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                                 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
resolution, 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
                          Perferred 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")."
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                 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