CERTIFICATE OF AMENDMENT
                                    OF
                       CERTIFICATE OF INCORPORATION



     Everest & Jennings International Ltd., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That a meeting of the Board of Directors of Everest & Jennings
International Ltd., resolutions were duly adopted setting forth proposed
amendments of the Certificate of Incorporation of said corporation,
declaring said amendments to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof.  The
resolutions setting forth the proposed amendments are as follows:

          RESOLVED, that the Certificate of Incorporation of this
     corporation be amended by amending and restating Article IV in its
     entirety as follows:

                               "ARTICLE IV.

               A.  The Corporation is authorized to issue one class of
     Common Stock.  The number of shares of Common Stock which the
     Corporation is authorized to issue is 120,000,000, par value one cent
     ($0.01) each.

               B.  No holder of shares of the Corporation of any class now
     or hereafter authorized shall have any preemptive right to subscribe
     for, purchase or receive any shares of the Corporation of any class
     now or hereafter authorized, or any options or warrants for such
     shares, or any securities convertible into or exchangeable for such
     shares, which may at any time be issued, sold or offered for sale by
     the Corporation.

               C.  Every stockholder complying with the provisions of this
     paragraph and entitled to vote at any election of directors may
     cumulate such stockholder's votes and give one candidate a number of
     votes equal to the number of directors to be elected multiplied by the
     number of votes equal to the number of directors to be elected
     multiplied by the number of votes to which the stockholder's shares
     are normally entitled, or distribute the stockholder's votes on the
     same principle among as many candidates as the stockholder thinks fit.
     No stockholder shall be entitled to cumulate votes (i.e., cast for any
     candidate a number of votes which such stockholder normally is
     entitled to cast) unless such candidate's or candidates' name(s) have
     been placed in nomination prior to the voting and the stockholder has
     given notice at the meeting prior to the voting of the stockholder's
     intention to cumulate the stockholder's votes.  If any one stockholder
     has given such notice, all stockholders may cumulate their votes for
     candidates in nomination.  In any election of directors, the
     candidates receiving the highest number of affirmative votes to be
     elected by such shares are elected; votes against the directors and
     votes withheld shall have no legal effect."



          RESOLVED, that the Certificate of Incorporation of this
     corporation be amended by amending and restating Article IV-A in its
     entirety as follows:

                               "ARTICLE IV-A

     The Corporation is also authorized to issue one class of Preferred
     Stock.  The number of shares of Preferred Stock which the Corporation
     is authorized to issue is 31,000,000, par value $0.01.  The Preferred
     Stock may be issued from time to time in one or more series.  The
     Board of Directors is hereby authorized to designate any one or more
     series of Preferred Stock and to fix the number of shares of any such
     series.  The Board of Directors is hereby authorized to designate by
     resolution the powers, preferences or rights, and the qualifications,
     limitations or restrictions of the Preferred Stock or any series
     thereof, to alter by resolution the powers, preferences or rights, and
     the qualifications, limitations or restrictions or any wholly-unissued
     series of Preferred Stock and to increase or decrease by resolution
     (but not above the total number of authorized shares of Preferred
     Stock or below the number of shares of such series then outstanding)
     the number of shares of any such series subsequent to the issue of
     shares of that series."


     SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, a meeting of the stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation law of the state of Delaware at which meeting the necessary
number of shares as required by statute were voted in favor of the
amendments.

     THIRD:  That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by Joseph A. Newcomb, its Executive Vice President, and Rebecca C.
Tuller, its Assistant Secretary, this 11th day of January 1994.


BY:  (JOSEPH A. NEWCOMB)
     JOSEPH A. NEWCOMB
     EXECUTIVE VICE PRESIDENT


ATTEST:  (REBECCA C. TULLER)
     REBECCA C. TULLER
     ASSISTANT CORPORATE SECRETARY