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                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                                  ANICOM, INC.                


  ANICOM, INC., a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY
CERTIFY THAT:

  1. In accordance with the provisions of Section 242 of the Act, an amendment
     to the Certificate of Incorporation of this Corporation has been duly
     adopted by the Board of Directors of this Corporation and by the
     stockholders of this Corporation at a Special Meeting of Stockholders.

  2. Said amendment amends subparagraph A of Article 4 of the Certificate of
     Incorporation so that, as amended, subparagraph A of Article 4 shall read
     in its entirety as follows:

     "A.   The corporation shall have the authority to issue the following
classes of stock, in the number of shares and at the par value as indicated
opposite the name of the class:

                                No. Shares              Par Value
       Class                    Authorized              Per Share

   Common Stock                 30,000,000              $.001

   Preferred Stock               1,000,000              $. 01"


  IN WITNESS WHEREOF, the undersigned has caused this certificate to be duly
executed this 25th day of September, 1996.




                                By  /s/ Donald C. Welchko
                                    --------------------------------------
                                    Donald C. Welchko, Vice President and
                                     Chief Financial Officer