STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/25/1997
971097093 - 2620608




                           CERTIFICATE OF AMENDMENT
                                    OF THE
                         CERTIFICATE OF INCORPORATION
                                      OF
                             R.A.B. HOLDINGS, INC.




                  R.A.B. Holdings, Inc., a Delaware corporation (the
"Corporation"), does hereby certify as follows:

                  1. The name of the corporation is R.A.B. HOLDINGS, INC.

                  2. The original Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on
May 6, 1996.

                  3. The amendment of the Corporation's Certificate of
Incorporation set forth below was approved by unanimous written consent of the
board of Directors of the Corporation and by the sole stockholder of the
Corporation.

                  4. The Certificate of Incorporation is hereby amended by
changing the FOURTH Article thereof so that, as amended, said Article shall be
read in full as follows:

                  "FOURTH: The total number of shares which the Corporation
shall have authority to issue is 1,100,000 shares, consisting of 1,000,000
shares of common stock, par value $0.01 per share, and 100,000 shares of
preferred stock, without par value. The Board of Directors may authorize the
issuance from time to time of the preferred stock in one or more series and
with such designations, powers, preferences and rights and the qualifications,
limitations or restrictions (which may differ with respect to each series) as
the Board of Directors may fix by resolution."

                  5. The foregoing amendment was duly adopted in accordance
with the applicable provisions of Sections 228 and 242 of the General
Corporation Law of Delaware.

                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be duly executed by its President and Chief Executive Officer
this 25th day of March 1997.



                                      By: /s/ Richard A. Bernstein
                                         -------------------------------------
                                         Richard A. Bernstein
                                         President and Chief Executive Officer