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                                                                  EXHIBIT 3.1(b)


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

                                   * * * * *


Paragon Corporate Holdings Inc., a corporation (the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said Corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said Corporation:

               RESOLVED, that the Certificate of Incorporation of Paragon
         Corporate Holdings Inc. be amended by changing the fourth article
         thereof so that, as amended, said article shall be and read as follows:

                                    "4. The total number of shares which the
                           Corporation shall have authority to issue is Five
                           Million (5,000,000), common shares; each share being
                           one penny ($.01) par value stock."


                                    SECOND: That in lieu of a meeting and vote
                           of stockholders, the stockholders have given
                           unanimous written consent to said amendment in
                           accordance with the provisions of Section 228 of the
                           General Corporation Law of the State of Delaware.

                                    THIRD: That the aforesaid amendment was duly
                           adopted in accordance with the applicable provisions
                           of Sections 242 and 228 of the General Corporation
                           Law of the State of Delaware.

IN WITNESS WHEREOF, said PARAGON CORPORATE HOLDINGS INC. has caused this
certificate to be signed by John H. Fountain, its Chairman this 26th day of May,
2000.

                                    By:
                                          --------------------------------------

                                    Title:
                                          --------------------------------------


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