8-A12B

 
 1



              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549


                         FORM 8-A


              FOR REGISTRATION OF CERTAIN CLASSES
               OF SECURITIES PURSUANT TO SECTION
                       12(b) OR (g) OF
              THE SECURITIES EXCHANGE ACT OF 1934



                   ********************



                     THE ARA GROUP, INC.
   (Exact name of registrant as specified in its charter)



       Delaware                             23-2319139
(State of Incorporation)      (I.R.S. Employer Identification No.)



                        The ARA Tower
                     1101 Market Street
                  Philadelphia, PA  19107
         (Address of principal executive offices)


Securities to be registered pursuant to Section 12(b) of the Act:  N/A

Securities to be registered pursuant to Section 12(g) of the Act:

Adjustable Rate Callable Non-Transferable Series C Preferred Stock


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Item 1.   Description of Registrant's Securities to be Registered.
          --------------------------------------------------------

          The description of the Adjustable Rate Callable Non-Transferable
          Series C Preferred Stock is set forth in Part 4B of the Registrant's
          Restated Certificate of Incorporation and is incorporated herein by
          reference to Exhibit 2.



Item 2.   Exhibits.
          ---------

     1.   Specimen of security to be registered (filed separately under
          Form  S-E).

     2.   The Registrant's Restated Certificate of Incorporation.



                _______________________________________________



     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.





Date:  February 22, 1994                        THE ARA GROUP, INC.





                                        By:   /s/ MARTIN W. SPECTOR
                                            ---------------------------
                                              Martin W. Spector
                                              Executive Vice President

EX-2

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                                                                Exhibit 2

               RESTATED CERTIFICATE OF INCORPORATION
                              OF

                      THE ARA GROUP, INC.

           (Originally Incorporated on September 7, 1984
              under the name "ARA Acquiring Company")


     FIRST:   The name of the Corporation is The ARA Group, 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 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.

     FOURTH:  The total number of shares of all classes of stock which the
Corporation shall have the authority to issue is 185,000,000 shares,
consisting of (i) 10,000,000 shares of Series Preferred Stock, $1.00 par value
per share (the "Series Preferred Stock"), and (ii) 25,000,000  shares of
Common Stock, Class A, $.01 par value per share (the "Class A Common Stock"),
and (iii) 150,000,000 shares of Common Stock, Class B, $.01 par value per
share (the "Class B Common Stock").  The Class A Common Stock and the Class B
Common Stock are referred to collectively as the "Common Stock".

     The Board of Directors shall have the full authority permitted by law to
fix full or limited, or no voting power, and such other designations, powers,
preferences, and relative, participating, optional, special or other rights
(including, as examples and not as a limitation, multiple voting powers and
conversion rights), and qualifications, limitations or restrictions of any
series of the class of Series Preferred Stock that may be desired.

     4A.  Common Stock

     A statement of the designations, powers, preferences, and rights of the
Common Stock, and the qualifications, limitations and restrictions in respect
thereof, is as follows:

          1.   Classes.

          The Common Stock shall be divided into two classes, the Class A
Common Stock and the Class B Common Stock. The Common Stock shall be issuable
only in whole shares. The powers, preferences and rights of the Class A Common
Stock and the Class B Common Stock, and the qualifications, limitations and
restrictions thereon, shall be in all respects identical, except as otherwise
provided in this Part 4A.


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          2.   Dividends.

          Subject to any provision in this Article FOURTH with respect to any
stock of the Corporation to the contrary, out of the assets of the Corporation
which are by law available for the payment of dividends, dividends and other
distributions may be, but shall not be required to be, declared and paid upon
shares of Common Stock, and the holders of shares of Class A Common Stock and
Class B Common Stock shall be entitled to receive the same dividends and other
distributions, ratably with the holder of one share of Class A Common Stock
entitled to receive ten times what the holder of one share of Class B Common
Stock is entitled to receive; provided, however, that in the case of dividends
or other distributions payable in Common Stock, only shares of Class B Common
Stock shall be distributed with respect to Class B Common Stock and only
shares of Class A Common Stock shall be distributed with respect to Class A
Common Stock, and any such distribution shall be made ratably, with the holder
of one share of Class A Common Stock entitled to receive the same number of
shares of Class A Common Stock as the number of shares of Class B Common Stock
the holder of one share of Class B Common Stock shall be entitled to receive;
and provided further, that the Board of Directors, may declare and pay
dividends and other distributions with respect to the Class A Common Stock
without declaring or paying any dividend or other distribution with respect to
the Class B  Common Stock.

          3.   Voting Rights.

               (a)Subject to the special voting rights of the holders of any
other stock of the Corporation, the Common Stock (and any other stock of the
Corporation which may be entitled to vote with the holders of Common Stock),
voting as a single class except where the Class A Common Stock and the Class B
Common Stock (and such other stock) are required by law to vote as separate
classes, shall possess all of the voting power of the Corporation with respect
to the election of directors and for all other purposes.

               (b)Each share of Common Stock, whether Class A Common Stock or
Class B Common Stock, shall be entitled to one vote on all matters submitted
to a vote of the Corporation's stockholders.

          4.   Liquidation.

          Upon the liquidation, dissolution or winding up of the Corporation,
whether voluntary or involuntary, after provision for the payment of creditors
and after provision shall be made for holders of all shares of stock of the
Corporation having a preference upon liquidation, dissolution or winding up,
the remaining assets of the Corporation shall be distributed among the holders
of Common Stock, ratably, with the holder of one share of Class A Common Stock
entitled to receive ten times what the holder of one share of Class B Common
Stock is entitled to receive, and, to the extent provided in this Article
FOURTH, the holders of any other stock of the Corporation which may be
entitled to share in such distribution.

          5.   Conversion of Class B Common Stock.

               (a) Each share of Class B Common stock may at any time, but
only with the prior approval of the Board of Directors, be converted at the
election of the holder thereof into one-tenth of a fully paid and
nonassessable share of Class A Common Stock. Subject to the terms of any such


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approval, the holder of shares of Class B Common Stock may elect to convert
any or all of such shares at one time or at various times in such holder's
discretion. Such right shall be exercised by the surrender of the certificate
representing each share of Class B Common Stock to be converted to the agent
for the registration of transfer of shares of Class B Common Stock at its
office, or to the Corporation at its principal executive offices, accompanied
by a written notice of the election by the holder thereof to convert and (if
so required by the transfer agent or by the Corporation) by instruments of
transfer, in form satisfactory to the transfer agent and to the Corporation,
duly executed by such holder or the holder's duly authorized attorney.

               (b) If a holder of Class B Common Stock ceases to be either a
director or full-time employee of the Corporation or any of its Subsidiaries
(a "Management Investor") or a Permitted Transferee of a person who is then a
Management Investor, then each share of Class B Common Stock held by such
holder shall thereupon be converted into one-tenth of a share of Class A
Common Stock effective immediately.  No share of Class B Common Stock may be
issued other than to a Management Investor or a person who would be a
Permitted Transferee of a Management Investor, and any such share issued to
any other person shall ipso facto be converted into one-tenth of a share of
Class A Common Stock effective at the time of the purported issuance.

               (c) At any time when the Board of Directors authorizes and
directs the conversion of all the Class B Common Stock into Class A Common
Stock, then, at the time designated by the Board for the occurrence of such
event, each outstanding share of Class B Common Stock shall be converted into
one-tenth of a share of Class A Common Stock and no further shares of Class B
Common Stock may be issued thereafter.

               (d) In the event of any such conversion pursuant to paragraph
(a), (b) or (c), the certificate or certificates representing shares of Class
B Common Stock held by such holder shall thereupon and thereafter be deemed to
represent the number of whole shares of Class A Common Stock issuable upon
such conversion and the right to receive cash in lieu of fractional shares
pursuant to paragraph (f) hereof. Upon the surrender of any such certificate
to the agent for the registration of transfer of shares of Class B Common
Stock at its office, or to the Corporation at its principal executive offices,
such certificate shall be cancelled and a certificate for the number of whole
shares of Class A Common Stock to which he shall be entitled, together with a
cash adjustment for any fraction of a share if not evenly convertible pursuant
to paragraph (f) hereof, shall be issued and delivered to the holder thereof
as hereinafter provided.

               (e) The issuance of a certificate for shares of Class A Common
Stock upon conversion of shares of Class B Common Stock shall be made without
charge for any stamp or other similar tax in respect of such issuance.
However, if any such certificate is to be issued in a name other than that of
the holder of the share or shares of Class B Common Stock converted, the
person or persons requesting issuance thereof shall pay to the transfer agent
or to the Corporation the amount of any tax which may be payable in respect of
any such transfer, or shall establish to the satisfaction of the transfer
agent or of the Corporation that such tax has been paid. As promptly as
practicable after the surrender for conversion of a certificate representing
shares of Class B Common Stock and the payment of any tax as herein before
provided, the Corporation will deliver or cause to be delivered at the office
of the transfer agent to, or upon the written order of, the holder of such


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certificate, a certificate or certificates representing the number of whole
shares of Class A Common Stock issuable upon such conversion, issued in such
name or names as such holder may direct together with a cash adjustment for
any fraction of a share as provided pursuant to paragraph (f) hereof, if not
evenly convertible. Such conversion shall be deemed to have been made
immediately prior to the close of business on the date of the surrender of the
certificate representing shares of Class B Common Stock (if on such date the
transfer books of the Corporation shall be closed, then immediately prior to
the close of business on the first date thereafter that said books shall be
open) or, in the case of a conversion under paragraph (b) or (c) of this
Section, immediately upon the event giving rise to the conversion, and all
rights of such holder arising from ownership of shares of Class B Common Stock
shall cease at such time, and the person or persons in whose name or names the
certificate representing shares of Class A Common Stock are to be issued shall
be treated for all purposes as having become the record holder or holders of
such shares of Class A Common Stock at such time and shall have and may
exercise all the rights and powers appertaining thereto.  No adjustments in
respect of any past dividends and other distributions shall be made upon the
conversion of any share of Class B Common Stock; provided, however, that if
any share of Class B Common Stock shall be converted subsequent to the record
date for the payment of a dividend or other distribution on shares of Class B
Common Stock but prior to such payment, the registered holder of such shares
at the close of business on such record date shall be entitled to receive the
dividend or other distribution payable to holders of Class B Common Stock. The
Corporation shall at all times reserve and keep available, solely for the
purpose of issue upon conversion of outstanding shares of Class B Common
Stock, such number of shares of Class A Common Stock as may be issuable upon
the conversion of all such outstanding shares of Class B Common Stock,
provided that the Corporation may deliver shares of Class A Common Stock held
in the treasury of the Corporation.

               (f) No fractions of shares of Class A Common Stock are to be
issued upon conversion, but in lieu thereof the Corporation will pay therefor
in cash, a sum equal to the number of shares of Class B Common Stock not
evenly convertible multiplied by the per share fair market value of the Class
B Common Stock, as determined by an Appraiser according to the most recent
existing appraisal; provided, however, that such appraisal shall be as of a
date not more than six months prior to its use hereunder.

     4B.  Series C Stock

     A statement of the powers, designations, preferences, rights,
qualifications, limitations and restrictions of 40,000 shares of Series
Preferred Stock is as follows:

          1.  Designation.  There shall be a series of Series Preferred Stock
which shall consist of 40,000 shares and shall be designated as Adjustable
Rate Callable Nontransferable Series C Preferred Stock (the "Series C Stock").
The number of authorized shares of Series C Stock may be increased by
resolution of the Board of Directors.


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          2.   Rank.

               (a) Rank of Series C Stock.  To the extent and in the manner
provided in this Part 4B, the Series C Stock shall, with respect to dividend
rights and rights on liquidation, rank (i) junior to or on parity with, as the
case may be, any other stock of the Corporation, the terms of which shall
specifically provide that such stock shall rank senior to, or on parity with,
as the case may be, the Series C Stock with respect to dividend rights or
rights on liquidation or both, and (ii) senior to any other stock of the
Corporation.

               (b) Certain Definitions.  The following terms as used in this
Part 4B, shall be deemed to have the meanings set forth in this section.

                  (i) The term "Participating Stock" shall mean the Class A
Common Stock and the Class B Common Stock and any other stock of the
Corporation of any class which has the right to participate in the
distribution of either earnings or assets of the Corporation without limit as
to the amount or percentage.

                  (ii) The term "Parity Stock" with respect to Series C Stock
shall mean the Series C Stock and all other stock of the Corporation ranking
equally therewith as to the payment of dividends or the distribution of assets
upon liquidation.  The term "Dividend Parity Stock" with respect to Series C
Stock shall mean the Series C Stock and all other stock of the Corporation
ranking equally therewith as to the payment of dividends.  The term
"Liquidation Parity Stock" with respect to Series C Stock shall mean the
Series C Stock and all other stock of the Corporation ranking equally
therewith as to distribution of assets upon liquidation.

                  (iii) The term "Junior Stock" with respect to Series C Stock
shall mean the Participating Stock and all other stock of the Corporation
ranking junior thereto as to the payment of  dividends and the distribution of
assets upon liquidation.  The term "Dividend Junior Stock" with respect to
Series C Stock shall mean the Participating Stock and all other stock of the
Corporation ranking junior thereto as to the payment of dividends.  The term
"Liquidation Junior Stock" with respect to Series C Stock shall mean the
Participating Stock and all other stock of the Corporation ranking junior
thereto as to distribution of assets upon liquidation.

                  (iv) The term "Senior Stock" with respect to Series C Stock
shall mean all stock of the Corporation ranking senior thereto as to the
payment of dividends or distribution of assets upon liquidation.

          3.  Dividends.

               (a) Cumulative Dividends.  The holders of record of Series C
Stock shall be entitled to receive, as and if declared by the Board of
Directors, cumulative cash dividends thereon at the per annum rate per share
equal to the Established Dividend Rate (as defined in paragraph (c)), and no
more, but only out of funds legally available for the payment of such
distributions under the General Corporation Law of the State of Delaware.
Dividends on the Series C Stock shall be payable semi-annually on June 15 and
December 15 in each year.  Dividends shall accrue from the date of original
issuance.  Accumulations of dividends shall not bear interest.


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               (b) Limitations Upon Dividend Arrearage.  Unless full
cumulative dividends upon the Series C Stock have been paid, no dividend or
other distribution (except in Junior Stock) shall be declared or paid on
Dividend Junior Stock and no amount shall be set aside for or applied to the
redemption, purchase or other acquisition of (i) any Dividend Junior Stock or
Liquidation Junior Stock other than by exchange therefor of Junior Stock or
out of the proceeds of a substantially concurrent sale of shares of Junior
Stock or (ii) any Parity Stock except in accordance with a purchase or
exchange offer made simultaneously by the Corporation to all holders of record
of Parity Stock which, considering the annual dividend rates and the other
relative rights and preferences of such shares, in the opinion of the Board of
Directors (whose determination shall be conclusive), will result in fair and
equitable treatment among all such shares.  In the event that stated dividends
on all Dividend Parity Stock (including, by way of example and not as a
limitation, full cumulative dividends on the Series C Stock) are not paid in
full, all shares of Dividend Parity Stock shall participate ratably in the
payment of dividends, including accumulations, if any, in accordance with the
sums which would be payable thereon if all dividends thereon were declared and
paid in full.

               (c) The "Established Dividend Rate" shall initially be $60.00,
and shall be reset as provided in this paragraph.  On each December 16,
beginning December 16, 1993 and continuing so long as any shares of Series C
Stock shall be outstanding, the Established Dividend Rate shall be reset at a
rate equal to $1,000 multiplied by 80% of the Prime Rate that shall have been
in effect at the close of business on the December 1 next preceding (or if
such December 1 shall not have been a business day, the business day next
preceding such  December 1), rounded up to the nearest $1.00; provided,
however, that the Established Dividend Rate shall in no event be less than
$60.00 nor greater than $100.00.  For purposes of the preceding sentence, the
"Prime Rate" shall mean the rate of interest publicly announced from time to
time by Chemical Bank at its main office in New York City as its Prime Rate.
The Corporation shall file with the duly appointed transfer agent for the
Series C Stock a certificate stating the new Established Dividend Rate
determined as provided in this paragraph and showing the computation thereof,
and will cause a notice stating the new Established Dividend Rate and the
computation thereof to be mailed to the holders of shares of Series C Stock.

          4.   Liquidation Rights.

               (a) Liquidation Value.  In the event of any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation, the
holders of Series C Stock shall be entitled to receive from the assets of the
Corporation, payment in cash, of $1,000 per share, plus a further amount equal
to unpaid cumulative dividends on Series C Stock accrued to the date when such
payments shall be made available to the holders thereof, and no more, before
any amount shall be paid or set aside for, or any distribution of assets shall
be made to the holders of Liquidation Junior Stock. If, upon such liquidation,
dissolution or winding up, the amounts available for distribution to the
holders of all Liquidation Parity Stock shall be insufficient to permit the
payment in full to such holders of the preferential amounts to which they are
entitled, then such amounts shall be paid ratably among the shares of
Liquidation Parity Stock in accordance with the respective preferential
amounts (including unpaid cumulative dividends, if any) payable with respect
thereto if paid in full.


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               (b) Actions Not Considered Liquidation.  None of the following
shall be considered a liquidation, dissolution or winding up of the
Corporation within the meaning of this section: (1) a consolidation or merger
of the Corporation with or into any other corporation; (2) a merger of any
other corporation into the Corporation; (3) a reorganization of the
Corporation; (4) the purchase or redemption of all or part of the outstanding
shares of any class or classes of the Corporation; (5) a sale or transfer of
all or any part of the assets of the Corporation; or (6) a share exchange to
which the Corporation is a party.

          5.   Redemption.

               (a) Optional Redemption.  The Series C Stock may be called for
redemption and redeemed at the option of the Corporation by resolution of the
Board of Directors, in whole at any time or in part at any time or from time
to time upon the notice hereinafter provided for in paragraph (c), by the
payment therefor of the redemption price per share of $1,000 plus an amount
equal to the accrued and unpaid cumulative dividends thereon to the date fixed
by the Board of Directors as the redemption date.  In addition, the
Corporation may so call for redemption at any time after January 1, 1994 all,
but not less than all, of the shares of Series C Stock held by any person, but
only if such person is not also a holder of shares of either Class A Common
Stock or Class B Common Stock.

               (b) No Mandatory Redemption.  There is no mandatory sinking fund
for, or other required redemption of, the Series C Stock.
               
              (c) Manner of Redemption.

                  (i) If less than all of the outstanding shares of Series C
Stock shall be called for redemption (and such redemption is not pursuant to
the second sentence of paragraph (a)), the particular  shares to be redeemed
shall be selected by lot or by such other equitable manner as may be
prescribed by resolution of the Board of Directors.

                  (ii) Notice of redemption of any shares of Series C Stock
shall be given by the Corporation by first-class mail, not less than 30 nor
more than 60 days prior to the date fixed by the Board of Directors of the
Corporation for redemption (the "redemption date"), to the holders of record
of the shares to be redeemed at their respective addresses then appearing on
the records of the Corporation.  The notice of the redemption shall state:
(1) the redemption date; (2) the redemption price; (3) if less than all
outstanding shares of Series C Stock of the holder are to be redeemed, the
identification of the shares of Series C Stock to be redeemed; (4) that
dividends on the shares to be redeemed shall cease to accrue on the redemption
date; and (5) the place or places where such shares of Series C Stock to be
redeemed are to be surrendered for payment of the redemption price.

                  (iii)  Notice having been mailed as aforesaid, from and
after the redemption date (unless default shall be made by the Corporation in
providing money for the payment of the redemption price of the shares called
for redemption), dividends on the shares of Series C Stock so called for
redemption shall cease to accrue, and from and after the redemption date or
such earlier date as funds shall be set aside for payment of the redemption
price (unless default shall be made by the Corporation in providing money for
the payment of the redemption price of the shares called for redemption) said


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shares shall no longer be deemed to be outstanding, and all rights of the
holders thereof as stockholders of the Corporation (except the right to
receive from the Corporation the redemption price) shall cease.  Upon
surrender in accordance with said notice of the certificates for any shares so
redeemed (properly endorsed or assigned for transfer, if the Board of
Directors of the Corporation shall so require and the notice shall so state),
such shares shall be redeemed by the Corporation at the redemption price
aforesaid.

                  (iv) Shares of Series C Stock redeemed by the Corporation
shall be restored to the status of authorized and unissued shares of Series
Preferred Stock, undesignated as to series, and, except as otherwise provided
by the express terms of the series redeemed or of any other outstanding
series, may be reissued by the Corporation as shares of one or more series of
Series Preferred Stock other than Series C Stock.

          6.   Voting Rights.

               (a) No Voting Rights Generally.  Except as expressly provided to
the contrary in this resolution or as otherwise required by law, the holders
of Series C Stock shall have no right to vote at, or to participate in, any
meeting of stockholders of the Corporation, or to receive any notice of such
meeting.

               (b) Rights Upon Dividend Arrearage.

                  (i) In the event that dividends upon the Series C Stock shall
be in arrears in an amount equal to four full semi-annual dividends thereon,
the number of directors constituting the full board shall be increased by two,
and the holders of the Series C Stock voting noncumulatively and separately as
a single class together with the holders of any other shares of Series
Preferred Stock having the right to elect directors as a class under such
circumstances, shall be entitled to elect two members of the Board of
Directors of the Corporation at the next annual meeting of stockholders of the
Corporation or at a special meeting called as hereinafter provided in this
section.  Such voting rights of the holders of Series C Stock shall continue
until all accumulated and unpaid dividends thereon shall have been paid in
full, whereupon such special voting rights of the holders of Series C Stock
shall cease (and the respective terms of the two additional directors shall
thereupon expire and the number of directors constituting the full board shall
be decreased by two) subject to being again revived from time to time upon the
recurrence of the conditions described in this section as giving rise thereto.
               
                  (ii) At any time when such right of holders of Series C Stock
to elect two additional directors shall have so vested, the Corporation may,
and upon the written request of the holders of record of not less than 10% of
the Series C Stock then outstanding (or 10% of all Series Preferred Stock
having the right to vote for such directors in case holders of shares of other
series of Series Preferred Stock shall also have the right to elect directors
as a class in such circumstances) shall, call a special meeting of holders of
such Series C Stock (and other series of Series Preferred Stock, if
applicable) for the election of directors.  In the case of such a written
request, such special meeting shall be held within 60 days after the delivery
of such request, and, in either case, at the place and upon the notice
provided by law and in the bylaws of the Corporation; except that the
Corporation shall not be required to call such a special meeting if such
request is received less than 120 days before the date fixed for the next
ensuing annual meeting of stockholders of the Corporation.


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                  (iii) Whenever the number of directors of the Corporation
shall have been increased by two as provided in this section, the number as so
increased may thereafter be further increased or decreased in such manner as
may be permitted by the bylaws of the Corporation and without the vote of the
holders of Series C Stock.  No such action shall impair the right of the
holders of Series C Stock to elect and to be represented by two directors as
provided in this section.

                  (iv) The two directors elected as provided in this section
shall serve until the next annual meeting of stockholders of the Corporation
and until their respective successors shall be elected and qualified or the
earlier expiration of their terms as provided in this section.  No such
director may be removed without the vote or consent of holders of a majority
of the shares of Series C Stock (or holders of a majority of shares of Series
Preferred Stock having the right to vote in the election of such director in
case holders of shares of other series of Series Preferred Stock shall also
have the right to elect such director as a class).  If, prior to the
expiration of the term of any such director, a vacancy in the office of such
director shall occur, such vacancy shall, until the expiration of such term,
in each case be filled by appointment made by the remaining director elected
as provided in this section.

          7.  Restrictions on Transfer.  The shares of Series C Stock shall
not be transferable prior to February 1, 1997 (other than by will or the laws
of descent), except that such shares may be  transferred to the Corporation
pursuant to a redemption or purchase thereof.  On and after February 1, 1997,
the shares of Series C Stock shall be freely transferable at any time, at the
option of the holder.

          8.  No Conversion Rights.  The holders of shares of Series C Stock
shall not have the right to convert such shares into other securities of the
Corporation.

     FIFTH:  Subject to the rights of holders of Series Preferred Stock to
elect additional directors under certain circumstances, the Corporation shall
be governed in accordance with the following provisions:

     5A.  Number of Directors

          The Board of Directors of the Corporation shall consist of not less
than nine and not more than 19 members and the Chief Executive Officer of the
Corporation shall always be one of the members. The exact number of directors
within such minimum and maximum shall be fixed by the Board of Directors.

     5B.  Election

          Directors need not be elected by written ballot.

     SIXTH:  The following terms shall have the accompanying defined meanings:

          1.   "Appraiser" shall mean a firm headquartered in the United
States of nationally recognized standing in the business of appraisal or
valuation of securities which does not own any stock of the Corporation and
which has been selected by the Board of Directors to act as an independent
appraiser.


 12

          2.   "Permitted Transferee" shall have the meaning as defined in the
Stockholders' Agreement.

          3.   "Stockholders' Agreement" shall mean the Amended and Restated
Stockholders' Agreement dated as of April 7, 1988, by and among the
Corporation and the persons named therein as the same may be amended and a
copy of which is on file with the Secretary of the Corporation.

          4.   "Subsidiary" shall mean any corporation or other entity of
which the Corporation shall, directly or indirectly, own 50% or more of the
equity, as determined by the Board of Directors and any other corporation or
other entity in which the Corporation shall directly or indirectly have an
equity investment and which the Board of Directors shall in its sole
discretion designate.

     SEVENTH:  The By-Laws of the Corporation may be made, altered, amended,
changed, added to or repealed by the Board of Directors of the Corporation
without the assent or vote of the stockholders.

     EIGHTH:  Each person who was or is made a party or is threatened to be
made a party to or is involuntarily involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
("proceeding"), by reason of the fact that he or a person of whom he is the
legal representative is or was a director or officer of the Corporation or is
or was serving at the request of the Corporation as a director or officer of
another corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in an official
capacity as a director, officer or representative or in any other capacity
while serving as a director, officer or representative shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Delaware General Corporation Law, as the same exists or may hereafter be
amended, against all expenses, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts paid or to be
paid in settlement) reasonably incurred or suffered by him in connection
therewith; provided, however, that the Corporation shall indemnify any such
person seeking indemnity in connection with an action, suit or proceeding (or
part thereof) initiated by such person only if action, suit or proceeding (or
part thereof) was authorized by the Board of Directors. Such right shall be a
contract right and shall include the right to be paid by the Corporation
expenses incurred in defending any such proceeding in advance of its final
disposition upon delivery to the Corporation of an undertaking, by or on
behalf of such person, to repay all amounts so advanced if it should be
determined ultimately that such person is not entitled to be indemnified under
this section or otherwise.

     If a claim under this Article is not paid in full by the Corporation
within ninety days after a written claim has been received by the Corporation,
the claimant unpaid may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and if successful in
whole or in part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim. It shall be a defense to any such action (other
than an action brought to enforce a claim for expenses incurred in defending
any proceeding in advance of its final disposition where the required
undertaking has been tendered to the Corporation) that the claimant has not
met the standards of conduct which make it permissible under the Delaware


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General Corporation Law for the Corporation to indemnify the claimant for the
amount claim, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual  determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant had not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that claimant had not met the applicable standard of
conduct.

     The rights conferred by this Article shall not be exclusive of any other
right which such person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise.

     The Corporation may maintain insurance, at its expense, to protect itself
and any such director, officer or representative against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify him against such expense, liability or loss under the Delaware
General Corporation Law.

     NINTH:  The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated Certificate of Incorporation
in the manner now or hereafter prescribed by law, and all rights and powers
conferred herein on stockholders, directors and officers are subject to this
reserved power.

     TENTH:  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 by 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 of 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 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
stockholders or class of stockholders of the Corporation, as the case may be,
and also on the Corporation.

     ELEVENTH:  To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders
for monetary damages for breach of fiduciary duty as director.


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     IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which
restates and integrates and further amends the Corporation's Certificate of
Incorporation, as heretofore amended and restated, having been duly adopted
pursuant to the provisions of Sections 242 and 245 of the General Corporation
Law of the State of Delaware, has been duly executed this 8th day of February,
1994.


                                         THE ARA GROUP, INC.


Attest:   /s/ DONALD S. MORTON            By:   /s/ MARTIN W. SPECTOR
        -----------------------               ------------------------
        Donald S. Morton                      Martin W. Spector
        Assistant Secretary                   Executive Vice President