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                                                                     EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                              MS ACQUISITION CORP.

                         Pursuant to Section 242 of the
         General Corporation Law of the State of Delaware (the "DGCL")

    MS Acquisition Corp., a corporation organized and existing under the General
Corporation Law of the State of Delaware (hereinafter called the "Corporation"),
DOES HEREBY CERTIFY:

    FIRST: That the Board of Directors of the Corporation, by written consent in
lieu of a meeting dated December 31, 1998, duly adopted resolutions setting
forth proposed amendments to the Restated Certificate of Incorporation of the
Corporation, a copy of which is appended hereto. The resolution setting forth
the proposed amendments is as follows:

         RESOLVED, that the Restated Certificate of Incorporation of the
    Corporation (the "Restated Certificate") be amended as set forth in the
    proposed amendments to the Restated Certificate attached hereto as Exhibit A
    (the "Amendments").

         FURTHER RESOLVED, that the Board of Directors of the Corporation,
    declaring the advisability of the foregoing resolution, hereby submits the
    Amendments to the stockholders of the Corporation for their approval in
    accordance with Section 242 of the DGCL.

         FURTHER RESOLVED, that if the stockholders of the Corporation adopt the
    Amendments, the Chief Executive Officer, President, any Vice President, and
    Secretary of the Corporation (the Proper Officers) be, and each hereby is,
    authorized, empowered and directed, acting alone or with one or more other
    Proper Officers, to execute and acknowledge a copy of the Certificate of
    Amendment to the Restated Certificate of Incorporation of the Corporation
    (the "Certificate of Amendment"), in the name and on behalf of the
    Corporation and under its corporate seal or otherwise, and to cause such
    duly executed and acknowledged Certificate of Amendment together with the
    Amendments to be filed, together with any taxes and fees payable thereon,
    with the office of the Delaware Secretary of State all in accordance with
    the DGCL. The terms "execute(d)," "acknowledge(d)" and "filed" having such
    meanings as set forth in Section 103 of the DGCL.

    SECOND: That the stockholders of the Corporation duly approved such proposed
amendment by written consent in accordance with the provisions of Section 228 of
the DGCL.

    THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the DGCL.

                                   * * * * *
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    IN WITNESS WHEREOF, MS Acquisition Corp. has caused this Certificate of
Amendment to be signed in its name and on its behalf by its President and
attested by its Secretary as of this 12th day of May, 1999.

                                             MS ACQUISITION CORP.


                                             By: /s/ Francis Barge
                                                 ---------------------
                                                 Name: Francis Barge
                                                 Its: President


ATTEST:


By: /s/ Harold A. Brown
    -----------------------------
    Name: Harold A. Brown
    Its: Secretary





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                                                                       EXHIBIT A

              AMENDMENTS TO RESTATED CERTIFICATE OF INCORPORATION

1.       Article FIRST of the Restated Certificate of Incorporation is amended
to read in its entirety as follows:

         "The name of the corporation is Trianon Industries Corp. (hereinafter
         the "Corporation")."

2.       The first sentence of Article FOURTH of the Restated Certificate of
Incorporation is amended to read in its entirety as follows:

         "The total number of shares of capital stock which the Corporation
         shall have authority to issue is 22,675,000 shares, consisting of
         20,000,000 shares of Common Stock, par value $.01 per share (the
         "Common Stock"); and 2,675,000 shares of Preferred Stock, par value
         $.01 per share (the "Preferred Stock")."

3.       The fifth sentence of Article FOURTH of the Restated Certificate of
Incorporation is amended to read in its entirety as follows:

         "The Preferred Stock will consist of:

              (a) 405,000 shares of a class of Preferred Stock constituting
         Series A Preferred Stock, par value $.01 per share (the "Series A
         Preferred Stock");

              (b) 270,000 shares of a class of Preferred Stock constituting
         Series B Preferred Stock, par value $.01 per share (the "Series B
         Preferred Stock"); and

              (c) 2,000,000 shares of a class of Preferred Stock constituting
         New Preferred Stock, par value $.01 per share, in one or more series,
         the terms of which may be set forth by resolution of the Board of
         Directors, as provided by Section 1(b) of Part III of Article FOURTH
         (the "New Preferred Stock")."

4.       The second sentence of Section 1(a) of Part III of ARTICLE FOURTH of
the Restated Certificate of Incorporation is amended to read in its entirety
as follows:

         "The Corporation is authorized to issue a class of Preferred Stock
         designated as "Series A Preferred Stock" consisting of 405,000 shares
         and a class of Preferred Stock designated as "Series B Preferred Stock"
         consisting of 270,000 shares."




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5.       The following sentence is added to Section 1(d) of Part III of ARTICLE
FOURTH of the Restated Certificate of Incorporation as the fourth sentence
thereof:

         "Notwithstanding the foregoing, the Corporation may pay dividends on
         the Series A Preferred, in lieu of cash dividends thereon, by the
         issuance of additional shares of Series A Preferred Stock pursuant to
         Section 2 of this Part III."

6.       Section 2 of Part III of ARTICLE FOURTH of the Restated Certificate of
Incorporation is amended to read in its entirety as follows:

         "Dividends.

              (a) When, as and if declared by the Board of Directors, to the
         extent funds are legally available therefor, dividends will be payable
         on each Share, in cash, as provided herein. Dividends on the Shares
         will be payable at a rate per annum equal to eleven percent (11%) of
         the Stated Value thereof (the "Dividend Rate"). Such dividends shall be
         payable semi-annually on the 13th day of February and August of each
         year, commencing on February 13, 1997 with respect to the Series A
         Preferred Stock and on the first 13th day of February or August to
         occur subsequent to the Series B Accrual Date with respect to the
         Series B Preferred Stock (each such date hereinafter referred to as a
         "Dividend Payment Date" and each such dividend period hereinafter
         referred to as a "Dividend Period"), except that if such date is not a
         Business Day, then such dividend shall be payable on the next
         succeeding Business Day, to the holders of record as they appear on the
         register of the Corporation for the Shares.

              (b) In the sole discretion of the Board of Directors, any
         dividends accruing on shares of Series A Preferred Stock may be paid,
         in lieu of cash dividends, by the issuance of additional shares of
         Series A Preferred Stock (including fractional shares) having an
         aggregate Stated Value at the time of such payment equal to the amount
         of the dividend to be paid (a "PIK Dividend Payment"); provided that if
         the Corporation pays less than the total amount of dividends then
         accrued on the Series A Preferred Stock in the form of additional
         shares of Series A Preferred Stock, such payment in shares shall be
         made pro rata to the holders of Series A Preferred Stock based upon the
         aggregate accrued but unpaid dividends on the shares of Series A
         Preferred Stock held by such holder."

7.       The first sentence of Section 3(b) of Part III of ARTICLE FOURTH of the
Restated Certificate of Incorporation is amended to read in its entirety as
follows:

         "To the extent not paid on any Dividend Payment Date, all dividends
         which have accrued on any Shares then outstanding during the period
         from and including the preceding Dividend Payment Date (or from and
         including the Date of Issuance or the Series B Accrual Date, as the
         case may be, for such Shares in the case of the initial Dividend
         Payment Date for such Shares) to (but excluding) such Dividend Payment
         Date shall be added on such Dividend Payment Date to the Preferred
         Liquidation Value of such Shares (so that, without limitation,
         dividends shall thereafter accrue in respect of the amount of such
         accrued but unpaid dividends) and shall remain a part thereof until
         (but only until) such dividends are paid including payment pursuant to
         a PIK Dividend Payment."

8.       Section 3(c) of Part III of ARTICLE FOURTH of the Restated Certificate
of Incorporation is amended to read in its entirety as follows:

         "Priority for Shares. For so long as any Shares shall be outstanding,
         no dividend or distribution, whether in cash, stock or other property,
         shall be paid, declared and set apart for payment or made on any date
         on or in respect to the Common Stock, or any other class or series of
         stock of the Corporation ranking junior to the Shares (together with
         the Common Stock, a "Junior Stock") as to dividends or distributions of
         assets upon liquidation, dissolution or winding-up, and no payment on
         account of the redemption, purchase or other acquisition or retirement
         for value by the Corporation of shares of Common Stock or any other
         Junior Stock shall be made on any date




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         unless, in each case, the full amount of unpaid dividends accrued on
         all outstanding Shares shall have been paid or contemporaneously are
         declared and paid and all Shares issued as a PIK Dividend Payment are
         redeemed by the Corporation pursuant to Section 4 of Part III;
         provided, however, that the foregoing provisions of this sentence shall
         not prohibit (i) a dividend payable solely in shares of Common Stock or
         any other Junior Stock, (ii) the acquisition of any shares of any
         Common Stock or any other Junior Stock upon conversion or exchange
         thereof into or for any shares of any other class of Common Stock or
         other Junior Stock or (iii) the acquisition of any shares of Common
         Stock pursuant to the Stockholders Agreement."

9.       The second sentence of Section 4(a) of Part III of ARTICLE FOURTH of
the Restated Certificate of Incorporation is amended to read in its entirety as
follows:

         "On any Business Day, the Corporation, at its option, may redeem at the
         Redemption Price therefor all of the issued and outstanding Shares
         issued as a PIK Dividend Payment and on any Business Day prior to
         February 13, 2007, the Corporation, at its option, may redeem at the
         Redemption Price therefor all of the issued and outstanding Shares."