EXHIBIT 4.14

                            CERTIFICATE OF AMENDMENT
                                       OF
                  AMENDED RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           EAGLE-PICHER HOLDINGS, INC.

         Eagle-Picher Holdings, Inc., a corporation duly organized and existing
under the Delaware General Corporation Law (the "Corporation"), does hereby
certify:

         FIRST: That Article 4 of the Amended and Restated Certificate of
Incorporation of the Corporation is hereby amended to read in its entirety as
follows:

         4. CAPITAL STOCK. The total number of shares of capital stock which the
         Corporation is authorized to issue is (i) 1,000,000 shares of Common
         Stock, par value $0.01 per share (the "Common Stock"), and (ii) 50,000
         shares of Preferred Stock, par value $0.01 per share (the "Preferred
         Stock"), which Preferred Stock the Board of Directors of the
         Corporation is hereby expressly authorized to issue from time to time
         in one or more series, each series having such voting powers,
         dividends, designations, preferences and other rights, qualifications,
         limitations and restrictions as designated by the Board of Directors
         from time to time. The holders of shares of Common Stock shall be
         entitled to one vote per share on all matters which may be submitted to
         the holders of Common Stock of the Corporation. At the effective time
         of this amendment each share of Class A Common Stock of the
         Corporation, par value $0.01 per share, and each share of Class B
         Common Stock of the Corporation, par value $0.01 per share, outstanding
         immediately prior to the effective time shall be changed into and
         reclassified as one share of Common Stock of the Corporation.

         SECOND: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its duly authorized officer this 31st day of August,
2001.

                                       EAGLE-PICHER HOLDINGS, INC.

                                       By: /s/ David G. Krall
                                          ---------------------------------
                                          Name:  David G. Krall
                                          Title:  Senior Vice President