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                                                                    Exhibit 3(h)
                                                                    ------------

                               State of Delaware
                               -----------------

                        OFFICE OF THE SECRETARY OF STATE

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


          I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF 

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT 

COPY OF THE CERTIFICATE OF STOCK DESIGNATION OF "THE ALLEN GROUP 

INC." FILED IN THIS OFFICE ON THE THIRTEENTH DAY OF SEPTEMBER, 

A.D. 1993, AT 1 O'CLOCK P.M.

          A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO 

NEW CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.

                         * * * * * * * * * * * * * * *














                                            /s/ William T. Quillen            
                                          --------------------------------------
                             [logo]       William T. Quillen, Secretary of State
                                          --------------------------------------

                                          AUTHENTICATION:  *4058641

733256011                                       DATE:           09/16/1993
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                            CERTIFICATE ELIMINATING
                         $1.75 CONVERTIBLE EXCHANGEABLE
                           PREFERRED STOCK, SERIES A
                         PURSUANT TO SECTION 151(G) OF
                            GENERAL CORPORATION LAW


          THE ALLEN GROUP INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

          That pursuant to authority conferred upon the Board of Directors of
the Corporation pursuant to Section 151(g) of the General Corporation Law of
the State of Delaware, said Board of Directors adopted the following
resolutions at a meeting duly held on September 9, 1993 for the purpose of
eliminating from the Restated Certificate of Incorporation, as amended, all
references to the Corporation's $1.75 Convertible Exchangeable Preferred Stock,
Series A:

          "WHEREAS, pursuant to the authority expressly granted to and vested
          in the Board of Directors of the Corporation by the provisions of the
          Restated Certificate of Incorporation, as amended, of the
          Corporation, there was created, out of the 3,000,000 shares of
          Preferred Stock of the Corporation authorized in Article Fourth of
          its Restated Certificate of Incorporation, as amended, a series of
          Preferred Stock of the Corporation consisting of 2,300,000 shares of
          this Corporation's $1.75 Convertible Exchangeable Preferred Stock,
          Series A (the "Series A Stock"), and, on May 7, 1986, this
          Corporation filed with the Secretary of State of the State of
          Delaware a Certificate of Designations, Powers, Preferences and 
          Rights relating to the Series A Stock which had the effect of 
          amending this Corporation's Restated Certificate of Incorporation, 
          as amended, to add certain provisions relating to the Series A 
          Stock; and

          WHEREAS, subsequent to May 7, 1986, 2,300,000 shares of Series A
          Stock were issued, and all of such shares were subsequently converted
          into shares of Common Stock of the Corporation by the holders thereof
          or redeemed by this Corporation; and

          WHEREAS, 2,300,000 shares of Series A Stock are authorized for
          issuance but none of such shares is outstanding on the date hereof,
          and this Corporation intends to issue none of such shares, and,
          therefore, this Corporation wishes to amend its Restated Certificate
          of Incorporation, as amended, to eliminate therefrom all references
          relating to the Series A Stock so that such 2,300,000 shares shall
          resume their status as authorized but unissued shares of Preferred
          Stock of this Corporation.

          NOW, THEREFORE, BE IT RESOLVED, that none of the Series A Stock is
          outstanding on the date hereof and that from and after the date
          hereof no shares of Series A Stock shall be issued by this
          Corporation subject to the Certificate of Designations, Powers,
          Preferences and Rights relating to such Series A Stock filed on May
          7, 1986 and that all provisions relating to the Series A Stock shall
          be eliminated from the Restated Certificate of Incorporation, as
          amended, of this Corporation; and





                                      -27-
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                                                                              2.

          FURTHER RESOLVED, that the officers of this Corporation, and each of
          them, hereby are authorized to execute and acknowledge and to file
          and record or cause to be filed and recorded a certificate pursuant
          to Section 151(g) of the General Corporation Law of the State of
          Delaware setting forth these resolutions for the purpose of amending
          this Corporation's Restated Certificate of Incorporation, as amended,
          to eliminate therefrom all references relating to the Series A
          Stock."


          IN WITNESS WHEREOF, THE ALLEN GROUP INC. has caused this certificate
to be signed by Robert A. Youdelman, its Senior Vice President-Finance, and
attested by McDara P. Folan, III, its Secretary, this 9th day of September,
1993.


                               THE ALLEN GROUP INC.



                               By:  /s/ Robert A. Youdelman            
                                  --------------------------------
                                   Senior Vice President-Finance



ATTEST:


By:  /s/ McDara P. Folan, III    
    ----------------------------------
              Secretary



AGREEMTS\ELIMIN