State of Delaware                PAGE  1   

                                [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
BEFORE PAYMENT FOR STOCK OF PORT PROPERTY HOLDINGS, INC. FILED IN THIS OFFICE ON
THE FOURTEENTH DAY OF AUGUST, A.D. 1990, AT 9 O'CLOCK A.M.

                               | | | | | | | | | |

            RECEIVED FOR RECORD

             Aug. 16 A.D. 1990


            /s/ Michael T. Scuse
                  Recorder

         $3.00 STATE DOCUMENT FEE PAID


     [SEAL OF THE DEPARTMENT OF STATE        /s/ Michael Harkins
     OFFICE OF THE SECRETARY OF STATE        --------------------------------
     DELAWARE]                               Michael Harkins, Secretary of State

                                             AUTHENTICATION:  |2761344
               750226076
                                                       DATE:  08/15/1990



                                                          STATE OF DELAWARE     
                                                         SECRETARY OF STATE     
                                                      DIVISION OF CORPORATIONS  
                                                      FILED 09:00 AM 08/14/1990 
                                                         750226076 - 2236588    

            CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
                    BEFORE PAYMENT OF ANY PART OF THE CAPITAL

                                       OF

                          PORT PROPERTY HOLDINGS, INC.

                               ------------------

            It is hereby certified that:

            1. The name of the corporation (hereinafter called the
"corporation") is

                          PORT PROPERTY HOLDINGS, INC.

            2. The corporation has not received any payment for any of its
stock.

            3. The certificate of incorporation of the corporation is hereby
amended by striking out Article FIRST thereof and by substituting in lieu of
said Article the following new Article:

            "FIRST: The name of the corporation (hereinafter called the
"corporation") is TOWLE HOLLOWARE, INC."

            4. The amendment of the certificate of incorporation of the
corporation herein certified was adopted, pursuant to the provisions of Section
241 of General Corporation Law of the State of Delaware, by sole incorporator,
no directors having been named in the certificate of incorporation and no
directors having elected.

Signed on August 14, 1990.


                                             /s/ T. M. Bonovich
                                             -----------------------------
                                             T. M. Bonovich, Sole Incorporator