Exhibit 3.2

                    AMENDMENT TO CERTIFICATE OF INCORPORATION
                                       OF
                            IMPERIAL INDUSTRIES, INC.

       IMPERIAL INDUSTRIES, INC. (hereinafter referred to as the "Corporation")
hereby certifies and affirms the following:

1.       The name of the Corporation is IMPERIAL INDUSTRIES, INC.

2.       The shareholders of the Corporation duly adopted the following
         amendments to the Corporation's Certificate of Incorporation in
         accordance with the provisions of Section 242 of the General
         Corporation Law of the State of Delaware at its annual meeting of
         Shareholders held on November 14, 2001.

3.       Article FOURTH of the Company's Certificate of Incorporation is amended
         to read as follows:

       FOURTH: The aggregate number of shares of stock which the Corporation
shall have authority to issue is Forty-Five Million (45,000,000) shares,
consisting of (i) Forty Million (40,000,000) shares with a par value of one cent
($.01) per share, which are designed as Common Stock; and (ii) Five Million
(5,000,000) shares with a par value of one ($.01) per share, which are
designated as Preferred Stock.

1.       The designations, preferences, privileges and powers of the shares of
         the Common Stock and of the Preferred Stock and the restrictions and
         qualifications thereof shall be the same in all respects as though
         shares of one class of stock, except that the Board of Directors is
         hereby vested with the authority to provide for the issuance of the
         Preferred Stock, at any time and from time to time, in one or more
         series, each of such series to have such powers, designations,
         preferences and relative, participating or option or other special
         rights and such qualifications, limitations or restrictions thereon as
         expressly provided in the resolution or resolutions, duly adopted by
         the Board of Directors providing for the issuance of such shares. The
         authority which is hereby vested in the Board of Directors shall
         include, but not be limited to, the authority to provide for the
         following matters relating to each series of the Preferred Stock:

         (a)      the number of shares to constitute such series, and the
                  designations thereof;

         (b)      the voting power of holders of shares of such series, if any,
                  and the Board of Directors may, without limitation determine
                  the vote or fraction of vote to which the holder may be
                  entitled, the events upon the occurrence of which such holder
                  maybe entitled to vote, and the Board of Directors may
                  determine to restrict or eliminate entirely the right of such
                  holder to vote;


<PAGE>

         (c)      the rate of dividends, if any, and the extent of further
                  participation in dividend distributions, if any, and whether
                  dividends shall be cumulative or non-cumulative;

         (d)      whether or not such series shall be redeemable, and if so, the
                  terms and conditions upon which shares of such series shall be
                  redeemable;

         (e)      the extent, if any, to which such series shall have the
                  benefit of any sinking fund provision for the redemption or
                  purchase of shares;

         (f)      the rights, if any, of such series, in the event of the
                  dissolution of the corporation, or upon any distribution of
                  the assets of the corporation;

         (g)      whether or not the shares of such series shall be convertible,
                  and if so, the terms and conditions on which shares of such
                  series shall be convertible; and

         (h)      such other powers, designations, preferences and the relative,
                  participating or optional or other special rights, and such
                  qualifications, limitations, or restrictions thereon, as and
                  to the extent permitted by law.

2.       No holder of Common Stock or Preferred Stock of the corporation shall
         be entitled as of right to purchase or subscribe for any part of any
         unissued stock of the corporation or any additional capital stock of
         the corporation of any class, or any bonds, certificates of
         indebtedness, debentures or other securities convertible into stock of
         the corporation, but any such unissued stock or such additional
         authorized issue of new stock or other securities convertible into
         stock, may be issued and disposed of, pursuant to resolution of the
         Board of Directors, to such persons, firms corporations or associations
         and upon such terms, as may be deemed advisable by the Board of
         Directors in the exercise of their discretion.

       IN WITNESS WHEREOF, IMPERIAL INDUSTRIES, INC. has caused this Amendment
to the Certificate of Incorporation to be signed and attested to by its duly
authorized officers this 14th day of November, 2001.


                                    IMPERIAL INDUSTRIES, INC., a
                                    Delaware corporation

                                    By:       /s/ Howard L. Ehler, Jr.
                                        ------------------------------
                                             Howard L. Ehler, Jr.
                                             Executive Vice President

                                    Attest:  /s/Betty Jean Murchison
                                           ---------------------------
                                                Betty Jean Murchison
                                                 Assist Secretary