1
                           CERTIFICATE OF AMENDMENT            Exhibit 3.1.4
                                      OF
                    RESTATED CERTIFICATE OF INCORPORATION
                             OF GIANT GROUP, INC.


        The undersigned, the duly elected and presently acting Vice Chairman
and Secretary, respectively, of GIANT GROUP, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), hereby certify as follows:

        FIRST:  That the Board of Directors of the Corporation has 
    adopted the following resolution and the therein specified amendent 
    to the Corporation's Restated Certificate of Incorporation:

                "RESOLVED, that Article FOURTH, Clause A, of the
        Corporation's Restated Certificate of Incorporation be
        amended and restated in its entirety as set forth below and
        that such amendment be submitted for their approval at the
        Corporation's 1994 Annual Meeting of Stockholders;

                'FOURTH: (A) The total number of shares of all classes
        of stock which the Corporation shall have authority to issue is
        Fourteen Million Five Hundred Thousand (14,500,000) shares, 
        consisting of Two Million (2,000,000) shares designated as Preferred
        Stock of the par value of One Cent ($.01) per share (the "Preferred
        Stock"), and Twelve Million Five Hundred Thousands (12,500,000) shares
        designated as Common Stock of the par value of One Cent ($.01) per share
        (the "Common Stock").' "

        SECOND: That the stockholders of the Corporation have adopted
    and approved the foregoing amendment at an annual meeting called
    and held in accordance with the provisions of Section 222 of the
    General Corporation Law of the State of Delaware.




   2
                THIRD:  That the foregoing amendment was duly adopted
        in accordance with the applicable provisions of Section 242 of
        the General Corporation law of the State of Delaware.

                IN WITNESS WHEREOF, this Certificate of Amendment has been
signed by David Gotterer and Terry L. Kinder, the duly elected and presently
acting Vice Chairman and Secretary, respectively, of GIANT GROUP, LTD., as of
the 9th day of May, 1994.



                                        /s/  DAVID GOTTERER
                                        ------------------------------------
                                        David Gotterer, Vice Chairman



ATTEST:     /s/  TERRY L. KINDER
        ---------------------------
        Terry L. Kinder, Secretary