CERTIFICATE OF AMENDMENT
                                       TO THE
                    SECOND RESTATED CERTIFICATE OF INCORPORATION
                                         OF
                               AM INTERNATIONAL, INC.



          The undersigned, Thomas D. Rooney and Steven R. Andrews, do
          hereby certify that they are the President and Chief Executive
          Officer and Secretary, respectively, of AM International, Inc., a
          corporation organized and existing under and by virtue of the
          General Corporation Law of the State of Delaware (the
          "Corporation"), and they do further certify:

          1.   That the Board of Directors of the Corporation, by a
          unanimous vote at a meeting duly called and held on May 1, 1997,
          adopted a resolution declaring advisable and approving amendments
          to the Second Restated Certificate of Incorporation of the
          Corporation, as amended, a copy of such amendments is attached
          hereto as Exhibit A.

          2.   Such amendments were duly approved and adopted on May 28,
          1997 by the requisite vote of the stockholders of the corporation
          in accordance with the applicable provisions of Section 242 of
          the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, AM International, Inc. has caused this
          Certificate of Amendment to be signed by Thomas D. Rooney, its
          duly authorized President and Chief Executive Officer, and
          attested to by Steven R. Andrews, its duly authorized Secretary,
          this 28th day of May 1997.


                                             AM INTERNATIONAL, INC.


                                        By:   /s/ Thomas D. Rooney
                                             Name: Thomas D.Rooney
                                             Title:Chief Executive Officer

          ATTEST:

          By:  /s/ Steven R. Andrews
               Name:          Steven R. Andrews
               Title:    Secretary

                                      Exhibit A

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

          ``           The name of the corporation is MULTIGRAPHICS, INC.''

          2.   Article Fourth of the Second Restated Certificate of
          Incorporation is amended to read in its entirety as follows:

          The total number of shares of all classes of capital stock which
          the Company shall have the authority to issue is ten million
          (10,000,000) shares, of which nine million five hundred thousand
          (9,500,000) shares shall be shares of Common Stock of the par
          value of $0.025 per share (the ``Common Stock'') and five hundred
          thousand (500,000) shares shall be shares of Preferred Stock of
          the par value of $0.01 per share (the ``Preferred Stock'').
          Every share of Common Stock of the Corporation issued as of the
          date and time that this Amendment becomes effective (including
          any shares held by the Corporation as treasury shares) shall
          automatically be converted into two-fifths of a validly issued,
          fully paid and nonassessable share of Common Stock and each share
          of Common Stock into which shares are converted shall have a par
          value of $.025. Upon the effectiveness of this Amendment, each
          certificate representing one or more shares of Common Stock
          immediately prior to such effectiveness shall represent a number
          of shares of Common Stock (subject to the treatment of fractional
          share interests as described below) equal to the shares evidenced
          thereby prior to such effectiveness multiplied by two-fifths.
          Holders of certificates representing shares of Common Stock
          immediately prior to such effectiveness shall be entitled to
          receive, upon delivery of such certificates to the Corporation or
          to its agent a certificate or certificates representing the
          number of shares of Common Stock (subject to the treatment of
          fractional share interests as described below) previously
          evidenced by the certificates so tendered multiplied by two-
          fifths.  No fractional shares of Common Stock shall be issued.
          In lieu of any fractional shares to which the holder would
          otherwise be entitled, the Corporation shall pay cash (without
          interest) equal to the product of such fraction (determined based
          on the aggregate number of shares held by such holder) multiplied
          by the average of the closing sale price of a share of Common
          Stock as reported on the American Stock Exchange on the effective
          date hereof and rounding the result to the nearest $.01.

          All shares to be issued must be voting securities and, as to all
          classes of such voting securities, voting power shall be
          appropriately distributed among such classes by the Board of
          Directors of the Company on a proportional one vote per share
          basis.  With respect to any class of securities having a
          preference superior to another class of securities with respect
          to dividends or other rights, such superior class of securities
          must contain adequate provision for the election of directors
          representing such preferred class of securities in the event of
          failure to pay such dividends.  No stockholder shall have any
          preemptive right to purchase or subscribe for any or all
          additional issues of stock with the Company or any or all classes
          or series thereof, whether now or hereafter authorized, or for
          any securities of the Company convertible into such stock.
                                                                    
          Subject to the limitations prescribed by law and the provisions
          of this Article Fourth, any number of series of Preferred Stock
          may be issued from time to time with such voting powers and in
          such series and in such amounts, with such designations, dividend
          rates, dividend rights, redemption rights, conversion rights,
          rights upon dissolution or liquidation, other preferences and
          relative, participating, optional or other special rights and
          qualifications, limitations or restrictions thereof, as shall for
          each series thereof be fixed by resolution of the Board of
          Directors adopted prior to the time shares of any such series are
          first issued.  The Board of Directors is hereby expressly granted
          the authority to fix any one or more of such matters by
          resolution so adopted and to cause a Certificate of Designations
          to be filed reflecting the terms thereof.