EXHIBIT 3.2
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                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                       MACE SECURITY INTERNATIONAL, INC.


  MACE SECURITY INTERNATIONAL, INC., a corporation organized and existing under
and by virtue of the Delaware General Corporation Law (the "Corporation"), DOES
HEREBY CERTIFY THAT:

  FIRST:  The Board of Directors of the Corporation has adopted a resolution
proposing and declaring advisable and in the best interests of the Corporation
the following amendment to Article FOURTH of the Certificate of Incorporation of
the Corporation, to read in its entirety as follows (the "Charter Amendment"):

     "FOURTH: The aggregate number of shares of stock which the Corporation
     shall have authority to issue is 250,000,000, divided into two classes, one
     class consisting of 200,000,000 shares of common stock , par value $.01 per
     share, and the other class consisting of 50,000,000 shares of preferred
     stock, par value $.01 per share."

  SECOND: The stockholders of the Corporation, by partial written consent of
stockholders in accordance with Section 228 of the Delaware General Corporation
Law, have adopted and approved the Charter Amendment in accordance with the
provisions of Section 212 of the Delaware General Corporation Law.

  THIRD:  The Corporation has notified the nonconsenting stockholders of the
Corporation of the approval of the Charter Amendment by partial written consent
in accordance with Section 228 of the Delaware General Corporation Law.

  FOURTH: The Charter Amendment has been duly adopted and approved in accordance
with the provisions of Section 242 of the Delaware General Corporation Law.

  IN WITNESS WHEREOF, said Mace Security International, Inc. has caused this
Certificate of Amendment of Certificate of Incorporation to be executed by a
duly authorized officer of the Corporation this __th day of June, 1999.

                                    MACE SECURITY INTERNATIONAL, INC.

                                    By: /s/ Louis D. Paolino, Jr.
                                        ___________________________________
                                        Louis D. Paolino, Jr.
                                        President and Chief Executive Officer

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