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Exhibit 3.3
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Amended Code of Regulations
of PH Group Inc.
(reflects amendments through April 30, 1998)
[For SEC reporting compliance purposes only]


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AMENDED CODE OF REGULATIONS

OF

PH GROUP INC.

(reflects amendments through April 30, 1998)
[For SEC reporting compliance purposes only]


ARTICLE I   Meetings of Shareholders

                  Section 1. Annual Meetings. The annual meeting of the
shareholders for the election of directors, for the consideration of the reports
to be laid before such meeting, and for the transaction of such other business
as may properly come before such meeting, shall be held on the first Thursday in
May or on such other date as may be fixed by the Board of Directors.

                  Section 2. Special Meetings. Special meetings of the
shareholders shall be held whenever called by any of the following: President,
Chairman of the Board, a majority of the directors, and persons who hold at
least one-quarter of the outstanding voting shares of the Company.

                  Section 3. Place of Meetings. All meetings of shareholders
shall be held at the principal office of the Company in Ohio, unless otherwise
provided by a majority of the directors. Meetings of the shareholders may be
held outside of the State of Ohio.

                  Section 4. Notice of Meetings.

                  (A) A written notice stating the time, place and purpose of
every meeting of the shareholders shall be given either by personal delivery or
by mail, not less than seven nor more than sixty days before the date of the
meeting to each shareholder of record entitled to notice of the meeting by, or
at the direction of the President or the Secretary of the Company. If mailed,
such notice shall be addressed to the shareholder at his address as it appears
on the records of the Company. If any meeting is adjourned to another time or
place, no further notice as to such adjourned meeting need be given other than
by announcement at the meeting at which such adjournment is taken.

                  (B) Upon request in writing delivered either in person or by
registered mail to the President or the Secretary by any persons entitled to
call a meeting of shareholders, such officer shall forthwith cause to be given
to the shareholders entitled thereto notice of a meeting to be held on a date
not less than seven nor more than sixty days after the receipt of such request,
as such officer may fix. If such notice is not given within fifteen days after
the delivery or mailing of such request, the persons calling the meeting may fix
the time of meeting and give notice thereof as provided in Division (A) of this
section or cause such notice by any designated representative.

                  (C) Any shareholder, either before or after any meeting, may
waive any notice required to be given by law or under these regulations; and
whenever all of the shareholders entitled to vote shall meet in person or by
proxy and consent to holding a meeting, it shall be valid for all purposes
without call or notice, and at such meeting any action may be taken.

                  Section 5. Quorum. At any meeting of shareholders, the holders
of a majority of the shares of the Company then outstanding and entitled to vote
who are present in person or represented by proxy, shall constitute a quorum for
all purposes, but no action required by law or 



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by the Articles of Incorporation to be authorized or taken by the holders of a
designated proportion of the shares of any particular class or of each class may
be authorized or taken by a lesser proportion. The holders of a majority of the
voting shares represented at a meeting, whether or not a quorum is present, may
adjourn such meeting from time to time.

                  Section 6. Shareholders Entitled to Vote. At each meeting of
shareholders, every shareholder of record of shares entitled to vote shall be
entitled to such number of votes with respect to each share standing in his name
on the books of the Company on each matter properly submitted to the
shareholders for their vote as the Articles of Incorporation provide.

                  Section 7. Votes Necessary. At all elections of directors, the
candidates receiving the greatest number of votes shall be elected. All other
questions shall be determined by a majority vote of the shares entitled to vote
except where a greater number or proportion is required by the Ohio Revised
Code.

                  Section 8. Proxies. At meetings of the shareholders, any
record holder of shares as to which he is entitled to vote may be represented
and may vote by a proxy or proxies appointed by an instrument in writing if such
instrument is filed with the Secretary before the person holding such proxy
votes thereunder. No proxy shall be valid after the expiration of eleven months
after the date of its execution, unless the shareholder executing it shall have
specified thereon the length of time it is to continue in force.

                  Section 9. Order of Business. The order of business at all
meetings of shareholders shall be determined by the presiding officer unless
otherwise determined by a vote of a majority in interest of shareholders
entitled to vote who are present in person or represented by proxy at such
meeting.

                  Section 10. Action Without Meeting. Any action which may be
taken at any meeting of shareholders may be taken without a meeting if
authorized by a writing signed by all of the holders of shares who would be
entitled to notice of a meeting for such purpose and who would be entitled to
vote thereat.

ARTICLE II Directors

                  Section 1. Powers. Except where the law, the Articles, or
these Regulations require action to be authorized or taken by shareholders, all
of the authority of the Company shall be exercised by, or as directed by the
Board of Directors. Without prejudice to the general powers conferred by or
implied in the preceding section, the Directors, acting as a Board, shall have
power.

                  (A) To fix, define and limit the powers and duties of all
officers and to fix the salaries of all officers;

                  (B) To appoint, and at their discretion, with or without
cause, to remove, or suspend, such subordinate officers, assistants, managers,
agents and employees as the Directors may from time to time deem advisable, and
to determine their duties and fix their compensation;

                  (C) To require any officer, agent or employee of the Company
to furnish a bond for faithful performance in such amount and with such sureties
as the Board may approve;

                  (D) To designate a depository or depositories of the funds of
the Company and the officer or officers or other persons who shall be authorized
to sign notes, checks, drafts, contracts, deeds, mortgages, and other
instruments on behalf of the Company;


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                  (E) To appoint and remove transfer agents and/or registrars
for the Company's shares;

                  (F) To establish such rules and regulations respecting the
issuance and transfer of shares and certificates for shares as the Board of
Directors may consider reasonable.

                  Section 2. Number of Directors. The Board of Directors shall
be divided into two classes; the initial term of office of those of the first
class to expire at the annual meeting next ensuing; of the second class one year
thereafter; and at each annual election held after the initial adoption of this
regulation by the shareholders and the election of Directors held at the meeting
at which this regulation is adopted, directors shall be chosen for a full term
of two years to succeed those whose terms expire. When this regulation is
initially adopted, the Board of Directors shall consist of seven members and the
first class shall consist of three members and the second class shall consist of
four members. Thereafter, the Board of Directors may fix the total number of
Directors constituting the full Board of Directors and the number of Directors
in each class, but the total number of Directors shall not exceed nine nor shall
the number of Directors in any class exceed five. Subject to the foregoing, the
classes of Directors need not have the same number of members. No reduction in
the total number of Directors or in the number of Directors in any class shall
be effective to remove any Director or to reduce the term of any Director.
Notwithstanding any other provision set forth in the Regulations of the Company,
if the Board of Directors increases the number of Directors in a class, it may
fill the vacancy created thereby for the full remaining term of a Director in
that class even though such term may extend beyond the next annual election. The
Board of Directors may fill any vacancy occurring for any other reason for the
full remaining term of the Director whose death, resignation or removal caused
the vacancy, even though such term may extend beyond the next annual election. A
director who reaches the age of 67 shall thereafter no longer be eligible for
reelection to the Board of Directors. Directors need not be either residents of
the State of Ohio or shareholders of the Company.

                  Section 3. Removal of Directors. All the Directors, or all the
Directors of a particular class, or any individual Director may be removed from
office, without assigning any cause, by the vote of the holders of shares
entitling them to exercise a majority of the voting power for the election of
directors; provided, that unless all the Directors, or all the Directors of a
particular class, are removed, no individual Director shall be removed in case
the votes of a sufficient number of shares are cast against his removal which,
if cumulatively voted at an election of all the Directors, or all the Directors
of a particular class, as the case may be, would be sufficient to elect at least
one Director.

                  Section 4. Vacancies. In case of any vacancy among the
Directors, including a vacancy caused by an increase in the number of Directors
at a time other than at the annual meeting, the remaining Directors, though less
than a majority of the whole authorized number of Directors by an affirmative
vote of the majority thereof, may elect a Director to fill such vacancy to hold
office until the next annual election and until his successor shall be elected.

                  Section 5. Power to Adopt By-Laws. The Board of Directors may
adopt and amend from time to time, By-Laws for its government, consistent with
this Code of Regulations, the Articles of Incorporation, and the laws of Ohio.

                  Section 6. Meetings. After each annual election of Directors,
the Directors shall meet as soon as practicable for the purpose of organization,
the election and appointment of officers and the transaction of other business.
The Directors shall hold such other meetings from time to time as the Directors
may deem necessary, and such meetings as may from time to time be called by the
Chairman of the Board, President, Vice President or any two Directors. Meetings
may be held at the principal office of the Company or at such other place within
or outside the State of Ohio as a majority of the Directors may, from time to
time, determine. The President or 


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Secretary shall give each Director notice of each meeting of the Directors
either by personal delivery or by mail, telegram, or cablegram at least two days
before the meeting. Notice of the time, place and purpose of any meeting of the
directors may be waived by any Director.

                  Section 7. Committees. The Directors may, from time to time,
appoint an Executive Committee or any other committee of the Directors, to
consist of not less than three Directors, and may delegate to any other
committee any of the authority of the Directors, however conferred, other than
that of filling vacancies among the Directors, or in any committee of the
Directors. Any such committee shall at all times act under the direction and
control of the Directors and shall make reports to the Directors of its acts,
which reports shall form a part of the records of the Company.

                  Section 8. Quorum. At all meetings of the Directors, a
majority of all the Directors then in office shall constitute a quorum, but less
than such majority may adjourn the meeting of the Directors from time to time,
and at any adjourned meeting any business may be transacted as if the meeting
had been held as originally called. The action of a majority of Directors
present at any meeting at which there is a quorum shall be the act of the Board
of Directors except as otherwise may be provided by law, the Articles, or in
this Code of Regulations.

                  Section 9. Compensation of Directors. By the affirmative vote
of a majority of those in office, and irrespective of any financial or personal
interest of any of them, the Directors shall have authority to establish
reasonable compensation, which may include pension, disability and death
benefits, for services to the Company by Directors and officers, or to delegate
such authority to one or more officers or Directors.

                  Section 10. Indemnification. Each Director, officer and
employee, whether or not then in office (and his heirs, executors and
administrators) shall be indemnified by the Company against costs and expenses
(including counsel fees) reasonably incurred by him, and shall be reimbursed by
the Company for any such costs or expenses paid by him, in connection with any
action, suit or proceeding to which he may be made a party by reason of his
being or having been a Director, officer or employee of the Company or by reason
of having served at the request of the Company as a Director, officer or
employee of the Company or by reason of his having served at the request of the
Company as a Director or officer of another company, except in relation to
matters as to which he shall be finally adjudged in such action, suit or
proceeding to have been derelict in the performance of his duty as such
director, officer or employee. The foregoing qualification shall not prevent a
settlement by the Company prior to final adjudication when such settlement
appears to be in the interest of the Company. The foregoing right of
indemnification shall also cover amounts paid by any director, officer or
employee (or his heirs, executors, or administrators) in settlement of any such
action, suit or proceeding if the Company shall have previously given its
written approval thereof, and shall not be exclusive of other rights to which,
any director, officer or employee may be entitled as a matter of law.

                  Section 11. Action of Directors Without a Meeting. Any action
which may be authorized or taken at a meeting of the Board of Directors may be
authorized or taken without a meeting in a writing or writings signed by all of
the Directors.

ARTICLE III Officers

                  Section 1. Executive Officers. The executive officers of the
Company shall be a Chairman of the Board, President, one or more Vice
Presidents, a Secretary and a Treasurer, and such other officers and assistant
officers as the Directors may, in their judgment, consider necessary. The same
person may hold any two or more offices of the Company. Officers may be elected
at any time, but as soon as is convenient after a meeting of shareholders at
which a 

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majority of Directors are elected, the Directors shall hold a meeting at which
they shall consider the election of officers.

                  Section 2. Tenure of Officers. Any officer may be removed,
either with or without cause, at any time, by the affirmative vote of a majority
of all the Directors then in office; such removal, however, shall be without
prejudice to the contract rights of the person so removed, if any.

                  Section 3. Chairman of the Board and/or President. The
Chairman of the Board and/or President shall be the active executive officer of
the Company and shall exercise supervision over the business of the Company and
over its several officers, subject, however, to the control of the Board of
Directors. He shall preside at all meetings of shareholders and, in the absence
of, or if a Chairman of the Board shall not have been elected, the President
shall preside at meetings of the Board of Directors. He shall have authority to
sign all certificates for shares and all deeds, mortgages, bonds, contracts,
notes and other instruments requiring his signature; and shall have all the
powers and duties prescribed by the General Corporation Act and such others as
the Board of Directors may from time to time assign him.

                  Section 4. Secretary. The Secretary shall: keep books for the
transfer of shares and keep the share certificate book, the stock register and
such other books and records as may be necessary in order to keep an accurate
record of shareholders; keep minutes of all proceedings of the shareholders and
Directors; give notices for the Company; issue and attest all certificates of
shares; and in general perform all the duties usually incident to such office or
which may be assigned by the shareholders or Directors.

                  Section 5. Treasurer. The Treasurer shall: have the custody
and control of all funds and securities belonging to the Company, except as
otherwise provided by the Directors, and shall be responsible for all monies and
other property of the Company in his custody; keep accurate accounts of the
finances of the Company and hold the books and records open for inspection and
examination of the Directors and any committee of shareholders appointed for
such inspection, and shall present abstracts of said books and records at annual
meetings of shareholders, or any other meetings requested; and perform all the
duties usually incident to such office or which may be assigned by the
shareholders or Directors. He shall give bond in such sum with such security as
the Directors may require, if any, for the faithful performance of his duties.

                  Section 6. Assistant and Subordinate Officers. The Board of
Directors may appoint such assistant and subordinate officers as it may deem
desirable. Each such officer shall hold office during the pleasure of the Board
of Directors, and perform such duties as the Board of directors may prescribe.

                  The Board of Directors may, from time to time, authorize any
officer to appoint and remove subordinate officers, to prescribe their authority
and duties, and to fix their compensation.

                  Section 7. Duties of Officers May be Delegated. In the absence
of any officer of the Company, or for any other reason the Board of Directors
may deem sufficient, the Board of Directors may delegate, for the time being,
the powers or duties, or any of them of such officer to any other officer, or to
any Director.

                  Section 8. Contracts. Checks. Notes and Other Instruments. All
contracts, agreements and notes authorized by the Board of Directors shall,
unless otherwise directed by the Board of Directors or unless otherwise required
by law, be signed by the President or Secretary. All checks shall be signed by
at least two authorized persons. The Board of Directors may, 



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however, authorize other officers to sign checks, drafts and orders for the
payment of money, and may designate different combinations of officers and
employees who may, in the name of the Company, execute checks, drafts,
contracts, agreements and other instruments in its behalf.

ARTICLE IV Capital Stock

                  Section 1. Share Certificates. Certificates for shares,
certifying the number of fully-paid shares owned, shall be issued to each
shareholder in such form as shall be approved by the Board of Directors. Such
certificates shall be signed by the President or a Vice President and by the
Secretary or an Assistant Secretary. Such certificates or shares shall be
transferable in person or by attorney, but, except as hereinafter provided and
in the case of lost, stolen, mutilated or destroyed certificates, no transfer of
shares shall be entered upon the records of the Company until the previous
certificate, if any, given for the same, shall have been surrendered and
canceled.

                  Section 2. Lost, Mutilated or Destroyed Certificates. If any
certificate for shares is lost, stolen, mutilated or destroyed, the Board of
Directors may authorize the issue of a new certificate in place thereof upon
such terms and conditions as it may deem advisable. The Board of Directors in
its discretion may refuse to issue such new certificates until the Company has
been indemnified to its satisfaction and until it is protected to its
satisfaction by a final order or decree of a court of competent jurisdiction.

                  Section 3. Registered Shareholders. A person in whose name
shares are of record on the books of the Company shall conclusively be deemed
the unqualified owner thereof for all purposes and to have capacity to exercise
all rights of ownership. Neither the Company nor any transfer agent of the
Company shall be bound to recognize any equitable interest in or claim to such
shares on the part of any other person, whether disclosed upon such certificate
or otherwise, nor shall they be obliged to see the execution of any trust or
obligation.

ARTICLE V Miscellaneous

                  Section 1. Record Date. The Directors may fix a date not
exceeding sixty days preceding the date of any meeting of shareholders, the date
for the payment of any dividend or the date for any other corporate action for
which a record date is authorized by law, as record date for the determination
of the shareholders entitled to notice of, and to vote at, any such meetings and
any adjournment thereof, or entitled to receive payment of any such dividend or
to participate in any such other corporate action, and in such case the
shareholders of record on said date and only such shareholders shall be entitled
to such notice of, and to vote any such meeting and any adjournment thereof, or
to be entitled to receive payment of any such dividend or be entitled to
participate in any such other corporate action.

                  Section 2. Fiscal Year. The fiscal year of the company shall
end on December 31 of each year, or on such other days as may be fixed from time
to time by the Board of Directors.

                  Section 3. Amendments. This Code of Regulations or any Article
or Section hereof may be adopted, changed, repealed, or amended without a
meeting by the written consent of the holders of two-thirds of the shares
entitled to vote upon such proposal or by the holders of a majority of the
shares entitled to vote upon such proposal at a meeting held for that purpose.