10. Action Without Meeting. Any action required by statute
to be taken at a meeting of the stockholders, or any action which may be taken
at a meeting of the stockholders, may be taken without a meeting, without
prior notice and without a vote, if a consent in writing, setting forth the
action so taken, shall be signed by all of the stockholders entitled to vote
with respect to the subject matter thereof and such consent shall have the
same force and effect as a unanimous vote of the stockholders. Any such signed
consent, or a signed copy thereof, shall be placed in the minute book of the
Corporation.

         Section 2.11. Telephone Meeting. Subject to the provisions of
applicable law and these Bylaws, stockholders may participate in and hold a
meeting by means of conference telephone or similar communications equipment
by which all persons participating in the meeting can hear each other, and
participation in a meeting pursuant to this section shall constitute presence
in person at such meeting, except where a person participates in the meeting
for the express purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.

                                      3


                                 ARTICLE III.

                                   DIRECTORS

         Section 3.1. Management of the Corporation. The business and affairs
of the Corporation shall be managed by its Board of Directors, who may
exercise all such powers of the Corporation and do all such lawful acts and
things as are not, by statute or by the Certificate of Incorporation or by
these Bylaws, directed or required to be exercised or done by the
stockholders.

         Section 3.2. Number and Qualifications. The Board of Directors shall
consist of such number of members (not less than one) as shall be established
by resolution of the Board of Directors from time to time, none of whom need
be stockholders or residents of the State of Delaware. The directors shall be
elected at the annual meeting of the stockholders, except as hereinafter
provided, and each director elected shall hold office until his successor
shall be elected and shall qualify.

         Section 3.3. Vacancies. Vacancies and newly-created directorships
resulting from any increase in the authorized number of directors may be
filled by a majority of the directors then in office, though less than a
quorum, or by a sole remaining director, and the directors so chosen shall
hold office until their successors are duly elected and qualified. If there
are no directors in office, then an election of directors may be held in the
manner provided by law. If, at the time of filling any vacancy or any
newly-created directorship, the directors then in office shall constitute less
than a majority of the whole Board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent (10%) of the total number of the
shares at the time outstanding having the right to vote for such directors,
summarily order an election to be held to fill any such vacancies or
newly-created directorships, or to replace the directors chosen by the
directors then in office. No decrease in the size of the Board shall serve to
shorten the term of an incumbent director.

         Section 3.4. Removal. Unless otherwise restricted by law, the
Certificate of Incorporation or these Bylaws, any director may be removed
either for or without cause at any special meeting of stockholders by the
affirmative vote of a majority in number of the stockholders present in person
or represented by proxy at such meeting and entitled to vote for the election
of such director, if notice of the intention to act upon such matter shall
have been given in the notice calling such meeting.

         Section 3.5. Election of Directors. Directors shall be elected by
plurality vote. Cumulative voting shall not be permitted.

                                      4


         Section 3.6. Compensation. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board shall have the
authority to fix the compensation of directors. The directors may be
reimbursed their expenses, if any, of attendance at each meeting of the Board
and may be paid either a fixed sum for attendance at each meeting of the Board
or a stated salary as director. No such payment shall preclude any director
from serving the Corporation in any other capacity and receiving compensation
therefor. Members of committees of the Board may be allowed like compensation
for attending committee meetings.

         Section 3.7. Place of Meetings. The directors of the Corporation may
hold their meetings, both regular and special, either within or without the
State of Delaware.

         Section 3.8. Annual Meetings. The first meeting of each newly elected
Board shall be held without further notice immediately following the annual
meeting of the stockholders and at the same place, unless by majority vote of
the directors then elected and serving such time or place is changed.

         Section 3.9. Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place as may be fixed
from time to time by resolutions adopted by the Board and communicated to all
directors. Except as otherwise provided by statute, the Certificate
of Incorporation or these Bylaws, neither the business to be transacted at, 
nor the purpose of, any regular meeting need be specified in the notice or
waiver of notice of such meeting.

         Section 3.10. Special Meetings. Special meetings of the Board of
Directors (i) may be called by the Chairman of the Board or President and (ii)
shall be called by the President or Secretary or Assistant Secretary on the
written request of two directors or the sole director, as the case may be.
Notice of each special meeting of the Board shall be given, either personally
or as hereinafter provided, to each director at lease twenty-four (24) hours
before the meeting if such notice is delivered personally or by means of
telephone, telegram, telex or facsimile transmission and delivery; two (2)
days before the meeting if such notice is delivered by a recognized express
delivery service; and three (3) days before the meeting if such notice is
delivered through the United States mail. Except as may be otherwise expressly
provided by statute, the Certificate of Incorporation or these Bylaws, neither
the business to be transacted at, nor the purpose of, any special meeting need
be specified in the notice or waiver of notice of such meeting.

         Section 3.11. Quorum; Majority Vote. At all meetings of the Board of
Directors, the presence of a majority of the directors fixed by these Bylaws
shall be necessary and sufficient to constitute a quorum for the transaction
of business, and the act of a majority of the directors present at any meeting
at which there is a quorum shall be the act of the Board of Directors,

                                      5



except as may be otherwise specifically provided by statute, the
Certificate of Incorporation or these Bylaws. If a quorum is not present at
any meeting of directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum is present. At any such adjourned meeting any business
may be transacted which might have been transacted at the meeting as
originally notified.

         Section 3.12. Procedure.  The Board of Directors shall keep regular
minutes of its proceedings.  The minutes shall be placed in the minute book
of the Corporation.

         Section 3.13. Action Without Meeting. Any action required or
permitted to be taken at a meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all the members of the Board of Directors or
such committee, as the case may be. Such consent shall have the same force and
effect as a unanimous vote at a meeting, and may be stated as such in any
document or instrument filed with the Secretary of State. The signed consent,
or a signed copy, shall be placed in the minute book of the Corporation.

         Section 3.14. Telephonic Meeting. Subject to the provisions of
applicable statutes and these Bylaws, members of the Board of Directors or of
any committee thereof may participate in and hold a meeting of the Board of
Directors or any committee thereof by means of conference telephone or similar
communications equipment by which all persons participating in the meeting can
hear each other, and participation in a meeting pursuant to this section shall
constitute presence in person at such meeting, except where a person
participates in the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.

                                  ARTICLE IV.

                            COMMITTEES OF THE BOARD

         Section 4.1. Establishment; Standing Committees. The Board of
Directors may, by resolution adopted by affirmative vote of a majority of the
whole Board, establish, name or dissolve one or more committees, each
committee to consist of one or more of the directors. Each committee shall
keep regular minutes of its meetings and report the same to the Board when
required.

         Section 4.2. Available Powers. Any committee established pursuant to
the preceding Section of these Bylaws, but only to the extent provided in the
resolution of the Board establishing such committee or otherwise delegating
specific power and authority to such committee and as limited by law, the
Certificate of Incorporation and these Bylaws, shall have and may exercise all
the powers and authority of the Board in the

                                      6


management of the business and affairs of the Corporation, and may
authorize the seal of the Corporation to be affixed to all papers which may
require it. Without limiting the foregoing, such committee may, but only to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the Board as provided in Section 151(a)
of the Delaware General Corporation Law, fix any of the preferences or rights
of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the Corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the Corporation.

         Section 4.3. Unavailable Powers. No committee of the Board shall have
the power or authority to (i) amend the Certificate of Incorporation (except
in connection with the issuance of capital stock as provided in the previous
section); (ii) adopt an agreement of merger or consolidation; (iii) recommend
to the stockholders the sale, lease or exchange of all or substantially all of
the Corporation's property and assets, (iv) a dissolution of the Corporation
or a revocation of such a dissolution; (v) amend the Bylaws of the
Corporation; or, unless the resolutions establishing such committee or the
Certificate of Incorporation expressly so provides, (vi) declare a dividend,
(vii) authorize the issuance of stock or (viii) adopt a certificate of
ownership and merger.

         Section 4.4. Alternate Members. The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at a meeting of such committee. In the absence or
disqualification of a member of a committee, the member or members thereof
present at any meeting and not disqualified from voting, whether or not he or
they constitute a quorum, may unanimously appoint another member of the Board
to act at the meeting in the place of any such absent or disqualified member.

         Section 4.5. Procedures. Time, place and notice, if any, of meetings
of a committee shall be determined by such committee. At meetings of a
committee, a majority of the number of members designated by the Board shall
constitute a quorum for the transaction of business. The act of a majority of
the members present at any meeting at which a quorum is present shall be the
act of the committee, except as otherwise specifically provided by law, the
Certificate of Incorporation or these Bylaws. If a quorum is not present at a
meeting of a committee, the members present may adjourn the meeting from time
to time, without notice other than an announcement at the meeting, until a
quorum is present.

                                      7


                                  ARTICLE V.

                        OFFICERS, EMPLOYEES AND AGENTS:

                               POWERS AND DUTIES

         Section 5.1. Elected Officers. The elected officers of the
Corporation shall be a President, a Secretary and a Treasurer (collectively,
the "Required Officers") having the respective duties enumerated below and may
elect such other officers having the titles and duties set forth below which
are not reserved for the Required Officers or such other titles and duties as
the Board may by resolution from time to time establish. No elected officer of
the Corporation need be a director of the Corporation, and no elected officer
of the Corporation need be a stockholder or a resident of the State of
Delaware.

         Section 5.2. Chairman of the Board. The Chairman of the Board, or in
his absence, the President, shall preside when present at all meetings of the
stockholders and the Board. The Chairman of the Board shall advise and counsel
the President and other officers and shall exercise such powers and perform
such duties as shall be assigned to or required of him from time to time by
the Board or these Bylaws. The Chairman of the Board may execute bonds,
mortgages and other contracts requiring a seal under the seal of the
Corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the Board to some other officer or agent of the
Corporation. The Chairman of the Board may delegate all or any of his powers
or duties to the President, if and to the extent deemed by the Chairman of the
Board to be desirable or appropriate.

         Section 5.3. President. The President shall be the chief executive
officer of the Corporation and, subject to the provisions of these Bylaws,
shall have general supervision of the affairs of the Corporation and shall
have general and active control of all its business. In the absence of the
Chairman of the Board, or in the event of his inability or refusal to act, the
President shall perform the duties and exercise the powers of the Chairman of
the Board.

         Section 5.4. Vice Presidents. In the absence of the President or in
the event of his inability or refusal to act, the Vice President (or in the
event there be more than one Vice President, the Vice President in the order
designated by the Board, or in the absence of any designation, then in the
order of their election or appointment) shall perform the duties of the
President, and when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. The Vice Presidents shall perform
such other duties and have such other powers as the Board may from time to
time prescribe.

                                      8


         Section 5.5. Secretary. The Secretary shall see that notice is given
of all meetings of the stockholders and special meetings of the Board of
Directors and shall keep and attest true records of all proceedings at all
meetings of the stockholders and the Board of Directors. He shall have charge
of the corporate seal and have authority to attest any and all instruments or
writings to which the same may be affixed. He shall keep and account for all
books, documents, papers and records of the Corporation except those for which
some other officer or agent is properly accountable. He shall have authority
to sign stock certificates and shall generally perform all the duties usually
appertaining to the office of Secretary of a corporation. In the absence or
disability of the Secretary, his duties shall be performed and his powers may
be exercised by the Assistant Secretaries in the order of their seniority,
unless otherwise determined by the Secretary, the Chairman of the Board,
President or the Board.

         Section 5.6. Assistant Secretaries. Each Assistant Secretary shall
generally assist the Secretary and shall have such powers and perform such
duties and services as such from time to time be prescribed or delegated to
him by the Secretary, the Chairman of the Board, the President or the Board.

         Section 5.7. Chief Financial Officer. The Chief Financial Officer
shall be the principal financial officer of the Corporation and shall have
such powers and perform such duties as these Bylaws or the Board of Directors
may from time to time prescribe.

         Section 5.8. Treasurer. The Treasurer shall have custody of all the
funds and securities of the Corporation which may come into his hands, and
shall deposit the same with such bank or banks or other depositary or
depositaries as the Board of Directors from time to time shall determine; he
may endorse on behalf of the Corporation for collection checks, notes and
other obligations and shall deposit the same to the credit of the Corporation
in such bank or banks or depositary or depositaries as the Board of Directors
may designate; he may sign all receipts and vouchers for payments made to the
Corporation; he may sign with the Chairman of the Board or the President or a
Vice President certificates for shares of the capital stock; he shall enter or
cause to be entered regularly in the books of the Corporation full and
accurate accounts of all moneys received and paid on account for the
Corporation and wherever required by the Board of Directors shall render
statements of such accounts; he shall, at all reasonable times, exhibit his
books and accounts to the independent public accountant of the Corporation or
to any director of the Corporation during business hours; and he shall perform
all acts incident of the office of Treasurer, subject to the control of the
Board of Directors.

         Section 5.9. Assistant Treasurers.  Each Assistant Treasurer shall
generally assist the Treasurer and shall have such powers and perform such
duties and services as shall from time to time

                                      9


be prescribed or delegated to him by the Treasurer, the President or
the Board of Directors.

         Section 5.10. Divisional Officers. Each division of the Corporation,
if any, may leave a President, Secretary, Treasurer or controller and one or
more Vice Presidents, assistant secretaries, assistant Treasurers and other
assistant officers. Any number of such offices may be held by the same person.
Such divisional officers will be appointed by, report to and serve at the
pleasure of the Board and such other officers that the Board may place in
authority over them. The officers of each division shall have such authority
with respect to the business and affairs of that division as may be granted
from time to time by the Board, and in the regular course of business of such
division may sign contracts and other documents in the name of the division
where so authorized; provided that in no case and under no circumstances shall
an officer of one division have authority to bind any other division of the
Corporation except as necessary in the pursuit of the normal and usual
business of the division of which he is an officer.

         Section 5.11. Appointed Officers. The Board of Directors may also
appoint such other officers and assistant officers and agents, and may remove
such officers and assistant officers and agents or delegate the power to
remove same (none of whom need be a member of the Board, a stockholder or a
resident of the State of Delaware) as it shall from time to time deem
necessary, who shall exercise such powers and perform such duties as shall be
set forth in these Bylaws or determined from time to time by the Board of
Directors.

         Section 5.12. Additional Powers and Duties. In addition to the
foregoing especially enumerated duties, services and powers, the several
elected and appointive officers of the Corporation shall perform such other
duties and services and exercise such further powers as may be provided by
statute, the Certificate of Incorporation or these Bylaws or as the Board of
Directors or the may from time to time determine or as may be assigned to them
by any competent superior officer.

         Section 5.13. Two or More Offices. Any two (2) or more offices may be
held by the same person.

         Section 5.14. Compensation. The compensation of all officers of the
Corporation shall be fixed from time to time by the Board. The Board may from
time to time delegate to the President the authority to fix the compensation
of any or all of the other officers of the Corporation.

         Section 5.15. Term of Office; Removal; Filling of Vacancies. Unless
otherwise specified by the Board at the time of election or in an employment
contract approved by the Board, each elected officer's term shall end at the
first meeting of directors after the next annual meeting of stockholders. Each
elected officer of


                                      10


the Corporation shall hold office until his successor is chosen and
qualified in his stead or until his earlier death, resignation or removal from
office. Each appointive officer or agent shall hold office at the pleasure of
the Board of Directors without the necessity of periodic reappointment. Any
officer or agent elected or appointed by the Board of Directors may be removed
at any time by the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such removal shall be
without prejudice to the contract rights, if any, of the person so removed. If
the office of any officer becomes vacant for any reason, the vacancy may be
filled by the Board of Directors.

                                ARTICLE VIII.

                         STOCK AND TRANSFER OF STOCK

         Section 8.1. Certificates Representing Shares. Certificates in such
form as may be determined by the Board of Directors and as shall conform to
the requirements of the statutes, the Certificate of Incorporation and these
Bylaws shall be delivered representing all shares to which stockholders are
entitled. Such certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued. Each certificate
shall state on the face thereof that the Corporation is organized under the
laws of the State of Delaware, the holder's name, the number and class of
shares and the designation of the series, if any, which such certificate
represents, the par value of such shares or a statement that such shares are
without par value and such other matters as may be required by law. Each
certificate shall be signed by the President or any Vice President and the
Secretary or an Assistant Secretary and may be sealed with the seal of the
Corporation or a facsimile thereof.

         Section 8.2. Issuance. Subject to the provisions of the statutes, the
Certificate of Incorporation or these Bylaws, shares may be issued for such
consideration and to such persons as the Board of Directors may determine from
time to time. Shares may not be issued until the full amount of the
consideration, fixed as provided by law, has been paid.

         Section 8.3. Payment for Shares. The consideration for the issuance
of shares shall consist of money paid, labor done (including services actually
performed for the Corporation) or property (tangible or intangible) actually
received. Neither promissory notes nor the promise of future services shall
constitute payment for shares. In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of consideration received
shall be conclusive. When consideration, fixed as provided by law, has been
paid, the shares shall be deemed to have been issued and shall be considered
fully paid and nonassessable.

                                      11



         Section 8.4. Lost, Stolen or Destroyed Certificates. The Board of
Directors, the President, or such other officer or officers of the Corporation
as the Board of Directors may from time to time designate, in its or his
discretion may direct a new certificate or certificates representing shares to
be issued in place of any certificate or certificates theretofore issued by
the Corporation alleged to have been lost, stolen or destroyed, upon the
making of an affidavit of that fact by the person claiming the certificate or
certificates to be lost, stolen or destroyed. When authorizing such issue of a
new certificate or certificates, the Board of Directors, the President, or any
other officer, in its or his discretion and as a condition precedent to the
issuance thereof, may require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to advertise the
same in such manner as it or he shall require and/or give the Corporation a
bond in such form, in such sum, and with such surety or sureties as it or he
may direct as indemnity against any claim that may be made against the
Corporation with respect to the certificate or certificates alleged to have
been lost, stolen or destroyed.

         Section 8.5. Transfers of Shares. Shares of stock shall be
transferable only on the books of the Corporation by the holder thereof in
person or by his duly authorized attorney. Upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate or certificates
representing shares, duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, with all required stock
transfer tax stamps affixed thereto and canceled or accompanied by sufficient
funds to pay such taxes, it shall be the duty of the Corporation or the
transfer agent of the Corporation to issue a new certificate or certificates
to the person entitled thereto, cancel the old certificate or certificates and
record the transaction upon its books.

         Section 8.6. Registered Stockholders. The Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and, accordingly, shall not be bound to recognize any
equitable or other claim to or interest in such share or shares on the part of
any other person, whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

                                  ARTICLE IX.

                                INDEMNIFICATION

         Section 9.1. General. The Corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Corporation), by reason of the fact that he is or was a director, officer,
employee or agent of the Corporation, or is or was



                                      12


serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, have reasonable cause to believe that his conduct was unlawful.

         Section 9.2. Actions by or in the Right of the Corporation. The
Corporation shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending, or completed action or suit by
or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture or trust or other enterprise, against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection with
his defense or settlement of such action or suit if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent
that the Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.

         Section 9.3. Board Determinations. Any indemnification under Section
9.1 and 9.2 (unless order by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth in Sections
9.1 and 9.2. Such determination shall be made (1) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to
such action, suit or proceeding, or (2) if such a quorum is not obtainable,
or, even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (3) by the stockholders.

                                      13


         Section 9.4. Advancement of Expenses. Expenses incurred by an officer
or director in defending a civil or criminal action, suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
director or officer to repay such amount if it shall ultimately be determined
that he is not entitled to be indemnified by the Corporation as authorized by
law or in this Section. Such expenses incurred by other employees and agents
may be so paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.

         Section 9.5. Nonexclusive. The indemnification and advancement of
expenses provided by, or granted pursuant to, this section shall not be deemed
exclusive of any other rights to which any director, officer, employee or
agent of the Corporation seeking indemnification or advancement of expenses
may be entitled under any other bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent of the
Corporation and shall inure to the benefit of the heirs, executors and
administrators of such a person.

         Section 9.6. Insurance. The Corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, or other enterprise, against any liability
asserted against him and incurred by him in any such capacity or arising out
of his status as such, whether or not the Corporation would have the power to
indemnify him against such liability under the provisions of the statutes, the
Certificate of Incorporation or this Section.

         Section 9.7. Certain Definitions. For purposes of this section, (a)
references to the "Corporation" shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers and employees or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is
or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the
provisions of this Section with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if
its separate existence had continued; (b) references to "other enterprises"
shall include employee benefit plans; (c) references to "fines" shall include
any excise

                                      14


taxes assessed on a person with respect to an employee benefit plan;
and (d) references to "serving, at the request of the Corporation" shall
include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to any employee benefit plan, its
participants, or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to
in this Section.

         Section 9.8. Change in Governing Law. In the event of any amendment
or addition to Section 145 of the General Corporation Law of the State of
Delaware or the addition of any other section to such law with regard to
indemnification, the Corporation shall indemnify to the fullest extent
authorized or permitted by such then-existing General Corporation Law of the
State of Delaware, as amended, any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including an action by or in the right of the corporation), by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding.
Any change in applicable law shall, to the extent permitted by applicable law,
be prospective only, and shall not adversely affect any limitation on the
personal liability of any director, officer, employee or agent of the
Corporation existing at the time of such change.

                                  ARTICLE X.

                INTERESTED DIRECTORS, OFFICERS AND STOCKHOLDERS

         Section 10.1. Validity. Any contract or other transaction between the
Corporation and any of its directors, officers or stockholders (or any
corporation or firm in which any of them are directly or indirectly
interested) shall be valid for all purchases notwithstanding the presence of
such director, officer or stockholder at the meeting authorizing such contract
or transaction, or his participation or vote in such meeting or authorization.

         Section 10.2. Disclosure, Approval. The foregoing shall, however,
apply only if the material facts of the relationship or the interest of each
such director, officer or stockholder is known or disclosed:


                                      15


                   (1) to the Board and it nevertheless in good faith
authorizes or ratifies the contract or transaction by a majority of the
directors present, each such interested director to be counted in
determination of whether a quorum is present but not in calculating the
majority necessary to carry the vote; or

                   (2)  to the stockholders and they nevertheless in good
faith authorize or ratify by the contract or transaction by a majority of the
shares present, each such interested person to be counted for quorum and
voting purposes.

         Section 10.3. Nonexclusive. This provision shall not be construed to
invalidate any contract or transaction which would be valid in the absence of
this provision.
                                  ARTICLE XI.

                                 MISCELLANEOUS

         Section 11.1. Dividends. Dividends upon the outstanding shares of the
Corporation, subject to the provisions of the statutes and of the Certificate
of Incorporation, may be declared by the Board of Directors at any annual,
regular or special meeting and may be paid in cash, in property or in shares
of the Corporation, or in any combination thereof.

         The Board of Directors may fix in advance a record date for the
purpose of determining stockholders entitled to receive payment of any
dividend, the record date to be not less than ten (10) nor more than sixty
(60) days prior to the payment date of such dividend, or the Board of
Directors may close the stock transfer books for such purpose for a period of
not less than ten (10) nor more than sixty (60) days prior to the payment date
of such dividend. In the absence of any action by the Board of Directors, the
date upon which the Board of Directors adopts the resolution declaring the
dividend shall be the record date.

         Section 11.2. Reserves. Before payment of any dividends, there may be
set aside out of any funds of the Corporation available for dividends such sum
or sums as the Board of Directors from time to time, in its absolute
discretion, think proper as a reserve or reserves to meet contingencies, for
equalizing dividends, for repairing or maintaining any property of the
Corporation to be distributed to stockholders, or for such other purpose as
the Board of Directors shall determine to be in the best interest of the
Corporation; and the Board of Directors may modify or abolish any such reserve
in the manner in which it was created.

         Section 11.3. Attendance via Communications Equipment. Unless
otherwise restricted by law, the Certificate of Incorporation or these Bylaws,
members of the Board of Directors or any committee thereof or the stockholders
may hold a meeting by means of conference telephone or other communications
equipment by means of which all persons participating in the

                                      16



meeting can effectively communicate with each other. Such participation in
a meeting shall constitute presence in person at the meeting, except where
a person participates in the meeting for the express purpose of objecting
to the transaction of any business on the ground that the meeting is
not lawfully called or convened.

         Section 11.4. Means of Giving Notice. Except as expressly provided
elsewhere herein, whenever under law, the Certificate of Incorporation or
these Bylaws, notice is required to be given to any director or stockholder,
such notice may be given in writing and delivered personally, through the
United States mail, by a recognized express delivery service (such as Federal
Express) or by means of telegraph, telex, or facsimile transmission, addressed
to such director or stockholder at his address, telex or facsimile
transmission number, as the case may be, appearing on the records of the
Corporation, with postage and fees thereon prepaid. Such notice shall be
deemed to be given at the time when the same shall be deposited in the United
States mail or with an express delivery service or when transmitted, as the
case may be.

         Section 11.5. Signature of Negotiable Instruments. All bills, notes,
checks or other instruments for the payment of money shall be signed or
countersigned by such officer, officers, agent or agents and in such manner as
are permitted by these Bylaws and/or as, from time to time, may be prescribed
by resolution (whether general or special) of the Board of Directors.

         Section 11.6. Fiscal Year. The fiscal year of the Corporation shall
be fixed by resolution of the Board of Directors of the Corporation.

         Section 11.7. Seal. The Corporation's seal shall be in such form as
shall be adopted and approved from time to time by the Board of Directors. The
seal may be used by causing it, or a facsimile thereof, to be impressed,
affixed, imprinted or in any manner reproduced.

         Section 11.8. Books and Records. The Corporation shall keep correct
and complete books and records of account and shall keep minutes of the
proceedings of its stockholders and Board of Directors and shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its stockholders, giving the names
and addresses of all stockholders and the number and class of the shares held
by each.

         Section 11.9. Resignation. Any director, committee member, officer or
agent may resign by giving written notice to the President or the Secretary.
The resignation shall take effect at the time specified therein, or
immediately if no time is

                                      17


specified. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.

         Section 11.10. Indemnification and Insurance. The Corporation shall
have the power and obligation to indemnify any person who was or is a
director, officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, trustee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, including but not limited to, employee benefit plans, to the
extent set forth in the Certificate of Incorporation of the Corporation.

         The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, trustee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including but not limited to,
employee benefit plans, against any liability asserted against him and
incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of this Section.

         Section 11.11. Surety Bonds. Such officers and agents of the
Corporation (if any) as the President, the Board of Directors may direct, from
time to time, shall be bonded for the faithful performance of their duties and
for the restoration to the Corporation, in case of their death, resignation,
retirement, disqualification or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in their possession or
under their control belonging to the Corporation, in such amounts and by such
surety companies as the President or the Board of Directors may determine. The
premiums on such bonds shall be paid by the Corporation, and the bonds so
furnished shall be in the custody of the Secretary.

         Section 11.12. Amendments. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted at any meeting of the Board of Directors
at which a quorum is present by the affirmative vote of a majority of the
directors present at such meeting.

                                      18

EX-3.149

                         CERTIFICATE OF INCORPORATION
                                      OF
                        UNITED AUTOCARE PRODUCTS, INC.

         THE UNDERSIGNED, acting as incorporator of a corporation under and in
accordance with the General Corporation law of the State of Delaware, do
hereby adopt the following Certificate of Incorporation for such corporation:

                                  ARTICLE 1.
                                     NAME

         The name of the corporation is United AutoCare Products Inc.
(hereinafter the "Corporation").

                                  ARTICLE 2.
                          REGISTERED OFFICE AND AGENT

         The registered office of the Corporation in the State of Delaware is
located at 1013 Centre Road, City of Wilmington DE, in the County of New
Castle. The name of the registered agent of the Corporation at such address is
The Prentice-Hall Corporation System, Inc.

                                  ARTICLE 3.
                                    PURPOSE

         The purpose for which the Corporation is organized 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 (the "DGCL").

                                  ARTICLE 4.
                                    CAPITAL

         The aggregate number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stock. Unless specifically provided otherwise herein, the holder of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.

                                  ARTICLE 5.
                                   DURATION

         The Corporation shall have perpetual existence.

                                  ARTICLE 6.
                 PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of stock of any class or series of the Corporation shall
have any preemptive rights to subscribe for, purchase or 



receive any shares of stock of any class or series whether now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE 7.
                                 INCORPORATOR

         The name of the incorporator of the Corporation is Tambra S. King,
and the mailing address of such incorporator is c/o Trace International
Holdings, Inc., 375 Park Avenue, 11th Floor, New York, New York 10152.

                                  ARTICLE 8.
                             STOCKHOLDER MEETINGS

         Meetings of the stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the DGCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                  ARTICLE 9.
                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         Pursuant to Section 102(b) of the DGCL, a director of the Corporation
shall not be personally liable to the Corporation of 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; and (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 DGCL; or (iv) for any transaction from which
the director derived an improper personal benefit. To the fullest extent
permitted by the DGCL, as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

                                  ARTICLE 10.
                                INDEMNIFICATION

         The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation, 


                                     -2-


or is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), liability,
loss, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgement,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, or itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and with respect to any
criminal action or proceeding, have reasonable cause to believe that his
conduct was unlawful. The right to indemnification under this Article 11 shall
be a contract right and shall include, with respect to directors and officers,
the right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its disposition; provided, however, that if the
DGCL requires, the payment of such expenses incurred by a director or officer
in advance of the final disposition of a proceeding shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be indemnified
under this Article 11 or otherwise. The Corporation may, by action of its
Board of Directors, pay such expenses incurred by employees and agents of the
Corporation upon such terms as the Board of Directors deems appropriate.
Indemnification of, and advancement of expenses to, such persons shall be
mandatory to the extent that applicable law provides that the Corporation may
authorize such indemnification and advancement of expenses. Such
indemnification and advancement of expenses shall be in addition to any other
rights to which those seeking indemnification and advancement of expenses may
be entitled under any law, Bylaw, agreement, vote of stockholders or
otherwise. Any repeal or amendment of this Article 11 by the stockholders of
the Corporation or by changes in applicable law shall, to the extent permitted
by applicable law, be prospective only, and shall not adversely affect any
limitation on the personal liability of any director, officer, employee or
agent of the Corporation at the time of such repeal or amendment.

                                  ARTICLE 11.
                          ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this 


                                     -3-


Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions
of Section 291 of the DGCL or on the application of trustees in dissolution or
of any receiver or receivers appointed for this Corporation under the
provisions of Section 279 of the DGCL, order a meeting of the creditors or
class of creditors, and/or the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as a consequence
of such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or class of
creditors, and/or on all the stockholders or class of stockholders of this
Corporation, as the case may be, and also on this Corporation.

                                  ARTICLE 12.
                       AMENDMENT OF CORPORATE DOCUMENTS

         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.

                                  ARTICLE 13.
                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the bylaws of the
Corporation.

                                  ARTICLE 14.
                                 SEVERABILITY

         If any provision contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable, then the Certificate of Incorporation shall be construed as if
not containing such provision.


                                     -4-


         I, THE UNDERSIGNED, for the purpose of forming the Corporation under
the laws of the State of Delaware, do make, file, and record this Certificate
of Incorporation and do certify that this is my act and deed and that the
facts stated herein are true and accordingly, I do hereunto set my hand on
this 5th day of February, 1997.


                                            By:  /s/  Tambra S, King
                                                 ------------------------------
                                                   Tambra S. King, Incorporator




                                     -5-

EX-3.151

                         CERTIFICATE OF INCORPORATION
                                      OF
                         UAG CAPITAL MANAGEMENT, INC.


      THE UNDERSIGNED, acting as incorporator of a corporation under and in
accordance with the General Corporation Law of the State of Delaware, do
hereby adopt the following Certificate of Incorporation for such corporation:

                                  ARTICLE 1.
                                     NAME

      The name of the corporation is UAG Capital Management, Inc.
(hereinafter the "Corporation").

                                  ARTICLE 2.
                          REGISTERED OFFICE AND AGENT

      The registered office of the Corporation in the State of Delaware is
located at 1013 Centre Road, Wilmington, New Castle County, DE, 19805. The
name of the registered agent of the Corporation at such address is The
Prentice-Hall Corporation System, Inc.

                                  ARTICLE 3.
                                    PURPOSE

      The purpose for which the Corporation is organized 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 (the "DGCL").

                                  ARTICLE 4.
                                    CAPITAL

      The aggregate number of shares of stock which the Corporation shall have
authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stock. Unless specifically provided otherwise herein, the holder of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.

                                  ARTICLE 5.
                                   DURATION

      The Corporation shall have perpetual existence.


                                 


                                  ARTICLE 6.
                 PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

      No holder of stock of any class or series of the Corporation shall have
any preemptive rights to subscribe for, purchase or receive any shares of
stock of any class or series whether now or hereafter authorized, or any
optoins or warrants for such shares, or any securities convertible into or
exchangeable for such shares, which may at any time be issued, sold or offered
for sale by the Corporation. Cumulative voting by the holders of any class and
of any series of any such class of the stock of the Corporation at any
election of directors of the Corporation is hereby prohibited.

                                  ARTICLE 7.
                                 INCORPORATOR

      The name of the incorporator of the Corporation is Tambra S. King, and
the mailing address of such incorporator is c/o Trace International Holdings,
Inc., 375 Park Avenue, 11th Floor, New York, New York 10152.

                                  ARTICLE 8.
                             STOCKHOLDER MEETINGS

      Meetings of the stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the DGCL) outside the State of Delaware
at such place or places as may be designated from time to time by the Board of
Directors or in the Bylaws of the Corporation.

                                  ARTICLE 9.
                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

      Pursuant to Section 102(b)(7) of the DGCL, a director of the Corporation
shall not be personally liable to the Corporation of 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; and (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 DGCL; or (iv) for any transaction from which
the director derived an improper personal benefit. To the fullest extent
permitted by the DGCI, as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.

                                  ARTICLE 10.
                                INDEMNIFICATION

      The Corporation shall indemnify any person who was or is a 

                                      -2-


party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), liability, loss, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, or itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, have
reasonable cause to believe that his conduct was unlawful. The right to
indemnification under this Article 11 shall be a contract right and shall
include, with respect to directors and officers, the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance
of its disposition; provided, however, that if the DGCL requires, the payment
of such expenses incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article 11 or
otherwise. The Corporation may, by action of its Board of Directors, pay such
expenses incurred by employees and agents of the Corporation upon such terms
as the Board of Directors deems appropriate. Indemnification of, and
advancement of expenses to, such persons shall be mandatory to the extent that
applicable law provides that the Corporation may authorize such
indemnification and advancement of expenses. Such indemnification and
advancement of expenses shall be in addition to any other rights to which
those seeking indemnification and advancement of expenses may be entitled
under any law, Bylaw, agreement, vote of stockholders or otherwise. Any repeal
or amendment of this Article 11 by the stockholders of the Corporation or by
changes in applicable law shall, to the extent permitted by applicable law, be
prospective only, and shall not adversely affect any limitation on the
personal liability of any director, officer, employee or agent of the
Corporation at the time of such repeal or amendment.

                                     -3-



                                  ARTICLE 11.
                          ARRANGEMENT WITH CREDITORS

      Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation
under the provisions of Section 279 of the DGCL, order a meeting of the
creditors or class of creditors, and/or the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.

                                  ARTICLE 12.
                       AMENDMENT OF CORPORATE DOCUMENTS

      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.

                                  ARTICLE 13.
                                 MISCELLANEOUS

      Election of directors need not be by written ballot. Any director or the
entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the bylaws of the
Corporation.

                                      -4-



                                  ARTICLE 14.
                                 SEVERABILITY

      If any provision contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable, then the Certificate of Incorporation shall be construed as if
not containing such provision.

      I, THE UNDERSIGNED, for the purpose of forming the Corporation under the
laws of the State of Delaware, do make, file, and record this Certificate of
Incorporation and do certify that this is my act and deed and that the facts
stated herein are true and accordingly, I do hereunto set my hand on this 3rd
day of March, 1997.



                                    By:/s/ Tambra S. King
                                       ------------------------------------
                                           Tambra S. King, Incorporator

EX-3.153

                         CERTIFICATE OF INCORPORATION
                                      OF
                           UAG FINANCE COMPANY, INC.


         THE UNDERSIGNED, acting as incorporator of a corporation under and in
accordance with the General Corporation Law of the State of Delaware, do
hereby adopt the following Certificate of Incorporation for such corporation:

                                  ARTICLE 1.
                                     NAME

         The name of the corporation is UAG Finance Company, Inc. (hereinafter
the "Corporation").

                                  ARTICLE 2.
                          REGISTERED OFFICE AND AGENT

         The registered office of the Corporation in the State of Delaware is
located at 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805.
The name of the registered agent of the Corporation at such address is The
Prentice-Hall Corporation System, Inc.

                                  ARTICLE 3.
                                    PURPOSE

         The purpose for which the Corporation is organized is to engage in
any lawful actor 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 (the "DGCL").

                                  ARTICLE 4.
                                    CAPITAL

         The aggregate number of shares of stock which the Corporation shall
have authority to issue is 1,000 shares, par value $.01 per share, designated
Common Stock. Unless specifically provided otherwise herein, the holder of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.

                                  ARTICLE 5.
                                   DURATION

         The Corporation shall have perpetual existence.




                                  ARTICLE 6.
                 PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of stock of any class or series of the Corporation shall
have any preemptive rights to subscribe for, purchase or receive any shares of
stock of any class or series whether now or hereafter authorized, or any
optoins or warrants for such shares, or any securities convertible into or
exchangeable for such shares, which may at any time be issued, sold or offered
for sale by the Corporation. Cumulative voting by the holders of any class and
of any series of any such class of the stock of the Corporation at any
election of directors of the Corporation is hereby prohibited.

                                  ARTICLE 7.
                                 INCORPORATOR

         The name of the incorporator of the Corporation is Tambra S. King,
and the mailing address of such incorporator is c/o Trace International
Holdings, Inc., 375 Park Avenue, 11th Floor, New York, New York 10152.

                                  ARTICLE 8.
                             STOCKHOLDER MEETINGS

         Meetings of the stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may be
kept (subject to any provision contained in the DGCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.

                                  ARTICLE 9.
                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         Pursuant to Section 102(b)(7) of the DGCL, a director of the
Corporation shall not be personally liable to the Corporation of 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; and (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 DGCL; or (iv) for any transaction from
which the director derived an improper personal benefit. To the fullest extent
permitted by the DGCI, as the same exists or may hereafter be amended, a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.



                                     -2-


                                  ARTICLE 10.
                                INDEMNIFICATION

         The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by reason
of the fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including
attorneys' fees), liability, loss, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, or itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
Corporation, and with respect to any criminal action or proceeding, have
reasonable cause to believe that his conduct was unlawful. The right to
indemnification under this Article 11 shall be a contract right and shall
include, with respect to directors and officers, the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance
of its disposition; provided, however, that if the DGCL requires, the payment
of such expenses incurred by a director or officer in advance of the final
disposition of a proceeding shall be made only upon delivery to the
Corporation of an undertaking, by or behalf of such director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article 11 or
otherwise. The Corporation may, by action of its Board of Directors, pay such
expenses incurred by employees and agents of the Corporation upon such terms
as the Board of Directors deems appropriate. Indemnification of, and
advancement of expenses to, such persons shall be mandatory to the extent that
applicable law provides that the Corporation may authorize such
indemnification and advancement of expenses. Such indemnification and
advancement of expenses shall be in addition to any other rights to which
those seeking indemnification and advancement of expenses may be entitled
under any law, Bylaw, agreement, vote of stockholders or otherwise. Any repeal
or amendment of this Article 11 by the stockholders of the Corporation or by
changes in applicable law shall, to the extent permitted by applicable law, be
prospective only, and shall not adversely affect any limitation on the
personal liability of any director, officer, employee or agent of the
Corporation at the time of such repeal or amendment.


                                     -3-



                                  ARTICLE 11.
                          ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation
under the provisions of Section 279 of the DGCL, order a meeting of the
creditors or class of creditors, and/or the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or lass of creditors and/or of the
stockholders or class of stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors and/or on all the stockholders or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.

                                  ARTICLE 12.
                       AMENDMENT OF CORPORATE DOCUMENTS

         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.

                                  ARTICLE 13.
                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statute, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the bylaws of the
Corporation.



                                     -4-


                                  ARTICLE 14.
                                 SEVERABILITY

         If any provision contained in this Certificate of Incorporation shall
for any reason be held invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not invalidate the entire
Certificate of Incorporation or any other provisions hereof. Such provision
shall be deemed to be modified to the extent necessary to render it valid and
enforceable, then the Certificate of Incorporation shall be construed as if
not containing such provision.

         I, THE UNDERSIGNED, for the purpose of forming the Corporation under
the laws of the State of Delaware, do make, file, and record this Certificate
of Incorporation and do certify that this is my act and deed and that the
facts stated herein are true and accordingly, I do hereunto set my hand on
this 23rd day of June, 1997.


                                            By:/S/Tambra S. King
                                               -------------------------------
                                                  Tambra S. King, Incorporator


                                     -5-

EX-3.155

                         CERTIFICATE OF INCORPORATION
                                      OF
                     UNITEDAUTO DODGE OF SHREVEPORT, INC.

          FIRST: The name of the corporation is UnitedAuto Dodge of
Shreveport, Inc.
          SECOND: The address of the corporation's registered office in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of
New Castle. The name of the corporation's registered agent at such address is
Corporation Service Company.
          THIRD: The purpose of the corporation is to engage in any lawful act
or activity for which corporations may be organized under the Delaware General
Corporation Law.
          FOURTH: The total number of shares of stock which the corporation is
authorized to issue is one thousand (1,000) shares of common stock, having a
par value of one dollar ($1.00) per share.
          FIFTH: The business and affairs of the corporation shall be managed
by or under the direction of the board of directors, and the directors need
not be elected by ballot unless required by the by-laws of the corporation.
          SIXTH: In furtherance and not in limitation of the powers conferred
by the laws of the State of Delaware, the board of directors is expressly
authorized to make, amend and repeal by-laws.
          SEVENTH: 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 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 provision shall not
adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.
          EIGHTH: The corporation reserves the right to amend and repeal any
provision contained in this Certificate of Incorporation in the manner from
time to time prescribed by the laws of the State of Delaware. All rights
herein conferred are granted subject to this reservation.
          NINTH: The incorporator is David G. Thunhorst, Esq. whose mailing
address is 2700 International Tower, Peachtree Center, 229 Peachtree Street,
N.E., Atlanta, Georgia 30303, County of Fulton.

                                 -2-



          I, the Undersigned, being the incorporator, for the purpose of
forming a corporation under the laws of the State of Delaware, do make, file
and record this Certificate of Incorporation and, accordingly, have hereto set
my hand this 26th of August, 1997.

                                                         /s/David G. Thunhorst
                                                         ---------------------
                                                         David G. Thunhorst

                                 -3-

EX-3.157

                           ARTICLES OF INCORPORATION

                                       OF

                             6725 DEALERSHIP, LTD.



         We, the undersigned incorporators, having associated ourselves
together for the purpose of forming a corporation under the laws of the State
of Arizona, hereby adopt the following Articles of Incorporation.

                                      I.

         The name of the corporation shall be:

         6725 Dealership, Ltd.

                                      II.


         This corporation is organized for the purpose of transacting any or
all lawful business for which corporations may be incorporated under the laws
of the State of Arizona, as amended from time to time. The corporation
initially intends to conduct the business of being a partner or joint venturer
in partnerships or joint ventures which acquire, own and develop real and
personal property.

                                     III.

         The corporation shall have authority to issue 10,000,000 common shares
without par value. Shares shall be paid for at such time, and in such manner,
as the Board of Directors shall determine.

                                      IV.

         The initial Board of Directors shall consist of two (2) members who
shall serve as directors until the first annual meeting of the shareholders or
until their successors are elected and qualified, and whose names and addresses
are:

         Robert W. Wyndelts
         7529 North Invergordon
         Paradise Valley, AZ  85253

         William T. Boutell, Jr.
         9243 North 29th Street
         Phoenix, AZ  85028



                                      V.

         The names and addresses of the incorporators are:

         Robert W. Wyndelts, as Trustee of the
           Knappenberger 6725 Trust
         7529 North Invergordon
         Paradise Valley, AZ  85253

         Robert W. Wyndelts, as Trustee of the
           Boskind 6725 Trust
         7529 North Invergordon
         Paradise Valley, AZ  85253

         Robert W. Wyndelts, as Trustee of the
           Brochick 6725 Trust
         7529 North Invergordon
         Paradise Valley, AZ  85253

         All powers, duties and responsibilities of the incorporators shall
cease at the time of delivery of these Articles of Incorporation to the Arizona
Corporation Commission for filing.

                                      VI.

         No director of the corporation shall be personally liable to the
corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that this Article shall not eliminate or
limit the liability of a director for (i) any breach of the director's duty of
loyalty to the corporation or its shareholders; (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law; (iii) authorizing the unlawful payment of a dividend or other distribution
on the corporation's capital stock or the unlawful purchase of its capital
stock; (iv) a violation of Arizona Revised Statutes Section 10-041 relating to
director conflicts of interest; or (v) any transaction from which the director
derived an improper personal benefit.

                                     VII.

         FC Service Corporation, an Arizona corporation, Two North Central
Avenue, Suite 2200, Phoenix, Arizona 85004-2390, is hereby appointed the
initial statutory agent for the corporation for the State of Arizona.

                                    VIII.

         The corporation's known place of business shall be 6725 East McDowell
Road, Scottsdale, Arizona 85257.

                                      -2-


         IN WITNESS WHEREOF, the undersigned incorporators have hereunto
affixed their signatures this 29 day of December, 1992.



                                       /s/ R.W. Wyndelts
                                       -------------------------------------
                                       Robert W. Wyndelts, as Trustee of
                                       the Knappenberger 6725 Trust



                                       /s/ R.W. Wyndelts
                                       -------------------------------------
                                       Robert W. Wyndelts, as Trustee of 
                                       the Boskind 6725 Trust



                                       /s/ R.W. Wyndelts
                                       -------------------------------------
                                       Robert W. Wyndelts, as Trustee of
                                       the Brochick 6725 Trust


                                      -3-


                          ARTICLES OF AMENDMENT TO THE
                           ARTICLES OF INCORPORATION
                                       OF
                             6725 DEALERSHIP, LTD.


         Pursuant to the provisions of A.R.S. ss. 10-061, 6725 Dealership,
Ltd., an Arizona corporation (the "Corporation") hereby adopts these Articles
of Amendment and certifies as follows:

         FIRST: The name of the Corporation is 6725 Dealership, Ltd.

         SECOND: The Articles of Incorporation are hereby amended by adding a
new Article IX to read as follows:

                                      "IX

                          INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS

         Subject to the further provisions hereof, the corporation shall
         indemnify any and all of its existing and former directors, officers,
         employees, and agents against all expenses incurred by them and each
         of them including but not limited to legal fees, judgments, penalties,
         and amounts paid in settlement or compromise, which may arise or be
         incurred, rendered, or levied in any legal action brought or
         threatened against any of them for or on account of any action or
         omission



         alleged to have been committed while acting within the scope of
         employment as director, officer, employee or agent of the corporation,
         whether or not any action is or has been filed against them and
         whether or not any settlement or compromise is approved by a court.
         Indemnification shall be made by the corporation whether the legal
         action brought or threatened is by or in the right of the corporation
         or any other person. Whenever any existing or former director,
         officer, employee or agent shall report to the President of the
         corporation or the chairman of the Board of Directors that he or she
         has incurred or may incur expenses, including but not limited to legal
         fees, judgments, penalties, and amounts paid in settlement or
         compromise in a legal action brought or threatened against him or her
         for or on account of any action or omission alleged to have been
         committed by him or her while acting within the scope of his or her
         employment as a director, officer, employee or agent of the
         corporation, the Board of Directors shall, at its next regular or
         special meeting held within a reasonable time thereafter, determine in
         good faith whether, in regard to the matter involved in the action or
         contemplated action, such person acted, failed to act, or refused to
         act wilfully or with gross negligence or with fraudulent or criminal
         intent. If the Board of Directors determines in good faith that such
         person did not act, fail to act, or refuse to act wilfully or with
         gross negligence or with fraudulent or criminal intent with regard to
         the matter involved in the action or contemplated action,
         indemnification shall be mandatory and shall be automatically extended
         as specified herein, provided, however, that the corporation shall
         have the right to refuse indemnification in any instance in which the
         person to whom indemnification would otherwise have been applicable
         shall have unreasonably refused to permit the corporation, at its own
         expense and through counsel of its own choosing, to defend him or her
         in the action."

         THIRD: The foregoing Amendment to the Articles of Incorporation was
adopted by the directors and shareholders of the Corporation as of August 24,
1994, in the manner prescribed by the Arizona Business Corporation Act.

         FOURTH: 1,250 shares of common stock without par value were
outstanding at the time of adoption of the Amendment and the total number of
shares entitled to vote thereon was 1,250.

         FIFTH: All of the outstanding 1,250 shares of common stock without par
value voted for the Amendment, there being no other classes or series of
shares.

         SIXTH: The Amendment does not provide for an exchange,
reclassification or cancellation of issued shares.



         SEVENTH: The Amendment will not effect a change in the amount of the
Corporation's stated capital.

         DATED: August 24, 1994.

                                            6725 DEALERSHIP, an Arizona
                                            corporation


                                            By: /s/ R.W. Wyndelts
                                                -------------------------------
                                                Robert W. Wyndelts, President


                                            By: /s/ Rodney W. Wattis
                                                -------------------------------
                                                Rodney W. Wattis, Secretary

                                       3

EX-3.158

                                     BYLAWS

                                       OF

                             6725 DEALERSHIP, LTD.



                                   ARTICLE I

                                    General

                  Section 1.01. Location. The location of the principal office
of the corporation shall be in the State of Arizona but it may have other
offices at such places throughout the world as the business of the corporation
may require and as the Board of Directors shall deem to be expedient.

                  Section 1.02. Seal. The corporate seal of the corporation
shall be a circular disc with the name of the corporation, the year of its
organization and the word "Arizona" thereon.

                  Section 1.03. Fiscal Year. The fiscal year shall end on
December 31 of each year.


                                   ARTICLE II

                                     Shares

                  Section 2.01. Issuance of Shares. The Board of Directors may
issue shares for such consideration, expressed in dollars, as the Board shall
fix from time to time, except that shares having a par value may not be issued
for less than the par value. The consideration for the issuance of shares may
be paid to the corporation, in whole or in part, in cash, in other property,
tangible or intangible, or in labor or services actually performed for the
corporation. Shares shall be deemed to be fully paid and non-assessable when
payment of the consideration has been received by the corporation. Neither
promissory notes nor future services shall constitute payment or part payment
for the issuance of shares. In the absence of bad faith in the valuation of the
consideration, the judgment of the Board of Directors as to the value of the
consideration received for the shares shall be conclusive. No certificate shall
be issued for any share until the share is fully paid.

                  Section 2.02. Stock Certificates. Subject to the provisions
of the articles of incorporation, certificates 



representing shares shall be in such form as may from time to time be
prescribed by the Board of Directors, shall be numbered and entered in the
books in the order issued, and shall be signed by the President or a
Vice-President and the Secretary Assistant Secretary and sealed with the
corporate seal. To the extent permitted by law, the signatures or the seal may
be facsimile.

                  Section 2.03. Transfers of Shares. The transfer of the shares
of the corporation shall be subject to such restrictions on transfer, if any,
as may be imposed by the articles of incorporation, by any amendment thereof,
or by a shareholders' agreement. No transfer shall affect the right of the
corporation to pay any dividend due upon the shares or to treat the holder of
record as the holder-in-fact until the transfer has been recorded in the books
of the corporation.

                  Section 2.04. Lost Certificates. Each certificate issued
shall be surrendered before a new certificate in lieu thereof shall be issued,
except in the case of the loss or destruction of a certificate, in which case a
new certificate may be issued in place of the certificate lost or destroyed
upon furnishing an affidavit reciting the circumstances of the loss or
destruction and upon the furnishing of a bond of indemnity to the corporation,
with or without surety, which is satisfactory to the directors.


                                  ARTICLE III

                           Meetings of Shareholders

                  Section 3.01. General. All meetings of the shareholders shall
be held at the principal office of this corporation in the State of Arizona or
at such other place as stated in the notice or waiver of notice of the meeting.

                  Section 3.02. Voting of Shares. At all meetings a shareholder
may vote in person or may be represented and vote by a duly authorized
attorney-in-fact or by a proxy in writing filed with the Secretary before
voting.

                  Section 3.03. Annual Meeting. An annual meeting of the
shareholders shall be held at 2:00 p.m. on the third Thursday of December of
each year unless that day is a legal holiday, in which event the meeting will
be held on the next business day. Before or after the date specified in the
previous sentence, the directors may designate another date for the annual
meeting, which may be before or after the specified date. The shareholders may
by waiver of notice and consent designate another date for the annual meeting,
which may be before or after the date specified by this Section or designated
by the directors.

                                      -2-


                  Section 3.04. Special Meetings. Special meetings of the
shareholders may be called by the President, or a Vice President, by vote of
the Board of Directors, or by one or more shareholders who hold, in the
aggregate, at least one-tenth of all the shares of the capital stock entitled
to vote at the meeting.

                  Section 3.05. Notice of Meetings. Written notice stating the
place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by an officer of the corporation at the direction of the
person or persons calling the meeting, to each shareholder of record entitled
to vote at the meeting. If mailed, the notice shall be deemed to be delivered
when deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the share transfer books of the
corporation. When a meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place thereof are
announced at the meeting at which the adjournment is taken. At the adjourned
meeting the corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder
of record entitled to vote at the meeting.

                  Section 3.06. Waiver of Notice. Whenever notice of a meeting
is required to be given to any shareholder of the corporation under these
bylaws, a waiver thereof in writing signed by the shareholder entitled to the
notice, whether before or after the time stated therein, shall be equivalent to
the giving of the notice. Attendance at a meeting by a shareholder in person or
by a duly authorized attorney-in-fact or voting by a shareholder at a meeting
by a proxy shall constitute waiver of notice of the meeting, except when the
shareholder or attorney-in-fact attends the meeting for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.

                  Section 3.07. Action by Shareholders Without a Meeting. Any
action required to be taken at a meeting of the shareholders of the
corporation, or any action which may be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting forth the
action so taken, is signed by all of the shareholders entitled to vote on the
subject. Such consent may be executed in counterparts and shall have the same
effect as a unanimous vote of shareholders at a duly convened meeting.

                  Section 3.08. Quorum. At any meeting of the shareholders the
presence, in accordance with Section 3.02 of 


                                      -3-


these bylaws, of a majority of the shares entitled to vote shall constitute a
quorum. All shares represented and entitled to vote on any single subject
matter which may be brought before the meeting shall be counted for the
purposes of a quorum. Only those shares entitled to vote on a particular
subject matter shall be counted for the purposes of voting on that subject
matter. Business may be conducted once a quorum is present and may continue
until adjournment of the meeting notwithstanding the withdrawal or temporary
absence of sufficient shares to reduce the number present to less than a
quorum. Unless the vote of a greater number or voting by classes is required by
law or the articles of incorporation or these bylaws, the affirmative vote of
the majority of the shares then represented at the meeting and entitled to vote
on the subject matter shall be the act of the shareholders; provided, however,
that if the shares then represented are less than required to constitute a
quorum, the affirmative vote must be such as would constitute a majority if a
quorum were present and provided further, the affirmative vote of a majority of
the shares then present is sufficient in all cases to adjourn a meeting.


                                   ARTICLE IV

                               Board of Directors

                  Section 4.01. General. The business and affairs of the
corporation shall be managed by a Board of Directors of not less than two nor
more than seven directors, the number to be two unless a different number is
fixed by the shareholders.

                  Section 4.02. Election of Directors and Filling Vacancies. A
Board of Directors shall be elected by ballot at the annual meeting of the
shareholders. Every shareholder entitled to vote in accordance with Section
3.02 of these bylaws shall have the right to vote the number of shares owned by
him for as many persons as there are directors to be elected or to cumulate his
votes by giving one candidate as many votes as the number of directors to be
elected multiplied by the number of his shares, or by distributing such votes
on the same principle among any number of such candidates. A director shall
serve until the next annual meeting of shareholders or until removed or until
his successor is elected and qualified. The Board of Directors may fill any
vacancy occurring on the Board of Directors from whatever cause in the interval
between the annual meetings of the shareholders; provided, however, that the
shareholders entitled to vote for the election of directors at a shareholders'
meeting may fill any vacancy in the Board of Directors, if not already filled,
or substitute some other person to fill the vacancy, in which case the term of
office of the person elected by the Board of Directors shall forthwith
terminate.

                  Section 4.03. General Powers. The Board of Directors shall
have the power to control and manage all of the affairs and 


                                      -4-


property of the corporation and to exercise, in addition to the powers and
authorities expressly conferred upon it by these bylaws or by the articles of
incorporation, all powers as may be exercised, and to do all such things that
may be done by the corporation which are not expressly reserved to the
shareholders, as permitted by the laws of the State of Arizona. It may
restrict, enlarge or otherwise modify the powers and duties of any or all of
the officers of this corporation. Without limiting the generality of the
foregoing, the Board of Directors may fix record dates for determining
shareholders of various classes having the right to notice of and to vote at
meetings and adjournments thereof, or the right to receive dividends or other
distributions, or the right to give consents to or to dissent from certain
actions or for any other purpose for which record dates are or might be
relevant and to determine whether or not transfer books should be closed in
connection therewith.

                  Section 4.04. Quorum. A majority of the total number for the
time being of the Board of Directors, but in no case less than two directors,
shall constitute a quorum for the transaction of business, but a lesser number
may adjourn the meeting sine die or to a stated time and place, and a majority
of the members present at any meeting at which a quorum is present shall decide
any question brought before such meeting except as otherwise may be provided by
law. Any director shall be counted as present for quorum purposes at any
regular or special meeting of directors and as voting with the majority, if the
director subsequently approves and signs the minutes of the meeting.

                  Section 4.05. Regular Meeting. A regular meeting of the Board
of Directors shall be held without notice following the adjournment of the
annual meeting of the shareholders or any special meeting held in lieu thereof
on the same day and at the same place as such annual or special meeting.

                  Section 4.06. Special Meeting. Special meetings of the Board
of Directors may be called by the Chairman of the Board, if one has been
appointed, or the President, or a Vice-President or, at the request of two
members of the Board of Directors, by the Secretary. Notice of any special
meeting shall be given to each director stating the time, place and purpose of
the meeting in one of the following ways: (a) by communicating actual notice to
the director at least twenty-four (24) hours before the time of such meeting,
or (b) by written notice thereof left at or telegraphed to a usual place of
business of the director or to his residence, in either case at least
forty-eight (48) hours before the time of such meeting, or (c) by placing a
written notice in the mail, postage prepaid, addressed to a usual place of
business of the director or to his residence, in any such case at least
seventy-two (72) hours before the time of such meeting. Any person who has
given notice hereunder may make an affidavit that the notice was given, which,
as to the facts stated, shall be conclusive.



                                      -5-


                  Section 4.07. Waiver of Notice. Notice of any meeting of the
Board of Directors and of the business to be transacted may be waived in
writing before or after the meeting by any director, and the presence of any
director at any meeting of the Board of Directors shall be deemed a waiver of
notice by him of the meeting and of the business to be transacted unless
objection is made by him at the time and noted on the records of the meeting of
the Board of Directors.

                  Section 4.08. Place of Directors' Meetings. Meetings of the
Board of Directors, regular or special, may be held either within or without
the State of Arizona and may be held by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and participation in a meeting pursuant to
this section shall constitute presence in person at the meeting.

                  Section 4.09. Action by Directors Without a Meeting. Any
action required or permitted to be taken at a meeting of the directors or of a
committee may be taken without a meeting if all directors or committee members,
as the case may be, consent thereto in writing. Such consent shall have the
same effect as a unanimous vote at a duly convened meeting of the Board of
Directors or of a committee, as the case may be.

                  Section 4.10. Power to Act Notwithstanding Vacancy. Pending
the filling of vacancies in the Board of Directors, a majority of a full Board
of Directors may exercise the powers of the Board of Directors.

                  Section 4.11. Removal. Any director may be removed from the
Board of Directors with or without cause, subject only to limitations provided
by law.


                                   ARTICLE V

                                   Committees

                  Section 5.01. General. The Board of Directors, by resolution
adopted by a majority of all of the members of the Board of Directors, may
designate from among its members one or more committees, each of which, to the
extent provided in such resolution, shall have and may exercise all the
authority of the Board of Directors, but no committee shall have the authority
of the Board of Directors in reference to the following matters:

                  (a) The submission to shareholders of any action that
requires shareholders' authorization or approval.

                  (b) The filling of vacancies on the Board of Directors or on
any committee of the Board of Directors.

                                      -6-


                  (c) The amendment or repeal of the bylaws, or the adoption of
new bylaws.

                  (d) The fixing of compensation of directors for serving on
the Board or on any committee of the Board of Directors.

The Board of Directors, with or without cause, may dissolve any committee or
remove any member thereof at any time.

                  Section 5.02. Tenure. Each member of any committee
established under this Article V shall hold office until the next regular
annual meeting of the Board of Directors following his or her resignation and
until his or her successor is elected and qualified.

                  Section 5.03. Meetings. Regular meetings of committees
established under this Article V shall be held without notice at such times and
places as the committees may fix from time to time by resolution. Special
meetings of a committee may be called by any member thereof upon giving notice
to other members of the committee in the manner provided in Section 4.06 for
special meetings of the Board of Directors.

                  Section 5.04. Quorum. A majority of the members of a
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of any committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.


                                   ARTICLE VI

                                    Officers

                  Section 6.01. General. The officers of the corporation shall
consist of a President, Vice-President, a Secretary and a Treasurer, each of
whom shall be elected by the Board of Directors. In addition, the Board of
Directors may, without limitation, elect other officers as it may from time to
time find necessary or convenient for the transaction of the corporation's
business and may elect the officers and fix their powers and duties. All
officers shall serve at the pleasure of the Board of Directors. Any two or more
offices may be held by the same person except the offices of President and
Secretary.

                  Section 6.02. Chairman of the Board. The Board of Directors
may appoint a Chairman of the Board of Directors who shall, when present,
preside at all meetings of shareholders and directors and shall have such other
powers and duties as are vested in him by the Board of Directors.

                  Section 6.03. President. Except as provided in Section 6.02,
the President shall preside at all meetings of the 


                                      -7-


shareholders and directors at which he is present, sign with the Secretary or
Assistant Secretary certificates of shares, except as the same may be signed by
a Vice- President, and have such other powers and duties as are usually vested
in the office of President of a corporation or as may be vested in him by vote
of the Board of Directors.

                  Section 6.04. Vice-President. A Vice-President shall, in the
absence or disability of the President, discharge all the duties of that office
and may sign certificates of shares with the Secretary or an Assistant
Secretary and have such other powers and duties as may be vested in him by vote
of the Board of Directors.

                  Section 6.05. Secretary. The Secretary shall keep accurate
minutes of all meetings of the shareholders, all meetings of the Board of
Directors and the meetings of any executive committee and shall perform all the
duties commonly incident to his office and shall have such other powers as the
Board of Directors shall from time to time determine. The Secretary shall keep
the seal of the corporation and the corporation's minute record. The Secretary
shall also keep the book of blank certificates of shares, make out all
certificates of shares to be issued and make appropriate record entries of all
share transactions; provided, however, that any of the duties of the Secretary
set forth in this sentence may be delegated by the Board of Directors to a
transfer agent or registrar. The Secretary or an Assistant Secretary shall sign
with the President or a Vice- President all share certificates. The Secretary
shall serve all notices required either by law or by the bylaws of the
corporation and in case of his absence or refusal or neglect so to do then
notices may be served by any person thereunto directed by the President. In the
absence of the Secretary or an Assistant Secretary, a Secretary pro tem may be
appointed to perform the duties of the Secretary.

                  Section 6.06. Treasurer. The Treasurer shall have charge of
the funds of the corporation and shall be the general financial agent of the
corporation. The Treasurer shall keep or cause to be kept full and accurate
accounts of the financial affairs of the corporation and shall render or cause
to be rendered a statement of the financial affairs of the corporation at each
annual meeting of the shareholders and to the Board of Directors whenever it
may require. The Treasurer shall have such other powers and perform such other
duties as the Board of Directors shall from time to time determine.

                  Section 6.07. Bonds. The Board of Directors may require the
Treasurer and any other officer to give a bond to the corporation with good and
sufficient surety for the faithful performance of his respective duties.


                                      -8-


                                  ARTICLE VII

                              Amendment of Bylaws

                  Section 7.01. Amendments. The shareholders shall have the
power to alter, repeal or amend these bylaws or adopt new bylaws at any regular
meeting or at any special meeting called for that purpose, upon the affirmative
vote of the holders of the majority of the shares entitled to vote thereon. Any
amendment made to a bylaw shall be noted on the margin of the bylaw amended,
referring to the page of the record where the amendment appears.


                            CERTIFICATE OF ADOPTION

                  The foregoing Bylaws were duly adopted by the Board of
Directors of 6725 Dealership, Ltd. pursuant to an Action of Directors dated
December 29, 1992.

                                          /s/ William T. Boutell, Jr.
                                          -------------------------------------
                                          William T. Boutell, Jr., Secretary

EX-3.159

                         CERTIFICATE OF INCORPORATION

                                      OF

                           DiFeo Partnership X, Inc.


         THE UNDERSIGNED, acting as the incorporator of a corporation under
and in accordance with the General Corporation Law of the State of Delaware,
hereby adopts the following Certificate of Incorporation for such corporation:



                                   ARTICLE I

         The name of the corporation is DiFeo Partnership X, Inc. (the
"Corporation").

                                  ARTICLE II

                          REGISTERED OFFICE AND AGENT

         The address of the Corporation's registered office in the State of
Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801. The name of the Corporation's registered agent
at such address is The Corporation Trust Company.

                                  ARTICLE III

         The purpose for which the Corporation is organized is to engage in
any and all lawful acts and activities for which corporations may be organized
under the General Corporation Law of the State of Delaware.

                                  ARTICLE IV

         3. Authorized Shares. The aggregate number of shares of capital stock
which the corporation shall have authority to issue is one hundred (100)
shares, par value $.01 per share. All of such shares shall be common stock of
the corporation. Unless specifically provided otherwise herein, the holders of
such shares shall be entitled to one vote for each share held in any
stockholder vote in which any of such holders is entitled to participate.






                                   ARTICLE V

                              BOARD OF DIRECTORS

         The powers of the incorporator shall terminate upon the filing of
this Certificate of Incorporation, and the following person shall thereupon
serve as directors of the corporation until the first annual meeting of
stockholders or until their successors are duly elected and qualified:

         Name                                    Address
         ----                                    -------
Marshall S. Cogan                       153 East 53rd Street
                                        Suite 5901
                                        New York, NY  10022

Frederick Marcus                        153 East 53rd Street
                                        Suite 5900
                                        New York, NY  10022

Ezra P. Mager                           153 East 53rd Street
                                        Suite 5900
                                        New York, NY  10022



                                  ARTICLE VI

                 PREEMPTIVE RIGHTS DENIED; NO CUMULATIVE VOTE

         No holder of any share of any class or series of the Corporation's
capital stock shall have any preemptive right to subscribe for, purchase or
receive any shares of the Corporation or any class or series now or hereafter
authorized, or any options or warrants for such shares, or any securities
convertible into or exchangeable for such shares, which may at any time be
issued, sold or offered for sale by the Corporation. Cumulative voting by the
holders of any class and of any series of any such class of the stock of the
Corporation at any election of directors of the Corporation is hereby
prohibited.

                                  ARTICLE VII

                                   DURATION

         The Corporation shall have perpetual existence.

                                     -2-


                                 ARTICLE VIII

                          ARRANGEMENT WITH CREDITORS

         Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers
appointed for the Corporation under the provisions of Section 279 of Title 8
of the Delaware Code order a meeting of the creditors or class of creditors,
and/or the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequences of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

                                  ARTICLE IX

                 ELIMINATION OF CERTAIN LIABILITY OF DIRECTORS

         To the fullest extent permitted by the General Corporation Law of the
State of Delaware, as the same presently exists or may hereafter be amended, a
director of the Corporation shall not be 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 General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit. Any
repeal or modification of this Article VIII shall not adversely affect any
right or protection of a director of the Corporation with respect to any act
or omission occurring prior to such repeal of modification.

                                     -3-


                                   ARTICLE X

                                INDEMNIFICATION

         The Corporation shall indemnify and advance expenses to any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not by or in the right of the
Corporation) by reason of the fact that he is or was a director or officer of
the Corporation, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding to the fullest extent
permitted by the General Corporation Law as the same exists or may hereafter
be amended; provided, however, that the Corporation shall be required to
indemnify a director or officer in connection with a proceeding initiated by
such director or officer only if such action, suit or proceeding is authorized
by the Board of Directors of the Corporation.

                                  ARTICLE XI

                                 MISCELLANEOUS

         Election of directors need not be by written ballot. Any director or
the entire board of directors may be removed, with or without cause, by the
holders of a majority of the shares then entitled to vote at an election of
directors, except as otherwise provided by law. In furtherance and not in
limitation of the powers conferred by statue, the board of directors of the
Corporation is expressly authorized to make, alter or repeal the by-laws of
the Corporation.

                                  ARTICLE XII

                                 SEVERABILITY

         If any provisions contained in this Certificate of Incorporation
shall for any reason be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not invalidate the
entire Certificate of Incorporation or any other provisions hereof. Such
provision shall be deemed to be modified to the extent necessary to render it
valid and enforceable and if no such modification shall render it valid and
enforceable, then the Certificate of Incorporation shall be construed as if
not containing such provision.

                                      -4-








                                 ARTICLE XIII

                                 INCORPORATOR

         The name and address of the incorporator is as follows:

                                            Michael D. Cavalier, Esq.
                                            Akin, Gump, Hauer & Feld, L.L.P.
                                            4100 First City Center
                                            1700 Pacific Avenue
                                            Dallas, TX  75201

         IN WITNESS WHEREOF, the incorporator has executed this Certificate of
Incorporation on this the 21st day of August, 1992.

                                            INCORPORATOR

                                            /s/Michael D. Cavalier
                                            Michael D. Cavalier



                                      -5-





            CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                           AND OF REGISTERED AGENT



It is hereby certified that:

1. The name of the corporation (hereinafter called the "corporation") is

                           DIFEO PARTNERSHIP X, INC.

2. The registered office of the corporation within the State of Delaware is
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901,
County of Kent.

3. The registered agent of the corporation within the State of Delaware is
hereby changed to The Prentice-Hall Corporation System, Inc., the business
office of which is identical with the registered office of the corporation as
hereby changed.

4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.

Signed on 3/16, 1994





                                             /s/ E. P. Mager
                                             ------------------------------
                                             Ezra P. Mager, President



Attest:



/s/ Tambra S. King
- --------------------------------
Tambra S. King, Asst. Secretary

EX-3.161

                       AGREEMENT OF GENERAL PARTNERSHIP
                                      OF
                                  6725 AGENT

     This Agreement of General Partnership of 6725 Agent is entered into as of
December 29, 1992 among Scottsdale Jaguar, Ltd., an Arizona corporation ("SJ")
and 6725 Dealership, Ltd., an Arizona corporation ("Corporation").

         SECTION 1. DEFINITIONS; THE PARTNERSHIP

         1.1. Definitions. Capitalized words and phrases used in this
Agreement shall have the meanings set forth in Section 10.13 hereof.

         1.2. Formation. The Partners hereby form the Partnership as a general
partnership pursuant to the provisions of the Act and pursuant to the terms
and conditions set forth in this Agreement.

         1.3. Name. The name of the Partnership is 6725 Agent.

         1.4. Purpose. The purpose of the Partnership and the general
character of its business is to own real and personal property for investment
purposes and to engage in any and all other lawful ventures, and to engage in
any activities necessary, incidental or related to the foregoing business
purpose. The Partnership shall be a partnership only for the purpose specified
in this Section 1.4. Except as otherwise provided in this Agreement, the
Partnership shall not engage in any other activity or business and no Partner
shall have any authority to hold itself out as a general agent of another
Partner in any other business or activity.

         1.5. Office. The mailing address of the principal office of the
Partnership shall be 6725 East McDowell Road, Scottsdale, Arizona 85257, or at
such other location or locations as the Partners may from time to time
designate.

         1.6. Term. The term of the Partnership shall commence on the date
hereof and shall continue until December 31, 2032, unless the Partnership is
dissolved earlier as set forth in this Agreement. 

         SECTION 2. PERCENTAGE INTERESTS; CAPITAL CONTRIBUTIONS

         2.1. Percentage Interests. The Partners' Percentage Interests in the
Partnership shall be as follows: 



Percentage
Partner                    Interest
- ----------                 --------
SJ                            50%
Corporation                   50%


         2.2. Capital Contributions. The initial capital of the Partnership
consists of $1,000 cash and in the proportions to the Partners' Percentage
Interests set forth above.

         2.3. Additional Capital Contributions. Subject to the provisions of
Section 9.3, no Partner shall be obligated to make Capital Contributions to
the Partnership, unless all Partners agree in writing to such Capital
Contributions. No Partner shall have any personal liability for the repayment
of any other Partner's Capital Contributions.


         2.4. Partner Loans. Upon the approval of a Majority in Interest of
the Partners, any Partner may make loans ("Partner Loans") to the Partnership,
which shall be repaid on such reasonable terms and conditions as may be
approved by a majority in Interest of the partners. Notwithstanding the
foregoing, each Partner may elect to fund a pro rata share, based on the
Partner's Percentage Interest, of any Partner Loan approved by the Partners
pursuant to this Section 2.4. The approval of each Partner, including each
lending Partner, shall be take into account in determining whether a Partner
Loan has been approved by a Majority in Interest of the Partners. No Partner
shall be required to make a Partner Loan unless such partner has agreed in
writing to make such Partner Loan. 

         2.5. Limitations Pertaining to Capital Contributions. 

         (a) Return of Capital. Except as otherwise provided in this
Agreement, no Partner shall withdraw any Capital Contributions or any portion
of such Partner's Capital Account without the written consent of all other
Partners. Under circumstances requiring a return of capital, no Partner shall
have the right to receive property other than cash except as may be
specifically provided herein. 

         (b) No Interest or Salary. No Partner, including without limitation
the Managing Partner, shall receive any interest, salary or drawing with
respect to such partner's Capital Contributions or Capital Account or for
services rendered for on or behalf of the Partnership, except as otherwise
expressly provided in this Agreement. 

         (c) No Third Party Rights. Nothing contained in this Agreement is
intended or will be deemed to benefit any creditor of the Partnership and no
creditor of the Partnership will be entitled to require the Partners to
solicit additional Capital Contributions from any Partners. 


                                     -2-


         (d) Withdrawal. Except as provided in Section 8 hereof, no Partner
may voluntarily or involuntarily withdraw from the Partnership or terminate his 
or her interest therein without the prior written consent of all other
Partners. 

         SECTION 3. DISTRIBUTIONS

         3.1. Other Distributions. Except as otherwise provided in Section 5
hereof, distributions of Partnership cash or property shall be made to the
Partners in proportion to their Percentage Interests, at such time or times as
determined by a Majority in Interest of the Partners.

         SECTION 4. ALLOCATIONS

         4.1. Profits And Losses. After giving effect to the special
allocations set forth in Section 4.2 hereof, all Profits and Losses for any
fiscal year shall be allocated to the Partners in proportion to their
Percentage Interests.

         4.2. Regulatory and Curative Allocations. The allocations set forth
in Section 4.1 are intended to comply with the requirements of Regulations
Section 1.704-1(b) and 1.707-1T(b). If the Partnership incurs "nonrecourse
deductions" or "partner nonrecourse deductions," or if there is any change in
the Partnership's "minimum gain," as defined in such Regulations, the
allocation of Profits, Losses and items thereof to the Partners shall be
modified in a reasonable manner deemed necessary or advisable by a Majority in
Interest of the Partners, upon appropriate legal or tax advice, to comply with
such Regulations.

         SECTION 5. MANAGEMENT

         5.1. Managing Partner. By written unanimous approval of the Partners,
the Partners may appoint a managing Partner of the Partnership. The powers and
authority of the Managing Partner may be restricted, and the Managing Partner
may be removed and/or replaced, by written unanimous vote of the Partners. The
Partners hereby appoint Corporation as the Managing Partner of the
Partnership. The Managing Partner shall be responsible for the conduct and
management of the Partnership's affairs, for the day-to-day supervision of the
Partnership's business and for the maintenance of the Partnership books and
records. Unless otherwise agreed by a Majority in Interest of the Partners,
the Managing Partner shall not receive any compensation for acting as Managing
Partner.

         5.2. Joint Management Decisions. Except as otherwise provided in this
Agreement, all decisions relating to the conduct and management of the
partnership's affairs shall be made with the consent in writing of a Majority
in Interest of the Partners, which vote shall include the concurrence of the
Managing Partner. Upon receiving the required approval, the managing Partner,
or if


                                     -3-


none is then acting, any two Partners acting together may execute
documents or do any other act on behalf of the Partnership. Notwithstanding
anything to the contrary contained in this Agreement, no Partner shall perform
any of the following acts on behalf of the Partnership without the written
consent of a Majority in Interest of the Partners, which vote shall include
the concurrence of the Managing Partner: 

         (a) borrow or lend money to or from any Partner of third party; 

         (b) transfer, convey, lease, encumber or otherwise hypothecate any
personal property with a fair market value of in excess of $5,000 or any real
property or any interest therein; 

         (c) compromise or release any Partnership claim or debt; 

         (d) determine cash reserve requirements, invest Partnership funds
other than in deposits or investments insured by the United States government
or any instrumentality thereof, or make cash distributions to the Partners;

         (e) purchase or contract to purchase any personal property with a
fair market value or purchase price in excess of $5,000 or any real property
or interest therein; 

         (f) admit a new Partner or Partners to the Partnership, except as
provided in Section 8 hereof; 

         (g) obligate the Partnership or withdraw any money of the Partnership
in an amount in excess of $5,000; 

         (h) enter into any contract, agreement or arrangement which requires
payments to be made to any Partner or any affiliate of or Person related to a
Partner; 

         (i) seek partition of any Partnership property or do any act in
contravention of this Agreement or that would make it impossible to carry on
the ordinary business of the Partnership; or 

         (j) enter into any amendment, modification or supplement of any of the
foregoing. 

         Further notwithstanding anything to the contrary contained in this
Agreement, during such time as Corporation is the Managing Partner all
decisions relating to the conduct and management of the Partnership's affairs
shall be made by the Managing Partner acting alone and the Managing Partner
acting alone may execute documents or do any other act on behalf of the
Partnership, and the limitations set forth in the above clauses 




                                     -4-


(a) - (j), inclusive, shall not be applicable to the Managing Partner when the 
Managing Partners is Corporation.

         5.3. Partnership Real Estate. Any real property owned by the
Partnership may be occupied rent free by any Partner with the consent of a
Majority in Interest of the Partners.

         SECTION 6. BOOKS AND RECORDS 

         6.1. Books and Records. The Partnership shall keep adequate books and
records at its place of business, setting forth a true and accurate account of
all business transactions arising out of and in connection with the conduct of
the Partnership. Any Partner or its designated representative shall have the
right, at any reasonable time, to have access to and to inspect, copy and
audit the contents of such books or records. 

         6.2. Tax Matters. Necessary tax information shall be delivered to
each Partner after the end of each fiscal year of the Partnership. Corporation
shall be the "Tax Matters Partner" pursuant to the Code and shall coordinate
with the Partnership's accountants the preparation of tax information and tax
returns relating to the Partnership. 

         SECTION 7. AMENDMENTS

         7.1. Amendments. This Agreement may not be amended, except by a
written instrument signed by all of the Partners. 

         SECTION 8. TRANSFER OF PARTNERSHIP INTERESTS

         8.1. Restriction on Transfers. Except as expressly permitted by this
Section 8, no Partner shall voluntarily or involuntarily transfer, sell,
pledge, hypothecate, assign or otherwise dispose of all or any part of his or
her interest in the Partnership. 

         8.2. Permitted Transfers. The following transfers or assignments of
all or any part of a Partner's Partnership interest shall be permitted,
notwithstanding the limitations of Section 8.1 (with any recipient of a
Partnership interest pursuant to a transfer or assignment permitted hereunder
being referred to hereinafter as a "Permitted Transferee"): 

         (a) Any transfer or assignment to (i) any other Partner, or (ii) any
trust of which any Partner is a primary beneficiary; 

         (b) Any transfer or assignment to the personal representative of a
Partner as a result of the death of such Partner; or 


                                     -5-


         (c) Any transfer or assignment by the personal representative of a
deceased Partner to the legal successors of such Partner's estate.

         8.3. Effect of Transfer.

         (a) Prohibited Transfers. Any purported transfer, sale, pledge,
hypothecation, assignment or disposition of a Partnership interest in
violation of this Agreement shall be void and shall not constitute a
dissolution of the Partnership.

         (b) Permitted Transfer. The following shall occur upon any transfer
or assignment of a Partnership interest permitted under Section 8.2:

                  (i) The Partnership's business shall continue without winding
         up, in accordance with the terms and conditions of this Agreement. To
         the extent there is a "dissolution" of the Partnership, within the
         meaning of Act, as a result of such transfer or assignment, the
         partnership continued hereunder shall be deemed to be a new
         partnership. Each Partner hereby expressly consents to be the
         continuation of the Partnership and, if applicable, to the formation
         of a new partnership as herein provided.

                  (ii) Upon executing an acknowledgment that he or she agrees to
         be bound by this Agreement, each Permitted Transferee shall
         automatically be admitted as a Partner in the Partnership (or in the
         new partnership deemed to come into existence under Section
         8.39b) (i)), without any further action or approval being required of
         any other Partner at the time of the applicable transfer or assignment.

         (c) Further Assurances. Each Partner hereby agrees to execute such
acknowledgments, consents, amendments or agreements as are necessary or
appropriate to accomplish the intent and purpose of Section 8.3(b); provided
that the failure of any Partner to execute such acknowledgments, consents,
amendments or agreements shall not affect the status of the Partnership as a
continuing or new partnership, or the status of a Permitted Transferee as a
Partner therein. 

         SECTION 9. DISSOLUTION AND WINDING UP

         9.1. Dissolution. The Partnership shall dissolve upon the first to
occur of any of the following events: 

         (a) The expiration of the term of the Partnership; 

         (b) The election by a Majority in Interest of the Partners to
dissolve the Partnership, which election shall include the concurrence of the
then acting Managing Partner, if any; 


                                     -6-


         (c) Subject to the provisions of Section 8, the dissolution of the
Partnership within the meaning of the Act.

         9.2. Winding Up. Subject to the provisions of Section 8, upon a
dissolution of the Partnership, the Partners shall take full account of the
Partnership's liabilities and property and the Partnership's property may be
distributed in kind or liquidated as promptly as is consistent with obtaining
the fair value thereof, or partly distributed in kind and partly liquidated.
Whether fully or partly liquidated, during such period of liquidation, the
business and affairs of the Partnership shall continue to be governed by the
provisions of this Agreement, and all matters pertaining to such dissolution
shall be determined or undertaken pursuant to the written approval of a
Majority in Interest of the Partners. Any proceeds from liquidation of the
Partnership's property, to the extent sufficient therefor, shall be applied
and distributed in the following order: 

         (a) To the payment and discharge of all of the Partnership's debts
and liabilities (other than those to the Partners), including the
establishment of any necessary reserve; 

         (b) To the Partners in proportion to the amounts of principal and
accrued but unpaid interest on their respective Partner Loans, until all
principal and accrued but unpaid interest on such Partner Loans are repaid in
full; and 

         (c) To the Partners and in accordance with their Capital Accounts.

         9.3. Compliance With Timing Requirements of Regulations. If, upon
liquidation of the Partnership, any Partner has a deficit balance in his or
her Capital Account (after giving effect to all contributions, distributions
and allocations for all taxable years, including the year during which such
liquidation occurs), such Partner shall contribute to the capital of the
Partnership the amount necessary to restore such deficit balance to zero in
compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(3). 

         9.4. Rights of Partners. Except as otherwise provided in this
Agreement, the Partners shall look solely to the assets of the Partnership for
the return of their Capital Contributions and shall have no right or power to
demand or receive property other than cash from the Partnership. 

         SECTION 10. MISCELLANEOUS 

         10.1. Notices. Any notice, payment, demand or communication required
or permitted to be given by any provision of this Agreement shall be in
writing and shall be delivered personally to the Person or to an officer of
the Person to whom the same is directed, or sent by regular, registered or
certified 

                                     -7-


mail, return receipt requested, addressed as follows: if to the
Partnership, to the Partnership at the address set forth in Section 1.5
hereof, with a copy thereof to the Managing Partner, or to such other address
as the Partnership may from time to time specify by notice to the Partners in
accordance with this Section 10.1, or, if to a Partner, to such Partner at the
address for such Partner set forth below the Partner's signature on the
signature pages to this Agreement, or to such other address as the Partner may
from time to time specify by notice to the Partnership in accordance with this
Section 10.1. Any such notice shall be deemed to be delivered, given and
received for all purposes as of the date so delivered, if delivered personally
or if sent by regular mail, or as of the date delivered personally or if sent
by regular mail, or as of the date on which the same was deposited in a
regularly maintained receptacle for the deposit of United States mail, if sent
by registered or certified mail, postage and charges prepaid. 

         10.2. Binding Effect. Except as otherwise provided in this Agreement,
every covenant, term and provision of this Agreement shall be binding upon and
inure to the benefit of the Partners and their respective heirs, legatees,
legal representatives, successors, transferees and assigns. 

         10.3. Construction. Every covenant, term and provision of this
Agreement shall be construed simply according to its fair meaning and not
strictly for or against any Partner. 

         10.4. Time. Time is of the essence with respect to this Agreement.

         10.5. Headings. Section and other headings contained in this
Agreement are for reference purposes only and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Agreement or
any provision hereof. 

         10.6. Severability. Every provision of this Agreement is intended to
be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the validity
or legality of the remainder of this Agreement. 

         10.7. Incorporation by Reference. Every exhibit, schedule and other
appendix attached to this Agreement and referred to herein is hereby
incorporated in this Agreement by reference. 

         10.8. Additional Documents. Each Partner, upon the request of any
other Partner, agrees to perform all further acts and execute, acknowledge and
deliver any documents which may be reasonably necessary, appropriate or
desirable to carry out the provisions of this Agreement. 


                                     -8-


         10.9. Variation of Pronouns. All pronouns and any variations thereof
shall be deemed to refer to masculine, feminine or neuter, singular or plural,
as the identity of the person or Persons may require. 

         10.10. Arizona Law. The laws of the State of Arizona shall govern the
validity of this Agreement, the construction of its terms, and the
interpretation of the rights and duties of the Partners. 

         10.11. Waiver of Action for Partition. Each of the Partners
irrevocably waives any right that he may have to maintain any action for
partition with respect to any of the Partnership's property. 

         10.12. Counterpart Execution. This Agreement may be executed in any
number of counterparts with the same effect as if all of the Partners had
signed the same document. All counterparts shall be construed together and
shall constitute one agreement. 

         10.13. Glossary. For purposes of this Agreement, the following terms
shall have the meanings specified in this Section 10.13: 

         "Act" means the Arizona Uniform Partnership Act, as set forth in
A.R.S. S 29-201 et seq., as amended from time to time (or any corresponding
provisions of succeeding law). 

         "Agreement" means this Agreement of General Partnership of 6725
Agent, as amended from time to time. Words such as "herein," "hereinafter,"
"hereof," "hereto" and "hereunder," refer to this Agreement as a whole, unless
the context otherwise requires. 

         "Capital Account" means, with respect to any Partner, the Capital
Account maintained for such Partner in accordance with the following
provisions: (i) to each Partner's Capital Account there shall be credited such
Partner's Capital Contributions and such Partner's distributive share of
Profits and of any items in the nature of income or gain which are specially
allocated pursuant to Section 4.2 hereof, and (ii) to each Partner's Capital
Account there shall be debited the amount of cash and the net fair market
value of any Partnership property distributed to such Partner pursuant to any
provision of this Agreement and such Partners distributive share of Losses and
of any items in the nature of expenses or losses which are specially allocated
pursuant to Section 4.2 hereof. If any interest in the Partnership is
transferred in accordance with the terms of this Agreement, the transferee
shall succeed to the Capital Account of the transferor to the extent it
relates to the transferred interest. The foregoing provisions and the other
provisions of this Agreement relating to the maintenance of Capital Accounts
are intended to comply with Regulations Sections 1.704-1(b) and 


                                     -9-


1.704-T(b), and shall be interpreted and applied in a manner consistent with
such Regulations. If the Partners shall determine that it is prudent to modify
the manner in which the Capital Accounts, or any debits or credits thereto are
computed in order to comply with such Regulations, the Partners may make such
modification, provided that it is not likely to have a material effect on the
amounts distributable to any Partner pursuant to Section 9 hereof upon the
dissolution of the Partnership. The Partners also shall make any appropriate
modifications if unanticipated events might otherwise cause this Agreement not
to comply with Regulations Section 1.704-1(b) or 1.704-1T(b). 

         "Capital Contribution" means, with respect to any Partner, the amount
of money and the net fair market value of any property (other than money)
contributed to the Partnership by such Partner. 

         "Code" means the Internal Revenue Code of 1986, as amended from time
to time (or any corresponding provisions of succeeding law). 

         "Majority in Interest of the Partners" means Partners who own in the
aggregate more than 50 percent of the total Percentage Interests held by all
Partners. 

         "Managing Partner" means the Person or Persons designated from time
to time as Managing Partner pursuant to Section 5.1 hereof. 

         "Net Cash Flow" means the gross cash proceeds to the Partnership from
all sources, less the portion thereof used to pay or establish reserves for
Partnership expenses, debt payments, capital improvements, replacements and
contingencies, all as determined by the Partners. 

         "Partner Loan" has the meaning given that term in Section 2.4 hereof.

         "Partner" means any Person identified as a Partner in the first
paragraph of this Agreement and any other Person admitted as a Partner
pursuant to Section 8 hereof or pursuant to an amendment adopted in accordance
with Section 7 hereof. "Partners" means all such Persons. 

         "Partnership" means this partnership and any partnership continuing
the business of this Partnership in the event of dissolution as herein
provided. 

         "Percentage Interest" means the Partners' interests, expressed as a
percentage, in certain Profits, Losses and distributions of the Partnership as
provided for in this Agreement. The Partners' Percentage Interests are set
forth opposite their names in Section 2.1 hereof. 


                                     -10-


         "Permitted Transferee" has the meaning given that term in Section 8.2
hereof.

         "Person" means any individual, partnership, corporation, trust or
other entity. 

         "Profits" and "Losses" means, for each fiscal year or other period,
an amount equal to the Partnership's taxable income or loss for such year or
period, determined in accordance with Code Section 703(a), reduced by any
items of income or gain subject to special allocation pursuant to Section 4.2
hereof, and otherwise adjusted by the Partners to comply with Regulation
Section 1.704-1(b) and 1.704-1T(b). 

         "Regulations" means the Income Tax Regulations promulgated under the
Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).

         IN WITNESS WHEREOF, the parties have entered into this Agreement of
General Partnership of 6725 Agent as of the date first above written.



                                               Scottsdale Jaguar, Ltd.
 
                                               By 
                                                  --------------------------
                                                  Its 
                                                      ----------------------

                                               6725 Dealership, Ltd.

                                               By
                                                  --------------------------
                                                  Its 
                                                      ----------------------




                                     -11-







When Recorded Hold For:
Fennemore Craig
Two North Central Avenue
Suite 2200
Phoenix, AZ  85004-2390
Attn: William T. Boutell, Jr.

                            CERTIFICATE OF GENERAL
                               PARTNERSHIP AND
                        FICTITIOUS NAME OF 6725 AGENT

         The attached Certificate is hereby executed to be presented for
recording with the County Recorder of Maricopa County, Arizona, by the parties
hereto consisting of: 

               SCOTTSDALE JAGUAR, LTD., an Arizona corporation

                                     and

                6725 DEALERSHIP, LTD., an Arizona corporation











                      CERTIFICATE OF GENERAL PARTNERSHIP
                            AND FICTITIOUS NAME OF
                                  6725 AGENT

         Pursuant to Section 29-201 et seq., Arizona Revised Statutes, the
undersigned have formed an Arizona general partnership having the name of 6725
Agent. The principal place of business of the Partnership is in the County of
Maricopa, State of Arizona. In accordance with Section 29-102, Arizona Revised
Statutes, the names and addresses of the partners are:


        Name                              Address
        ----                              -------

Scottsdale Jaguar, Ltd.,         6725 East McDowell Road
an Arizona corporation           Scottsdale, AZ  85257  
                                 
6725 Dealership, Ltd.,           6725 East McDowell Road
an Arizona corporation           Scottsdale, AZ 85257   
                                 

         The right to act on behalf of the Partnership and to sign the
Partnership name to assignments, deeds, bills of sale, promissory notes, trust
deeds, mortgages, leases, conveyances, stock powers, proxies, checks, savings
withdrawals, affidavits, agreements, dividend and interest orders, income tax
returns, receipts, releases, depository agreements, agreements for rental and
access to safety deposit boxes and all other documents which may be convenient
or necessary to the conduct of the Partnership business, is vested in and may
be exercised by 6725 Dealership, Ltd., acting alone, as Managing Partner. 

         The foregoing right to act and sign on behalf of and to bind the
Partnership shall continue until a new Certificate signed by all of the
partners has been recorded in the same office as this Certificate appears of
record. The Partnership shall continue until a new Certificate signed by all
of the partners has been recorded in the same office as this Certificate
appears record. 

         IN WITNESS WHEREOF, the parties have entered into this Certificate of
General Partnership and Fictitious Name of 6725 Agent this 29 day of December,
1992. 


                                                 Scottsdale Jaguar, Ltd.

                                                 By
                                                   ----------------------
                                                   Its
                                                      -------------------

                                                 6725 Dealership, Ltd.

                                                 By
                                                   ----------------------
                                                   Its
                                                      -------------------









STATE OF ARIZONA   )
                   )  ss.
County of Maricopa )

         This instrument was acknowledged before me this    day of December,
1992, by                            , in his capacity as
                            , on behalf of Scottsdale Jaguar, Ltd., an Arizona
corporation.


                                           ----------------------------
                                           Notary Public


My Commission Expires:






STATE OF ARIZONA   )
                   )  ss.
County of Maricopa )

         This instrument was acknowledged before me this    day of December,
1992, by                            , in his capacity as
                            , on behalf of Scottsdale Jaguar, Ltd., an Arizona
corporation.


                                                 ------------------------------
                                                 Notary Public


My Commission Expires:












                       FIRST AMENDMENT OF AGREEMENT OF
                             GENERAL PARTNERSHIP
                                     6725

         This First Amendment to Agreement of General Partnership of 6725
Agent (the "First Amendment") is entered into this ___ day of October, 1996
among Scottsdale Audi, Ltd., an Arizona corporation ("Audi") as assignee of
Scottsdale Jaguar, Ltd. ("Jaguar") and SK Motors, Ltd., an Arizona corporation
("SK") as assignee of 6725 Dealership, Ltd. ("Dealership") and amends the
Agreement of General Partnership 6725 Agent dated as of December 29, 1992 (the
"Partnership Agreement"). 

         WHEREAS, on even date herewith Jaguar conveyed its interest as
Partner under the partnership to Audi and Dealership conveyed its interest as
Partner to SK; 

         WHEREAS, SK & Audi desire to amend the Partnership Agreement. 

         NOW THEREFORE, the terms of the Partnership Agreement are amended as
follows: 

         1. All capitalized terms not defined herein shall have the meaning
set forth in the Partnership Agreement. 

         2. Section 2.1 is amended to provide that both SK and Audi have a 50%
Partner Percentage Interest in the Partnership. 

         3. Section 5.1 is amended to provide that Audi is the Managing
Partner. 

         4. Audi and SK, as the sole partners, agree to refinancing (the
"Loan") of that certain Promissory Note in the original principal amount of
Four Million Nine Hundred Thirty-One Thousand and NO/100 ($4,931,000.00) made
by Scottsdale Jaguar, Ltd. in favor of Bank of America Arizona ("BOA") dated
December 30, 1993 and that certain Promissory Note in the original amount of
One Million Four Hundred Nine Thousand and NO/100 Dollars ($1,409,000.00) made
by Scottsdale Jaguar in favor of BOA (collectively, the "6725 Notes"). The
6725 Notes are secured by that certain Amended and Restated Deed of Trust
recorded in Document #93-0923231 and that certain Amended and Restated Deed of
Trust recorded in Document #93-0923232, and related UCC Financing Statement,
as assumed by 6725 Agent in Assumption Agreement Without Release recorded in
Document #93-0923234, all of the Official Records of Maricopa County, Arizona
(collectively, the "6725 Deeds of the Official Records of Maricopa County,
Arizona (collectively, the "6725 Deeds of Trust"). The Managing Partner is
authorized to execute and all documents necessary for such Loan and any
guarantee necessary in connection with the Loan. 





         5. Audi and SK, as the sole partners, agree that each of them may
occupy the Premises rent free until otherwise agreed hereunder. Audi and SK
further agree to enter into a Lease with Jaguar for the non-exclusive use of
the Premises. The Managing Partner is authorized to enter into and execute
such Lease. 

         6. The assignment of partnership interest hereunder by Jaguar and
Dealership to Audi and SK respectively is approved and is deemed a Permitted
Transfer. The partnership continues in full force and effect and has not been
dissolved. 

         7. The Managing Partner is authorized to prepare and record if
necessary a Certificate of General Partnership reflecting the names of the
general partners hereunder.

         IN WITNESS WHEREOF, the undersigned has executed this First Amendment
this __ day of October, 1996. 



SCOTTSDALE AUDI, LTD.                         SK MOTORS, LTD.

By:                                           By:
   ----------------------                        --------------------------
                                              Name:
                                                   ------------------------
Print Name:                                   As:
           -----------------                     --------------------------


                                     -2-

EX-5.1

November __, 1997


United Auto Group, Inc.
375 Park Avenue, 11th Floor
New York, New York  10152

     
Re:  $150,000,000 11% Senior Subordinated Notes Due 2007
     Exchange Offer Registration Statement (No. 333-35907)
     -----------------------------------------------------


Ladies and Gentlemen:

We have acted as counsel for United Auto Group, Inc., a Delaware corporation
(the "Issuer") and the subsidiaries listed on the cover page of the
Registration Statement (as defined below)(the "Subsidiary Guarantors") in
connection with the filing by the Issuer and the Subsidiary Guarantors of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") registering under the
Securities Act of 1933, as amended (the "Securities Act"), an aggregate
principal amount of $150,000,000 of the Issuer's 11% Senior Subordinated Notes
due 2007 (the "New Notes") offered in exchange for a like principal amount of
the Issuer's outstanding 11% Senior Subordinated Notes due 2007 (the "Old
Notes"). The New Notes and the Guarantees thereof by the Subsidiary Guarantors
(the "Guarantees") are to be issued pursuant to an indenture dated as of July
23, 1997 (the "Indenture"), among the Issuers, the Subsidiary Guarantors and
The Bank of New York, as trustee (the "Trustee"). Capitalized terms used herein
and not otherwise defined herein have the meanings ascribed thereto in the
Indenture.

We have examined originals, or copies certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments as we
have deemed necessary or appropriate for the purpose of rendering this opinion,
including the Indenture, the Registration Rights Agreement, dated as of July
23, 1997



United Auto Group, Inc.
November __, 1997
Page 2


(the "Registration Rights Agreement"), among the Company and the initial
purchasers named therein, the form of the New Notes and the Registration
Statement.

In rendering the opinions contained herein, we have assumed (a) the due
authorization, execution and delivery of each of the Indenture, the
Registration Rights Agreement and the New Notes by each of the parties thereto,
(b) that each such party has the legal power to act in the respective capacity
or capacities in which it is to act thereunder, (c) the authenticity of all
documents submitted to us as originals, (d) the conformity to the original
documents of all documents submitted to us as copies and (e) the genuineness of
all signatures on all documents submitted to us.

Based on the foregoing, we are of the opinion that (i) the New Notes, when duly
executed and authenticated in accordance with the provisions of the Indenture
and delivered in exchange for the Old Notes pursuant to the Registration Rights
Agreement, will constitute valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with their terms (subject in each
case to applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and other similar laws affecting creditors' rights
generally and to general principles of equity, including, without limitation,
concepts of materiality, reasonableness, good faith and fair dealing,
regardless of whether considered in a proceeding in equity or at law); and (ii)
the Guarantees, upon the due execution and authentication of the New Notes with
the Guarantees endorsed thereon in accordance with the provisions of the
Indenture and when the New Notes with the Guarantees endorsed thereon are
delivered in exchange for the Old Notes pursuant to the Registration Rights
Agreement, will constitute valid and binding obligations of the Subsidiary
Guarantors enforceable against the Subsidiary Guarantors in accordance with
their terms (subject in each case to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws
affecting creditors' rights generally and to general principles of equity,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether considered in a proceeding in
equity of at law).

We do not express any opinion with respect to matters governed by any laws
other than the laws of the State of New York and the federal laws of the United
States of America.



United Auto Group, Inc.
November __, 1997
Page 3


We are aware that we are referred to as counsel who has passed upon the
legality of the issuance of the New Notes and the Guarantees on behalf of the
Company in the Registration Statement filed with the Commission, and we hereby
consent to such use of our name in said Registration Statement and to the
filing of this opinion with said Registration Statement as Exhibit 5.1 thereto.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations promulgated thereunder.

Very truly yours,

EX-21.1

                            UNITED AUTO GROUP, INC.

                             LIST OF SUBSIDIARIES



                                                      STATE OF INCORPORATION OR
                                                      ORGANIZATION
United AutoCare, Inc.                                 Delaware
United AutoCare Products, Inc.                        Delaware
UAG Capital Management, Inc.                          Delaware
UAG Finance Company, Inc.                             Delaware

DIFEO DIVISION
DiFeo Partnership, Inc.                               Delaware
DiFeo Partnership RCT, Inc.                           Delaware
DiFeo Partnership RCM, Inc.                           Delaware
DiFeo Partnership HCT, Inc.                           Delaware
DiFeo Partnership SCT, Inc.                           Delaware
DiFeo Partnership VIII, Inc.                          Delaware
DiFeo Partnership IX, Inc.                            Delaware
DiFeo Partnership X, Inc.                             Delaware
Hudson Toyota, Inc.                                   New Jersey
Somerset Motors, Inc.                                 New Jersey
UAG Northeast, Inc.                                   Delaware
UAG Northeast (NY), Inc.                              New York
Fair Hyundai Partnership                              New Jersey
Fair Chevrolet-Geo Partnership                        New Jersey
Danbury Auto Partnership                              New Jersey
Danbury Chrysler Plymouth Partnership                 New Jersey
Hudson Motors Partnership                             New Jersey
DiFeo Hyundai Partnership                             New Jersey
J&F Oldsmobile Partnership                            New Jersey
DiFeo Nissan Partnership                              New Jersey
DiFeo Chevrolet-Geo Partnership                       New Jersey
DiFeo Chrysler Plymouth Jeep Eagle Partnership        New Jersey
OCT Partnership                                       New Jersey
OCM Partnership                                       New Jersey
Somerset Motors Partnership                           New Jersey
DiFeo BMW Partnership                                 New Jersey
County Auto Group Partnership                         New Jersey
Rockland Motors Partnership                           New Jersey
DiFeo Leasing Partnership                             New Jersey

ARIZONA
UAG West, Inc.                                        Delaware
6725 Dealership, Ltd.                                 Arizona
6725 Agent Partnership                                Arizona
SA Automotive, Ltd.                                   Arizona
SL Automotive, Ltd.                                   Arizona



                                                      STATE OF INCORPORATION OR
                                                      ORGANIZATION
SPA Automotive, Ltd.                                  Arizona
LRP, Ltd.                                             Arizona
Sun BMW, Ltd.                                         Arizona
Scottsdale Management Group, Ltd.                     Arizona
SK Motors, Ltd.                                       Arizona
Scottsdale Audi, Ltd.                                 Arizona

ARKANSAS
United Landers, Inc.                                  Delaware
Landers Auto Sales, Inc.                              Arkansas
Landers Buick-Pontiac, Inc.                           Arkansas
Landers United Auto Group, Inc.                       Arkansas
Landers United Auto Group No. 2, Inc.                 Arkansas
Landers United Auto Group No. 3, Inc.                 Arkansas
Landers United Auto Group No. 4, Inc.                 Arkansas

FLORIDA
Auto Mall Payroll Services, Inc.                      Florida
Auto Mall Storage, Inc.                               Florida
Florida Chrysler Plymouth, Inc.                       Florida
Northlake Auto Finish, Inc.                           Florida
Palm Auto Plaza, Inc.                                 Florida
West Palm Auto Mall, Inc.                             Florida
West Palm Infiniti, Inc.                              Florida
West Palm Nissan, Inc.                                Florida

GEORGIA
UAG Atlanta, Inc.                                     Delaware
Atlanta Toyota, Inc.                                  Texas
UAG Atlanta II, Inc.                                  Delaware
United Nissan, Inc.                                   Georgia
         (formerly named Steve Rayman Nissan, Inc.)
UAG Atlanta III, Inc.                                 Delaware
Peachtree Nissan, Inc.                                Georgia
         (formerly named Hickman Nissan, Inc.)
UAG Atlanta IV, Inc.                                  Delaware
UAG Atlanta IV Motors, Inc.                           Georgia
         (formerly named Charles Evans BMW, Inc.)
UAG Atlanta V, Inc.                                   Delaware
Conyers Nissan, Inc.                                  Georgia
         (formerly named Charles Evans Nissan, Inc.)
UAG Atlanta VI, Inc.                                  Delaware
United Jeep Eagle Chrysler Plymouth                   Delaware
         of Stone Mountain, Inc.

                                -2-



                                                      STATE OF INCORPORATION OR
                                                      ORGANIZATION
LOUISANA
UnitedAuto Dodge of Shreveport, Inc.                  Delaware

NEVADA
UAG Nevada, Inc.                                      Delaware
United Nissan, Inc. (NV)                              Nevada

NEW YORK
UAG East, Inc.                                        Delaware
Amity Auto Plaza, Ltd.                                New York
Amity Nissan of Massapequa, Ltd.                      New York
J&S Auto Refinishing, Ltd.                            New York
Westbury Nissan, Ltd.                                 New York
Westbury Superstore, Ltd.                             New York

NORTH CAROLINA
UAG Carolina, Inc.                                    Delaware
Reed Lallier Chevrolet, Inc.                          North Carolina

SOUTH CAROLINA
Gene Reed Chevrolet, Inc.                             South Carolina
Michael Chevrolet-Oldsmobile, Inc.                    South Carolina

TENNESSEE
UAG Tennessee, Inc.                                   Delaware
United Nissan, Inc.                                   Tennessee
         (formerly named Standefer Nissan, Inc.)

TEXAS
UAG Texas, Inc.                                       Delaware
UAG Texas II, Inc.                                    Delaware
Shannon Automotive, Ltd.                              Texas

FINANCE DIVISION
Atlantic Auto Finance Corporation                     Delaware
Atlantic Auto Funding Corporation                     Delaware
Atlantic Auto Second Funding Corporation              Delaware
Atlantic Auto Third Funding Corporation               Delaware

                                -3-

EX-23.1.1

                        CONSENT OF INDEPENDENT ACCOUNTS


We consent to the inclusion in this registration statement on Form S-4 of our
report dated February 25, 1997, on our audits of the financial statements of
United Auto Group, Inc. We also consent to the reference to our firm under the
caption "Experts".



/s/ Coopers & Lybrand L.L.P.
Princeton, New Jersey
November 20, 1997

EX-23.1.2

                        CONSENT OF INDEPENDENT ACCOUNTS


We consent to the inclusion in this registration statement on Form S-4 of our
report dated June 13, 1997, on our audits of the financial statements of Gene
Reed Automotive Group. We also consent to the reference to our firm under the
caption "Experts".



/s/ Coopers & Lybrand L.L.P.
Princeton, New Jersey
November 20, 1997

EX-23.1.3

                        CONSENT OF INDEPENDENT ACCOUNTS


We consent to the inclusion in this registration statement on Form S-4 of our
report dated June 20, 1997, on our audits of the financial statements of Gary
Hanna Nissan, Inc. We also consent to the reference to our firm under the
caption "Experts".



/s/ Coopers & Lybrand L.L.P.
Princeton, New Jersey
November 20, 1997

EX-23.1.4

                        CONSENT OF INDEPENDENT ACCOUNTS


We consent to the inclusion in this registration statement on Form S-4 of our
report dated June 6, 1997, on our audits of the financial statements of The
Staluppi Automotive Group. We also consent to the reference to our firm under
the caption "Experts".



/s/ Coopers & Lybrand L.L.P.
Princeton, New Jersey
November 20, 1997

EX-23.1.5

                        CONSENT OF INDEPENDENT ACCOUNTS


We consent to the inclusion in this registration statement on Form S-4 of our
report dated March 25, 1997, on our audits of the financial statements of
Shannon Automotive Ltd. We also consent to the reference to our firm under the
caption "Experts".



/s/ Coopers & Lybrand L.L.P.
Princeton, New Jersey
November 20, 1997

EX-25.1

                                                                 CONFORMED COPY
===============================================================================

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) |__|



                              THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)

        New York                                                  13-5160382
  (State of incorporation                                     (I.R.S. employer
if not a U.S. national bank)                                identification no.)

     48 Wall Street, New York, N.Y.                               10286
(Address of principal executive offices)                       (Zip code)



                            UNITED AUTO GROUP, INC.
              (Exact name of obligor as specified in its charter)

            Delaware                                            22-3086739
(State or other jurisdiction of                              (I.R.S. employer
 incorporation or organization)                             identification no.)

                            TABLE OF CO-REGISTRANTS

UAG Northeast, Inc.                 Delaware                    13-3914604
UAG Northeast (NY), Inc.            New York                    13-3915001
DiFeo Partnership, Inc.             Delaware                    22-3145559
DiFeo Partnership VIII, Inc.        Delaware                    22-3187703
DiFeo Partnership IX, Inc.          Delaware                    22-3187702
DiFeo Partnership HCT, Inc.         Delaware                    22-3187710
DiFeo Partnership RCM, Inc.         Delaware                    22-3187707
DiFeo Partnership RCT, Inc.         Delaware                    22-3187709
DiFeo Partnership SCT, Inc.         Delaware                    22-3187705
Hudson Toyota, Inc.                 New Jersey                  22-1919268
Somerset Motors, Inc.               New Jersey                  22-2986160
County Auto Group Partnership       New Jersey                  13-3678489
Danbury Auto Partnership            New Jersey                  06-1349205
Danbury Chrysler Plymouth           New Jersey                  06-1359706
 Partnership
DiFeo BMW Partnership               New Jersey                  22-3186285
DiFeo Chevrolet-Geo Partnership     New Jersey                  22-3186253
DiFeo Chrysler Plymouth Jeep        New Jersey                  22-3186252
 Eagle Partnership



DiFeo Hyundai Partnership           New Jersey                  22-3186280
DiFeo Leasing Partnership           New Jersey                  22-3193493
DiFeo Nissan Partnership            New Jersey                  22-3186257
Fair Chevrolet-Geo Partnership      New Jersey                  06-1349192
Fair Hyundai Partnership            New Jersey                  06-1349181
Hudson Motors Partnership           New Jersey                  22-3186282
J&F Oldsmobile Partnership          New Jersey                  22-3186266
OCM Partnership                     New Jersey                  22-3248309
OCT Partnership                     New Jersey                  22-3248308
Rockland Motors Partnership         New Jersey                  13-3678488
Somerset Motors Partnership         New Jersey                  22-3186283
United Landers, Inc.                Delaware                    13-3860266
Landers Auto Sales, Inc.            Arkansas                    71-0463494
Landers Buick-Pontiac, Inc.         Arkansas                    71-0765000
Landers United Auto Group, Inc.     Arkansas                    71-0784996
Landers United Auto Group           Arkansas                    71-0796323
 No. 2, Inc.
Landers United Auto Group           Arkansas                    71-0792693
 No. 3, Inc.
Landers United Auto Group           Arkansas                    71-0799357
 No. 4, Inc.
UAG Atlanta, Inc.                   Delaware                    13-3865530
Atlanta Toyota, Inc.                Texas                       58-1786146
UAG Atlanta II, Inc.                Delaware                    22-3439248
United Nissan, Inc.                 Georgia                     58-2038392
UAG Atlanta III, Inc.               Delaware                    13-3914606
Peachtree Nissan, Inc.              Georgia                     58-1273321
UAG West, Inc.                      Delaware                    13-3914611
LRP, Ltd.                           Arizona                     86-0805727
SA Automotive, Ltd.                 Arizona                     86-0583813
SL Automotive, Ltd.                 Arizona                     86-0610228
Scottsdale Audi, Ltd.               Arizona                     86-0839423
Scottsdale Management               Arizona                     86-0573438
 Group, Ltd.
SK Motors, Ltd.                     Arizona                     86-0839422
SPA Automotive, Ltd.                Arizona                     86-0389559
Sun BMW, Ltd.                       Arizona                     86-0782655
UAG Atlanta IV, Inc.                Delaware                    13-3914607
UAG Atlanta IV Motors, Inc.         Georgia                     58-1092076
UAG Atlanta V, Inc.                 Delaware                    13-3914609
Conyers Nissan, Inc.                Georgia                     58-1286561
UAG Tennessee, Inc.                 Delaware                    13-3914610
United Nissan, Inc.                 Tennessee                   62-0790848
UAG Texas, Inc.                     Delaware                    13-3933080
UAG Texas II, Inc.                  Delaware                    13-3933083
Shannon Automotive, Ltd.            Texas                       76-0528837
UAG Nevada, Inc.                    Delaware                    13-394-3658
United Nissan, Inc.                 Nevada                      88-0166773
UAG East, Inc.                      Delaware                    13-394-4970
Amity Auto Plaza, Ltd.              New York                    11-294-0031
Amity Nissan of Massapequa,         New York                    11-2428171
 Ltd.
Auto Mall Payroll Services,         Florida                     65-0168491
 Inc.
Auto Mall Storage, Inc.             Florida                     65-0733691
Florida Chrysler Plymouth,          Florida                     59-2676162
 Inc.

                                      -2-


J&S Auto Refinishing, Ltd.          New York                    11-3266285
Northlake Auto Finish, Inc.         Florida                     65-0069290
Palm Auto Plaza, Inc.               Florida                     65-0224472
West Palm Auto Mall, Inc.           Florida                     65-0050208
West Palm Infiniti, Inc.            Florida                     65-0132666
West Palm Nissan, Inc.              Florida                     59-2664962
Westbury Nissan, Ltd.               New York                    11-304-9910
Westbury Superstore, Ltd.           New York                    11-298-3989
UAG Carolina, Inc.                  Delaware                    13-3959601
Gene Reed Chevrolet, Inc.           South Carolina              57-0714181
Michael Chevrolet-Oldsmobile,       South Carolina              57-0917132
 Inc.
Reed Lallier Chevrolet, Inc.        North Carolina              56-1632500
UAG Atlanta VI, Inc.                Delaware                    13-3960863
United Jeep Eagle Chrysler          Georgia                     58-1859444
Plymouth of Stone Mountain, Inc.
United Auto Dodge of Shreveport     Delaware                    72-1393145
United AutoCare, Inc.               Delaware                    13-3920140
United AutoCare Products,           Delaware                    13-3922210
 Inc.
UAG Capital Management, Inc.        Delaware                    13-3933904
UAG Finance Company, Inc.           Delaware                    13-3953915

375 Park Avenue
New York, New York                                                 10152
(Address of principal executive offices)                        (Zip code)

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

                     11% Senior Subordinated Notes Due 2007
                      (Title of the indenture securities)

===============================================================================

                                      -3-



1.  GENERAL INFORMATION.  FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

    (A)  NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH
         IT IS SUBJECT.

- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------

    Superintendent of Banks of the State of          2 Rector Street, New York,
    New York                                         N.Y.  10006, and Albany,
                                                     N.Y. 12203

    Federal Reserve Bank of New York                 33 Liberty Plaza, New York,
                                                     N.Y.  10045

    Federal Deposit Insurance Corporation            Washington, D.C.  20429

    New York Clearing House Association              New York, New York   10005

    (B)  WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

    Yes.

2.  AFFILIATIONS WITH OBLIGOR.

    IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH 
    AFFILIATION.

    None.

16. LIST OF EXHIBITS.

    EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
    INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE
    7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R.
    229.10(D).

    1.   A copy of the Organization Certificate of The Bank of New York
         (formerly Irving Trust Company) as now in effect, which contains the
         authority to commence business and a grant of powers to exercise
         corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
         filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
         Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
         to Form T-1 filed with Registration Statement No. 33-29637.)

    4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
         filed with Registration Statement No. 33-31019.)

    6.   The consent of the Trustee required by Section 321(b) of the Act.
         (Exhibit 6 to Form T-1 filed with Registration Statement No.
         33-44051.)

    7.   A copy of the latest report of condition of the Trustee published
         pursuant to law or to the requirements of its supervising or examining
         authority.

                                      -4-



                                   SIGNATURE


         Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 6th day of November, 1997.


                                            THE BANK OF NEW YORK



                                            By: /s/ Thomas Zakrzewski
                                              --------------------------------
                                               Name:  Thomas Zakrzewski
                                               Title: Assistant Vice President


                                      -5-



                                                                      Exhibit 7

                      Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of 48 Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 1997,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

                                                          Dollar Amounts
ASSETS                                                     in Thousands
Cash and balances due from depository
  institutions:
  Noninterest-bearing balances and
  currency and coin ..................                      $ 7,769,502

  Interest-bearing balances ..........                        1,472,524
Securities:
  Held-to-maturity securities ........                        1,080,234
  Available-for-sale securities ......                        3,046,199
Federal funds sold and Securities pur-
chased under agreements to resell......                       3,193,800
Loans and lease financing
  receivables:
  Loans and leases, net of unearned
    income ............................                      35,352,045
  LESS: Allowance for loan and
    lease losses ......................                         625,042
  LESS: Allocated transfer risk
    reserve............................                             429
    Loans and leases, net of unearned
    income, allowance, and reserve                           34,726,574
Assets held in trading accounts ......                        1,611,096
Premises and fixed assets (including
  capitalized leases) ................                          676,729
Other real estate owned ..............                           22,460
Investments in unconsolidated
  subsidiaries and associated
  companies ..........................                          209,959
Customers' liability to this bank on
  acceptances outstanding ............                        1,357,731
Intangible assets ....................                          720,883
Other assets .........................                        1,627,267
                                                            -----------
Total assets .........................                      $57,514,958
                                                            ===========

LIABILITIES
Deposits:
  In domestic offices ................                      $26,875,596
  Noninterest-bearing ................                       11,213,657
  Interest-bearing ...................                       15,661,939
  In foreign offices, Edge and
  Agreement subsidiaries, and IBFs ...                       16,334,270
  Noninterest-bearing ................                          596,369
  Interest-bearing ...................                       15,737,901
Federal funds purchased and Securities
  sold under agreements to repurchase.                        1,583,157
Demand notes issued to the U.S.
  Treasury ...........................                          303,000
Trading liabilities ..................                        1,308,173
Other borrowed money:
  With remaining maturity of one year
    or less ..........................                        2,383,570
  With remaining maturity of more than
one year through three years..........                                0
  With remaining maturity of more than
    three years .........................                        20,679
Bank's liability on acceptances exe-
  cuted and outstanding ..............                        1,377,244
Subordinated notes and debentures ....                        1,018,940
Other liabilities ....................                        1,732,792
                                                            -----------
Total liabilities ....................                       52,937,421
                                                            -----------

EQUITY CAPITAL
Common stock ........................                         1,135,284
Surplus .............................                           731,319
Undivided profits and capital
  reserves ..........................                         2,721,258
Net unrealized holding gains
  (losses) on available-for-sale
  securities ........................                             1,948
Cumulative foreign currency transla-
  tion adjustments ..................                           (12,272)
                                                            -----------
Total equity capital ................                         4,577,537
                                                            -----------
Total liabilities and equity
  capital ...........................                       $57,514,958
                                                            ===========


         I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                 Robert E. Keilman

         We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to the best
of our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System and
is true and correct.

                       -
      Alan R. Griffith  |
      J. Carter Bacot   |    Directors
      Thomas A. Renyi   |     
                       -

EX-27.1

 



<ARTICLE>    5
<CIK>        0001019849
<NAME>       UNITED AUTO GROUP, INC.
<MULTIPLIER> 1,000
       
                                                   
<PERIOD-TYPE>                    9-MOS                   YEAR
<FISCAL-YEAR-END>                DEC-31-1997             DEC-01-1996
<PERIOD-START>                   JAN-01-1997             JAN-01-1996
<PERIOD-END>                     SEP-30-1997             DEC-31-1996
<CASH>                               172,638                    66,875   
<SECURITIES>                               0                         0        
<RECEIVABLES>                         84,842                    53,241   
<ALLOWANCES>                           2,472                     1,223    
<INVENTORY>                          248,555                   168,855  
<CURRENT-ASSETS>                     511,192                   299,571  
<PP&E>                                39,427                    25,967   
<DEPRECIATION>                         4,949                     3,626    
<TOTAL-ASSETS>                       887,603                   522,950  
<CURRENT-LIABILITIES>                314,453                   221,455  
<BONDS>                              237,356                    11,121   
<PREFERRED-MANDATORY>                      0                         0        
<PREFERRED>                                0                         0        
<COMMON>                                   2                         2        
<OTHER-SE>                           323,719                   281,466  
<TOTAL-LIABILITY-AND-EQUITY>         887,603                   522,950  
<SALES>                            1,541,133                 1,302,031
<TOTAL-REVENUES>                   1,543,605                 1,303,829
<CGS>                              1,344,730                 1,157,368
<TOTAL-COSTS>                      1,508,535                 1,284,479
<OTHER-EXPENSES>                         297                       103      
<LOSS-PROVISION>                           0                         0        
<INTEREST-EXPENSE>                     7,657                     4,716    
<INCOME-PRETAX>                       27,710                    13,731   
<INCOME-TAX>                          11,106                     6,270    
<INCOME-CONTINUING>                   16,486                     7,461    
<DISCONTINUED>                             0                         0        
<EXTRAORDINARY>                            0                     4,987    
<CHANGES>                                  0                         0        
<NET-INCOME>                          16,486                     2,474    
<EPS-PRIMARY>                           0.89                      0.23     
<EPS-DILUTED>                           0.89                      0.23     
        


 

EX-99.1

                             LETTER OF TRANSMITTAL


                                      FOR
        OFFER FOR ALL OUTSTANDING 11% SENIOR SUBORDINATED NOTES DUE 2007
             IN EXCHANGE FOR UP TO $150,000,000 PRINCIPAL AMOUNT OF
                     11% SENIOR SUBORDINATED NOTES DUE 2007

                                       OF

                            UNITED AUTO GROUP, INC.
                           PURSUANT TO THE PROSPECTUS
                            DATED ____________, 1997

- -------------------------------------------------------------------------------
  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
  _____________, 1997, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
- -------------------------------------------------------------------------------

                 The Exchange Agent for the Exchange Offer is:

                              THE BANK OF NEW YORK
                                                                          
    By Hand Or Overnight Delivery:              Facsimile Transmissions:           By Registered Or Certified Mail:
                                              (Eligible Institutions Only)
    The Bank of New York                           (212) 815-6339                  The Bank of New York
    101 Barclay Street, Ground Level                                               101 Barclay Street, 7E
    Corporate Trust Services Window             To Confirm by Telephone            New York, New York  10286
    New York, New York  10286                   or for Information Call:           Attention:
    Attention:                                                                     Reorganization Section
    Reorganization Section                           (212) 815-




         DELIVERY OF THIS LETTER OF TRANSMITTAL (THIS "LETTER OF TRANSMITTAL")
TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF 11% SENIOR SUBORDINATED
NOTES DUE 2007 (THE "OLD NOTES").


         The Instructions contained herein should be read carefully before this
Letter of Transmittal is completed and signed.






         This Letter of Transmittal is to be used by registered holders of Old
Notes ("Holders") if: (i) certificates representing Old Notes are to be
physically delivered to the Exchange Agent by such Holders; (ii) tender of Old
Notes is to be made by book-entry transfer to the Exchange Agent's account at
The Depositary Trust Company ("DTC" or the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in the Prospectus, dated ________, 1997
(as the same may be amended from time to time, the "Prospectus") under the
caption "The Exchange Offer -- Book-Entry Transfer" by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Old Notes or (iii) delivery of Old Notes is to
be made according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures," and, in each case, instructions are not being transmitted through
the DTC Automated Tender Program ("ATOP"). DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

         In order to properly complete this Letter of Transmittal, a Holder
must (i) complete the box entitled "Method of Delivery" by checking one of the
three boxes therein and supplying the appropriate information, (ii) complete
the box entitled "Description of Old Notes," (iii) if such Holder is a
Participating Broker-Dealer (as defined below) and wishes to receive additional
copies of the Prospectus for delivery in connection with resales of New Notes,
check the applicable box, (iv) sign this Letter of Transmittal by completing
the box entitled "Please Sign Here," (v) if appropriate, check and complete the
boxes relating to the "Special Issuance Instructions" and "Special Delivery
Instructions" and (vi) complete the Substitute Form W-9. Each Holder should
carefully read the detailed Instructions below prior to the completing this
Letter of Transmittal. See "The Exchange Offer -- Procedures For Tendering" in
the Prospectus.

         Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP, for which
the transaction will be eligible. DTC participants that are accepting the
Exchange Offer should transmit their acceptance to DTC, which will edit and
verify the acceptance and execute a book-entry delivery to the Exchange Agent's
account at DTC. DTC will then send an Agent's Message to the Exchange Agent for
its acceptance. Delivery of the Agent's Message by DTC will satisfy the terms
of the Exchange Offer as to execution and delivery of a Letter of Transmittal
by the participant identified in the Agent's Message. DTC participants may also
accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through
ATOP.

         If Holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of such Old Notes in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2
below.

         A Holder having Old Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to
accept the Exchange Offer with respect to the Old Notes so registered.

         THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OLD NOTES
BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION.

         All capitalized terms used herein and not defined herein shall have
the meaning ascribed to them in the Prospectus.

         Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to the 


                                      -2-


Exchange Agent, whose address and telephone number appear on the front cover of
this Letter of Transmittal. See Instruction 11 below.


                                      -3-



- -------------------------------------------------------------------------------
                               METHOD OF DELIVERY
- -------------------------------------------------------------------------------


[ ]      CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE BEING DELIVERED 
         HEREWITH.

[ ]      CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
         TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
         BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

         Name of Tendering Institution:___________________

         Account Number:________________  Transaction Code Number:____________

[ ]      CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
         NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
         AGENT PURSUANT TO INSTRUCTION 2 BELOW AND COMPLETE THE FOLLOWING:

         Name of Registered Holder(s):________________________________________
         Window Ticket No. (if any):__________________________________________
         Date of Execution of Notice of Guaranteed Delivery:__________________
         Name of Eligible Institution that Guaranteed Delivery:_______________
         If Delivered by Book-Entry Transfer (yes or no):_____________________

         Account Number:________________  Transaction Code Number:____________

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


         List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately signed schedule and affix the schedule to
this Letter of Transmittal.




- -----------------------------------------------------------------------------------------------------------------------------------
                                                    DESCRIPTION OF OLD NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                     AGGREGATE
        NAME(S) AND ADDRESS(ES) OF HOLDER(S)               CERTIFICATE           PRINCIPAL AMOUNT            PRINCIPAL AMOUNT
             (PLEASE FILL IN, IF BLANK)                      NUMBERS*              REPRESENTED**                 TENDERED
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  

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

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

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

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

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

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

                                                      -----------------------------------------------------------------------------
                                                           TOTAL PRINCIPAL
                                                          AMOUNT OF OLD NOTES
- -----------------------------------------------------------------------------------------------------------------------------------

    *    Need not be completed by Holders tendering by book-entry transfer (see below).

   **    Unless otherwise indicated in the column labeled "Principal Amount Tendered" and subject to the terms and conditions of
         the Prospectus, a Holder will be deemed to have tendered the entire aggregate principal amount represented by the Old 
         Notes indicated in the column labeled "Aggregate Principal Amount Represented." See Instruction 3.
- ------------------------------------------------------------------------------------------------------------------------------------



                                      -4-







                     FOR PARTICIPATING BROKER-DEALERS ONLY:



[ ]      CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A
PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND, DURING THE 120-DAY PERIOD FOLLOWING
THE CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND AND
RESUME USE OF THE PROSPECTUS. BY TENDERING ITS OLD NOTES AND EXECUTING THIS
LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO USE ITS
REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE AGENT WHEN IT HAS
SOLD ALL OF ITS NEW NOTES. (IF NO PARTICIPATING BROKER-DEALERS CHECK THIS BOX,
OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED THIS BOX SUBSEQUENTLY
NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL THEIR NEW NOTES HAVE BEEN
SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE
EXCHANGE OFFER REGISTRATION STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT
PROVIDE ANY NOTICES TO ANY HOLDERS TO SUSPEND OR RESUME USE OF THE PROSPECTUS.)



Provide the name of the individual who should receive, on behalf of the Holder,
additional copies of the Prospectus, and amendments and supplements thereto,
and any notices to suspend and resume use of the Prospectus:



Name:  _______________________________________________________________________



Address:  ____________________________________________________________________



______________________________________________________________________________



Telephone No.:  ________________



Facsimile No.:  ________________










                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY


                                      -5-




Ladies and Gentlemen:

         By execution hereof, the undersigned acknowledges receipt of the
Prospectus, dated _________, 1997 (as the same may be amended from time to
time, the "Prospectus" and, together with the Letter of Transmittal, the
"Exchange Offer"), of United Auto Group, Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal and instructions hereto, which
together constitute Company's offer to exchange $1,000 principal amount of the
11% Senior Subordinated Notes due 2007 (the "New Notes") of the Company, upon
the terms and subject to the conditions set forth in the Exchange Offer, for
each $1,000 principal amount of their outstanding 11% Senior Subordinated Notes
due 2007 (the "Old Notes").

         Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the principal amount of Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Old Notes tendered herewith, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest
in and to such Old Notes. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as the true and lawful agent and attorney-in-fact
of the undersigned (with full knowledge that the Exchange Agent also acts as
the agent of the Company) with respect to such Old Notes with full power of
substitution (such power-of-attorney being deemed to be an irrevocable power
coupled with an interest) to (i) present such Old Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Old Notes on the
account books maintained by the Book-Entry Transfer Facility to, or upon the
order of, the Company, (ii) present such Old Notes for transfer of ownership on
the books of the Company or the trustee under the Indenture (the "Trustee") and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Old Notes, all in accordance with the terms of and conditions
of the Exchange Offer as described in the Prospectus.

         The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes tendered
hereby and to acquire New Notes issuable upon the exchange of such tendered Old
Notes, and that, when the same are accepted for exchange, the Company will
acquire good and unencumbered title to the tendered Old Notes, free and clear
of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim or right. The undersigned also warrants that it will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or the Company to be necessary or desirable to complete the exchange,
assignment and transfer of the Old Notes tendered hereby or transfer ownership
of such Old Notes on the account books maintained by the book-entry transfer
facility.

         The Exchange Offer is subject to certain conditions as set forth in
the Prospectus under the caption "The Exchange Offer -- Conditions." The
undersigned recognizes that as a result of these conditions (which may be
waived by the Company, in whole or in part, in the reasonable discretion of the
Company), as more particularly set forth in the Prospectus, the Company may not
be required to exchange any of the Old Notes tendered hereby and, in such
event, the Old Notes not exchanged will be returned to the undersigned at the
address shown above.

         THE EXCHANGE OFFER IS NOT BEING MADE TO ANY BROKER-DEALER WHO
PURCHASED OLD NOTES DIRECTLY FROM THE COMPANY FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT OR TO ANY PERSON THAT IS AN "AFFILIATE" OF THE COMPANY
WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT. THE UNDERSIGNED
UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE RIGHT NOT TO ACCEPT
TENDERED OLD NOTES FROM ANY TENDERING HOLDER IF THE COMPANY DETERMINES, IN ITS
REASONABLE DISCRETION, THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION OF
APPLICABLE SECURITIES LAWS.

         The undersigned, if the undersigned is a beneficial holder,
represents, or, if the undersigned is a broker, dealer, commercial bank, trust
company or other nominee, represents that it has received representations from
the beneficial owners of the Old Notes (the "Beneficial Owner") stating that,
(i) the New Notes to be acquired in connection with the Exchange Offer by the
Holder and each Beneficial Owner of the Old Notes are being acquired by the
Holder and each such Beneficial Owner in the ordinary course of their business,
(ii) the Holder and each such Beneficial Owner are not engaged in, do not
intend to engage in, and have no arrangement or understanding with any person
to participate in, a distribution of the New Notes, (iii) the Holder and each
Beneficial Owner acknowledge and agree that any person participating in the
Exchange Offer for the 


                                      -6-




purpose of distributing the New Notes cannot rely on the position of the staff
of the Commission set forth in the no-action letters that are discussed in the
Prospectus under the caption "The Exchange Offer -- Purpose and Effect of the
Exchange Offer" and may only sell the New Notes acquired by such person
pursuant to a registration statement containing the selling security holder
information required by Item 507 of Regulation S-K under the Securities Act,
(iv) if the Holder is a broker-dealer that acquired Old Notes as a result of
market-making activities or other trading activities, it will deliver a
prospectus in connection with any resale of New Notes acquired in the Exchange
Offer (but by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act) and (v) neither the Holder nor any such Beneficial Owner is
an "affiliate," as defined under Rule 405 of the Securities Act, of the Company
or is a broker-dealer who purchased Old Notes directly from the Company for
resale pursuant to Rule 144A under the Securities Act.

         EACH BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD NOTES AND EXECUTING THIS
LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF
THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY
STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN
ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO A STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OR CERTAIN OTHER EVENTS
SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING
BROKER-DEALER WILL SUSPEND THE SALE OF NEW NOTES PURSUANT TO THE PROSPECTUS
UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR
SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS
GIVEN NOTICE THAT THE SALE OF THE NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE.

         EACH PARTICIPATING BROKER-DEALER SHOULD CHECK THE BOX HEREIN UNDER THE
CAPTION "FOR PARTICIPATING BROKER-DEALERS ONLY" IN ORDER TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, FOR USE
IN CONNECTION WITH RESALES OF THE NEW NOTES, AS WELL AS ANY NOTICES FROM THE
COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS OLD NOTES
AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER
AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE
AGENT WHEN IT HAS SOLD ALL OF ITS NEW NOTES. IF NO PARTICIPATING BROKER-DEALERS
CHECK SUCH BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED SUCH
BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL THEIR NEW
NOTES HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE
EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT OR TO UPDATE THE
PROSPECTUS AND WILL NOT PROVIDE ANY HOLDERS WITH ANY NOTICES TO SUSPEND OR
RESUME USE OF THE PROSPECTUS.

         The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company in accordance with
the terms and subject to the conditions of the Exchange Offer. All authority
herein conferred or agreed to be conferred by this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the heirs,
legal representatives, successors and assigns, executors, administrators and
trustees in bankruptcy of the undersigned and shall survive the death or
incapacity of the undersigned. Tendered Old Notes may be withdrawn at any time
prior to 5:00 p.m. on the Expiration Date in accordance with the terms of the
Exchange Offer.

         The undersigned understands that by tendering Old Notes pursuant to
one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and the instructions hereto, the 


                                      -7-


tendering holder will be deemed to have waived the right to receive any payment
in respect of interest on the Old Notes accrued up to the date of issuance of
the New Notes.

         The undersigned also understands and acknowledges that the Company
reserves the right in their sole discretion to purchase or make offers for any
Old Notes that remain outstanding subsequent to the Expiration Date in the open
market, in privately negotiated transactions, through subsequent exchange
offers or otherwise. The terms of any such purchases or offers could differ
from the terms of the Exchange Offer.

         The undersigned understands that the delivery and surrender of the Old
Notes is not effective, and the risk of loss of the Old Notes does not pass to
the Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a manually signed facsimile hereof, properly completed and duly
executed, with any required signature guarantees, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to the Company. All questions as to form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Old Notes will be determined by the Company, in their sole discretion, which
determination shall be final and binding.

         Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions," the undersigned hereby requests that any Old Notes
representing principal amounts not tendered or not accepted for exchange be
issued in the name(s) of the undersigned and that New Notes be issued in the
name(s) of the undersigned (or, in the case of Old Notes delivered by
book-entry transfer, by credit to the account at the Book-Entry Transfer
Facility). Similarly, unless otherwise indicated herein in the box entitled
"Special Delivery Instructions," the undersigned hereby requests that any Old
Notes representing principal amounts not tendered or not accepted for exchange
and New Notes be delivered to the undersigned at the address(es) shown above.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" box or "Special Delivery Instructions" box to
transfer any Old Notes from the name of the registered Holder(s) thereof if the
Company does not accept for exchange any of the principal amount of such Old
Notes so tendered.


                                      -8-




                                PLEASE SIGN HERE

                  (TO BE COMPLETED BY ALL HOLDERS OF OLD NOTES
    REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)

         This Letter of Transmittal must be signed by the Holder(s) of Old
Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if
delivered by a participant in the Book-Entry Transfer Facility, exactly as such
participant's name appears on a security position listing as the owner of Old
Notes, or by person(s) authorized to become Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 4 below.

         If the signature appearing below is not of the record holder(s) of the
Old Notes, then the record holder(s) must sign a valid bond power.

X______________________________________________________________________________

X______________________________________________________________________________
          SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY

Date:____________________________________________________________________, 1997

Name(s):_______________________________________________________________________
                                 (PLEASE PRINT)

Capacity:______________________________________________________________________

Address:_______________________________________________________________________

_______________________________________________________________________________
                              (INCLUDING ZIP CODE)

Area Code and Telephone No.:___________________________________________________
                   PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN


[ ]   CHECK HERE IF YOU ARE A BROKER DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
      OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
      WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY
      AMENDMENTS OR SUPPLEMENTS THERETO.

      Name:____________________________________________________________________

      Address:_________________________________________________________________


            MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
        Certain Signatures Must Be Guaranteed by an Eligible Institution

_______________________________________________________________________________
             (NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)

_______________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF 
                                     FIRM)

_______________________________________________________________________________
                             (AUTHORIZED SIGNATURE)

_______________________________________________________________________________
                                 (PRINTED NAME)

_______________________________________________________________________________
                                    (TITLE)

Dated:___________________________________________________________________, 1997


                                      -9-




                         SPECIAL ISSUANCE INSTRUCTIONS
                        (SEE INSTRUCTIONS 3, 4, 5 AND 7)

         To be completed ONLY if Old Notes in a principal amount not tendered
or not accepted for exchange are to be issued in the name of, or New Notes are
to be issued in the name of, someone other than the person or persons whose
signature(s) appear(s) within this Letter of Transmittal.

Issue:    [ ]  Old Notes
          [ ]  New Notes
          (CHECK AS APPLICABLE)

Name:__________________________________________________________________________
                                (PLEASE PRINT)

Address:_______________________________________________________________________

_______________________________________________________________________________
                                  (ZIP CODE)

_______________________________________________________________________________
                (TAX IDENTIFICATION OR SOCIAL SECURITIY NUMBER)
                       (SEE SUBSTITUTE FORM W-9 HEREIN)

     Credit Old Notes not tendered or not exchanged by book entry transfer
to the Book Entry Tranfer Facility account set below:

               _________________________________________________
                 (BOOK ENTRY TRANSFER FACILITY ACCOUNT NUMBER)

    Credit New Notes to the Book Entry Transfer Facility account set below:

               _________________________________________________
                 (BOOK ENTRY TRANSFER FACILITY ACCOUNT NUMBER)



                         SPECIAL DELIVERY INSTRUCTIONS
                          (SEE INSTRUCTIONS 4 AND 5)

         To be completed ONLY if Old Notes in a principal amount not tendered
or not accepted for exchange or New Notes are to be sent to someone other than
the peron or persons whose signature(s) appear(s) within this Letter of
Transmittal or to an address different from that shown in the box entitled
"Description of Old Notes" within this Letter of Transmittal.


Deliver:  [ ]  Old Notes
          [ ]  New Notes
          (CHECK AS APPLICABLE)

Name:__________________________________________________________________________
                                (PLEASE PRINT)

Address:_______________________________________________________________________

_______________________________________________________________________________
                                  (ZIP CODE)



                                      -10-







                                  INSTRUCTIONS
         Forming Part of the Terms and Conditions of the Exchange Offer

1.       DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES
         OR BOOK-ENTRY CONFIRMATIONS; WITHDRAWAL OF TENDERS.

         To tender Old Notes in the Exchange Offer, physical delivery of
certificates for Old Notes or confirmation of a book-entry transfer into the
Exchange Agent's account with a Book-Entry Transfer Facility of Old Notes
tendered electronically, as well as a properly completed and duly executed copy
or manually signed facsimile of this Letter of Transmittal, or in the case of a
book-entry transfer, an Agent's Message, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date. Tenders of Old Notes in
the Exchange Offer may be made prior to the Expiration Date in the manner
described in the preceding sentence and otherwise in compliance with this
Letter of Transmittal. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL,
CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE
AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE
TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING
OLD NOTES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER
USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE,
CONDITIONAL OR CONTINGENT TENDERS OF OLD NOTES WILL BE ACCEPTED. Except as
otherwise provided below, the delivery will be made when actually received by
the Exchange Agent. THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR THE OLD NOTES
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT
TO THE COMPANY, THE TRUSTEE OR DTC.

        Old Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to 5:00 p.m. New York time on the Expiration Date. In order to
be valid, notice of withdrawal of tendered Old Notes must comply with the
requirements set forth in the Prospectus under the caption "The Exchange Offer
- -- Withdrawal of Tenders."

2.       GUARANTEED DELIVERY PROCEDURES.

         If Holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of Old Notes in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."

                  Pursuant to the guaranteed delivery procedures:

                  (i) such tender must be made by or through an Eligible
Institution;

                  (ii) prior to the Expiration Date, the Exchange Agent must
have received from such Eligible Institution, at one of the addresses set forth
on the cover of this Letter of Transmittal, a properly completed and validly
executed Notice of Guaranteed Delivery (by manually signed facsimile
transmission, mail or hand delivery) in substantially the form provided with
the Prospectus, setting forth the name(s) and address(es) of the registered
Holder(s) and the principal amount of Old Notes being tendered and stating that
the tender is being made thereby and guaranteeing that, within three New York
Stock Exchange ("NYSE") trading days from the date of the Notice of Guaranteed
Delivery, the Letter of Transmittal (or a manually signed facsimile thereof),
properly completed and duly executed, or, in the case of a book-entry transfer,
an Agent's Message, together with certificates representing the Old Notes (or
confirmation of book-entry transfer of such Old Notes into the 


                                      -11-





Exchange Agent's account at a Book-Entry Transfer Facility), and any other
documents required by this Letter of Transmittal and the instructions thereto,
will be deposited by such Eligible Institution with the Exchange Agent; and

                  (iii) this Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and validly executed with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, together with certificates for all Old Notes in proper form for
transfer (or a Book-Entry Confirmation with respect to all tendered Old Notes),
and any other required documents must be received by the Exchange Agent within
three NYSE trading days after the date of such Notice of Guaranteed Delivery.

3.       PARTIAL TENDERS.

         If less than the entire principal amount of any Old Notes evidenced by
a submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description
of Old Notes" herein. The entire principal amount represented by the
certificates for all Old Notes delivered to the Exchange Agent will be deemed
to have been tendered, unless otherwise indicated. The entire principal amount
of all Old Notes not tendered or not accepted for exchange will be sent (or, if
tendered by book-entry transfer, returned by credit to the account at the
Book-Entry Transfer Facility designated herein) to the Holder unless otherwise
provided in the "Special Issuance Instructions" or "Special Delivery
Instructions" boxes of this Letter of Transmittal.

4.       SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND
         ENDORSEMENTS; GUARANTEE OF SIGNATURES.

         If this Letter of Transmittal is signed by the Holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a participant
in one of the Book-Entry Transfer Facilities whose name is shown as the owner
of the Old Notes tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Old Notes.

         If any of the Old Notes tendered hereby are registered in the name of
two or more Holders, all such Holders must sign this Letter of Transmittal. If
any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary accompanying
documents as there are different names in which certificates are held.

         If this Letter of Transmittal or any certificates for Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must
be submitted with this Letter of Transmittal.

         IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS
NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND
POWER, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT
IN A RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE
GUARANTOR").

         No signature guarantee is required if (i) this Letter of Transmittal
is signed by the registered Holder(s) of the Old Notes tendered herewith (or by
a participant in one of the Book-Entry Transfer Facilities whose name appears
on a security position listing as the owner of Old Notes) and certificates for
New Notes or for any Old Notes for principal amounts not tendered or not
accepted for exchange are to be issued, directly to such Holder(s) or, if
tendered by a participant in one of the Book-Entry Transfer Facilities, any Old
Notes for principal amounts not tendered or not accepted for exchange are to be
credited to such participant's account at 


                                     -12-




such Book-Entry Transfer Facility and neither the "Special Issuance
Instructions" box nor the "Special Delivery Instructions" box of this Letter of
Transmittal has been completed or (ii) such Old Notes are tendered for the
account of an Eligible Institution. IN ALL OTHER CASES, ALL SIGNATURES ON
LETTERS OF TRANSMITTAL ACCOMPANYING OLD NOTES MUST BE GUARANTEED BY A MEDALLION
SIGNATURE GUARANTOR. In all such other cases (including if this Letter of
Transmittal is not signed by the Holder), the Holder must either properly
endorse the certificates for Old Notes tendered or transmit a separate properly
completed bond power with this Letter of Transmittal (in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on such Old Notes,
and, with respect to a participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Old Notes, exactly as
the name(s) of the participant(s) appear(s) on such security position listing),
with the signature on the endorsement or bond power guaranteed by a Medallion
Signature Guarantor, unless such certificates or bond powers are executed by an
Eligible Institution.

         Endorsements on certificates for Old Notes and signatures on bond
powers provided in accordance with this Instruction 4 by registered Holders not
executing this Letter of Transmittal must be guaranteed by a Medallion
Signature Guarantor.

5.       SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.

         Tendering Holders should indicate in the applicable box or boxes the
name and address to which Old Notes for principal amounts not tendered or not
accepted for exchange or certificates for New Notes, if applicable, are to be
issued or sent, if different from the name and address of the Holder signing
this Letter of Transmittal. In the case of payment to a different name, the
taxpayer identification or social security number of the person named must also
be indicated.

6.       TAXPAYER IDENTIFICATION NUMBER.

         Each tendering Holder is required to provide the Exchange Agent with
the Holder's social security or Federal employer identification number, on
Substitute Form W-9, which is provided under "Important Tax Information" below,
or alternatively, to establish another basis for exemption from backup
withholding. A Holder must cross out item (2) in the Certification box in Part
III on Substitute Form W-9 if such Holder is subject to backup withholding.
Failure to provide the information on the form may subject such Holder to 31%
Federal backup withholding tax on any payment made to the Holder with respect
to the Exchange Offer. The appropriate box in Part I of the form should be
checked if the tendering or consenting Holder has not been issued a Taxpayer
Identification Number ("TIN") and has either applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part I is checked, the Holder
should also sign the attached Certification of Awaiting Taxpayer Identification
Number. If the Exchange Agent is not provided with a TIN within 60 days
thereafter, the Exchange Agent will withhold 31% on all such payments of the
New Notes until a TIN is provided to the Exchange Agent.

7.       TRANSFER TAXES.

         The Company will pay all transfer taxes applicable to the exchange and
transfer of Old Notes pursuant to the Exchange Offer, except if (i) deliveries
of certificates for Old Notes for principal amounts not tendered or not
accepted for exchange are registered or issued in the name of any person other
than the Holder of Old Notes tendered thereby, (ii) tendered certificates are
registered in the name of any person other than the person signing this Letter
of Transmittal or (iii) a transfer tax is imposed for any reason other than the
exchange of Old Notes pursuant to the Exchange Offer, in which case the amount
of any transfer taxes (whether imposed on the registered Holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering Holder.



                                     -13-



8.       IRREGULARITIES.

         All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of all tenders and withdrawals of
Old Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding. ALTERNATIVE, CONDITIONAL OR
CONTINGENT TENDERS OF OLD NOTES WILL NOT BE CONSIDERED VALID. The Company
reserves the absolute right to reject any and all tenders of Old Notes that are
not in proper form or the acceptance of which, in the Company's opinion, would
be unlawful. The Company also reserve the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The
Company's interpretations of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Old Notes
must be cured within such time as the Company determines, unless waived by the
Company. Tenders of Old shall not be deemed to have been made until all defects
or irregularities have been waived by the Company or cured. A defective tender
(which defect is not waived by the Company or cured by the Holder) will not
constitute a valid tender of Old Notes and will not entitle the Holder to New
Notes. None of the Company, the Trustee, the Exchange Agent or any other person
will be under any duty to give notice of any defect or irregularity in any
tender or withdrawal of any Old Notes, or incur any liability to Holders for
failure to give any such notice.

9.       WAIVER OF CONDITIONS.

         The Company reserve the right, in its reasonable discretion, to amend
or waive any of the conditions to the Exchange Offer.

10.      MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR OLD NOTES.

         Any Holder whose certificates for Old Notes have been mutilated, lost,
stolen or destroyed should write to or telephone the Trustee at the address or
telephone number set forth on the cover of this Letter of Transmittal for the
Exchange Agent.

11.      REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

         Questions relating to the procedure for tendering Old Notes and
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery or other documents may be
directed to the Exchange Agent, whose address and telephone number appear
above.


                                     -14-



                           IMPORTANT TAX INFORMATION

         Under Federal income tax laws, a Holder who tenders Old Notes prior to
receipt of the New Notes is required to provide the Exchange Agent with such
Holder's correct TIN on the Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his or her social security number. If the Exchange Agent is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service ("IRS") and payments, including any New Notes, made to such
Holder with respect to Old Notes exchanged pursuant to the Exchange Offer may
be subject to backup withholding.

         Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed IRS Form W-8, signed
under penalties of perjury, attesting to that Holder's exempt status. A Form
W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. Holders are urged to consult their own tax advisors to
determine whether they are exempt.

         If backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the Holder or other payee. Backup
withholding is not an additional Federal income tax. Rather, the Federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the IRS.

PURPOSE OF SUBSTITUTE FORM W-9

         To prevent backup withholding on payments, including any New Notes,
made with respect to Old Notes exchanged pursuant to the Exchange Offer, the
Holder is required to provide the Exchange Agent with (i) the Holder's correct
TIN by completing the form below, certifying that the TIN provided on the
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that
(A) such Holder is exempt from backup withholding, (B) the Holder has not been
notified by the IRS that the Holder is subject to backup withholding as a
result of failure to report all interest or dividends or (C) the IRS has
notified the Holder that the Holder is no longer subject to backup withholding
and (ii) if applicable, an adequate basis for exemption.

WHAT NUMBER TO GIVE THE EXCHANGE AGENT

         The Holder is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the registered
Holder. If the Old Notes are held in more than one name or are held not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.



                                     -15-





                                                                                                 
                                                SUBSTITUTE FORM W-9
                           REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION

                                       PAYOR'S NAME: UNITED AUTO GROUP, INC.

- -----------------------------------------------------------------------------------------------------------------------------------
PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account, list first and circle the name of person or entity whose number you furnish in 
Part 1 below):
- -----------------------------------------------------------------------------------------------------------------------------------
Check appropriate box:      [ ] Individual/Sole proprietor         [ ] Corporation       [ ] Partnership      [ ] Other ________
- -----------------------------------------------------------------------------------------------------------------------------------
Address (number, street, and apt. or suite no.):  ______________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
City, state, and ZIP code:  ____________________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
PART I TAXPAYER IDENTIFICATION NUMBER ("TIN")                                         PART II PAYEES EXEMPT FROM

Enter your TIN below.  For individuals, this is your social security number.  For     BACKUP  WITHHOLDING
other entities, it is your employer identification number.  Refer to the chart on     Check box (See page 2 of the
page 1 of the Guidelines for Certification of Taxpayer Identification Number on       Guidelines for further
Substitute Form W-9 (the "Guidelines") for further clarification.  If you do not      clarification.  Even if you
have a TIN, see instructions on how to obtain a TIN on page 2 of the Guidelines,      are exempt from backup
check the appropriate box below indicating that you have applied for a TIN and, in    withholding, you should still
addition to the Part III Certification, sign the attached Certification of Awaiting   complete and sign the
Taxpayer Identification Number.                                                       certification below):
                                                                                                 [ ] EXEMPT
Social security number:
[ ] [ ] [ ] - [ ] [ ] - [ ] [ ] [ ] [ ]
                                                             [ ] Applied For
Employer identification number:
[ ] [ ] - [ ] [ ] [ ] [ ] [ ] [ ]
- -----------------------------------------------------------------------------------------------------------------------------------

PART III CERTIFICATION
Certification Instructions: You must cross out item 2 below if you have been
notified by the Internal Revenue Service (the "IRS") that you are currently
subject to backup withholding because of underreporting interest or dividends
on your tax return (See page 2 of the Guidelines for further clarification).

Under penalties of perjury, I certify that:

1.   The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to
     me), and

2.   I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by
     the IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS
     has notified me that I am no longer subject to backup withholding.

SIGNATURE________________________                           DATE_________________________
- -----------------------------------------------------------------------------------------------------------------------------------

         NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
         PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
         TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.

         YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX "APPLIED FOR" IN PART I OF
                                                      SUBSTITUTE FORM W-9


                              CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER

         I certify, under penalties of perjury, that a TIN has not been issued to me, and either (a) I have mailed or
         delivered an application to receive a TIN to the appropriate IRS Service Center or Social Security Administration
         Office or (b) I intend to mail or deliver an application in the near future. I understand that I must provide a
         TIN to the payor within 60 days of submitting this Substitute Form W-9 and that if I do not provide a TIN to the
         payor within 60 days, the payor is required to withhold 31% of all reportable payments thereafter to me until I
         furnish the payor with a TIN.

                                             ------------------------------
                                             Signature

                                             ---------------------
                                             Date

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

EX-99.2

                         NOTICE OF GUARANTEED DELIVERY

                                      FOR

                           TENDER OF ALL OUTSTANDING
                    11% SENIOR SUBORDINATED NOTES DUE 2007
                              IN EXCHANGE FOR NEW
                    11% SENIOR SUBORDINATED NOTES DUE 2007

                                      OF

                            UNITED AUTO GROUP, INC.

         As set forth in the Prospectus dated _______, 1997 (as the same may
be amended from time to time, the "Prospectus") of United Auto Group, Inc., a
Delaware corporation (the "Company"), under the caption "The Exchange Offer --
Guaranteed Delivery Procedures," and in the accompanying Letter of Transmittal
(the "Letter of Transmittal") and Instruction 2 thereto, this form or one
substantially equivalent, must be used to tender any of the Company's
outstanding 11% Senior Subordinated Notes due 2007 (the "Old Notes") pursuant
to the Exchange Offer if (i) certificates representing the Old Notes to be
tendered for exchange are not lost but are not immediately available, (ii)
time will not permit a Holder's Letter of Transmittal, certificates
representing the Old Notes to be tendered and all other required documents to
reach The Bank of New York (the "Exchange Agent") prior to the Expiration Date
or (iii) the procedures for book-entry transfer cannot be completed prior to
the Expiration Date. This form may be delivered by an Eligible Institution by
mail or hand delivery or transmitted, via manually signed facsimile, to the
Exchange Agent as set forth below.

         Terms not otherwise defined herein shall have their respective
meanings as set forth in the Prospectus.

- -------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON _________, 
1997, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
- -------------------------------------------------------------------------------


                                         The Exchange Agent for the Exchange Offer is:

                                                    THE BANK OF NEW YORK
                                                                           
    By Hand Or Overnight Delivery:                  Facsimile Transmissions:       By Registered Or Certified Mail:
                                                (Eligible Institutions Only)
    The Bank of New York                                 (212) 815-6339            The Bank of New York
    101 Barclay Street, Ground Level                                               101 Barclay Street, 7E
    Corporate Trust Services Window                  To Confirm by Telephone       New York, New York  10286
    New York, New York  10286                       or for Information Call:       Attention:
    Attention:                                                                     Reorganization Section
    Reorganization Section                                 (212) 815-


         DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE
TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A
VALID DELIVERY.





LADIES AND GENTLEMEN:

         The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, the principal amount of
Old Notes set forth below pursuant to the guaranteed delivery procedures set
forth in the Prospectus under the caption "The Exchange Offer -- Guaranteed
Delivery Procedures."

         The undersigned hereby represents and warrants that the undersigned
has full power and authority to tender the Old Notes. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or the Company to be necessary or desirable for the perfection
of the undersigned's tender.

         Tenders may be withdrawn in accordance with the procedures set forth
in the Prospectus. The undersigned authorizes the Exchange Agent to deliver
this Notice of Guaranteed Delivery to the Company and the Trustee as evidence
of the undersigned's tender of Old Notes.

         All authority herein conferred or agreed to be conferred by this
Notice of Guaranteed Delivery shall survive the death or incapacity of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and
other legal representatives of the undersigned.



                                     -2-



                                                            
                                                  PLEASE SIGN AND COMPLETE
- -------------------------------------------------------------------------------------------------------------------

Signatures of Registered Holder(s) or                          Date:____________________________________
Authorized Signatory:

_______________________________________________________        Address:_________________________________


________________________________________________________       __________________________________________


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

Name(s) of Registered Holder(s):                               Area Code and Telephone No.:


________________________________________________________       __________________________________________


________________________________________________________       __________________________________________


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

Principal Amount of Notes Tendered:                            If Notes will be delivered by book-entry transfer,
                                                               complete the following:


________________________________________________________       


Certificate No.(s) of Notes (if available):


________________________________________________________       Depository Account No._____________________



This Notice of Guaranteed Delivery must be signed by the Holder(s) exactly as their names appear on
certificates for Old Notes or on a security position listing as the owner of Old Notes, or by person(s)
authorized to become Holder(s) by endorsements and documents transmitted with this Notice of Guaranteed
Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or
other person acting in a fiduciary or representative capacity, such person must set forth his or her full
title below under "Capacity" and submit evidence satisfactory to the Company of such person's authority to
so act.

                                            Please print name(s) and address(es)


Name(s):________________________________________________________________________________________________________


________________________________________________________________________________________________________________


Capacity:_______________________________________________________________________________________________________


Address(es):____________________________________________________________________________________________________


________________________________________________________________________________________________________________


________________________________________________________________________________________________________________



DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TOGETHER WITH A PROPERLY COMPLETED AND
VALIDLY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER RELATED DOCUMENTS.



                                                    -3-







                                     GUARANTEE
                     (NOT TO BE USED FOR SIGNATURE GUARANTEE)
===============================================================================

The undersigned, a member firm of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. or a commercial bank
or trust company having an office or correspondent in the United States,
hereby guarantees that, within three New York Stock Exchange trading days from
the date of this Notice of Guaranteed Delivery, a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile thereof),
together with certificates representing the Old Notes tendered hereby in
proper form for transfer (or confirmation of the book-entry transfer of such
Old Notes into the Depositary's account at a Book-Entry Transfer Facility,
pursuant to the procedure for book-entry transfer set forth in the Prospectus
under the caption "The Exchange Offer -- Book-Entry Transfer"), and any other
required documents will be deposited by the undersigned with the Exchange
Agent at its address set forth above. 

Name of Firm: ________________________       ________________________________
Address:______________________________            Authorized Signature

______________________________________
Area Code and                                Name:___________________________
Telephone No.:________________________
                                             Title:__________________________

                                             Date:___________________________


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