Exhibit 3.24

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   NAMSCO INC.

                                    * * * * *

                    Adopted in accordance with the provisions

                    of ss.242 of the General Corporation Law

                            of the State of Delaware

                                    * * * * *

                  Rose Marie Williams, being the Secretary of NAMSCO Inc., a
corporation duly organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"), does hereby
certify as follows:

                  FIRST: That the Certificate of Incorporation of the
Corporation be, and hereby is, amended by deleting Paragraph 1B of Part One of
Section C of Article Fourth in its entirety and substituting in lieu thereof a
new Paragraph 1B of Part One of Section C of Article Fourth to read as follows:

                  "FOURTH:
                  C. COMMON STOCK
                  Part 1. Voting Rights.
                          -------------
                  1B. Election of Directors. The number of directors which shall
                      ---------------------
                  constitute the Board of Directors shall be not less than one
                  nor more than five which exact number shall be established in
                  the By-Laws of the Corporation."

                  SECOND: That the Board of Directors of the Corporation
approved the foregoing amendment by unanimous written consent pursuant to the
provisions of Section 141 (f) and 242 of the General Corporation Law of the
State of Delaware and directed that such amendment be submitted to the
stockholders of the Corporation entitled to vote thereon for their
consideration, approval and adoption thereof.

                                        1



                  THIRD: That the stockholders entitled to vote thereon approved
the foregoing amendment by written consent in accordance with Section 228 and
242 of the General Corporation Law of the State of Delaware.

                  IN WITNESS WHEREOF, the undersigned does hereby certify under
penalties of perjury that this Certificate of Amendment to the Certificate of
Incorporation of the Corporation is the act and deed of the undersigned and the
facts stated herein are true and accordingly has hereunto set her hand this 15th
day of January, 2001.

                             /S/ Rose Marie Williams
                             -----------------------
                             NAMSCO Inc., a Delaware corporation

                             By:  Rose Marie Williams

                             Its: Secretary