Exhibit 3.2

         RESOLVED:   That  Article   Third  of  the  Restated   Certificate   of
         Incorporation  of the  corporation,  as amended,  be, and it hereby is,
         amended in its entirety to read as follows:

         THIRD. The designation of each class of shares,  the authorized  number
of shares of each such class,  and the par value of each share  thereof,  are as
follows:

         The corporation  shall have one (1) class of stock designated as Common
Stock and consisting of Fifty Million (50,000,000) authorized shares. Each share
of Common Stock shall be without par value.

         The  corporation  shall  have  one (1)  class of  stock  designated  as
Preferred  Stock and consisting of Five Hundred  Thousand  (500,000)  authorized
shares. Each share of Preferred Stock shall be without par value.

         The  amendment  was adopted and  approved  by the  shareholders  of the
corporation at a meeting held on November 29, 1999.