Exhibit 3.9

                          CERTIFICATE OF ELIMINATION
                                      TO
            CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF
                           SERIES C PREFERRED STOCK
                                      OF
                                FPA CORPORATION


         FPA CORPORATION, a corporation organized and existing under the
General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         That, pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation, as amended, of said Corporation, and
pursuant to the provisions of Section 151(g) of Title 8 of the Delaware Code
of 1953, the Board of Directors duly adopted resolutions by unanimous written
consent dated October 11, 1996, providing for the elimination from the
Certificate of Incorporation of all matters with respect to Series C Preferred
Stock set forth in the Certificate of Designations, Preferences and Rights of
Series C Preferred Stock filed with the Office of the Delaware Secretary of
State on October 21, 1993, which resolutions have not been modified, revoked
or amended, and read as follows:

                  WHEREAS, on October 21, 1993, this Corporation filed a
         Certificate of Designations, Preferences and Rights (the "Certificate
         of Designations") of Series C Preferred Stock (the "Series C
         Preferred Stock"); and

                  WHEREAS, on October 22, 1993, in accordance with the
         provisions of the Certificate of Designations, this Corporation
         issued 50,000 shares of Series C Preferred Stock, par value $1.00
         (the "Issued Series C") in exchange for good and valuable
         consideration delivered to this Corporation; and

                  WHEREAS, on August 19, 1994, in accordance with the
         provisions of the Certificate of Designations, at a Meeting of
         Stockholders of this Corporation, the Stockholders approved the
         conversion of the Issued Series C to 6,000,000 shares of Common
         Stock, par value $.10, of this Corporation, whereupon the Issued
         Series C was automatically converted on September 8, 1994, following
         listing of the 6,000,000 shares of Common Stock on the American Stock
         Exchange; and




                  WHEREAS, none of the authorized shares of the Series C
         Preferred Stock is currently outstanding.

                  NOW, THEREFORE, be it

                           RESOLVED, That none of the authorized shares of the
                  Series C Preferred Stock will be issued subject to the
                  Certificate of Designations of Series C Preferred Stock
                  filed with the Delaware Secretary of State on October 21,
                  1993; and

                           FURTHER RESOLVED, That the President, any Vice
                  President, the Secretary and the Treasurer, or any one of
                  them (the "Designated Officers") be, and each of them acting
                  alone or in concert is hereby, authorized and empowered,
                  without further action or direction from the Board of
                  Directors of this Corporation, to execute, deliver and
                  appropriately file on behalf of this Corporation a
                  Certificate (the "Certificate") in accordance with the
                  provisions of Section 151(g) of the General Corporation Law
                  of the State of Delaware setting forth the Resolutions
                  adopted herein; and

                           FURTHER RESOLVED, That when such Certificate
                  becomes effective (i) it shall have the effect of
                  eliminating from the Certificate of Incorporation of this
                  Corporation all matters set forth in the Certificate of
                  Designations with respect to the Series C Preferred Stock,
                  and (ii) this Corporation shall have 500,000 shares of
                  Preferred Stock, par value $1.00, authorized, as to which no
                  designation of series has been made.

         IN WITNESS WHEREOF, FPA Corporation has caused this Certificate to be
executed this 11th day of October, 1996.



                                                    FPA CORPORATION


                                                    By:  /s/ Benjam D. Goldman
                                                         ---------------------
                                                    Name:  Benjamin D. Goldman
                                                    Title:    President


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