STATE OF DELAWARE
                                                      Page 1
              OFFICE OF THE SECRETARY OF STATE

                  ------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "ACORN VENTURE CAPITAL
CORPORATION", CHANGING ITS NAME FROM "ACORN VENTURE CAPITAL
CORPORATION" TO "ACORN HOLDING CORP.", FILED IN THIS OFFICE ON
THE THIRD DAY OF NOVEMBER, A.D. 1997, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED
TO THE NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.


                              Edward J. Freel
                              -----------------------------
                              Edward J. Freel, 
                              Secretary of State


                              Authentication:   8736814

                              Date:             11-03-97



                  CERTIFICATE OF AMENDMENT

                             OF

                CERTIFICATE OF INCORPORATION

                             OF

              ACORN VENTURE CAPITAL CORPORATION

          It is hereby certified that:

          1.  The name of the corporation (hereinafter called
the "Corporation") is Acorn Venture Capital Corporation.

          2.  The certificate of incorporation of the
Corporation is hereby amended by striking out Article FIRST
thereof and by substituting in lieu of said Article FIRST the
following new Article:

          "FIRST:  The name of the Corporation is ACORN
HOLDING CORP." 

          3.  The amendment of the 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 by the approval of
the holders of a majority of the outstanding shares of capital
stock entitled to vote at a special meeting of stockholders
duly called and held for such purpose.  

          IN WITNESS WHEREOF, we have signed this Certificate
this 3rd day of November, 1997.


                              Stephen A. Ollendorf
                              ____________________________
                              Stephen A. Ollendorff,
                                 Chairman and Chief 
                                 Executive Officer

Attest:


Marian E. Gustafson
________________________________
Marian E. Gustafson
Assistant Secretary