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                                  EXHIBIT 3

                            CERTIFICATE OF AMENDMENT
                     TO AMENDED ARTICLES OF INCORPORATION OF
                             THE TRANZONIC COMPANIES


         The undersigned, Robert S. Reitman, Chairman, and Samuel S. Pearlman,
Assistant Secretary of THE TRANZONIC COMPANIES, an Ohio corporation (the
"Corporation"), do hereby certify that at a duly called meeting of the Directors
of the Corporation held on April 27, 1996, at which a quorum was present and
acting throughout, the Board of Directors duly adopted an Amendment to the
Amended Articles of Incorporation of the Corporation by the adoption of the
following resolution by the affirmative vote of the Directors present:

                  RESOLVED, FURTHER, that the Board of Directors believes it is
         advisable to (1) convert the Class B Common Shares to Class A Common
         Shares (the "Conversion"), and (2) amend the Amended Articles of
         Incorporation (the "Amendment") to (a) eliminate the Class B Common
         Shares, (b) redesignate the Class A Common Shares as "Common Shares"
         and (c) provide that the number of authorized Common Shares shall be
         12,000,000 (the aggregate number of Class A Common Shares and Class B
         Common Shares presently authorized);

                  RESOLVED, FURTHER, that the Conversion and the Amendment shall
         be submitted to the Shareholders for their approval at the Annual
         Meeting of Shareholders on August 2, 1996;

                  RESOLVED, FURTHER, that upon the approval of the Conversion
         and the Amendment by the Shareholders and the filing of a certificate
         with the Ohio Secretary of State respecting the Amendment (the
         "Certificate of Amendment"), Article Fourth of the Corporation's
         Amended Articles of Incorporation shall be amended and restated in its
         entirety to (i) eliminate the Class B Common Shares, (ii) redesignate
         the Class A Common Shares as "Common Shares" and (iii) provide that the
         authorized number of Common Shares shall be 12,000,000 (the aggregate
         number of Class A Common Shares and Class B Common Shares presently
         authorized), all as more particularly as provided in Exhibit A attached
         hereto;

                  RESOLVED, FURTHER, that upon approval of the Conversion and
         the Amendment and the filing of the Certificate of Amendment, each
         Class B Common Share shall be


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         converted to one Class A Common Share, and all certificates
         representing Class B Common Shares then outstanding automatically shall
         represent Common Shares and upon transfer or exchange of any such
         certificates, new certificates which shall bear the designation "Common
         Shares" shall be issued to the Shareholders;

                  RESOLVED, FURTHER, by the officers of the Corporation each
         hereby are authorized and directed to execute and deliver such
         documents and to take such other actions as they may determine to be
         necessary, appropriate or desirable to carry out the intent and purpose
         of the foregoing resolutions.

         Thereafter, pursuant to resolution of the Board of Directors, the
Annual Meeting of the Shareholders of the Corporation was duly called and held
on August 2, 1996, at which meeting a quorum of the Shareholders was present in
person or by proxy. At such meeting the Conversion and the Amendment were
approved by the affirmative vote of the holders of shares entitling them to
exercise 83% of the Class A Common Share voting power of the Corporation and 74%
of the Class B Common Share voting power of the Corporation.

         IN WITNESS WHEREOF, Robert S. Reitman, Chairman, and Samuel S.
Pearlman, Assistant Secretary, of The Tranzonic Companies, have hereunto
subscribed their names this 5th day of August, 1996.

                                           THE TRANZONIC COMPANIES

                                           By: /s/ Robert S. Reitman
                                              ------------------------------
                                                 Robert S. Reitman, Chairman


                                           And: /s/ Samuel S. Pearlman
                                               -----------------------------
                                                 Samuel S. Pearlman,
                                                 Assistant Secretary


                                       -2-



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                                   "EXHIBIT A"

              AMENDMENT AND RESTATEMENT OF ARTICLE "FOURTH" OF THE
                        AMENDED ARTICLES OF INCORPORATION



         FOURTH:           Effective upon the filing of this Amendment, each
                           outstanding Class B Common Share of the
                           Corporation shall be converted into one Class A
                           Common Share of the Corporation, all authorized
                           but unissued Class B Common Shares shall be
                           eliminated, and the Class A Common Shares shall be
                           redesignated as Common Shares.  Thereupon, the
                           number of shares which the Corporation is
                           authorized to have outstanding is 12,200,000
                           consisting of (i) 12,000,000 Common Shares without
                           par value (collectively, the "Common Shares" and
                           individually, a "Common Share") and (ii) 200,000
                           Serial Preferred Shares without par value ("Serial
                           Preferred Shares").

                  The shares of such classes shall have the following express
                  terms:

                                   DIVISION A

                         EXPRESS TERMS OF COMMON SHARES

                  The Common Shares shall be subject to the express terms of the
                  Serial Preferred Shares and any series thereof. Each Common
                  Share shall be equal to every other Common Share. Each holder
                  of Common Shares shall be entitled to one vote for each Common
                  Share so held upon all matters presented to Shareholders. The
                  Common Shares will not carry any pre-emptive rights enabling a
                  holder to subscribe or receive shares of the Corporation. The
                  Board of Directors shall possess the power to issue authorized
                  but unissued Common Shares without further shareholder action.



                                   DIVISION B

                    EXPRESS TERMS OF SERIAL PREFERRED SHARES


                  Section 1.  Serial Preferred Shares may be issued from time to
                  time in one or more series.  All Serial Preferred Shares shall
                  be of equal rank and shall be

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                  identical, except in respect of the matters that may be fixed
                  by the Board of Directors as hereinafter provided, and each
                  share of each series shall be identical with all other shares
                  of such series, except as to the date from which dividends are
                  cumulative.

                  Subject to the provisions of Section 2 to 7, inclusive, of
                  this Division B, which provisions shall apply to all Serial
                  Preferred Shares, the Board of Directors hereby is authorized
                  to cause Serial Preferred Shares to be issued in one or more
                  series and with respect to each such series prior to the
                  issuance thereof to fix:

                  (a)      The designation of the series, which may be by
                           distinguishing number, letter or title.

                  (b)      The number of shares of the series, which number the
                           Board of Directors may (except where otherwise
                           provided in the creation of the series) increase or
                           decrease (but not below the number of shares thereof
                           then outstanding).

                  (c)      The annual dividend rate of the series.

                  (d)      The dates at which dividends, if declared, shall
                           be payable, and the dates from which dividends
                           shall be cumulative.

                  (e)      The redemption rights and price or prices, if any,
                           for shares of the series.

                  (f)      The terms and amount of any sinking fund provided
                           for the purchase or redemption of shares of the
                           series.

                  (g)      The amounts payable on shares of the series in the
                           event of any voluntary or involuntary liquidation,
                           dissolution or winding up of the affairs of the
                           Corporation.

                  (h)      Whether the shares of the series shall be convertible
                           into Common Shares, and, if so, the conversion price
                           or prices, any adjustments thereof, and all other
                           terms and conditions upon which such conversion may
                           be made.

                  (i)      Restrictions (in addition to those set forth in
                           Section 6(b) of this Division) on the issuance of
                           shares of the same series or of any other class or
                           series.


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                  The Board of Directors is authorized to adopt from time
                  to time amendments to the Amended Articles of Incorporation
                  fixing, with respect to each such series, the matters
                  described in clauses (a) to (i), inclusive, of this Section 1.

                  Section 2. The holders of Serial Preferred Shares of each
                  series, in preference to the holders of Common Shares and of
                  any other class of shares ranking junior to the Serial
                  Preferred Shares, shall be entitled to receive out of any
                  funds legally available and when and as declared by the Board
                  of Directors, dividends in cash at the rate for such series
                  fixed in accordance with the provisions of Section 1 of this
                  Division B and no more, payable quarterly on the dates fixed
                  for such series. Such dividends shall be cumulative, in the
                  case of shares of each particular series, from and after the
                  date or dates fixed with respect to such series. No dividends
                  may be paid upon or declared or set apart for any of the
                  Serial Preferred Shares for any quarterly dividend period
                  unless at the same time a like proportionate dividend for the
                  same quarterly dividend period, ratably in proportion to the
                  respective annual dividend rates fixed therefor, shall be paid
                  upon or declared or set apart for all Serial Preferred Shares
                  of all series then issued and outstanding and entitled to
                  receive such dividend.

                  Section 3. In no event so long as any Serial Preferred Shares
                  shall be outstanding shall any dividends, except a dividend
                  payable in Common Shares or other shares ranking junior to the
                  Serial Preferred Shares be paid or declared or any
                  distribution be made except as aforesaid on the Common Shares
                  or any other shares ranking junior to the Serial Preferred
                  Shares, nor shall any Common Shares or any other shares
                  ranking junior to the Serial Preferred Shares be purchased,
                  retired or otherwise acquired by the Corporation (except out
                  of the proceeds of the sale of Common Shares or other shares
                  ranking junior to the Serial Preferred Shares received by the
                  Corporation on or subsequent to the date on which the Serial
                  Preferred Shares authorized herein are first issued):

                  (a)      Unless all accrued and unpaid dividends on Serial
                           Preferred Shares, including the full dividends for
                           the current dividend period, shall have been declared
                           and paid or a sum sufficient for payment thereof set
                           apart; and

                  (b)      Unless there shall be no arrearages with respect

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                           to the redemption of Serial Preferred Shares of
                           any series from any sinking fund provided for shares
                           of such series in accordance with the provisions of
                           Section 1 of this Division B.

                  Section 4.

                  (a)      Subject to the express terms of each series and to
                           the provisions of Section 6(b)(iii) of this
                           Division B, the Corporation may from time to time
                           redeem all or any part of the Serial Preferred
                           Shares of any series at the time outstanding (i)
                           at the option of the Board of Directors at the
                           applicable redemption price for such series fixed
                           in accordance with the provisions of Section 1 of
                           this Division B, or (ii) in fulfillment of the
                           requirements of any sinking fund provided for
                           shares of such series at the applicable sinking
                           fund redemption price, fixed in accordance with
                           the provisions of Section 1 of this Division B,
                           together in each case with an amount equal to all
                           dividends accrued and unpaid thereon (whether or
                           not such dividends shall have been earned or
                           declared) to the redemption date.

                  (b)      Notice of every such redemption shall be mailed,
                           postage prepaid to the holders of record of the
                           Serial Preferred Shares to be redeemed at their
                           respective addresses then appearing on the books
                           of the Corporation, not less than 30 days nor more
                           than 60 days prior to the date fixed for such
                           redemption.  At any time before or after notice
                           has been given as above provided, the Corporation
                           may deposit the aggregate redemption price of the
                           Serial Preferred Shares to be redeemed with any
                           bank or trust company in Cleveland, Ohio or New
                           York, New York, having capital and surplus of more
                           than $5,000,000, named in such notice, and direct
                           that such deposited amount be paid to the
                           respective holders of the Serial Preferred Shares
                           so to be redeemed, in amounts equal to the
                           redemption price of all Serial Preferred Shares so
                           to be redeemed, on surrender of the share
                           certificate or certificates held by such holders.
                           Upon the making of such deposit such holders shall
                           cease to be shareholders with respect to such
                           shares, and after such notice shall have been
                           given and such deposit shall have been made such
                           holders shall have no interest in or claim against
                           the Corporation with respect to such shares except
                           only to receive such money from such bank or trust

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                           company without interest or the right to exercise,
                           before the redemption date, any unexpired privileges
                           conversion. In case less than all of the outstanding
                           Serial Preferred Shares are to be redeemed, the
                           Corporation shall select pro rata or by lot the
                           shares so to be redeemed in such manner as shall be
                           prescribed by its Board of Directors.

                           If the holders of Serial Preferred Shares which shall
                           have been called for redemption shall not, within six
                           years after such deposit, claim the amount deposited
                           for the redemption thereof, any such bank or trust
                           company shall, upon demand, pay over to the
                           Corporation such unclaimed amounts and thereupon such
                           bank or trust company and the Corporation shall be
                           relieved of all responsibility in respect thereof and
                           to such holders.

                  (c)      Any Serial Preferred Shares which are redeemed by
                           the Corporation pursuant to the provisions of this
                           Section 4 and any Serial Preferred Shares which
                           are purchased and delivered in satisfaction of any
                           sinking fund requirements provided for shares of
                           such series and any Serial Preferred Shares which
                           are converted in accordance with the express terms
                           thereof shall be cancelled and not reissued.  Any
                           Serial Preferred Shares otherwise acquired by the
                           Corporation shall resume the status of authorized
                           and unissued Serial Preferred Shares without
                           serial designation.

                  Section 5.

                  (a)      The holders of Serial Preferred Shares of any
                           series shall, in case of liquidation, dissolution
                           or winding up of the affairs of the Corporation,
                           be entitled to receive in full out of the assets
                           of the Corporation, including its capital, before
                           any amount shall be paid or distributed among the
                           holders of the Common Shares or any other shares
                           ranking junior to the Serial Preferred Shares, the
                           amounts fixed with respect to shares of such
                           series in accordance with Section I of this
                           Division B, plus an amount equal to all dividends
                           accrued and unpaid thereon (whether or not such
                           dividends shall have been earned or declared) to
                           the date of payment of the amount due pursuant to
                           such liquidation, dissolution or winding up of the
                           affairs of the Corporation.  In case the net
                           assets of the Corporation legally available

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                           therefor are insufficient to permit the payment
                           upon all outstanding Serial Preferred Shares and any
                           shares ranking on a parity therewith of the full
                           preferential amount to which they are respectively
                           entitled, then such net assets shall be distributed
                           ratably upon outstanding Serial Preferred Shares and
                           any shares ranking on a parity therewith in
                           proportion to the full preferential amount to which
                           each such share is entitled.

                           After payment to holders of Serial Preferred Shares
                           of the full preferential amounts as aforesaid,
                           holders of Serial Preferred Shares as such shall have
                           no right or claim to any of the remaining assets of
                           the Corporation.

                  (b)      The merger or consolidation of the Corporation into
                           or with any other corporation, or the merger of any
                           other corporation into it, or the sale, lease or
                           conveyance of all or substantially all the property
                           or business of the Corporation, shall not be deemed
                           to be a dissolution, liquidation or winding up for
                           the purposes of this Section 5.

                  Section 6.

                  (a)      The holders of Serial Preferred Shares shall be
                           entitled to one vote for each share; and, except
                           as otherwise provided herein or required by law,
                           the holders of Serial Preferred Shares and the
                           holders of Common Shares shall vote together as
                           one class on all matters.  No adjustment of the
                           voting rights of holders of Serial Preferred
                           Shares shall be made for an increase or decrease
                           in the number of Common Shares authorized or
                           issued or for share splits or combinations of the
                           Common Shares or for share dividends on any class
                           of shares payable solely in Common Shares.

                           If, and so often as, the Corporation shall be in
                           default in dividends in an amount equivalent to six
                           full quarterly dividends on any series of Serial
                           Preferred Shares at the time outstanding, whether or
                           not earned or declared, the holders of Serial
                           Preferred Shares of all series, voting separately as
                           a class and in addition to all other rights to vote
                           for Directors, shall be entitled to elect, as herein
                           provided, two members of the Board of Directors of
                           the Corporation; provided, however, that the holders
                           of Serial Preferred 

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                           Shares shall not have or exercise such special class
                           voting rights except at meetings of the shareholders
                           for the election of Directors at which the holders of
                           not less than 45% of the outstanding Serial Preferred
                           Shares of all series then outstanding are present in
                           person or by proxy; and provided further that the
                           special class voting rights provided for herein when
                           the same shall have become vested shall remain so
                           vested until all accrued and unpaid dividends on the
                           Serial Preferred Shares of all series then
                           outstanding shall have been paid, whereupon the
                           holders of Serial Preferred Shares shall be divested
                           of their special class voting rights in respect of
                           subsequent elections of Directors, subject to the
                           revesting of such special class voting rights in the
                           event hereinabove specified in this paragraph.

                           In the event of default entitling the holders of
                           Serial Preferred Shares to elect two Directors as
                           above specified, a special meeting of the
                           shareholders for the purpose of electing such
                           Directors shall be called by the Secretary of the
                           Corporation upon written request of, or may be called
                           by, the holders of record of at least 15% of the
                           Serial Preferred Shares of all series at the time
                           outstanding, and notice thereof shall be given in the
                           same manner as that required for the annual meeting
                           of shareholders; provided, however, that the
                           Corporation shall not be required to call such
                           special meeting if the annual meeting of shareholders
                           shall be held within 90 days after the date of
                           receipt of the foregoing written request from the
                           holders of Serial Preferred Shares. At any meeting at
                           which the holders of Serial Preferred Shares shall be
                           entitled to elect Directors, the holders of 45% of
                           the then outstanding Serial Preferred Shares of all
                           series, present in person or by proxy, shall be
                           sufficient to constitute a quorum, and the vote of
                           the holders of a majority of such shares so present
                           at any such meeting at which there shall be such a
                           quorum shall be sufficient to elect the members of
                           the Board of Directors which the holders of Serial
                           Preferred Shares are entitled to elect as hereinabove
                           provided.

                           The two Directors who may be elected by the holders
                           of Serial Preferred Shares pursuant to the foregoing
                           provisions shall be in addition to any 

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                           other Directors then in office or proposed to be
                           elected otherwise than pursuant to such provisions,
                           and nothing in such provisions shall prevent any
                           change otherwise permitted in the total number of
                           Directors of the Corporation or require the
                           resignation of any Director elected otherwise than
                           pursuant to such provisions.

                  (b)      The affirmative vote of the holders of at least a
                           majority of the Serial Preferred Shares at the
                           time outstanding, given in person or by proxy at a
                           meeting called for the purpose at which the
                           holders of Serial Preferred Shares shall vote
                           separately as a class, shall be necessary to
                           effect any one or more of the following (but so
                           far as the holders of Serial Preferred Shares are
                           concerned, such action may be effected with such
                           vote):

                           (i)      Any amendment, alteration or repeal of any
                                    of the provisions of the Amended Articles of
                                    Incorporation or of the Code of Regulations
                                    of the Corporation which affects adversely
                                    the voting powers, rights or preferences of
                                    the holders of Serial Preferred Shares;
                                    provided, however, that, for the purpose of
                                    this clause (i) only, neither the amendment
                                    of the Amended Articles of Incorporation so
                                    as to authorize or create, or to increase
                                    the authorized or outstanding amount of,
                                    Serial Preferred Shares or of any shares of
                                    any class ranking on a parity with or junior
                                    to the Serial Preferred Shares, nor the
                                    amendment of the provisions of the Code of
                                    Regulations so as to increase the number of
                                    Directors of the Corporation, shall be
                                    deemed to affect adversely the voting
                                    powers, rights or preferences of the holders
                                    of Serial Preferred Shares; and provided
                                    further, that if such amendment, alteration
                                    or repeal affects adversely the rights or
                                    preferences of one or more but not all
                                    series of Serial Preferred Shares at the
                                    time outstanding, only the vote of the
                                    holders of at least a majority of the number
                                    of the shares at the time outstanding of the
                                    series so affected shall be required;

                           (ii)     The authorization or creation of, or the 
                                    increase in the authorized amount of, any 
                                    shares of any class, or any security 

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                           convertible into shares of any class, ranking prior
                           to the Serial Preferred Shares;

                     (iii) The purchase or redemption (for sinking fund purposes
                           or otherwise) of less than all of the Serial
                           Preferred Shares then outstanding except in
                           accordance with a share purchase offer made to all
                           holders of record of Serial Preferred Shares, unless
                           all dividends upon all Serial Preferred Shares then
                           outstanding for all previous quarterly dividend
                           periods shall have been declared and paid or funds
                           therefor set apart and all accrued sinking fund
                           obligations applicable thereto shall have been
                           complied with;

                      (iv) The consolidation of the Corporation with or its
                           merger into any other corporation unless the
                           corporation resulting from such consolidation or
                           merger will have after such consolidation or merger
                           no class of shares either authorized or outstanding
                           ranking prior to or on a parity with the Serial
                           Preferred Shares except the same number of shares
                           ranking prior to or on a parity with the Serial
                           Preferred Shares and having the same rights and
                           preferences as the shares of the Corporation
                           authorized and outstanding immediately preceding such
                           consolidation or merger, and each holder of Serial
                           Preferred Shares immediately preceding such
                           consolidation or merger shall receive the same number
                           of shares, with the same rights and preferences, of
                           the resulting corporation; or

                      (v)  The authorization of any shares ranking on a parity 
                           with the Serial Preferred Shares or an increase in 
                           the authorized number of Serial Preferred Shares.

                  Section 7.  For the purpose of this Division B:

                  Whenever reference is made to shares "ranking prior to the
                  Serial Preferred Shares" or "on a parity with the Serial
                  Preferred Shares", such reference shall mean and include all
                  shares of the Corporation in respect of which the rights of
                  the holders thereof as to the payment of dividends or as to
                  distributions in the event of a voluntary or involuntary
                  liquidation, dissolution or winding up of the affairs of the

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                  Corporation are given preference over, or rank on an equality
                  with (as the case may be) the rights of the holders of Serial
                  Preferred Shares; and whenever reference is made to shares
                  "ranking junior to the Serial Preferred Shares", such
                  reference shall mean and include all shares of the Corporation
                  in respect of which the rights of the holders thereof as to
                  the payment of dividends and as to distributions in the event
                  of a voluntary or involuntary liquidation, dissolution or
                  winding up of the affairs of the Corporation are junior and
                  subordinate to the rights of the holders of Serial Preferred
                  Shares.



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