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                                                                     EXHIBIT 3.2

                                    Delaware
                                                                          PAGE 1
                                 The First State

      I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
OWNERSHIP, WHICH MERGES:

      "ABC MERGER CORP.", A DELAWARE CORPORATION,

      WITH AND INTO "AMERICAN BUILDING CONTROL, INC." UNDER THE NAME OF "MDI,
INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF
DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTY-SECOND DAY OF
SEPTEMBER, A.D. 2004, AT 4:54 O'CLOCK P.M.

      AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF OWNERSHIP IS THE TWENTY-FOURTH DAY OF SEPTEMBER, A.D. 2004.

      A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE AND
KENT COUNTY RECORDER OF DEEDS.

                                    /s/ Harriet Smith Windsor
                   [SEAL]           -----------------------------------------
                                    Harriet Smith Windsor, Secretary of State

                                               AUTHENTICATION: 3367635

                                                         DATE: 09-22-04

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      State of Delaware
     Secretary of State
  Division of Corporations
Delivered 04:53 PM 09/22/2004
  FILED 04:54 PM 09/22/2004
SRV 040686519 - 2535391 FILE

                      CERTIFICATE OF OWNERSHIP AND MERGER
                                    MERGING
                                ABC MERGER CORP.
                                 WITH AND INTO
                        AMERICAN BUILDING CONTROL, INC.

                         Pursuant to Section 253 of the
              General Corporation of Law of the State of Delaware

      American Building Control, Inc., a Delaware corporation (the "Company"),
does hereby certify to the following facts relating to the merger (the "Merger")
of ABC Merger Corp., & Delaware corporation (the "Subsidiary"), with and into
the Company, will the Company remaining as the surviving corporation:

      FIRST: The Company is incorporated pursuant to the General Corporation Law
of the State of Delaware (the "DGCL"). The Subsidiary is incorporated pursuant
to the DGCL.

      SECOND: The Company owns all of the outstanding shares of each class of
capital stock of the Subsidiary.'

      THIRD: The Board of Directors of the Company, by the following resolutions
duly adopted on September 17, 2004, determined to merge the Subsidiary with and
into the Company pursuant to Section 253 of the DGCL:

            WHEREAS, American Building Control, Inc., a Delaware corporation
      (the "Company"), owns all of the outstanding shares of the capital stock
      of ABC Merger Corp., a Delaware corporation (the "Subsidiary"); and

            WHEREAS, the Board of Directors of the Company has deemed it
      advisable that the Subsidiary be merged with and into the Company pursuant
      to Section 253 of the General Corporation Law of the State of Delaware;

                     NOW, THEREFORE, BE IT AND IT HEREBY IS

            RESOLVED, that, effective upon the filing of (or at such subsequent
      time as may be specified in) the Certificate of Ownership and Merger filed
      in respect thereof (the "Effective Time"), the Subsidiary shall be merged
      with end into the Company with the company being the surviving corporation
      (the "Merger"); and

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            FURTHER RESOLVED, that it is intended that the Merger qualify as a
      tax-free reorganization under Section 368(a)(1)(F) of the Internal Revenue
      Code of 1986, as amended, and that these resolutions constitute a plan of
      reorganization within the meaning of Section 368; and

            FURTHER RESOLVED, that, at any time prior to the Effective Time,
      the Merger may be amended modified, terminated or abandoned by action of
      the Board of Director of the Company; and

            FURTHER RESOLVED, that by virtue of the Merger and without any
      action on the part of the holder thereof, each then outstanding or
      treasury share of capital stock of the Company shall remain unchanged and
      continue to remain outstanding or held in treasury, respectively, as one
      share of capital stock of the Company, held by the person who was the
      holder of such share of capital stock of the Company immediately prior to
      the Merger; and

            FURTHER RESOLVED, that by virtue of the Merger and without any
      action on the part of the holder thereof, each then outstanding share of
      common stock of the Subsidiary shall be cancelled and no consideration
      shall be issued in respect thereof; and

            FURTHER RESOLVED, that, at the Effective Time, Article 1 of the
      Certificate of Incorporation of the Company shall be amended to read in
      its entirety as follows:

                  "1. The name of the Corporation is MDI, Inc."

            FURTHER RESOLVED, that each officer of the Company is authorized to
      make and execute a Certificate of Ownership and Merger setting forth a
      copy of these resolutions, and the date of adoption thereof, in the
      discretion of such officer to specify therein an Effective Time subsequent
      to the filing thereof and to file the same in the office of the Secretary
      of State of the State of Delaware; and

            FURTHER RESOLVED, that in connection with changing the Company's
      name, each officer of the Company is authorized, in the name on behalf of
      the Company, to enter into any agreements with the office of the Secretary
      of State of the State of Delaware, and to make and execute such additional
      certificates and to file the same in the office of the Secretary of State
      of the State of Delaware, in each case as may, in his or her judgment, be
      required or advisable; and

            FURTHER RESOLVED, that in order for the Company to comply with all
      applicable regulations and requirements of federal, state, local and
      foreign governmental agencies and exchanges, each officer of the Company
      is authorized in the name and on behalf of the Company, to prepare,
      execute and file or cause to be filed all reports, statements, documents,
      undertakings, commitments and information with any exchange or
      governmental agencies as may, in his or her judgment, be required or
      advisable in connection with the Merger or the Company's name change; and

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            FURTHER RESOLVED, that, after the Effective Time, each officer of
      the Company is hereby authorized, in the name and on behalf of the
      Company, to apply to, and to take such steps end to execute such documents
      as may be necessary or desirable to, change, the name in which the Company
      is qualified to do business, in such jurisdictions as it is qualified, to
      reflect the change in the Company's name; and

            FURTHER RESOLVED, that, after the Effective Time, each officer of
      the Company is hereby authorized, in the name and on behalf of the
      Company, to apply to, and to take such steps and to execute such documents
      as may be necessary or desirable to, use any alternate name, fictitious
      name, assumed name or other name in such jurisdictions as the Company is
      qualified, if such officer determines it is necessary or desirable for the
      Company to use an alternate name, fictitious name, assumed name or other
      name; and

            FURTHER RESOLVED, that, effective immediately following the
      Effective Time, the By-laws of the Company shall be amended by deleting
      the name "American Building Control, Inc." wherever it appears and
      substituting the name "MDI, Inc."; and

            FURTHER RESOLVED, that, after the Effective Time, each officer of
      the Company is hereby authorized, in the name and on behalf of the
      Company, to prepare, execute and file a listing application or
      supplemental listing application, and such other documents, and to take
      such steps, as may be necessary or desirable, with the NASDAQ National
      Market System and if such officer determines it required or advisable, any
      other exchanges on which the Company has listed securities, to reflect the
      change in the Company's Name; and

            FURTHER RESOLVED, that all actions to be taken or heretofore taken
      by any officer or agent of the Company in connection with any matter
      referred to or contemplated by any of the foregoing resolutions be, and
      they hereby are, approved ratified and confirmed in all respects; and

            FURTHER RESOLVED, that each officer of the Company is authorized to
      do all acts and things and to sign, seal, execute, acknowledge, file,
      deliver and record all papers, instruments, agreements, documents and
      certificates, find to pay all charges, fees, taxes and other expenses,
      from time to time necessary, desirable or appropriate to be done, signed,
      sealed, executed, acknowledged, filed, delivered, recorded or paid, under
      any applicable law, or otherwise, and to certify as having been adopted by
      this Board of Directors any form of resolution required by any law,
      regulation or agency, in order to effectuate the purpose of the foregoing
      resolutions or any of them or to carry out the transactions contemplated
      hereby.

      FOURTH: The Company shall be the surviving corporation of the Merger. The
name of the surviving corporation shall be amended in the Merger to be "MDI,
Inc."

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      FIFTH: The Certificate of Incorporation in effect immediately prior to the
effective time of the Merger shall be the certificate of incorporation of the
surviving corporation, except that Article 1 there of shall be amended to read
in its entirety as follows;

                   "The name of the Corporation is MDI, Inc."

      SIXTH: This certificate of Ownership and Merger, and the Merger herein,
shall not become effective until, and shall become effective at 5:00 p.m. on
September 24, 2004.

      IN WITNESS WHEREOF, the Company has caused this certificate of Ownership
and Merger to be executed by its duly authorized officer this 22nd day of
September, 2004.

                                            AMERICAN BUILDING CONTROL, INC.

                                            By: Richard A. Larsen
                                                -----------------------------
                                            Name: Richard A. Larsen
                                            Office: Senior Vice President,
                                                    General Counsel & Secretary