
EXHIBIT 3.4
                         CERTIFICATE OF AMENDMENT
                                    OF
                         ARTICLES OF INCORPORATION
                                    OF
                        AMERICAN MULTI-CINEMA, INC.

     Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned corporation certifies as follows:

      1.The name of the corporation is:

                         American Multi-Cinema, Inc.

     The name under which the corporation was originally organized was:

                         American Royal Cinema, Inc.

      2.On December 29, 1994, the shareholders of the corporation adopted
an amendment to the corporation's Articles of Incorporation.

      3.ARTICLE THIRD of the corporation's Articles of Incorporation was
amended so that, as amended, such ARTICLE THIRD shall be and read in its
entirety as set forth on Exhibit A attached hereto and incorporated herein
by this reference.

      4.Of the 8,800,000 outstanding shares of the corporation's stock,
all shares were entitled to vote on the amendment.

      5.All shares of the corporation's stock voted for the amendment and
no shares voted against the amendment.

     IN WITNESS WHEREOF, the undersigned, S.H. Durwood, Chairman and CEO of
the corporation and Nancy L. Gallagher, Secretary of the corporation, have
executed this instrument on behalf of the corporation and the Secretary of
the corporation has affixed its corporate seal hereto and attested said
seal on the 29th day of December, 1994.

                              AMERICAN MULTI-CINEMA, INC.

                              By: /s/ S.H. Durwood                          
     Name: S.H. Durwood
     Title: Chairman and CEO

     By: /s/ Nancy L. Gallagher                                             
     Nancy L. Gallagher, Secretary

 STATE OF MISSOURI)
     ) ss.
 COUNTY OF JACKSON)


     I, the undersigned, a notary public, do hereby certify that on the
29th day of December, 1994, personally appeared before me S.H. Durwood,
who, being by me first duly sworn, declared that he/she is the Chairman and
CEO of American Multi-Cinema, Inc., a Missouri corporation, that he/she
signed the foregoing document as Chairman and CEO of said corporation, and
that the statements contained therein are true.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year first above written.


     /s/ Betty Sue Wiggins                                                  
                                   Notary Public in and for said County and
                                   State

My Commission Expires:

     
<PAGE>
                                  Exhibit A

     THIRD.  The aggregate number of shares of stock that the Corporation
shall have authority to issue shall be 12,800,000 shares, consisting of
8,800,000 shares of common stock, $.0625 par value per share, and 4,000,000
shares of preferred stock, $.0625 par value per share.

     No holder of any shares of the Corporation shall be entitled as such,
as a matter of right, to purchase or subscribe for any shares of stock of
the Corporation of any class, whether now or hereafter authorized or
whether issued for cash, property or services or as a dividend or
otherwise, or to purchase or subscribe for any obligations, bonds, notes,
debentures, other securities or stock convertible into shares of stock of
the Corporation or carrying or evidencing any right to purchase shares of
stock of any class.

     Each share of the $1.75 Cumulative Preferred Stock shall rank equally
in all respects and shall be subject to the following provisions:

      Section 1.Designation; Rank.  This series of preferred stock
shall be designated $1.75 Cumulative Preferred Stock, par value $.0625 per
share (the "Preferred").  The Preferred will rank, with respect to dividend
rights and rights on liquidation, winding up and dissolution, (a) senior to
all classes of common stock of the Corporation (including, without
limitation, the Common Stock) and each other class of capital stock or
series of preferred stock established after the offering of the Preferred
by the Board of Directors that does not expressly provide that it ranks
senior to or on a parity with the Preferred as to dividend rights and
rights on liquidation, winding up and dissolution (collectively referred to
with the common stock of the Corporation as "Junior Securities"), (b) on a
parity with each other class of capital stock or series of preferred stock
issued by the Corporation established after the offering of the Preferred
by the Board of Directors that expressly provides that such series will
rank on a parity with the Preferred as to dividend rights and rights on
liquidation, winding up and dissolution (collectively referred to as
"Parity Securities" and (c) junior to each other class of capital stock or
series of preferred stock established after the offering of the Preferred
by the Board of Directors that expressly provides that such series will
rank senior to the Preferred as to dividend rights and rights on
liquidation, winding up and dissolution (collectively referred to as
"Senior Securities").

      Section 2.Authorized Number.  The number of shares
constituting the Preferred shall be 4,000,000 shares.

      Section 3.Dividends.  Holders of shares of the Preferred
will be entitled to receive, when, as and if declared by the Board of
Directors out of funds of the Corporation legally available for payment,
cash dividends at an annual rate of $1.75 per share of Preferred, payable
in arrears on March 15, June 15, September 15 and December 15 of each year,
commencing March 15, 1995 (and, in the case of any accrued but unpaid
dividends, at such additional times and for such interim periods, if any,
as determined by the Board of Directors), except that if any such date is a
Saturday, Sunday or legal holiday, then such dividend shall be payable on
the next day that is not a Saturday, Sunday or legal holiday.  Each
dividend will be payable to holders of record as they appear in the stock
register of the Corporation on a record date fixed by the Board of
Directors which shall be not more than 60 days nor less than 10 days before
the payment date.  Dividends payable on the Preferred for each full
dividend period will be computed by annualizing the dividend rate and
dividing by four.  Dividends payable for any period less than a full
dividend period or for that portion of any period greater than a full
dividend period will be computed on the basis of a 360-day year consisting
of twelve 30-day months.  The Preferred will not be entitled to any
dividend, whether payable in cash, property or stock, in excess of full
cumulative dividends.  No interest or sum of money in lieu of interest,
will be payable in respect of any accrued and unpaid dividends.

     No full dividends may be declared or paid or funds set apart for the
payment of dividends on any Parity Securities for any period unless full
cumulative dividends shall have been paid or set apart for such payment on
the Preferred.  If full cumulative dividends are not paid in full, or
declared in full and sums set apart for the payment thereof, upon the
Preferred and upon any other Parity Securities, all dividends declared upon
shares of Preferred and any such Parity Securities will be declared and
paid pro rata so that in all cases the amount of dividends declared per
share on the Preferred and on such other Parity Securities will bear to
each other the same ratio that accrued and unpaid dividends per share on
the shares of Preferred and such other Parity Securities bear to each
other.  No dividends may be paid or set apart for such payment on Junior
Securities (except rights to acquire Junior Securities) and no Junior
Securities may be repurchased, redeemed or otherwise retired, no may funds
be set apart for payment with respect thereto, if full dividends have not
been paid on the Preferred.  Accumulated unpaid dividends will not bear
interest.

      Section 4.Liquidation Rights.  In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Corporation,
before any payment or distribution of assets is made on any Junior
Securities, including, without limitation. the Common Stock of the
Corporation, but after payment or provision for payment of the Company's
debts and other liabilities, the holders of the Preferred shall receive a
liquidation preference of $25.00 per share and shall be entitled to receive
all accrued and unpaid dividends through the date of distribution, and the
holder of any Parity Securities shall be entitled to receive the full
respective liquidation preferences (including any premium) to which they
are entitled and shall receive all accrued and unpaid dividends with
respect to their respective shares through and including the date of
distribution.  If, upon such a voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the assets of the Corporation
are insufficient to pay in full the amounts described above as payable with
respect to the Preferred and any Parity Securities, the holders of the
Preferred and such Parity Securities will share ratably in any such
distribution of assets of the Corporation, first in proportion to their
respective liquidation preferences, until such preferences are paid in
full, and then in proportion to their respective amounts of accrued but
unpaid dividends.  After payment of any such liquidation preference and
accrued dividends, the shares of Preferred will not be entitled to any
further participation in any distribution of assets by the Corporation. 
Neither the sale or transfer of all or substantially all the assets of the
Corporation, nor the merger or consolidation of the Corporation into or
with any other corporation or a merger of any other corporation with or
into the Corporation, nor any dissolution, liquidation, winding up or
reorganization of the Corporation immediately followed by reincorporation
of another corporation holding substantially all the assets of the
Corporation, will be deemed to be a liquidation, dissolution or winding up
of the Corporation.

      Section 5.Optional Redemption.

      a.Shares of Preferred may not be redeemed by the Corporation
on or prior to March 15, 1997.  After March 15, 1997, the Corporation, at
its option, may redeem the shares of Preferred, in whole or in part, out of
funds legally available therefor, at any time or from time to time, subject
to the notice provisions and provisions for partial redemption described
below, during the twelve-month periods beginning immediately after March 15
in each of the following years at the following redemption prices per share
(expressed as a percentage of the $25.00 liquidation preference thereof)
plus accrued and unpaid dividends, if any, up to but excluding the date
fixed for redemption (the "Redemption Date"), whether or not declared (the
"Redemption Price"):

          Year    Redemption Price 
          1997 . . . . 104%
          1998 . . . . 103%
          1999 . . . . 102%
          2000 . . . . 101%
          2001 and thereafter. . . . . . . . . .100%

      b.In the event the Corporation shall redeem shares of
Preferred, notice of such redemption shall be given by first class mail,
postage prepaid, not less than 30 days nor more than 60 days prior to the
Redemption Date, to each holder of record of the shares of Preferred to be
redeemed, at such holder's address as the same appears in the stock
register of the Corporation.  Each such notice shall state (i) the
Redemption Date, (ii) the number of shares of Preferred to be redeemed and,
if less than all the shares held by such holder is to be redeemed, the
number of such shares to be redeemed from such holder, (iii) The Redemption
Price, (iv) the place or places where certificates for such shares of
Preferred are to be surrendered for payment of the Redemption Price, and
(v) that dividends on the shares of Preferred to be redeemed shall cease to
accrue on such Redemption Date.  In order to facilitate the redemption of
the Preferred, the Board of Directors may fix a record date for
determination of holders of shares of Preferred to be redeemed, which shall
not be less than 30 days nor more than 60 days prior to the Redemption Date
with respect thereto.  If, on the Redemption Date, funds necessary for the
redemption shall be available therefor, and shall have been irrevocably
deposited or set aside, then, notwithstanding that the certificates
evidencing any shares of Preferred so called for redemption shall not have
been surrendered (unless the Corporation defaults in making payment of the
Redemption Price), the dividends with respect to the shares so called for
redemption shall cease to accrue after the Redemption Date, such shares
shall no longer be deemed outstanding, all rights of the holders of such
shares as stockholders of the Corporation shall cease, and all rights
whatsoever with respect to the shares so called for redemption (except the
right of the holders to receive the Redemption Price without interest upon
surrender of their certificates therefor) shall terminate.

     Upon surrender in accordance with said notice of the certificates for
any such shares of Preferred so redeemed (properly endorsed or assigned for
transfer, if the Board of Directors shall so require and the notice shall
so state), such shares shall be redeemed by the Corporation at the
applicable Redemption Price.  If fewer than all of the outstanding shares
of Preferred are to be redeemed, the shares to be redeemed shall be
selected by the Corporation from outstanding shares of Preferred not
previously called for redemption by lot or pro rata.  If fewer than all the
shares of Preferred represented by any certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares without cost
to the holder thereof.

     In the event that the Corporation has failed to pay accrued and unpaid
dividends on the Preferred, the Preferred may not be redeemed unless all
outstanding shares of Preferred are simultaneously redeemed or the
outstanding shares of the Preferred are redeemed on a pro rata basis.

      Section 6.Voting Rights.

     Except as otherwise provided herein or as may be required by Missouri
law or provided by the resolution creating any other series of preferred
stock, the holders of shares of Preferred will have no voting rights.

      Section 8.Status of Reacquired Shares.  If shares of the
Preferred are redeemed pursuant to Section 5 hereof, the shares so redeemed
shall, upon compliance with any statutory requirements, assume the status
of authorized but unissued shares of preferred stock of the Corporation.

      Section 9.Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have
been duly given if delivered by hand or when sent by telex or telecopier
(with receipt confirmed), provided a copy is also sent by express
(overnight, if possible) courier, addressed, (a) in the case of a holder of
the Preferred, to such holder's address of record and, (b) in the case of
the Corporation, to the Company's principal executive offices to the
attention of the Company's Secretary.

<PAGE>
                   Amendment of Articles of Incorporation
                (To be submitted in duplicate by an attorney)
                                      
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     Pursuant to the provisions of The General and Business Corporation Law
of Missouri, the undersigned Corporation certifies the following:

      (1)The present name of the Corporation is AMERICAN MULTI-CINEMA,
INC.

     The name under which it was originally organized was AMERICAN ROYAL
CINEMA, INC.

      (2)An amendment to the Corporation's Articles of Incorporation was
adopted by the shareholders on June 20, 1983.
     
      (3)Article # THIRD is amended to read as follows:

                                see attached

      (4)Of the 1,100,000 shares outstanding, 1,100,000 of such shares
were entitled to vote on such amendment.

     The number of outstanding shares of any class entitled to vote thereon
as a class were as follows:

                    Number of
          Class Outstanding Shares

        Common       1,100,000

      (5)The number of shares voted for and against the amendment was as
follows:

          ClassNo. Voted For    No. Voted Against

        Common    1,100,000           -0-
           

      (6)If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares having
a par value as changed is:

     8,800,000 shares of par value of $.0625 per share for total
     authorized capital of $550,000

     If the amendment changed the number of authorized shares without par
value, the authorized number of shares without par value as changed and the
consideration proposed to be received for such increased authorized shares
without par value as are to be presently issued are:

                                     N/A

      (7)If the amendment provides for an exchange, reclassification, or
cancellation of issued shares, or a reduction of the number of authorized
shares of any class below the number of issued shares of that class, the
following is a statement of the manner in which such reduction shall be
effected:

                                     N/A

<PAGE>
     IN WITNESS WHEREOF, the undersigned, Ron D. Leslie, Vice President has
executed this instrument and its Secretary, Alan K. Benjamin has affixed
its corporate seal hereto and attested said seal on the 11th day of August,
1983.

PLACE
CORPORATE SEAL
HERE
(IF NO SEAL, STATE "NONE")

                              AMERICAN MULTI-CINEMA, INC.                   
     (Name of Corporation)

ATTEST:


   /s/ Alan K. BenjaminBy: /s/ Ron D. Leslie                                
          SecretaryVice President
         Alan K. BenjaminRon D. Leslie

 STATE OF MISSOURI)
     ) SS.
 COUNTY OF JACKSON)

     I, Donna F. McCorkendale, a notary public, do hereby certify that on
this 11th day of August, 1983, personally appeared before me Ron D. Leslie,
who, being by me first duly sworn, declared that he is the Vice President
of American Multi-Cinema, Inc., that he signed the foregoing document as
Vice President of the corporation, and that the statements therein
contained are true.

     /s/ Donna F. McCorkendale                                              
     Notary Public

(NOTARIAL
SEAL)

My commission expires:

 SEPT 27, 1986<PAGE>
     THIRD.  The aggregate number of shares of stock which the
Corporation shall have authority to issue shall be 8,800,000 shares of
common stock, each of the par value of $.0625 per share.

     Immediately prior to the effectiveness of this amendment the
Corporation was authorized to issue 1,100,000 shares of common stock of
the par value of $.50 per share, aggregating $550,000.  After the
effectiveness of this amendment the Corporation will be authorized to
issue 8,800,000 shares of common stock of the par value of $.0625 per
share, aggregating $550,000.

     Immediately prior to the effectiveness of this amendment the
Corporation had 1,100,000 shares of common stock of the par value of
$.50 per share issued and outstanding.

     Upon the effectiveness of this amendment:

      (a)Each of said 1,100,000 issued and outstanding shares of $.50
par value common stock shall be, and hereby is, automatically
reclassified as and converted into shares of common stock of the
Corporation of the par value of $.0625 each, on the basis of eight
shares of $.0625 par value common stock of the Corporation for each
share of the Corporation's $.50 par value common stock, aggregating
8,800,000 shares of $.50 par value common stock;

      (b)The entire stated capital in respect of all of the issued
shares of $.50 par value common stock shall be, and it hereby is,
transferred to the Corporation's capital in respect of said 8,800,000
shares of $.0625 par value common stocks.

     Accordingly, immediately after the effectiveness of this amendment,
the Corporation will have issued and outstanding 8,800,000 shares of
common stock of the par value of $.0625 each, aggregating $550,000 of
stated capital.

     From and after the effectiveness of this amendment, each stock
certificate formerly representing shares of the Corporation's $.50 par
value common stock issued and outstanding immediately prior to the
effectiveness of this amendment shall, without further action, represent
shares of the Corporation's common stock of the par value of $.0625
each, on the basis of eight shares of $.0625 par value common stock for
each share of $.50 par value common stock formerly represented by such
stock certificate.

     No holder of any shares of the Corporation shall be entitled as
such, as a matter of right, to purchase or subscribe for any shares of
stock of the Corporation of any class, whether now or hereafter
authorized or whether issued for cash, property or services or as a
dividend or otherwise, or to purchase or subscribe for any obligations,
bonds, notes, debentures, other securities or stock convertible into
shares of stock of the Corporation or carrying or evidencing any right
to purchase shares of stock of any class.

     None of the Shareholders shall sell, assign, pledge, or otherwise
transfer or encumber in any manner or by any means whatever, any
interest in all or part of his, her, or its capital stock of the
Corporation now owned or hereafter acquired without the prior written
consent of the Corporation first obtained, nor shall any such
Shareholder sell any such stock without having first offered it to
others in accordance with the terms and conditions of this Article;
provided, however, that if the consent required by this Paragraph is
granted, the transferee shall accept such stock subject to all the
restrictions, terms, and conditions herein contained.

     In the event any of the Shareholders shall desire to sell any
portion or all of his, her, or its capital stock of the Corporation, and
shall not have received the prior written consent of the Corporation,
he, she, or it may sell the same only after offering it to others in the
following manner:

     The Shareholder desiring to sell all or part of his, her, or
     its stock shall serve notice upon the Corporation and all other
     Shareholders by registered mail, return receipt requested,
     indicating that he, she, or it has a bona fide offer for the sale
     of such of his, her, or its stock for a price consisting only of
     cash, stating the number of shares to be sold, the name and address
     of the person desiring to purchase same and the sales price and
     terms of payment of such sale; said notice shall also contain an
     offer to sell such stock upon the terms and conditions as set forth
     in the aforesaid bona fide offer of sale.

     For a period of thirty (30) days after the mailing of such
     notice the Corporation shall have the option to redeem the stock so
     offered.  If the Corporation fails to exercise such option the
     other Shareholders shall have the option to purchase such stock pro
     rata to their then existing holdings within thirty (30) days after
     the termination of the Corporation's option to redeem.

     In the event that neither the Corporation nor the other
     Shareholders shall exercise the option to redeem or purchase, as
     the case may be, as provided herein, the offering Shareholder shall
     be free to dispose of the shares of stock so offered to the person
     named in the aforesaid bona fide offer of purchase at the price and
     upon the terms and conditions set forth in his offer; provided,
     however, that such disposition must be made within ninety (90) days
     following the termination of the Shareholders' option.

     The manner of payment by the Corporation or the other
     Shareholders shall be the same as set forth in the notice from the
     party desiring to sell said stock, i.e., the terms set forth in
     said bona fide offer.

     The Corporation shall cause each and every certificate of capital
stock of the Corporation whether presently or hereafter issued to be
endorsed as follows:

     "NOTICE IS HEREBY GIVEN that the sale, assignment, transfer, pledge
     or other disposition of the shares of capital stock represented by
     this certificate are subject to certain restrictions contained in
     ARTICLE THIRD of the Articles of Incorporation and that the right
     to purchase or subscribe for any additional shares of stock of the
     Corporation is restricted as provided in said ARTICLE THIRD of the
     Articles of Incorporation."

     In addition the Corporation shall cause any certificates of capital
stock issued pursuant to a certain Common Stock Purchase Warrant dated
October 23, 1968, to be further endorsed with a legend as provided in
Paragraph 10 of said Common Stock Purchase Warrant.

     That a true copy of the Articles of Incorporation and said Purchase
Warrant is and shall remain on file in the office of the President of
the Corporation.
<PAGE>
                  Amendment of Articles of Incorporation
              (To be submitted in duplicate by an attorney)
                                     
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     Pursuant to the provisions of The General and Business Corporation
Law of Missouri, the undersigned Corporation certifies the following:

      (1)The present name of the Corporation is AMERICAN MULTI-CINEMA,
INC.

     The name under which it was originally organized was AMERICAN ROYAL
CINEMA, INC.

      (2)An amendment to the Corporation's Articles of Incorporation
was adopted by the shareholders on July 28, 1980.
     
      (3)Article # SIX is amended to read as follows:

     The number of directors to constitute the board of directors is
five.  Thereafter the number of directors shall be fixed by, or in the
manner provided in the bylaws.  Any change in the number will be
reported to the Secretary of State within thirty calendar days of such
change.

      (4)Of the 1,100,000 shares outstanding, 1,100,000 of such shares
were entitled to vote on such amendment.

     The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:

                    Number of
          Class Outstanding Shares

        Common       1,100,000

      (5)The number of shares voted for and against the amendment was
as follows:

          ClassNo. Voted For    No. Voted Against

        Common    1,100,000           -0-


      (6)If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares
having a par value as changed is:

                                   N/A

     If the amendment changed the number of authorized shares without
par value, the authorized number of shares without par value as changed
and the consideration proposed to be received for such increased
authorized shares without par value as are to be presently issued are:

                                   N/A

      (7)If the amendment provides for an exchange, reclassification,
or cancellation of issued shares, or a reduction of the number of
authorized shares of any class below the number of issued shares of that
class, the following is a statement of the manner in which such
reduction shall be effected:

                                   N/A

<PAGE>
     IN WITNESS WHEREOF, the undersigned, S.H. Durwood, President, has
executed this instrument and its Secretary, Alan K. Benjamin has affixed
its corporate seal hereto and attested said seal on the 27th day of
October, 1980.

PLACE
CORPORATE SEAL
HERE
(IF NO SEAL, STATE "NONE")

                              AMERICAN MULTI-CINEMA, INC.                
     (Name of Corporation)

ATTEST:


   /s/ Alan K. BenjaminBy: /s/ S.H. Durwood                              
          SecretaryPresident


 STATE OF MISSOURI)
     ) SS.
 COUNTY OF JACKSON)

     I, Donna F. McCorkendale, a notary public, do hereby certify that
on this 27th day of October, 1980, personally appeared before me S.H.
Durwood, who, being by me first duly sworn, declared that he is the
President of American Multi-Cinema, Inc., that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.

     /s/ Donna F. McCorkendale                                           
     Notary Public

(NOTARIAL
SEAL)

My commission expires:

 SEPT 27, 1982
<PAGE>
          CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                                    OF
                       AMERICAN MULTI-CINEMA, INC.

     The undersigned, American Multi-Cinema, Inc., a Missouri
Corporation (the "Corporation"), for the purpose of amending the Articles
of Incorporation of the Corporation, in accordance with the General and
Business Corporation Law of Missouri does hereby make and execute this
Certificate of Amendment of Articles of Incorporation:

      I.The name of the Corporation is American-Multi Cinema, Inc. 
The name under which it was originally was American Royal Cinema, Inc.

      II.The amendment set forth below was adopted by the Shareholders
of the Corporation on July 26, 1978.

      III.The following resolution sets forth the amendment adopted.

     RESOLVED, that this Corporation amend its Articles of Incorporation
in the following manner:

     By striking therefrom the provisions of Article THIRD as presently
constituted and substituting in lieu thereof the following:

     "THIRD.  The aggregate number of shares which the Corporation
     shall have authority to issue shall be 1,100,000 shares of common
     stock, each of the par value of $.50 per share."

     "Upon the effectiveness of this amendment, all of the issued
     and outstanding shares of common stock of the Corporation of the
     par value of $10.00 per share shall be, and they hereby are,
     reclassified as and converted into shares of common stock of the
     Corporation of the par value of $.50 per share on the basis of
     twenty shares of $.50 par value common stock of the Corporation for
     each share of the Corporation's $10.00 par value common stock."

     "From and after the effectiveness of this amendment, each stock
     certificate formerly representing shares of the Corporation's
     $10.00 par value common stock outstanding immediately prior to the
     effectiveness of this amendment shall, without further action,
     represent shares of the Corporation's common stock of the par value
     of $.50 each on the basis of twenty shares of $.50 par value common
     stock for each share of $10.00 par value common stock formerly
     represented such certificate."

     No holder of any shares of the Corporation shall be entitled as
such, as a matter of right, to purchase or subscribe for any shares of
stock of the Corporation of any class, whether now or hereafter
authorized or whether issued for cash, property or services or as a
dividend or otherwise, or to purchase or subscribe for any obligations,
bonds, notes, debentures, other securities or stock convertible into
shares of stock of the Corporation or carrying or evidencing any right
to purchase shares of stock of any class.

     None of the Shareholders shall sell, assign, pledge, or otherwise
transfer or encumber in any manner or by any means whatever, any
interest in all or part of his, her, or its capital stock of the
Corporation now owned or hereafter acquired without the prior written
consent of the Corporation first obtained, nor shall any such
Shareholder sell any such stock without having first offered it to
others in accordance with the terms and conditions of this Article;
provided, however, that if the consent required by this Paragraph is
granted, the transferee shall accept such stock subject to all the re-

strictions, terms, and conditions herein contained.

     In the event any of the Shareholders shall desire to sell any
portion or all of his, her, or its capital stock of the Corporation, and
shall not have received the prior written consent of the Corporation,
he, she, or it may sell the same only after offering it to others in the
following manner:

     The Shareholder desiring to sell all or part of his, her, or
     its stock shall serve notice upon the Corporation and all other
     Shareholders by registered mail, return receipt requested,
     indicating that he, she, or it has a bona fide offer for the sale
     of such of his, her, or its stock for a price consisting only of
     cash, stating the number of shares to be sold, the name and address
     of the person desiring to purchase same and the sales price and
     terms of payment of such sale; said notice shall also contain an
     offer to sell such stock upon the terms and conditions as set forth
     in the aforesaid bona fide offer of sale.

     For a period of thirty (30) days after the mailing of such
     notice the Corporation shall have the option to redeem the stock so
     offered.  If the Corporation fails to exercise such option the
     other Shareholders shall have the option to purchase such stock pro
     rata to their then existing holdings within thirty (30) days after
     the termination of the Corporation's option to redeem.

     In the event that neither the Corporation nor the other
     Shareholders shall exercise the option to redeem or purchase, as
     the case may be, as provided herein, the offering Shareholder shall
     be free to dispose of the shares of stock so offered to the person
     named in the aforesaid bona fide offer of purchase at the price and
     upon the terms and conditions set forth in his offer; provided,
     however, that such disposition must be made within ninety (90) days
     following the termination of the Shareholders' option.

     The manner of payment by the Corporation or the other
     Shareholders shall be the same as set forth in the notice from the
     party desiring to sell said stock, i.e., the terms set forth in
     said bona fide offer.

     The Corporation shall cause each and every certificate of capital
stock of the Corporation whether presently or hereafter issued to be
endorsed as follows:

     "NOTICE IS HEREBY GIVEN that the sale, assignment, transfer, pledge
     or other disposition of the shares of capital stock represented by
     this certificate are subject to certain restrictions contained in
     ARTICLE THIRD of the Articles of Incorporation and that the right
     to purchase or subscribe for any additional shares of stock of the
     Corporation is restricted as provided in said ARTICLE THIRD of the
     Articles of Incorporation."

     In addition the Corporation shall cause any certificates of
     capital stock issued pursuant to a certain Common Stock Purchase
     Warrant dated October 23, 1968, to be further endorsed with a
     legend as provided in Paragraph 10 of said Common Stock Purchase
     Warrant.

     That a true copy of the Articles of Incorporation and said
     Purchase Warrant is and shall remain on file in the office of the
     President of the Corporation.

      IV.The number of shares of stock of the Corporation outstanding
and the number of shares entitled to vote on the foregoing amendment was
820,000 shares of common stock, par value $.50 per share.

      V.The foregoing amendment was, in accordance with the provisions
of The General and Business Corporation Law of Missouri, adopted by the
unanimous vote of the full Board of Directors at a special meeting of
said Board duly called and held for the sole purpose of recommending to
the sole Shareholder that the Articles of Incorporation be amended as
herein above provided.  Further said Amendment was adopted by the
written consent duly executed by the sole Shareholder of the Corporation
entitled to vote thereon, such consent having the same force and effect
as a unanimous vote of the Shareholders thereon at a meeting duly held. 
Accordingly, the number of shares of the Corporation voted for the
amendment was 820,000 and the number voted against the amendment was
none.

     IN WITNESS WHEREOF, this Certificate of Amendment has been executed
by the Corporation by its President and by its Secretary on this 26th
day of July, 1978.

                              AMERICAN MULTI-CINEMA, INC.


                              By /s/ S. H. Durwood                       
                                   Stanley H. Durwood, President


                              By /s/ Alan K. Benjamin                    
                                   Alan K. Benjamin, Secretary

   STATE OF MISSOURI)
     ) SS.
 COUNTY OF JACKSON)

     I, Ruth Ann Simison, a notary public, do hereby certify that on
this 26th day of July, 1978, personally appeared before me Stanley H.
Durwood, who being by me first duly sworn, declared that he is the
President of American Multi-Cinema, Inc., that he signed the foregoing
document as President of the Corporation, and that the statements
therein contained are true.

                                   /s/ Ruth Ann Simison                  
                                   Notary Public


My commission expires March 31, 1980

<PAGE>
                  Amendment of Articles of Incorporation
              (To be submitted in duplicate by an attorney)
                                     
HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO. 65101

     Pursuant to the provisions of The General and Business Corporation
Law of Missouri, the undersigned Corporation certifies the following:

      (1)The present name of the Corporation is AMERICAN MULTI-CINEMA,
INC.

     The name under which it was originally organized was AMERICAN ROYAL
CINEMA, INC.

      (2)An amendment to the Corporation's Articles of Incorporation
was adopted by the shareholders on June 21, 1976.
     
      (3)Article # Sixth is amended to read as follows:

     The number of directors to constitute the board of directors of the
     corporation is five.  Directors need not be shareholders unless the
     bylaws of the corporation require them to be shareholders.

      (4)Of the 820,000 shares outstanding, 820,000 of such shares were
entitled to vote on such amendment.

     The number of outstanding shares of any class entitled to vote
thereon as a class were as follows:

                    Number of
          Class Outstanding Shares

        Common        820,000

      (5)The number of shares voted for and against the amendment was
as follows:

          ClassNo. Voted For    No. Voted Against

        Common     820,000             -0-


      (6)If the amendment changed the number or par value of authorized
shares having a par value the amount in dollars of authorized shares
having a par value as changed is:

                                   N/A

     If the amendment changed the number of authorized shares without
par value, the authorized number of shares without par value as changed
and the consideration proposed to be received for such increased
authorized shares without par value as are to be presently issued are:

                                   N/A


<PAGE>
     IN WITNESS WHEREOF, the undersigned, S.H. Durwood, President, has
executed this instrument and its Secretary, Alan K. Benjamin, has
affixed its corporate seal hereto and attested said seal on the 23rd day
of June, 1976.

PLACE
CORPORATE SEAL
HERE
(IF NO SEAL, STATE "NONE")

                              AMERICAN MULTI-CINEMA, INC.                
     (Name of Corporation)

ATTEST:


   /s/ Alan K. BenjaminBy: /s/ S.H. Durwood                              
          SecretaryPresident


 STATE OF MISSOURI)
     ) SS.
 COUNTY OF JACKSON)

     I, Ruth Ann Simison, a notary public, do hereby certify that on
this 23rd day of June, 1976, personally appeared before me S.H. Durwood
who, being by me first duly sworn, declared that he is the President of
American Multi-Cinema, Inc., that he signed the foregoing document as
President of the corporation, and that the statements therein contained
are true.

                                   /s/ Ruth Ann Simison                  
                                   Notary Public


<PAGE>
         CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
                       AMERICAN ROYAL CINEMA, INC.

     I, STANLEY H. DURWOOD, do hereby certify the following with
reference to the proceedings for the amendment of the Articles of
Incorporation of American Royal Cinema, Inc, a Missouri corporation:

     Whereas, the resolution hereinafter set forth was adopted by the
Board of Directors of said corporation voting unanimously therefor at a
meeting held on the 13th day of May, 1969, at 1806 Power and Light
Building, Kansas City, Missouri, pursuant to written waiver of notice of
the time, place and purpose of said meeting, duly signed by all of the
members of said Board; and

     Whereas, a meeting of the shareholders of said corporation was held
pursuant to call of the Board of Directors pursuant to written waiver of
notice of the time, place and purpose of said meeting, duly signed by
all of the shareholders, at 1806 Power and Light Building, Kansas City,
Missouri, on the 13th day of May, 1969, to consider adoption of the
resolution hereinafter set forth, a copy of which had been duly served
upon said shareholders; and

     Whereas, I, Stanley H. Durwood, acted as chairman of said meeting
of shareholders:

     Now Therefore, pursuant to the provisions of Section 351.095,
Revised Statutes of Missouri, I, Stanley H. Durwood, do certify:

      1.The name of the corporation is American Royal Cinema, Inc.

      2.The resolution presented and adopted at said meeting of
shareholders was as follows:

     Resolved, that Article I of the Articles of Incorporation
     which now reads: The name of the corporation is American Royal
     Cinema, Inc, be amended to read as follows: The name of the
     corporation is American Multi-Cinema, Inc.

      3.On the date said resolution was adopted, the total number of
outstanding shares of stock of this corporation entitled to vote at said
meeting was 820,000 shares; at said meeting 820,000 shares voted in
favor of the adoption of said resolution, and no shares voted against
it.

     IN WITNESS WHEREOF, I, STANLEY H. DURWOOD, Chairman of the meeting
of stockholders above mentioned, have signed this Certificate, and the
Secretary of American Royal Cinema, Inc, has affixed thereto the
corporate seal of the Corporation and attested said seal hereon to be
hereto affixed this 13th day of May, 1969.

     /s/ S. H. Durwood                                                   
     STANLEY H. Durwood

Attest:

    /s/ Alan Benjamin
Secretary of American Royal Cinema, Inc.

 STATE OF MISSOURI)
     ) SS.
 COUNTY OF JACKSON)

     I, ___________________, first being duly sworn, on my oath state
that the facts set forth in the foregoing certificate are true.

     /s/ S. H. Durwood                                                   

     Subscribed and sworn to before me, a Notary Public, at my office in
Jackson County, Missouri, on this 19th day of May, 1969.

     My Commission expires 12-19, 1972
     
     /s/ Rosalie Wise                                                    

 STATE OF MISSOURI)
     ) SS.
 COUNTY OF JACKSON)

     On this 19th day of May, 1969, before me, a Notary Public,
personally appeared S. H. Durwood, to me known to be the person
described in and who executed the foregoing instrument, and acknowledged
that he executed the same as his free act and deed.

     In Witness Whereof, I have hereunto set my hand and affixed my
official seal at my office in Jackson County the day and year first
above written.

     My term of office as Notary Public will expire 12-19-72.

                              /s/ Rosalie Wise                           
     Notary Public

<PAGE>
                CERTIFICATE OF AMENDMENT OF INCORPORATION
                                    OF
                       AMERICAN ROYAL CINEMA, INC.

     The undersigned, American Royal Cinemas, Inc., a Missouri cor-

poration (the "Corporation"), for the purpose or amending the Articles or
Incorporation of the Corporation in accordance with The General and
Business Corporation Law of Missouri, does hereby make and execute this
Certificate of Amendment of Articles of Incorporation:

      I.The name of the Corporation in American Royal Cinemas Inc.

      II.The amendment set forth below was adopted by the shareholders
of the Corporation on September 30, 1968.

      III.The following resolution sets forth the amendment adopted

     RESOLVED that this corporation amend its Articles of
     Incorporation by striking therefrom the provisions of Article SIXTH
     as presently constituted and substituting in lieu hereof the
     followings

           "SIXTH.  The number or directors to constitute the board
          of directors or the corporation is six.  Directors need not be
          shareholders unless the bylaws of the corporation require them
          to be shareholders."

      IV.The number of shares of stock of the Corporation outstanding
and the number or shares entitled to vote on the foregoing amendment was
1,000 shares of common stock par value $.50 per share.

      V.The foregoing amendment was, in accordance with the provisions
of the General and Business Corporation Law of Missouri, adopted by
written consent signed by all of the shareholders of the Corporation
entitled to vote thereon, such consent having the same force and effect
as a unanimous vote of the shareholders thereon at a meeting duly held. 
Accordingly, the number of shares of the Corporation voted for the
amendment was 1,000 and the number voted against the amendment was none.

     IN WITNESS WHEREOF, this Certificate of Amendment has been executed
by the Corporation by its President and by its Assistant Secretary on
this 30th day of September,  1968.

                              AMERICAN ROYAL CINEMA, INC.

                              By /s/ S. H. Durwood                       
     Stanley H. Durwood


     By /s/ Frank S. Rutkowski                                           
     Frank S. Rutkowski, Assistant Secretary

 STATE OF MISSOURI)
     )  ss.
 COUNTY OF JACKSON)

     I, Barbara L. Barton, a notary public, do hereby certify that on
this 30th day of September, 1968, personally appeared before me Stanley
H. Durwood, who being by me first duly sworn, declared that he is the
President of American Royal Cinema, Inc., that he signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.

     /s/ Barbara L. Barton                                               
     Notary Public

(NOTARIAL SEAL)

My commission expires May 9, 1970.

<PAGE>
          CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                                    OF
                       AMERICAN ROYAL CINEMA, INC.

     The undersigned, American Royal Cinema, Inc., a Missouri
corporation (the "Corporation"), for the purpose of amending the Articles
of Incorporation of the Corporation, in accordance with The General and
Business Corporation Law of Missouri, does hereby make and execute this
Certificate of Amendment of Articles of Incorporation:

      I.The name of the Corporation is American Royal Cinema, Inc.

      II.The amendment set forth below was adopted by the shareholders
of the Corporation on September 18, 1968.

      III.The following resolution sets forth the amendment adopted:

     RESOLVED, that this corporation amend its Articles of Incorporation
in the following manner:

     By striking therefrom the provisions of article THIRD as
     presently constituted and substituting in lieu thereof the
     following:

           "THIRD.  The aggregate number of shares which
          the corporation shall have authority to issue shall
          be 1,100,000 shares of common stock, each of the par
          value of $.50 per share.

           "Upon the effectiveness of this amendment, all
          of the issued and outstanding shares of common stock
          of the corporation of the par value of $10.00 per
          share shall be, and they hereby are, reclassified as
          and converted into shares of common stock of the
          corporation of the par value of $.50 per share, on
          the basis of twenty shares of $.50 par value common
          stock of the corporation for each share of the
          corporation's $10.00 par value common stock.

           "From and after the effectiveness of this
          amendment, each stock certificate formerly
          representing shares of the corporation's $10.00 par
          value common stock outstanding immediately prior to
          the effectiveness of this amendment shall, without
          further action, represent shares of the
          corporation's common stock of the par value of $.50
          each on the basis of twenty shares of $.50 par value
          common stock for each share of $10.00 par value
          common stock formerly represented by such
          certificate."

      IV.The number of shares of stock of the Corporation outstanding
and the number of shares entitled to vote on the foregoing amendment was
50 shares of common stock, par value $10.00 per share.

      V.The foregoing amendment was, in accordance with the provisions
of The General and Business Corporation Law of Missouri, adopted by
written consent signed by the sole shareholder of the Corporation
entitled to vote thereon, such consent having the same force and effect
as a unanimous vote of the shareholders thereon at a meeting duly held. 
Accordingly, the number of shares of the Corporation voted for the
amendment was 50 and the number voted against the amendment was none.

      VI.As changed, the amount, in dollars, of the authorized shares
having a par value is $550,000.

      VII. The fifty (50) shares of issued and outstanding common
stock of the par value $10.00 per share will be reclassified into new
shares of common stock of the par value of $.50 per share on the basis
of twenty (20) of the new shares of common stock of the par value of
$.50 for each share of the issued and outstanding common stock of the
par value of $10.00 per share.

     IN WITNESS WHEREOF, this Certificate of Amendment has been executed
by the Corporation by its President and by its Assistant Secretary on
this 18th day of September, 1968.

     AMERICAN ROYAL CINEMA, INC.


     By:  /s/ S. H. Durwood                                              
     Stanley H. Durwood, President

   [CORPORATE SEAL]By:  /s/ Ruth A. Simison                              
     Ruth A . Simison, Assistant Secretary


<PAGE>
  STATE OF Missouri)
     ) SS.
 COUNTY OF Jackson)

     I, Barbara L. Barton, a notary public, do hereby certify that on
this 18th day of September, 1968, personally appeared before me Stanley
M. Durwood, who being by me first duly sworn, declared that he is the
President of American Royal Cinema, Inc., that he  signed the foregoing
document as President of the corporation, and that the statements
therein contained are true.


      /s/ Barbara L. Barton                                              

(NOTARIAL SEAL)

 My commission expires  May 9, 1970
<PAGE>
                        ARTICLES OF INCORPORATION
                                    OF
                       AMERICAN ROYAL CINEMA, INC.

     The undersigned, being a natural person of the age of twenty-one
years or more, for the purpose of forming a corporation under "The
General and Business Corporation Law of Missouri", does hereby adopt the
following Articles of Incorporation:

     FIRST.  The name of the corporation is:

                       AMERICAN ROYAL CINEMA, INC.

     SECOND.  The address of its initial registered office in the State
of Missouri is 1806 Baltimore Avenue, Kansas City, Missouri, and the
name of its initial registered agent at such address is Stanley H.
Durwood.

     THIRD.  The aggregate number of shares which the corporation shall
have authority to issue shall be 3,000 shares of common stock, each of
the par value of $10.00 per share.

     No holder of any shares of the corporation shall be entitled as
such, as a matter of right, to purchase or subscribe for any shares of
stock of the corporation of any class, whether now or hereafter au-

thorized or whether issued for cash, property or services or as a
dividend or otherwise, or to purchase or subscribe for any obligations,
bonds, notes, debentures, other securities or stock convertible into
shares of stock of the corporation or carrying or evidencing any right
to purchase shares of stock of any class.

     FOURTH.  The number of shares to be issued before the corporation
shall commence business is 50 shares of common stock of the par value of
$10.00 per share, and the consideration to be paid therefor and the
stated capital with which the corporation will commence business is Five
Hundred Dollars ($500).  The corporation will not commence business
until consideration of the value of at least Five Hundred Dollars ($500)
has been received for the issuance of shares of the corporation.

     FIFTH.  The name and place of residence of the incorporator is as
follows:

                     Name                   Residence

           James L. Viani 25 East 67th Street
                      Kansas City, Missouri

     SIXTH.  The number of directors to constitute the board of
directors of the corporation is four.  Directos need not be shareholders
unless the bylaws of the corporation require them to be shareholders.
     SEVENTH.  The duration of the corporation is perpetual.

     EIGHTH.  This corporation is formed for the following purposes:

      (a)To exhibit, play or otherwise display and reproduce, for
all purposes, still arid motion pictures, sound films, plays and other
dramatic works, operas, concerts, music and musical works, news, in-

struction, entertainment, advertising, educational and informative
matters or any of them; to produce or procure the production of scenes,
acts, plays, concerts, exhibitions, theatrical performances and the
like, and in connection therewith, to manufacture, purchase or otherwise
acquire sceneries, costumes and other theatrical properties and
accessories; to employ actors, singers, musicians and other persons
suitable in connection therewith; to acquire scenarios, plays, stories,
poems, songs, musical pieces and the like, and the rights to the use
thereof; to purchase, lease or otherwise acquire, manage, operate,
control, hold, own, use, improve, develop, sell, lease or otherwise
dispose of, mortgage and otherwise encumber, theatres and other
amusement places of every kind and description and any and all interests
or rights therein; and to carry on a general moving picture, theatrical
and amusement business and every branch thereof.

      (b)To own and conduct theatrical booking agencies, and to
act as a commission or general or special agent for corporations, firms
or individuals in connection therewith.

      (c)To buy, lease, rent or otherwise acquire, own, hold, use,
divide, partition, develop, improve, operate and sell, lease, mortgage
or otherwise dispose of, deal in and turn to account real estate,
leaseholds and any and all interests or estates therein or appertaining
thereto; and to construct, manage, operate, improve, maintain and
otherwise deal with buildings, structures and improvements situated or
to be situated on any real estate or leasehold.

      (d)To engage in any mining, manufacturing, chemical,
metallurgical, processing or related business, and to buy, lease, con-

struct or otherwise acquire, own, hold, use, sell, lease, mortgage or
otherwise dispose of, plants, works, facilities and equipment therefor.

      (e)To buy utilize, lease, rent, import, export, manufacture,
produce, design, prepare, assemble, fabricate, improve, develop, sell,
lease, mortgage, pledge, hypothecate, distribute and otherwise deal in
at wholesale, retail or otherwise and as principal, agent or otherwise,
all commodities, goods, wares, merchandise, machinery, tools, devices,
apparatus, equipment and all other personal property, whether tangible
or intangible, of every kind without limitation as to description,
location or amount.

      (f)To apply for, obtain, purchase, lease, take licenses in
respect of or otherwise acquire, and to hold, own, use, operate, enjoy,
turn to account, grant licenses in respect of, manufacture under, in-

troduce, sell, assign, mortgage, pledge or otherwise dispose of:

            1.Any and all inventions, devices, processes and
          formulae and any improvements and modifications thereof;

            2.Any and all letters patent of the United States or
          of any other country, state or locality, and all rights
          connected therewith or appertaining thereto;

            3.Any and all copyrights granted by the United States
          or any other country, state or locality;

            4.Any and all trademarks, trade names, trade symbols
          and other indications of origin and ownership granted by or
          recognized under the laws of the United States or of any other
          country, state or locality; and to conduct and carry on its
          business in any or all of its various branches under any trade
          name or trade names.

      (g)To engage in, carry on and conduct research, experiments,
investigations, analyses, studies and laboratory work, for the purpose
of discovering new products or to improve products, articles and things,
and to buy, construct or otherwise acquire, own, operate, maintain,
lease, sell, mortgage or otherwise dispose of, laboratories and similar
facilities, plants and any and all other establishments, and to procure,
construct, own, use, hold and dispose of all necessary equipment in re-

spect thereof, for the purposes aforesaid.

      (h)To enter into any lawful contract or contracts with
persons, firms, corporations, other entities, governments or any
agencies or subdivisions thereof, including guaranteeing the performance
of any contract or any obligation of any person, firm, corporation or
other entity.

      (i)To purchase and acquire, as a going concern or otherwise,
and to carry on, maintain and operate all or any part of the property or
business of any corporation, firm, association, entity, syndicate or
person whatsoever, deemed to be of benefit to the corporation, or of use
in any manner in connection with any of its purposes; and to dispose
thereof upon such terms as may seem advisable to the corporation.

      (j)To purchase or otherwise acquire, hold, sell, pledge, re-

issue, transfer or otherwise deal in, shares of the corporation's own
stock, provided that it shall not use its funds or property for the
purchase of its own shares of stock when such use would be prohibited by
law, by the articles of incorporation or by the bylaws of the corpora-

tion; and, provided further, that shares of its own stock belonging to
it shall not be voted upon directly or indirectly.

      (k)To invest, lend and deal with moneys of the corporation
in any lawful manner, and to acquire by purchase, by the exchange of
stock or other securities of the corporation, by subscription or
otherwise, and to invest in, to hold for investment or for any other
purpose, and to use, sell, pledge or otherwise dispose of, and in
general to deal in any interest concerning or enter into any transaction
with respect to (including "long" and "short" sales of) any stocks, bonds,
notes, debenture certificates, receipts and other securities and
obligations of any government, state, municipality, corporation,
association or other entity including individuals and partnerships and,
while owner thereof, to exercise all of the rights, powers and
privileges of ownership, including among other things, the right to vote
thereon for any and all purposes and to give consents with respect
thereto.

      (l)To borrow or raise money for any purpose of the
corporation and to secure any loan, indebtedness or obligation of the
corporation and the interest accruing thereon, and for that or any other
purpose to mortgage, pledge, hypothecate or charge all or any part of
the present of hereafter acquired property, rights and franchises of the
corporation, real, personal, mixed or of any character whatever, subject
only to limitations specifically imposed by law.

      (m)To do any or all of the things hereinabove enumerated
along for its own account, or for the account of others, or as the agent
for others, or in association with others or by or through others, and
to enter into all lawful contracts and undertakings in respect thereof.

      (n)To have one or more offices, to conduct its business,
carry on its operations and promote its objects within and without the
State of Missouri, in other states, the District of Columbia, the
territories, colonies and dependencies of the United States, in foreign
countries and anywhere in the world, without restriction as to place,
manner or amount, but subject to the laws applicable thereto; and to do
any or all of the things herein set forth to the same extent as a
natural person might or could do and in any part of the world, either
alone or in company with others.

      (o)In general, to carry on any other business in connection
with each and all of the foregoing or incidental thereto, and to carry
on, transact and engage in any and every lawful business or other lawful
thing calculated to be of gain, profit or benefit to the corporation as
fully and freely as a natural person might do, to the extent and in the
manner, and anywhere within and without the State of Missouri, as it may
from time to time determine; and to have and exercise each and all of
the powers and privileges, either direct or incidental, which are given
and provided by or are available under the laws of the State of Missouri
in respect of general and business corporations organized for profit
thereunder; provided, however, that the corporation shall not engage in
any activity for which a corporation may not be formed under the laws of
the State of Missouri.

     None of the purposes and powers specified in any of the paragraphs
of this Article EIGHTH shall be in any way limited or restricted by
reference to or inference from the terms of any other paragraph, and the
purposes and powers specified in each of the paragraphs of this Article
EIGHTH shall be regarded as independent purposes and powers.  The
enumeration of specific purposes and powers in this Article EIGHTH shall
not be construed to restrict in any manner the general purposes and
powers of this corporation, nor shall the expression of one thing be
deemed to exclude another, although it be of like nature.  The
enumeration of purpose or powers herein shall not be deemed to exclude
or in any way limit by inference any purposes or powers which this
corporation has power to exercise, whether expressly by the laws of the
State of Missouri, now or hereafter in effect, or impliedly by any
reasonable construction of such laws.

     NINTH.  (a)  Except as may be otherwise specifically provided by
statute, or the articles of incorporation or the bylaws of the cor-

poration, as from time to time amended, all powers of management, direc-

tion and control of the corporation shall be, and hereby are, vested in
the board of directors.

      (b)The bylaws of the corporation may from time to time be
altered, amended, suspended or repealed, or new bylaws may be adopted,
in either of the following ways: (i) by the affirmative vote, at any
annual or special meeting of the shareholders, of the holders of a
majority of the outstanding shares of stock of the corporation entitled
to vote, or (ii) by resolution adopted by a majority of the full board
of directors; provided, however, that the power of the directors to
alter, amend, suspend or repeal the bylaws or any portion thereof may be
denied as to any bylaws or portion thereof enacted by the shareholders
if at the time of such enactment the shareholders shall so expressly
provide.

      (c)The corporation may agree to the terms and condition upon
which any director or officer accepts his office or position and in its
bylaws or by contract may agree to indemnify and protect each and all of
such persons and any person who, at the request of the corporation,
served as a director or officer of another corporation in which this
corporation owned stock against all costs and expenses reasonably
incurred by any or all of them, and all liability imposed or threatened
to be imposed upon any or all of them, by reason of or arising out of
their or all of them being or having been a director or officer of this
corporation or of such other corporation; but any such bylaw or
contractual provision shall not be exclusive of any other right or
rights of any such director or officer to be indemnified and protected
against such costs and liabilities which he may otherwise possess.

     TENTH.  Except as may be otherwise provided by the bylaws of the
corporation, no contract or other transaction between this corporation,
and any other firm or corporation shall be affected or invalidated by
reason of the fact that any director or officer of this corporation is
interested in, or is a member, shareholder, director or officer of such
other firm or corporation; and any director or officer of this
corporation individually or jointly with one or more other directors or
officers of this corporation, may be a party to, or may be interested
in, any contract or transaction of this corporation or in which this
corporation is interested, and no such contract or transaction shall be
affected or invalidated thereby; and each and every person who may
become a director or officer of this corporation is hereby relieved from
any liability that might otherwise exist from his contracting with this
corporation for the benefit of himself or any person, firm, association
or corporation in which he may be in any wise interested.

     ELEVENTH.  The directors shall have power to hold their meeting and
to keep the books (except any books required to be kept in the State of
Missouri, pursuant to the laws thereof) at any place within or without
the State of Missouri.

     TWELFTH.  The corporation reserves the right to alter, amend or
repeal any provision contained in its articles of incorporation in the
manner now or hereafter prescribed by the statutes of Missouri, and all
rights and powers conferred herein are granted subject to this reserva-

tion; and, in particular, the corporation reserves the right and privi-

lege to amend its articles of incorporation from time to time so as to
authorize other or additional classes of shares (including preferential
shares), to increase or decrease the number of shares of any class now
or hereafter authorized, to establish, limit or deny to shareholders of
any class the right to purchase or subscribe for any shares of stock of
the corporation of any class, whether now or hereafter authorized or
whether issued for cash, property or services or as a dividend or
otherwise, or to purchase or subscribe for any obligations, bonds,
notes, debentures, or securities or stock convertible into shares of
stock of the corporate or carrying or evidencing any right to purchase
shares of stock of any class, and to vary the preferences, priorities,
special powers, qualifications, limitations, restrictions and the
special or relative rights or other characteristics in respect of the
shares of each class, and to accept and avail itself of, or subject
itself to, the provisions of any statutes of Missouri hereafter enacted
pertaining to general and business corporations, to exercise all the
rights, powers and privileges conferred upon corporations organized
thereunder or accepting the provisions thereof and to assume the
obligations and duties imposed therein, upon the affirmative vote of the
holders of a majority of the shares of stock entitled to vote thereon,
or, in the event the laws of Missouri require a separate vote by classes
of shares, upon the affirmative vote of the holders of a majority of the
shares of each class whose separate vote is required thereon.

     IN WITNESS WHEREOF, the undersigned has hereunto set his hand this
24th day of July, 1968.

     /s/ James L. Viani                                                  
     James L. Viani

  STATE OF Missouri)
     ) SS.
 COUNTY OF Jackson)

     I, Barbara L. Barton, a notary public, do hereby certify that on
the 24th day of July, 1968, personally appeared before me, James L.
Viani who being by me first duly sworn, declared that he is the person
who signed the foregoing document as incorporator, and that the
statements therein contained are true.

     /s/ Barbara L. Barton                                               
     Notary Public

(NOTARIAL SEAL)

     My commission expires: May 9, 1970


