EXHIBIT 3.2

                                                     As Filed with the Secretary
                                               of State of the State of Delaware
                                                             on October 30, 2000

                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING

                               BAB HOLDINGS, INC.
                            (an Illinois corporation)

                                      INTO

                              BAB (DELAWARE), INC.
                            (a Delaware corporation)

                                 * * * * * * * *

      BAB Holdings, Inc. (the "Parent Corporation"), a corporation organized and
existing under the laws of Illinois,

            DOES HEREBY CERTIFY THAT:

            FIRST: That this corporation was incorporated on the 25th day of
November, 1992, pursuant to the Business Corporation Act of the State of
Illinois, the provisions of which permit the merger of a corporation of another
state and a corporation organized and existing under the laws of said state.

            SECOND: That this corporation owns 100% of the outstanding shares of
each class of the stock of BAB (Delaware), Inc., a corporation incorporated on
the 23rd day of August, 2000, pursuant to the General Corporation Law of the
State of Delaware.

            THIRD: An Agreement and Plan of Merger between the constituent
corporations to the merger has been approved, adopted, certified, executed and
acknowledged by each of the constituent corporations.

            FOURTH: Pursuant to Section 253(a) of the Delaware General
Corporation Law, the board of directors approved the agreement and plan of
merger by unanimous written consent on October 18, 2000.



            FIFTH: The Certificate of Incorporation of the surviving corporation
shall be amended by this Certificate of Merger in the following manner:

           The name of the surviving corporation shall be changed to:

                               Planet Zanett, Inc.

            SIXTH: That the proposed merger has been adopted, approved,
certified, executed and acknowledged by the Parent Corporation in accordance
with the laws of the State of Illinois, under which the corporation was
organized.

            SEVENTH: A copy of the Agreement and Plan of Merger is on file at
the offices of the surviving corporation, the address of which is provided
below, and a copy of the Agreement and Plan of Merger will be furnished, upon
request and without any cost, to any stockholder of the constituent
corporations.

                     135 E. 57th Street, 15th Floor
                     New York, NY 10022

            EIGHTH: Anything herein or elsewhere to the contrary
notwithstanding, this merger may be amended or terminated and abandoned by the
Board of Directors of BAB Holdings, Inc. at any time prior to the time that this
merger filed with the Secretary of State becomes effective.

            NINTH: The Certificate of Ownership and Merger shall be effective
upon the date of filing with the Secretary of State of Delaware.



            IN WITNESS WHEREOF, said BAB Holdings, Inc. has caused this
Certificate to be signed by Michael K. Murtaugh, its President, this 18th day of
October, 2000.

                                             BAB HOLDINGS, INC.


                                             By: /s/ Michael K. Murtaugh
                                                 ----------------------------
                                                 Name:  Michael K. Murtaugh
                                                 Title: President