EXHIBIT 3.1
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
GIANT GROUP, LTD.
GIANT GROUP, LTD., a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware (the "Corporation"), DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of the Corporation
acting by unanimous written consent on June 6,
1996 duly adopted resolutions setting forth a
proposed amendment of the Corporation's Restated
Certificate of Incorporation, declaring said
amendment to be advisable and providing that the
amendment be presented to the stockholders for
consideration at the annual meeting of stock-
holders to be held on July 12, 1996. The resolu-
tion setting forth the proposed amendment is as
follows:
RESOLVED, that Clause A of Article FOURTH of the
Corporation's Restated Certificate of Incorpora-
tion be amended to read as follows:
"FOURTH: (A) The total number of shares of
all classes of stock which the Corporation shall
have authority to issue is 19,500,000 shares, of
which 2,000,000 shares are to be Preferred Stock,
$.01 par value per share (hereinafter referred to
as "Preferred Stock"), 12,500,000 shares are to be
Common Stock, $.01 par value per share, and
5,000,000 shares are to be Class A Common Stock,
$.01 par value per share. Holders of Common Stock
shall have the right to cast one vote for each
share held of record on all matters submitted to a
vote of the holders of Common Stock. Holders of
Class A Common Stock shall not have any voting
rights on any matters (including without limita-
tion the election of directors) except to the
extent required under applicable law. The Class A
Common Stock shall be in all respects identical to
the Common Stock (except with respect to voting
rights), including without limitation rights to
dividends and distributions and treatment in a
merger, reorganization, recapitalization or
similar corporate event except that, in the case
of dividends or other distributions payable in
stock of the Corporation, including distributions
pursuant to stock splits or divisions, only shares
of Class A Common Stock shall be distributed with
respect to the Class A Common Stock."
SECOND: That thereafter the annual meeting of stockholders
of the Corporation was held on July 12, 1996, 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
amendment.
THIRD: That said amendment was duly adopted in accordance
with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, GIANT GROUP, LTD. has caused this certi-
ficate to be signed by Burt Sugarman, it's Chairman of the Board
and Chief Executive Officer, and Cathy Wood, it's Secretary, this
20th day of July, 1996.
GIANT GROUP, LTD.
By: /s/ Burt Sugarman
------------------------
Burt Sugarman
Chairman of the Board and
Chief Executive Officer
ATTEST: /s/ Cathy Wood
-----------------
Cathy Wood
Secretary