CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                      OLYMPIC CASCADE FINANCIAL CORPORATION


         Pursuant to Section 102 of the General Corporation Law of the State of
Delaware, Olympic Cascade Financial Corporation, a corporation organized under
and existing by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

        1.  The first sentence of the Fourth  paragraph of the  Certificate of
Incorporation  is hereby amended as follows:

            "The total number of shares of capital stock which the Corporation
            shall have authority to issue is 60,000,000 shares of common stock,
            par value $0.02 per share (the "Common Stock") and 100,000 shares of
            preferred stock, par value $0.01 per share (the "Preferred Stock").
            "

       2.    The  foregoing  amendment  was  effected  pursuant to a  resolution
of the Board of Directors of said corporation.

       3.    The foregoing  amendment  was  approved  by  a  majority  vote  of
stockholders of said corporation.

Dated: March 13, 2002




                                           Mark Goldwasser
                                           President and Chief Executive Officer