EXHIBIT 3.1(b)


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION

                                    * * * * *


Continental Global Group, Inc., a corporation (the "Corporation"), organized
and existing under and by virtue of the General Corporation Law of the State
of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

                  RESOLVED, that the Certificate of Incorporation of Continental
         Global Group, Inc. be amended by changing the fourth article thereof so
         that, as amended, said article shall be and read as follows:

                           "4. The total number of shares which the Corporation
                           shall have authority to issue is Five Million
                           (5,000,000), common shares; each share being one
                           penny ($.01) par value stock."


         SECOND:           That in lieu of a meeting and vote of stockholders,
                           the stockholders have given unanimous written consent
                           to said amendment in accordance with the provisions
                           of Section 228 of the General Corporation Law of the
                           State of Delaware.

         THIRD:            That the aforesaid  amendment was duly adopted in
                           accordance with the applicable  provisions of
                           Sections 242 and 228 of the General Corporation Law
                           of the State of Delaware.

IN WITNESS WHEREOF, said CONTINENTAL GLOBAL GROUP, INC. has caused this
certificate to be signed by Joseph L. Mandia, its Vice Chairman, this 9th day
of Aug., 2000.


                                        By:     Joseph L. Mandia___________
                                        Title:  Vice Chairman______________