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                                                                     EXHIBIT 3.1



                            CERTIFICATE OF AMENDMENT
                                       TO
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                TYLER CORPORATION


         Pursuant to the provisions of Section 242 of the General Corporation
Law of the State of Delaware ("DGCL"), Tyler Corporation, a corporation
organized and existing under and by virtue of the DGCL ("Corporation"), does
hereby certify as follows:

         1. The Board of Directors of the Corporation, at a meeting duly called
and held, adopted a resolution setting forth and declaring advisable the
following proposed amendment to the Restated Certificate of Incorporation of the
Corporation.

         Article Fourth, Section 1, of the Restated Certificate of Incorporation
         is hereby amended to read in its entirety as follows:

         "FOURTH: Section 1. Capitalization. The Corporation is authorized to
         issue One Hundred One Million (101,000,000) shares of capital stock.
         One Hundred Million (100,000,000) of the authorized shares shall be
         common stock, one cent ($0.01) par value each ("Common Stock"), and One
         Million (1,000,000) of the authorized shares shall be preferred stock,
         ten dollars ($10.00) par value each ("Preferred Stock").

         "Each holder of shares of capital stock of the Corporation shall at
         every meeting of the stockholders be entitled to one vote in person or
         by proxy for each share of capital stock of the Corporation held by the
         stockholder, unless otherwise specifically provided pursuant to this
         Restated Certificate of Incorporation."

         2. Pursuant to a resolution of the Board of Directors, the foregoing
amendment was presented to the stockholders of the Corporation at a special
meeting of the stockholders of the Corporation duly called and held for such
purpose, and the foregoing amendment was approved by the vote of a majority of
the shares of capital stock of the Corporation entitled to vote thereon in
accordance with the provisions of Section 242 of the DGCL.

         3. Said amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.

         4. This Certificate of Amendment shall be effective upon the filing
thereof.




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         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Restated Certificate of Incorporation to be executed on the
19th day of February, 1998.

                                       TYLER CORPORATION



                                       By:   /s/ C.A. Rundell, Jr.
                                          --------------------------------------
                                          C.A. Rundell, Jr.
                                          President and Chief Executive Officer


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