Exhibit 3.1


                              AMENDMENT NO. 1 TO
                           BYLAWS OF SUNSOURCE INC.

         The Bylaws (the "Bylaws") of SunSource Inc., a Delaware corporation
(the "Company"), are amended in accordance with Section 8.06 of the Bylaws as
follows pursuant to a resolution adopted at a meeting of the Company's Board
of Directors on September 24, 1998:

         Section 3.03 is amended and restated in its entirety to read as
follows:

                  SECTION 3.03. Special Meetings. Special meetings of the
         stockholders of the corporation may be called at any time only by the
         chairman or a majority of the board of directors.