STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 04/19/1999
                                                             991151734 - 2016590

                            CERTIFICATE OF AMENDMENT

                                       OF

               CERTIFICATE OF INCORPORATION OF ACORN HOLDING CORP.



                  It is hereby certified that:

     1. The name of the corporation  (hereinafter  called the  "Corporation") is
Acorn Holding Corp.

     2. The certificate of incorporation of the Corporation is hereby amended by
the addition of the following to Article FOURTH:

         "The presently issued and outstanding shares of Common Stock, exclusive
         of treasury stock,  shall be combined in the ratio of two (2) shares of
         Common Stock for each five (5) shares of Common Stock currently  issued
         and outstanding.  Such combination  shall not change the stated capital
         of the Corporation nor shall it affect the rights or preferences of the
         holders of the shares of Common Stock now issued and outstanding."

     3. The amendment of the Certificate of  Incorporation  herein certified has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General  Corporation Law of the State of Delaware by the approval of the holders
of a majority of the  outstanding  shares of capital stock entitled to vote at a
special meeting of stockholders duly called and held for such purpose.


     IN WITNESS WHEREOF, we have signed this Certificate this 16th day of April,
1999.

                                      Stephen A. Ollendorff
                                      ------------------------------------
                                      Stephen A. Ollendorff,
                                      Chairman and Chief Executive Officer
Attest:

Marian E. Gustafson
- ------------------------
Marian E. Gustafson
Assistant Secretary