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                           CERTIFICATE OF AMENDMENT
                                    OF THE
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                                BEC GROUP, INC.

              (Under Section 242 of the General Corporation Law)


It is hereby certified that:

                  FIRST:  The name of the corporation is BEC Group, Inc. 
(the "Corporation").

                  SECOND: The Restated Certificate of Incorporation of the
Corporation is hereby amended by striking out Article First thereof and by
substituting in lieu of said Article First the following new Article First:

         "The name of the Corporation (hereinafter referred to as the 
"Corporation") is:

                           LUMEN TECHNOLOGIES, INC."

                  THIRD: The Restated Certificate of Incorporation of the
Corporation is hereby further amended by striking out Article Fourth thereof
and by substituting in lieu of said Article Fourth the following new Article
Fourth:

                           "The total number of shares of stock which the
                           Corporation shall have authority to issue is
                           50,000,000 shares of common stock, having a par
                           value of $.01 per share and 500,000 shares of
                           preferred stock having a par value of $1.00 per
                           share. There is hereby expressly vested in the
                           Board of Directors the authority to fix in the
                           resolution or resolutions providing for the issue
                           of each series of such preferred stock, the voting
                           power and the designations, preferences and
                           relative, participating, operational or other
                           rights of each such series, and the qualifications,
                           limitations or restrictions thereof. Shares of
                           preferred stock may be issued from time to time in
                           one or more series as may from time to time be
                           determined by the Board of Directors, each such
                           series to be distinctly designated.

                           At the Effective Time (as hereinafter defined) this
                           Certificate of Amendment, each two shares of common
                           stock, par value $.01 per share, issued and
                           outstanding immediately prior to the Effective Time
                           (the "Old Common Stock") shall automatically be
                           reclassified and continued, without any action on
                           the part of the holder thereof, as one share of
                           common stock, par value $.01 per share (the "New
                           Common Stock") and, in lieu of any interest of a
                           fraction of a share of New



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                           Common Stock, each holder whose aggregate holdings
                           of Old Common Stock prior to the Effective Time
                           amounted to a number of shares not evenly divisible
                           by two, shall be entitled to receive for and in lieu
                           of such interest in such fraction of Old Common
                           Stock ("Share"), at the Effective Time, and upon the
                           surrender of the stock certificates formerly
                           representing shares of Old Common Stock, an amount
                           in cash equal to the closing price on The New York
                           Stock Exchange for a share of Old Common Stock on
                           the trading day prior to the Effective Time
                           multiplied by one."

                  FOURTH: The foregoing amendments of the Restated Certificates
of Incorporation of the Corporation herein certified have been duly adopted in
accordance with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.

                  FIFTH: The effective time (the "Effective Time") of this
Certificate of Amendment of the Restated Certificate of Incorporation shall be
4:30 p.m. Delaware local time on March 11, 1998.

                  IN WITNESS WHEREOF, this document has been executed by Martin
E. Franklin, its Chairman of the Board and Chief Executive Officer, on the date
set forth below.


Date: March 11, 1998


                                            /s/ Martin E. Franklin
                                            ----------------------------------
                                            Martin E. Franklin
                                            Chairman of the Board and
                                              Chief Executive Officer of
                                              BEC Group, Inc.