Exhibit 3.1


                        AMENDMENT TO THE BY-LAWS OF

               AMERIWOOD INDUSTRIES INTERNATIONAL CORPORATION


        The following language is inserted in Article VII of the Company's
By-Laws:

              Section 7. Pursuant to Section 794 of the Michigan Business
              Corporation Act (the "MBCA"), Chapter 7B of the MBCA shall
              not apply to "control share acquisitions" (as defined in the
              MBCA) of shares of the corporation.