FEDERAL IDENTIFICATION
                                                          NO. 04-2436093

                       The Commonwealth of Massachusetts
                             William Francis Galvin
                          Secretary of the Commonwealth
              One Ashburton Place, Boston, Massachusetts 02108-1512

                              ARTICLES OF AMENDMENT

                    (General Laws, Chapter 156B, Section 72)




We, Neal F. Finnegan,                                       * President

and Eric R. Fischer,                                        * Clerk

of UST Corp.
                           (Exact name of corporation)

            located at: 40 Court Street, Boston, Massachusetts 02108

                (Street address of corporation in Massachuserts)

certify that these Articles of Amendment affecting articles numbered:

                                    Three (3)
          (Number those articles 1, 2, 3, 4, 5, and/or 6 being amended)

of the Articles of Organization  were duly adopted at a meeting held on December
17, 1996, by vote of:

11,344,981 shares of UST Corp. Common Stock of 17,936,989 shares outstanding.
                         (type, class & series, if any)
                             par value of $0.625



**being  at least a  majority  of each  type,  class or series  outstanding  and
entitled to vote thereon

       VOTED:   to amend the Corporation's  Restated Articles of Organization to
                increase the number of  authorized  shares of the  Corporation's
                Common Stock from 30,000,000 to 45,000,000.


*Delele the inapplicable words.              **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70.
2 For amnendments adopted pursuant to Chapter 156B Section 71.
Note:  If the  space  provided  under  any  article  or  item  on  this  form is
insufficient,  additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.


To change the number of shares and the par value (if any) of any type,  class or
series of stock  which  the  corporation  is  authorized  to issue,  fill in the
following:

The total presently authorized is:

         WITHOUT PAR VALUE STOCKS               WITH PAR VALUE STOCKS

         TYPE     NUMBER OF SHARES      TYPE    NUMBER OF SHARES      PAR VALUE

         Common:                        Common:    30,000,000           $0.625


         Preferred:                     Preferred:  4,000,000           $1.00

                                  (300,000 Series A Junior Participating) @ 1.00

Change the total authorized to:



         WITHOUT PAR VALUE STOCKS               WITH PAR VALUE STOCKS


         TYPE     NUMBER OF SHARES      TYPE    NUMBER OF SHARES      PAR VALUE

         Common:                        Common:    45,000,000           $0.625

         Preferred:                     Preferred:  4,000,000           $1.00

                                  (300,000 Series A Junior Participating) @ 1.00


                        THE COMMONWEALTH OF MASSACHUSETTS

                             ARTICLES OF AMENDMENT

                    (General Laws, Chapter 156B, Section 72)

================================================================================

I hereby  approve the within  Articles of  Amendment,  and the filing fee in the
amount of $15,000  having been paid,  said  article is deemed to have been filed
with me this 27 th day of December, 1996

Effective date:
                           /s/ William Francis Galvin
                             WILLIAM FRANCIS GALVIN
                          Secretary of the Commonwealth

                         TO BE FILLED IN BY CORPORATION
                      Photocopy of document to be sent to:
                              Eric R. Fischer, Esq.

                                40 Court Street

                      Boston, Massachusetts (617) 726-7377


The  foregoing  amendment(s)  will  become  effective  when  these  Articles  of
Amendment are filed in accordance  with General  Laws,  Chapter 156B,  Section 6
unless  these  articles  specify,  in  accordance  with  the vote  adopting  the
amendment,  a later  effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.

Later effective date:

SIGNED UNDER THE PENALTIES OF PERJURY, this 27th day of December, 1996

/s/ Neal F. Finnegan                                   *President
------------------------------------------------------
Neal F. Finnegan

/s/ Eric R. Fischer                                    *Clerk
------------------------------------------------------
Eric R. Fischer, Esq.

*Delete the inapplicable words.