EXHIBIT (3)(a)(ii)

                          CERTIFICATE  OF  AMENDMENT
                                       OF
                    RESTATED  CERTIFICATE  OF  INCORPORATION
                                       OF
                           ANTHONY  INDUSTRIES,  INC.



   It is hereby certified that:

       1.  The name of the corporation (hereinafter called the "Company") is
ANTHONY  INDUSTRIES,  INC.

       2.  The name under which the Company was originally incorporated is
ANTHONY  POOLS,  INC., and the date of filing of the original certificate of
incorporation of the Company with the Secretary of State of the State of
Delaware is September 15, 1959.

       3.  The provisions of the certificate of incorporation as amended and/or
supplemented were restated and integrated into a single instrument entitled
"Restated Certificate of Incorporation of Anthony Industries, Inc.", filed with
the Secretary of State of the State of Delaware on May 12, 1989.

       4.  The Restated Certificate of Incorporation of the Company is hereby
amended by striking out Article THIRTEENTH thereof and by substituting in lieu
of said Article the following new Article:

           "THIRTEENTH:  The Board of Directors shall be divided into three
       classes.  Directors in each class shall be elected to hold office until
       the third annual meeting of stockholders following their election.  The
       Board of Directors shall consist of from six to nine directors, with the
       actual number constituting the whole Board, and the number of directors
       in each class, being set from time to time by action of the Board of
       Directors; provided, however, that no decrease in the number of directors
       constituting the whole Board or the number of directors in any class may
       shorten the term of any incumbent director."

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       5.  The amendment of the Restated Certificate of Incorporation herein
certified has been duly adopted in accordance with the provisions of Section 242
of the General Corporation Law of the State of Delaware.

       Signed and attested to on May 31, 1995.


                                 /s/ M. E. Lane
                                 ___________________________________
                                 M. E. Lane
                                 Vice President



ATTEST:


/s/ Susan E. McConnell
_________________________________
Susan E. McConnell
Secretary
 

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