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                                                                     EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION



         Doane Products Company, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

                 FIRST:  That at a meeting of the Board of Directors of the
         Corporation, a resolution was duly adopted setting forth a proposed
         amendment to the Certificate of Incorporation of the Corporation
         declaring the proposed amendment to be advisable and calling a meeting
         of the sole stockholder of the Corporation for consideration thereof.
         The resolution setting forth the proposed amendment is as follows:

                 RESOLVED, that the Board of Directors of the
                 Corporation deems it advisable and in the best
                 interest of the Corporation to amend the
                 Corporation's Certificate of Designations,
                 Preferences and Rights of 14.25% Senior Exchangeable
                 Preferred Stock Due 2007 to add Section 4(d), so that
                 the full text of such section as added shall read as
                 follows:

                                "(d)    Shares of Senior Preferred
                          Stock issued in connection with an exchange
                          offer made by the Corporation for outstanding
                          shares of Senior Preferred Stock for the
                          purpose of providing the holders of such
                          outstanding shares of Senior Preferred Stock
                          with shares  registered  under the Securities
                          Act of 1933, as amended, shall initially have
                          a liquidation preference equal to the
                          Liquidation Value of such outstanding shares
                          of Senior Preferred Stock on the date of such
                          exchange and shall thereafter have a
                          Liquidation Value determined in accordance
                          with Section 4(a)."

                 SECOND:  That the sole stockholder of the Corporation has
         given written consent to the amendment in accordance with the
         provisions of Section 228 of the General Corporation Law of the State
         of Delaware.


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

         IN WITNESS WHEREOF, Doane Products Company has caused this certificate
to be signed by Thomas R. Heidenthal, its Senior Vice President and Chief
Financial Officer, this 4th day of February, 1998.





                                        DOANE PRODUCTS COMPANY



                                        By: /s/ THOMAS R. HEIDENTHAL
                                           -------------------------------------
                                            Thomas R. Heidenthal
                                            Senior Vice President and
                                                   Chief Financial Officer