State of Delaware                PAGE  1  

                        Office of the Secretary of State

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      I, EDWARD J. FREEL, 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 "FARBERWARE INC.", CHANGING ITS NAME FROM "FARBERWARE INC." TO "BRUCKNER
MANUFACTURING CORP.", FILED IN THIS OFFICE ON THE TWELFTH DAY OF APRIL, A.D.
1996, AT 9 O'CLOCK A.M.

      A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.


                         [SEAL]      /s/ Edward J. Freel
                                     --------------------------------
                                     Edward J. Freel, Secretary of State

                                     AUTHENTICATION:  7905043

                                               DATE:  04-12-96

2139322 8100

96010590


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 FARBERWARE INC

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

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

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


            Farberware Inc., a Delaware corporation (the "Corporation") does
hereby certify that the Certificate of Incorporation of the Corporation is
hereby amended by changing Article FIRST thereof so that, as amended, said
Article shall read in its entirety as follows:

            1.    The name of the corporation is: BRUCKNER MANUFACTURING CORP.

            IN WITNESS WHEREOF, the Corporation has caused this Certificate to
be executed in its corporate name by its Vice President and attested by its
Assistant Secretary this 2nd day of April, 1996.

                                         FARBERWARE INC.


                                         By: /s/ George H. MacLean
                                            -----------------------------
                                            George H. MacLean
                                            Vice President

ATTEST:


/s/ Steven C. Barre
- ------------------------
Steven C. Barre
Assistant Secretary

                                                         STATE OF DELAWARE     
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                     FILE 09:00 AM 04/12/1996
                                                        960105902 - 2139322