CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                             SWISS ARMY BRANDS, INC.



          Swiss Army Brands, Inc. (the "Corporation"),  a corporation  organized
     and  existing  by virtue  of the  General  Corporation  Law of the State of
     Delaware, does hereby certify as follows:

          1. The Certificate of Incorporation of the Corporation,  as heretofore
     amended, authorized the issuance of fourteen million (14,000,000) shares of
     capital  stock all of par value $.10 per  share,  of which  twelve  million
     (12,000,000)   shares  were   designated   Common  Stock  and  two  million
     (2,000,000) were designated Preferred Stock.

          2. In order to  increase  the  number of  authorized  shares of Common
     Stock  of  the   Corporation,   Article   FOURTH  of  the   Certificate  of
     Incorporation  of the Corporation is hereby amended to read in its entirety
     as follows:

          "FOURTH:  Capital  Stock.  The total number of shares of capital stock
     ("Capital  Stock") which the  Corporation  shall have authority to issue is
     twenty million (20,000,000),  all of the par value $.10 per share, of which
     eighteen million  (18,000,000)  shares shall be designated Common Stock and
     two million (2,000,000) shares shall be designated Preferred Stock.

          Except for shares of  Preferred  Stock,  the powers,  preferences  and
     relative,  participating,  optional  or other  special  rights,  including,
     without limitation, the right to receive dividends, and the qualifications,
     limitations or restrictions with respect thereto,  of each share of capital
     stock shall be identical, share for share.

          (a) Voting.  Shares of Common Stock shall entitle the holders  thereof
     to one vote for each share upon all matters  upon which  stockholders  have
     the right to vote.  Shares of  Preferred  Stock  shall  entitle the holders
     thereof to such vote,  if any, as shall be fixed by the Board of  Directors
     (or duly authorized committee thereof) pursuant to Article FOURTH (b).

          (b)  Preferred  Stock.  Authority is hereby  expressly  granted to the
     Board of Directors or a duly authorized  committee  thereof at any time and
     from time to time to issue shares of Preferred  Stock in one or more series
     and for such  consideration  as may be fixed from time to time by the Board
     of Directors, and to fix, before the issuance of any shares of a particular
     series of Preferred  Stock,  the designation of such series;  the number of
     shares to comprise such series;  the dividend  rate per annum,  liquidation
     rights and redemption  price or prices,  if any, of such series;  the terms
     and conditions of any such redemption; the sinking fund provisions, if any,
     in respect of such series;  the terms and conditions on which the shares of
     such series are convertible, if they are convertible; and any other rights,
     preferences  and limitations  pertaining to such series.  All shares of any
     one series of Preferred Stock shall be identical. To the extent so fixed by
     the Board of Directors and consistent with applicable law, each such series
     of Preferred Stock shall have rights and  preferences  senior to the rights
     herein granted to the Common Stock.

          (c)  Dividends.  Subject  to the  rights of the  holders  of shares of
     Preferred  Stock  (if any  shares  of  Preferred  Stock  shall be  issued),
     dividends payable in cash or property are payable if, when, and as declared
     by the Board of Directors out of funds legally available therefor.

          (d)  Reservation  of Shares.  Such number of shares of Common Stock as
     may from time to time be  required  for the purpose  shall be reserved  for
     issuance  (i)  upon  conversion  of any  Preferred  Stock  which  shall  be
     convertible or any obligation of the Corporation convertible into shares of
     Common Stock and (ii) upon  exercise of any options or warrants to purchase
     shares of Common Stock."

          3. This amendment to the  Certificate of  Incorporation  has been duly
     adopted  by the  vote  of the  holders  of a  majority  of the  outstanding
     securities of the  Corporation  entitled to vote thereon in accordance with
     the provisions of Section 242 of the Delaware General Corporation Law.

          IN WITNESS WHEREOF,  the undersigned have executed this Certificate as
     of this 15th day of May, 1997.


                                                    /s/ J. Merrick Taggart 
                                                        J. Merrick Taggart
                                                          President



Attest:



 /s/ Thomas M. Lupinski 
Thomas M. Lupinski
Secretary