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                               STATE OF DELAWARE

                                [STATE INSIGNIA]

                          Office of Secretary of State

                                  -----------

      I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF NEWBURYPORT ACQUISITION CORP. FILED IN THIS OFFICE ON THE
SIXTEENTH DAY OF AUGUST, A.D. 1990, AT 1 O'CLOCK P.M.

                               | | | | | | | | |

                                        RECEIVED FOR RECORD       
                                                                  
                                        Aug, 17, A.D. 1990        
                                        Michael T. Scuse          
                                        RECORDER                  
                                        
                                        $3.00 STATE DOCUMENT FEE PAID


[SEAL]                             /s/ Michael Harkins
750228056                          -----------------------------------
                                   Michael Harkins, Secretary of State

                                   AUTHENTICATION: |2763816
                                   DATE: 08/16/1990


                                                                 FILED
                                                                 AUG 16 1990

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                         NEWBURYPORT ACQUISITION CORP.

            Newburyport Acquisition Corp. (the "Corporation"), a corporation
organized and existing under and by virtue of the Delaware General Corporation
Law (the "GCL"), DOES HEREBY CERTIFY as follows:

            FIRST: The sole director of the Corporation, by written consent,
adopted a resolution proposing and declaring advisable the following amendment
to the Certificate of Incorporation of the Corporation:

            RESOLVED: that the sole director hereby deems it advisable and in
      the best interests of the Corporation that the Certificate of
      Incorporation of the Corporation be amended to change the name of the
      Corporation from NEWBURYPORT ACQUISITION CORP. to TOWLE MANUFACTURING
      COMPANY by changing Section 1 thereof so that, as amended, said Section
      shall be and read as follows:

                  "1. Name. The name of the corporation is TOWLE MANUFACTURING
            COMPANY."

            SECOND: That the sole stockholder of the Corporation has given
written consent to said amendment in accordance with the provisions of Section
228 of the GCL.


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            THIRD: That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the GCL.

            IN WITNESS WHEREOF, we have signed this Certificate as of August 16,
1990.

                                        /s/ E. Merle Randolph  
                                        ---------------------  
                                        E. Merle Randolph      
                                        Vice President         
                                        
ATTEST:

/s/ James L. Purcell
- ----------------------
James L. Purcell
Assistant Secretary