EXHIBIT 3.21

                    CERTIFICATE OF AMENDMENT
                               OF
                  CERTIFICATE OF INCORPORATION

                               OF

                FECHTOR, DETWILER, MITCHELL & CO.


     Fechtor, Detwiler, Mitchell & Co., a Delaware corporation,
does hereby certify:

     First, that the Certificate of Incorporation of the
Corporation shall be amended by changing Article 1 thereof so
that, as amended, said Article shall be and read as follows:

     "The name of the corporation is Detwiler, Mitchell & Co."

     Second, that Article IV of the Certificate of Incorporation
shall be amended by inserting an additional paragraph as the
first paragraph of said Article, as follows:

     "The shares of Common Stock outstanding on the Effective
     Date hereof shall be consolidated, combined and
     reconstituted to effect a one-for-four reverse stock split
     of such Common stock, such that each Common share
     outstanding on the Effective Date shall become one fourth of
     a reconstituted share of Common Stock, two shares of Common
     Stock outstanding on the Effective Date shall become one
     half of a reconstituted share of Common Stock and three
     shares of Common Stock outstanding on the Effective Date
     shall become three fourths of a  reconstituted share of
     Common Stock.  The "Effective Date" hereof shall be the day
     upon which a Certificate of Amendment of the Certificate of
     Incorporation of the Corporation setting forth this
     paragraph shall be filed with the Secretary of State of
     Delaware."

     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, and that this Certificate of Amendment
shall be effective on its filing date.

     IN WITNESS WHEREOF, said corporation has caused this
Certificate to be signed by James K. Mitchell, Chief Executive
Officer and attested by Robert E. Jeffords, its Assistant
Secretary, this 26th day of March, 2001.


                               By:  /S/ James K. Mitchell
                                  ------------------------------------------
                                  James K. Mitchell, Chief Executive Officer


ATTEST:

By:  /S/ Robert E. Jeffords
    ----------------------------------------
     Robert E. Jeffords, Assistant Secretary