CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
HOVNANIAN ENTERPRISES, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the
"Corporation") is Hovnanian Enterprises, Inc.

2. The Certificate of Incorporation of the Corporation is
hereby amended by (a) deleting paragraph FOURTH thereof in its entirety
and substituting in lieu thereof the following new paragraph FOURTH:

FOURTH:  The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 100,100,000,
of which 87,000,000 shares shall be Class A Common Stock having a
par value of one cent ($0.01) per share, 13,000,000 shares shall be
Class B Common Stock having a par value of one cent ($0.01) per
share and 100,000 shares shall be Preferred Stock having a par
value of one cent ($0.01) per share.
At the close of business on the effective date of this
amendment (the "Effective Date"), and without any further action on
the part of the Corporation or its stockholders, each whole share
of the Corporation's Common Stock, $0.01 par value (the "Old Common
Stock"), then issued (including shares held in the treasury of the
Corporation) shall automatically be reclassified, changed and
converted into one-half (1/2) fully paid and nonassessable share of
Class A Common Stock and one-half (1/2) fully paid and
nonassessable share of Class B Common Stock (a "New Stock Unit").
No fractional shares of Class A Common Stock or Class B Common
Stock will be issued or established.  Instead, holders of
certificates evidencing an odd number of shares of Old Common Stock
will have the right to receive (i) a number of New Stock Units
equal to the number of shares of Old Common Stock will have the
right to receive (i) a number of New Stock Units equal to the
number of shares of Old Common Stock minus one and (ii) cash in
respect of a single New Stock Unit in an amount equal to the
greater of (a) the average closing price of a share of Old Common
Stock on the American Stock Exchange for the fifteen trading days
immediately preceding the Effective Date and (b) the closing price
of a share of Old Common Stock on the American Stock Exchange on
the trading day immediately preceding the Effective Date.  As soon
as practicable after the Effective Date, the Corporation's transfer
agent shall mail to each record holder of Class A Common Stock and
Class B Common Stock a letter of transmittal.  New certificates
representing shares of Class A Common Stock and Class B Common
Stock and, if applicable, checks in lieu of fractional shares will
be issued to the record holders of Class A Common Stock and Class B
Common Stock upon delivery of a properly executed letter of
transmittal accompanied by certificates representing shares of Old
Common Stock.

(a)  Common Stock.  The Powers, preferences, limitations and
relative rights of the Class A Common Stock and Class B Common
Stock shall be as follows:

            (1)  Voting Rights and Powers.

Except as otherwise specifically provided in this Certificate
of Incorporation or as otherwise required by law, with respect to
all matters upon which stockholders are entitled to vote or to
which stockholders are entitled to give consent, the holders of the
outstanding shares of Class A Common Stock and the holders of the
outstanding shares of Class B Common Stock shall vote together
without regard to class, and every holder of the outstanding shares
of Class A Common Stock shall be entitled to cast thereon one (1)
vote in person or by proxy for each share of Class A Common Stock
held in his name, and every holder of the outstanding shares of
Class B Common Stock shall be entitled to cast thereon ten (10)
votes in person or by proxy for each share of Class B Common Stock
held in his name; provided, however, that each share of Class B
Common Stock held of record by a person who, to the extent of the
Corporation's knowledge, is a broker or dealer in securities, a
clearing house, a bank, trust company, savings and loan association
or other financial institution, or who is a voting trustee or a
nominee of any of the foregoing, or who otherwise holds shares of
record as a nominee of the beneficial owner of such shares (all
such shares being referred to herein as being held in nominee name)
shall be entitled to only one vote per share held; and provided,
further, however, that the holder of any such share held in nominee
name shall be entitled, notwithstanding the limitation of the
foregoing proviso, to the number of votes to which such holder
otherwise would be entitled at any meeting of stockholders of the
Corporation, to the extent such holder shall establish to the
satisfaction of the Corporation that such share of Class B Common
Stock has been held continuously since the date of issuance for the
benefit or account of the same named beneficial owner of such
shares (as defined in Paragraph (4)(E) hereof) or any Permitted
Transferee thereof (as defined in Paragraph (4)(A) hereof).  A
beneficial owner of shares of Class B Common Stock whose shares are
held in nominee name and who wishes to cast the number of votes
provided by the first sentence of this paragraph shall comply with
the following procedure to effect a determination by the
Corporation of his entitlement to such number of votes:  if such
record holder is a broker or dealer in securities, a clearing
house, a bank, trust company, savings and loan association or other
financial institution, or a voting trustee or a nominee of any of
the foregoing, such record holder shall file with the transfer
agent for the Class B Common Stock a certificate on a form which
will be mailed to such holder by such transfer agent on request,
certifying, as to the shares identified by such holder, the
information specified in the second proviso of this Paragraph (1);
if such record holder is a nominee of a beneficial owner not
included in the categories mentioned in the preceding clause, such
record holder shall file with the transfer agent for the Class B
Common Stock an affidavit to the same effect as the certificate
specified in the preceding clause.  Any certificate or affidavit
filed for purposes of this Paragraph (1) only if received by the
transfer agent not less than 3 nor more than 20 business days prior
to the date of the meeting at which the holder desires to exercise
such voting rights or the last day by which such holder may give
consent in writing to stockholder action in lieu of a meeting.  If
such certificate or affidavit is not timely filed or shall not
establish to the satisfaction of the Corporation the facts stated
therein, then such shares of Class B Common Stock shall be entitled
to one vote per share.  The Corporation shall use its best efforts,
if the Corporation believes such a certificate or affidavit does
not establish to the Corporation's satisfaction the facts stated
therein, to mail to the person filing such certificate or affidavit
a notice to such effect within seven business days after the
receipt by the transfer agent of any such certificate or affidavit.
Any determination of which shares of Class B Common Stock shall be
entitled to more than one vote per share shall be made by the Board
of Directors or any duly appointed committee of the Board of
Directors.  The Board of Directors is expressly authorized to adopt
and apply such rules, procedures and policies, by the adoption of
By-law provisions or otherwise, as it may deem appropriate or
convenient to carry out, clarify and apply the provisions of this
Paragraph (1) relating to the determination of which shares of
Class B Common Stock shall be entitled to more than one vote per
share.  Any determination made pursuant to such rules, procedures
or policies shall be final.

            (2)  Dividends; Distributions Upon Dissolution.

(A)  Subject to the rights of the holders of any outstanding
Preferred Stock, and subject to any other provisions of the
Certificate of Incorporation, holders of Class A Common Stock and
Class B Common Stock shall be entitled to receive such dividends
and other distributions (including stock splits or divisions of
stock) in cash, stock or property of the Corporation as may be
declared thereon by the Board of Directors from time to time out of
assets or funds of the Corporation legally available therefor,
provided that in the case of special cash dividends or
distributions or dividends or distributions payable in Preferred
Stock, holders of Class A Common Stock and Class B Common Stock
shall be entitled to share ratably as a single class, and provided,
further, that in the case of regular cash dividends, no such
dividend shall be declared or paid on one class of Common Stock
unless a cash dividend is simultaneously declared and paid on the
other class of Common Stock, and any such dividend will be paid on
the Class A Common Stock in an amount per share of Class A Common
Stock equal to 110% of the amount of such dividend paid on each
share of Class B Common Stock (rounded down, if necessary, to the
nearest one-hundredth of a cent), and provided, further, that in
the case of dividends or other distributions payable in stock of
the Corporation other than Preferred Stock, including distributions
pursuant to stock splits or divisions of stock of the Corporation
other than Preferred Stock, which occur after the Effective Date,
only shares of Class A Common Stock shall be distributed with
respect to Class A Common Stock and only shares of Class B Common
Stock in an amount per share equal to the amount per share paid
with respect to the Class A Common Stock shall be distributed with
respect to Class B Common Stock, and provided, further, that
neither class of Common Stock may be combined or reclassified
(including any reclassification in connection with a consolidation
or merger in which the Corporation is the continuing corporation)
unless the other class of Common Stock is likewise combined or
reclassified, and that, in the case of any such combination or
reclassification of Class A Common Stock, the shares of Class B
Common Stock shall also be combined or reclassified so that the
number of issued shares of Class B Common Stock immediately
following such shall bear the same relationship to the number of
issued shares immediately prior to such combination or
reclassification as the number of issued shares of Class A Common
Stock immediately following such combination or reclassification
bears to the number of issued shares of Class A Common Stock
immediately prior to such combination or reclassification.

(B)  In the event the Corporation shall be liquidated (either
partially or completely), dissolved or wound up, whether
voluntarily or involuntarily, the holders of the Class A Common
Stock and the Class B Common Stock shall be entitled to share
ratably as a single class in the net assets of the Corporation
available to the holders of Common Stock; that is, an equal amount
of net assets shall be distributed in respect of each share of
Class A Common Stock and Class B Common Stock.

(3)  Conversion of Class B Common Stock into Class A Common
Stock.

(A)  Each share of Class B Common Stock may at any time or
from time to time, at the option of the holder thereof, be
converted into one (1) fully paid and nonassessable share of Class
A Common Stock.  Such conversion right shall be exercised by the
surrender to the Corporation, or a duly appointed and acting
transfer or exchange agent, of the certificate representing such
share of Class B Common Stock to be converted at any time during
normal business hours at the principal executive offices of the
Corporation (to the attention of the Secretary of the Corporation),
or if an agent for the transfer or exchange of shares of Class B
Common Stock is then duly appointed and acting (said agent being
referred to in this Article FOURTH as the "Class B Transfer Agent")
then at the designated office of the Class B Transfer Agent,
accompanied by a written notice of the election by the holder
thereof to convert and (if so required by the Corporation or the
Class B Transfer Agent) by such other instruments of transfer as
the Corporation or the Class B Transfer Agent may deem appropriate,
in each case duly executed by such holder or his duly authorized
attorney and accompanied by payment of the amount of any Transfer
Tax required pursuant to Paragraph (3) (D) below.

(B)  As promptly as practicable after the surrender for
conversion of a certificate representing share of Class B Common
Stock in the manner provided in Paragraph (3)(A) above, including
the payment in cash of any Transfer Tax required by the provisions
of Paragraph (3)(D) below, the Corporation shall deliver or cause
to be delivered at the principal executive office of the
Corporation or the designated office of the Class B Transfer Agent
to the holder so surrendering such certificate for conversion, or
upon the written order of the holder of such certificate, a
certificate or certificates representing the number of full shares
of Class A Common Stock issuable upon such conversion, issued in
such name or names as such holder may direct.  If the notice of
conversion delivered by a holder of shares of Class B Common Stock
specifies that less than all of such shares are to be converted
into shares of Class A Common Stock, the Corporation shall deliver
or cause to be delivered, in accordance with the provisions of the
preceding sentence, a new certificate or certificates evidencing
the remaining shares of Class B Common Stock, issued in such name
or names as such holder may direct.  Any conversion of shares of
Class B Common Stock into shares of Class A Common Stock shall be
deemed to have been made immediately prior to the close of business
on the date of the surrender for conversion of the certificate
representing shares of Class B Common Stock, accompanied by the
requisite notice of conversion, other instruments of transfer and
payment of Transfer Taxes, and all rights of the holder of such
shares of Class B Common Stock, as such holder, shall cease at such
time and the person or persons in whose name or names the
certificate or certificates representing the shares of Class A
Common Stock are to be issued shall be treated for all purposes at
such time as having become the record holder or holders of the
shares of Class A Common Stock into which such shares of Class B
Common Stock are converted; provided, however, that in the event
any such surrender of shares of Class B Common Stock for conversion
is made on any date when the stock transfer records of the
Corporation shall be closed, the person or persons in whose name or
names the certificate or certificates representing shares of Class
A Common Stock are to be issued upon such conversion will become
the record holder or holders of the shares of Class A Common Stock
for all purposes immediately prior to the close of business on the
next succeeding day on which such stock transfer records are open.

(C)  The Corporation will at all times reserve and keep
available, solely for the purpose of issuance upon conversion of
shares of Class B Common Stock, such number of shares of Class A
Common Stock as shall be issuable upon the conversion of all such
outstanding shares; provided, however, that nothing contained
herein shall be construed to preclude the Corporation from
satisfying its obligations in respect of the conversion of shares
of Class B Common Stock by delivery of purchased shares of Class A
Common Stock which are held in the treasury of the Corporation.  If
any shares of Class A Common Stock required to be reserved for
purposes of conversion hereunder require registration with or
approval of any governmental authority under any federal or state
law before such shares of Class A Common stock may be issued upon
conversion, the Corporation shall use its best efforts to cause
such shares to be duly registered or approved for issuance as
expeditiously as practicable.  The Corporation will endeavor to
list the shares of Class A Common Stock required to be delivered
upon conversion prior to such delivery upon each national
securities exchange, if any, upon which the shares of Class A
Common Stock are listed at the time of such delivery.  All shares
of Class A Common Stock which shall be issued upon conversion of
the Class B Common Stock will, upon issuance, be fully paid and
nonassessable and not subject to any preemptive rights.

(D)  The issuance of certificates for shares of Class A
Common Stock upon conversion of shares of Class B Common Stock, and
the issuance of certificates for remaining shares of Class B Common
Stock upon conversion of less than all of the shares represented by
any certificate, shall be made without charge to the stockholder
for any stock transfer tax or stamp tax or other similar tax
("Transfer Tax") in respect of the conversion of shares of Class B
Common Stock into Class A Common Stock or the issuance or exchange
of stock certificates in respect thereof; provided, however, that,
if any certificate for shares of Class A Common Stock is to be
issued in a name other than that of the record holder of the share
or shares of Class B Common Stock converted, the person or persons
requesting the issuance thereof shall pay to the Corporation the
amount of any Transfer Tax which may be payable in respect of any
such transfer, exchange or issuance or shall establish to the
satisfaction of the Corporation that such tax has been paid or is
not payable.

(E)  All issued shares of Class B Common Stock shall be
deemed, without further action on the part of any person, to be
immediately and automatically converted into shares of Class A
Common Stock, on the terms provided by Paragraph (3)(A) through
(3)(D) above, and stock certificates formerly representing shares
of Class B Common Stock shall thereupon and thereafter be deemed to
represent a like number of shares of Class A Common Stock until
surrendered for certificates explicitly representing shares of
Class A Common Stock in each of the instances set forth below:

(i) All of the shares of Class B Common Stock shall
be automatically so converted into shares of Class A Common
Stock if and when on any record date for determining the
stockholders entitled to participate in any dividend or
distribution on the Common Stock of the Corporation, or any
annual or special meeting of stockholders or action of common
stockholders by written consent, the number of issued and
outstanding shares of Class B Common Stock is less than five
percent (5%) of the aggregate number of shares of Class A
Common Stock and Class B Common Stock then outstanding.

(ii) All of the shares of Class B Common Stock shall
be automatically so converted into shares of Class A Common
Stock, as of a record date set by the Board of Directors for
such purpose, in the event that the Board of Directors, by
resolution adopted by the affirmative vote of a majority of
the members thereof, shall determine that there has been a
material adverse change in the liquidity of the market for,
or the marketability of, the then outstanding shares of Class
A Common Stock due to a delisting of the Class A Common Stock
from a national securities exchange or the cessation of the
quotation of bids for the Class A Common Stock in any
quotation system operated by an association of securities
dealers, or due to requirements of federal or state law
applicable to trading in the Class A Common Stock,
attributable to the existence of the Class A Common Stock and
Class B Common Stock.

In the event that all issued shares of Class B Common Stock
shall be converted into shares of Class A Common Stock in
accordance with this Paragraph (3)(E), the Class B Common Stock
shall automatically be cancelled and shall no longer be authorized
for issuance.

(F)  Except as provided in Paragraph (3) (E) above, shares of
Class B Common Stock that are converted into shares of Class A
Common Stock shall be restored to the status of authorized but
unissued shares of Class B Common Stock and may again be issued by
the Corporation as permitted in accordance with the terms of the
Certificate of Incorporation.

(4)	Restrictions on Transfer of the Class B Common Stock.

(A)  The record owner of shares of Class B Common Stock
(hereinafter referred to as a "Class B Stockholder") may transfer
the shares of Class B Common Stock of such Class B Stockholder,
whether by sale, assignment, gift or otherwise, only to a Permitted
Transferee of such Class B Stockholder and no Class B Stockholder
may otherwise transfer any interest in any shares of Class B Common
Stock and the Corporation shall not register any other attempted
transfer of ownership of shares of Class B Common Stock. For
purposes of the Certificate of Incorporation:

(i)  A "Permitted Transferee" shall be, if the Class B
Stockholder is an individual, (A) the estate or any legatee,
heir or distributee upon death of the Class B Stockholder;
(B) the spouse or former spouse of the class B Stockholder;
(C) any parent or grandparent and any lineal descendant
(including any adopted child) of any parent or grandparent of
the Class B Stockholder or of such Class B Stockholder's
spouse; (D) any guardian or custodian (including a custodian
for purposes of the Uniform Gift to Minors Act or Uniform
Transfers to Minors Act) for, or any executor, administrator,
conservator or other legal representative of, the Class B
Stockholder or any Permitted Transferee thereof; (E) the
trustee of a trust (including a voting trust), and any
savings or retirement account, such as an individual
retirement account for purposes of federal income tax laws,
whether or not involving a trust, principally for the benefit
of such Class B Stockholder and/or any Permitted Transferee
thereof, including any trust in respect of which such Class B
Stockholder or any Permitted Transferee thereof has any
general or special testamentary power of appointment or
general or special non-testamentary power of appointment
limited to any Permitted Transferee or Permitted Transferees
thereof; (F) any organization contributions to which are
deductible for federal income, estate or gift tax purposes
(hereinafter referred to as a "Charitable Organization")
established by such Class B Stockholder and/or any Permitted
Transferee or Permitted Transferees thereof; (G) any
corporation, partnership or other business entity if
substantially all the beneficial ownership thereof is held by
the Class B Stockholder and/or any Permitted Transferee or
Permitted Transferees thereof; provided, however, that if the
Class B Stockholder who made such transfer, and all Permitted
Transferees thereof, cease, for whatever reason, to hold
substantially all of the beneficial ownership of such
corporation, partnership or other business entity, then any
and all shares of Class B Common Stock owned by such
corporation, partnership or other business entity shall be
deemed to be converted automatically, without further action
by or on behalf of any person, into shares of Class A Common
Stock as provided by Paragraphs (3) (A) through (3) (D) above
and such corporation, partnership or other business entity
shall no longer be a Class B Stockholder, and (H) the
corporation.

(ii) A "Permitted Transferee" shall be, if the Class B
Stockholder is a corporation, partnership or other business
entity, (A) any employee benefit plan, or trust thereunder or
therefor, sponsored by the class B Stockholder; (B) the
trustee of a trust (including any voting or liquidating
trust) principally for the benefit of such Class B
Stockholder and/or any Permitted Transferee or Permitted
Transferees thereof; (C) any Charitable Organization
established by such Class B Stockholder and/or any Permitted
Transferee or Permitted Transferees thereof; (D) any
corporation, partnership or other business entity which,
directly or indirectly, is in control of, is controlled by or
is under common control with such Class B Stockholder and/or
any Permitted Transferee or Permitted Transferees thereof;
(E) the stockholders of the corporation, partners of the
partnership or other owners of equity interests in any other
business entity who receives such shares, by way of dividend
or distribution (upon dissolution, liquidation or otherwise),
provided that such transfer will not result in beneficial
ownership of such shares by persons who did not have
substantially all of the beneficial ownership of such
corporation, partnership or business entity prior to the time
such corporation, partnership or business entity that
acquired beneficial ownership of such shares of Class B
Common Stock (other than by any such person who is a
Permitted Transferee of a stockholder, partner or other owner
of equity interests in the business entity who continued to
have such beneficial ownership of the corporation,
partnership or other business entity), and such shares of
Class B Common Stock are distributed to such persons
substantially pro rata to their interests in such
corporation, partnership or other business entity; (F) any
successor thereto by operation of law pursuant to a merger,
consolidation or similar transaction; and (G) the
Corporation.

(iii)   A "Permitted Transferee" shall be, if the Class
B Stockholder is any person who holds shares of Class B
Common Stock for the beneficial ownership of another
(including any broker or dealer in securities, any clearing
house, any bank, trust company, savings and loan association
or other financial institution, any other nominee, any
trustee, any savings plan or account or related trust, such
as an individual retirement account principally for the
benefit of any individual or any employee benefit plan, or
trust thereunder or therefor, of any corporation, partnership
or other business entity, including any employee stock
ownership, investment, option, bonus, purchase or incentive
plan of the Corporation), (A) the person or persons for whose
benefit the Class B Stockholder holds such shares of Class B
Common Stock (the "beneficiary"), (B) any person who would be
a Permitted Transferee of the beneficiary if the beneficiary
were a Class B Stockholder or (C) if the Class B Stockholder
is an employee benefit plan, or trust thereunder or therefor,
any person who is a participant in such plan, provided such
transfer is made in accordance with such plan.

Notwithstanding anything to the contrary set forth herein,
any holder of Class B Common Stock may pledge his shares of Class B
Common Stock to a pledgee pursuant to a bona fide pledge of such
shares as collateral security for indebtedness due to the pledgee,
provided that such shares may not be transferred to or registered
in the name of the pledgee unless such pledgee is a Permitted
Transferee. In the event of foreclosure or other similar action by
the pledgee, such pledged shares of Class B Common Stock shall be
deemed to be converted automatically, without any act or deed on
the part of the Corporation or any other person, into shares of
Class A Common Stock as provided in Paragraphs (3)(A) through
(3)(D) above, unless within five business days after such
foreclosure or similar event such pledged shares are returned to
the pledgor or transferred to a Permitted Transferee of the
pledgor.

Notwithstanding anything to the contrary set forth herein,
the foregoing provisions of this Paragraph (4) (A) shall not be
deemed to restrict or prevent any transfer of shares of Class B
Common Stock by operation of law upon incompetence, death,
dissolution or bankruptcy of any Class B Stockholder or any
provision of law providing for, or judicial order of, forfeiture,
seizure or impoundment.

(B)  Any transfer of any interest in shares of Class B Common
Stock made in violation of Paragraph (4) (A) shall result, without
further action on the part of any person, in the automatic
conversion of such shares of Class B Common Stock into shares of
Class A Common Stock, in accordance with the provisions of Section
3 above.

(C)  The Corporation and the Class B Transfer Agent may, as a
condition to the transfer or the registration of any transfer of
shares of Class B Common Stock permitted by Paragraph (4) (A)
above, require the furnishing of such affidavits or other proof as
they deem necessary to establish that the transferee is a Permitted
Transferee. Should any such transferor wish to contest any decision
by the Corporation as to whether such transferee is a Permitted
Transferee, the final determination shall be made by the Board of
Directors of the Corporation, in its sole and absolute discretion.

(D)  The Corporation shall note on the certificates for
shares of Class B Common Stock the restrictions on transfer and
registration of transfer imposed by the provisions of this Section
4.

(E)  For purposes of Article FOURTH, the term "beneficial
ownership" in respect of shares of Class B Common Stock shall mean
possession of the power and authority, either singly or jointly
with another, to vote or dispose of or to direct the voting or
disposition of such shares, other than in a fiduciary capacity, and
the term "beneficial owner" in respect of shares of Class B Common
Stock shall mean the person or persons who possess such power and
authority. "Beneficial ownership" for purposes of clause (i)(G)
Paragraph (4) (A) above shall mean the power to control a
corporation, partnership or other business entity and to receive
the economic benefits of its enterprise. Unless otherwise approved
by the Board of Directors, a Class B Stockholder and the Permitted
Transferees thereof shall be deemed to have "substantially all" of
the beneficial ownership of a corporation, partnership or other
business entity for purposes of clause (i)(G) of Paragraph (4) (A)
only if they have beneficial ownership of at least 90% of each
class of ownership interest therein. The Board of Directors is
expressly authorized to adopt and apply such rules, procedures and
policies, by the adoption of By-law provisions or otherwise, as it
may deem appropriate or convenient to carry out, clarify and apply
the provisions of Paragraph (4) (A) through (4) (C) above and this
Paragraph (4) (E) relating to the determination of who is the
beneficial owner of any shares of Class B Common Stock and what
constitutes beneficial ownership of "substantially all" of a trust,
corporation, partnership or other business entity.

(5)   Merger; Consolidation.

In the event of a merger or consolidation to which the
Corporation is a party (whether or not the Corporation is the
surviving corporation), each share of Class A Common Stock and
Class B Common Stock shall receive the same per share consideration
pursuant to such merger or consolidation. Nothing contained in this
Paragraph (5) shall limit or restrict any conversion of shares of
Class B Common Stock into shares of Class A Common Stock permitted
by Section 4 above.

(6) Other Rights.
Except as otherwise required by the General Corporation Law
of the State of Delaware or as otherwise provided in the
Certificate of Incorporation, each share of Class A Common Stock
and each share of Class B Common Stock shall have identical powers,
preferences and rights.

(b)  Preferred Stock. The Board of Directors of the
Corporation is hereby authorized to issue, from time to time,
shares of Preferred Stock in series and to fix the number of shares
in each series and the designations, powers, preferences and
relative, participating, optional or other special rights thereof
and the qualifications, limitations, or restrictions thereon,
including, without limitation, any of the following: (i) provisions
relating to voting rights of each share in such series, including
multiple or fractional votes per share; (ii) provisions relating to
the call or redemption thereof, including, without limitation, the
times and prices for such calls or redemptions and provisions
relating to sinking funds therefor and the retirement thereof, if
any; (iii) provisions relating to the right to receive dividends,
including, without limitation, participation in dividends with
shares of any other class or series of capital stock of the
Corporation and/or preferential dividends, the rate of such
dividends, whether such dividends shall be cumulative or
noncumulative and the conditions on which such dividends shall be
accrued and paid, and any preferential rights thereto or rights in
relation to dividends payable on any other classes or series of
stock of the Corporation; (iv) the rights thereof upon the
dissolution of, or upon any distribution of the assets of, the
Corporation; and (v) provisions relating to the conversion thereof
into, or the exchange thereof for, shares of any class or any other
series of the same class of stock of the Corporation or exchange
for any other security of the corporation or any other company.

and (b) deleting paragraph SEVENTH thereof in its entirety
and substituting in lieu thereof the following new paragraph SEVENTH:

SEVENTH: Election of Directors need not be by written ballot
unless the By-laws of the Corporation so provide. At any time when
any shares of Class B Common Stock are outstanding, thirty-three
and one-third percent (33-1/3%) of the Directors of the
Corporation, as fixed from time to time in accordance with the By-
laws of the Corporation, shall be independent Directors. In the
event that thirty-three and one-third percent (33-1/3%) of the
number of Directors is not a whole number, the number of Directors
who shall be independent Directors shall be rounded up to the
nearest whole number. For purposes of this Article SEVENTH, the
term "independent Director" means a Director who is neither (i) an
officer of the Corporation or of any entity which, directly or
indirectly, is in control of, is controlled by or is under common
control with the Corporation nor (ii) a record or beneficial owner
(as determined in accordance with Paragraph (a) (4) (E) of Article
FOURTH hereof) of five percent (5%) or more of the aggregate number
of outstanding shares of the Corporation's Class A Common Stock and
Class B Common Stock.

3.  The amendment of the Certificate of Incorporation of the
Corporation herein certified was duly adopted, pursuant to the provisions
of Section 242 of the General Corporation Law of the State of Delaware,
by the Board of Directors of the Corporation on June 19, 1992.

4.  The amendment of the Certificate of Incorporation of the
Corporation herein certified was duly adopted, pursuant to the provisions
of Section 242 of the General Corporation Law of the State of Delaware,
by the Stockholders of the Corporation on September 11, 1992.

Signed on September 11, 1992

/S/PETER S. REINHART
Title:	Peter S. Reinhart
Senior Vice President
& General Counsel

Attest:
/S/TIMOTHY P. MASON
Timothy P. Mason
Secretary