Exhibit 3(b)

                           CERTIFICATE OF AMENDMENT TO

                      AMENDED ARTICLES OF INCORPORATION OF

                                FERRO CORPORATION


         Albert C. Bersticker, President and Paul B. Campbell, Secretary of
Ferro Corporation (the "Corporation"), an Ohio corporation for profit with its
principal location at Cleveland, Ohio, do hereby certify that a meeting of the
shareholders of the Corporation entitling them to vote on the proposal to amend
the Amended Articles of Incorporation thereof, as contained in the following
resolutions, was duly called and held on April 22, 1994, at which meeting a
quorum of such shareholders was present in person or in proxy, and that by the
affirmative vote of the shareholders entitling them to exercise at least
two-thirds of the voting power of the Corporation on such proposal the following
resolution was adopted to amend the Amended Articles of Incorporation:

                  RESOLVED, by the shareholders of Ferro Corporation that the
                  first paragraph of Article Fourth of the Amended Articles of
                  Incorporation of the Corporation be and the same is hereby
                  amended so that, as amended, such Article shall be and read as
                  follows:

                                    "FOURTH: The number of shares which the
                           Corporation is authorized to have outstanding is
                           152,000,000, consisting of 2,000,000 shares of Serial
                           Preferred Stock without Par Value (hereinafter called
                           "Serial Preferred Stock") and 150,000,000 shares of
                           Common Stock of the Par Value of $1.00 each
                           (hereinafter called "Common Stock")."





         IN WITNESS WHEREOF, the above-named officers, acting for and on behalf
of the Corporation, have subscribed their names this 21st day of December, 1994.


                                               /s/ Albert C. Bersticker
                                               ----------------------------
                                               Albert C. Bersticker
                                               President


                                               /s/ Paul B. Campbell
                                               ----------------------------
                                               Paul B. Campbell
                                               Secretary

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