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                                                                     EXHIBIT 3.6



                            LESLIE'S POOLMART, INC.

                       CERTIFICATE OF AMENDMENT OF THE 

                          CERTIFICATE OF DESIGNATION


     Leslie's Poolmart, Inc., a corporation duly organized and existing under
the laws of the State of Delaware (hereinafter the "Company"), does hereby
certify that:

I.  The amendment to the Company's Certificate of Designation set forth below 
was duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware and has been consented to in writing by
the stockholders, and written notice has been given, in accordance with Section 
228 of the General Corporation Law of the State of Delaware.

II. The Certificate of Designation, Preferences, and Rights of Exchangeable 
Cumulative Redeemable Preferred Stock, Series A (the "Certificate") was adopted 
as of June 11, 1997 as an amendment to the Company's Certificate of 
Incorporation, and the Certificate is hereby amended as follows:

        A. On page 2 of the Certificate, the first two sentences of Section (c) 
Dividends, subsection (i), are amended to read in their entirety as follows:
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Beginning on the Issue Date, each Holder shall be entitled to receive, when, as 
and if declared by the Board of Directors, out of funds legally available 
therefor, distributions in the form of dividends on each whole or fractional 
share of Series A Preferred Stock, at a rate per annum equal to ten and 
seven-eighths percent (10 7/8%) of the Liquidation Preference per share of the 
Series A Preferred Stock. Such dividends shall be payable in cash, quarterly in 
arrears, on each Dividend Payment Date, commencing on the first Dividend Payment
Date after the Issue Date; provided, however, if any dividend payable on any 
Dividend Payment Date on or before the fifth anniversary of the Initial 
Preferred Stock Issue Date is not declared and paid in full in cash on such 
Dividend Payment Date, the amount payable as dividends on such Dividend Payment 
Date that is not paid in cash on such Dividend Payment Date shall be paid by the
Company by the issuance of additional fully paid and non-assessable shares 
(including fractional shares, if applicable, or, at the Company's option, cash 
in lieu of such fractional shares) of Series A Preferred Stock having an 
aggregate Liquidation Preference equal to the amount of such dividends (rounded 
to the nearest whole cent). The Issue Date of such stock dividend shall be the 
Stock Dividend Payment Date of even date with (if applicable), or next 
following, the Dividend Payment Date. All dividends with respect to each whole 
or fractional share of

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Series A Preferred Stock shall be cumulative, whether or not earned or 
declared, on a daily basis from the Issue Date with respect to such whole or 
fractional share.

        B.  Section (k) Definitions shall be amended as follows:
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The following definitions is hereby inserted on page 20 between the definition 
of "Special Voting Rights Date" and "Stockholders Agreement."

"Stock Dividend Payment Date" means August 1, and February 1.

     IN WITNESS WHEREOF, Leslie's Poolmart, Inc. has caused this Certificate to
be executed by its Chief Financial Officer this 15th day of September, 1998.

                                               LESLIE'S POOLMART, INC.

                                               By: /s/ Robert D. Olson 
                                                  ----------------------------
                                                   Robert D. Olson,
                                                   Chief Financial Officer