EXHIBIT 3.1B


                            CERTIFICATE OF AMENDMENT

                                     TO THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                       INNOVATIVE VALVE TECHNOLOGIES, INC.

            Innovative Valve Technologies, Inc. (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), hereby adopts this
Certificate of Amendment (this "Certificate of Amendment"), which amends its
Certificate of Incorporation (the "Certificate of Incorporation"), as described
below, and does hereby further certify that:

1. The name of the Corporation is Innovative Valve Technologies, Inc.

1. The Board of Directors of the Corporation duly adopted resolutions proposing
and declaring advisable the amendments to the Certificate of Incorporation this
Certificate of Amendment is effecting, and the Corporation's stockholders have
duly adopted those amendments, all in accordance with the provisions of Sections
242 and 228 of the DGCL.

1. This Certificate of Amendment amends the Certificate of Incorporation so as
to reclassify the shares of Common Stock, par value $.001 per share, of the
Corporation (the "Common Stock") which are issued and outstanding immediately
prior to the date this Certificate of Amendment is filed with the Secretary of
State of the State of Delaware (the "Old Shares") by combining the 357,114 Old
Shares into a total of 242,839 new shares of Common Stock having a par value of
$.001 per share (the "New Shares"), which combination represents a 0.68-for-1.00
reverse stock split of the Old Shares.

1. The Certificate of Incorporation is hereby amended by deleting Article Fourth
thereof and replacing in lieu thereof a new Article Fourth reading in its
entirety as follows:

            FOURTH: The aggregate number of shares of capital stock which the
      Corporation shall have authority to issue is Thirty-Five Million
      (35,000,000), divided into Thirty Million (30,000,000) shares of common
      stock, par value $0.001 per share ("Common Stock"), and Five Million
      (5,000,000) shares of preferred stock, par value $0.001 per share
      ("Preferred Stock"). Shares of any class of capital stock of the
      Corporation may be issued for such consideration and for such corporate
      purposes as the

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      Board of Directors of the Corporation (the "Board of Directors") may from
      time to time determine. Each share of Common Stock shall be entitled to
      one vote.

            The Preferred Stock may be divided into and issued from time to time
      in one or more series as may be fixed and determined by the Board of
      Directors. The relative rights and preferences of the Preferred Stock of
      each series shall be such as shall be stated in any resolution or
      resolutions adopted by the Board of Directors setting forth the
      designation of the series and fixing and determining the relative rights
      and preferences thereof, any such resolution or resolutions being herein
      called a "Directors' Resolution." The Board of Directors is hereby
      authorized to fix and determine the powers, designations, preferences, and
      relative, participating, optional or other rights (including, without
      limitation, voting powers, full or limited, preferential rights to receive
      dividends or assets upon liquidation, rights of conversion or exchange
      into Common Stock, Preferred Stock of any series or other securities, any
      right of the Corporation to exchange or convert shares into Common Stock,
      Preferred Stock of any series or other securities, or redemption
      provisions or sinking fund provisions) as between series and as between
      the Preferred Stock or any series thereof and the Common Stock, and the
      qualifications, limitations or restrictions thereof, if any, all as shall
      be stated in a Directors' Resolution, and the shares of Preferred Stock or
      any series thereof may have full or limited voting powers, or be without
      voting powers, all as shall be stated in a Directors' Resolution.

            No stockholder shall, by reason of the holding of shares of any
      class or series of capital stock of the Corporation, have a preemptive or
      preferential right to acquire or subscribe for any shares or securities of
      any class, whether now or hereafter authorized, which may at any time be
      issued, sold or offered for sale by the Corporation, unless specifically
      provided for in a Directors' Resolution with respect to a series of
      Preferred Stock.

            Cumulative voting of shares of any class or series of capital stock
      having voting rights is prohibited unless specifically provided for in a
      Directors' Resolution with respect to a series of Preferred Stock.

            This Certificate of Amendment amends the Certificate of
      Incorporation so as to reclassify the shares of Common Stock having a par
      value of $.001 per share which are issued and outstanding immediately
      prior to the date this Certificate of Amendment is filed with the
      Secretary of State of the State of Delaware (the "Old Shares") by
      combining the 357,114 Old Shares into a total of 242,839 new shares of
      Common Stock having a par value of $.001 per share (the "New Shares"),
      which combination represents a 0.68-for-1.00 reverse stock split of the
      Old Shares.

            This Certificate of Amendment will become effective on the date it
      is filed with the Secretary of State of the State of Delaware (the
      "Effective Date"). On the Effective Date, each Old Share will,
      automatically and without any action on the part of the Corporation or the
      holder thereof, be reclassified as a 0.68 fraction of a New Share, and
      each holder of a certificate or certificates that immediately prior to the
      Effective Date 

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      represented Old Shares (each, an "Old Certificate") will be entitled to
      receive, on the surrender of that holder's Old Certificate or Old
      Certificates to the Secretary of the Corporation for cancellation, a
      certificate or certificates (the "New Certificates," whether one or more)
      representing in the aggregate that number of whole duly authorized,
      validly issued, fully paid and nonassessable New Shares into which the Old
      Shares formerly represented by that Old Certificate or Old Certificates so
      surrendered have been reclassified by this Certificate of Amendment. From
      and after the Effective Date, Old Certificates will represent only the
      right to receive New Certificates pursuant to the provisions hereof. The
      Corporation will not issue fractional New Shares or take any of the
      actions specified in clauses (1), (2) and (3) of the second sentence of
      Section 155 of the DGCL, and each holder of record of Old Shares will be
      entitled to receive, on the surrender of all the Old Certificates formerly
      representing the Old Shares so held, New Certificates representing in the
      aggregate such number of New Shares, rounded upward to the nearest whole
      share, as shall equal the product obtained from multiplying that aggregate
      number of Old Shares so held by 0.68. If the Secretary of the Corporation
      determines that a holder of Old Certificates has not surrendered all his
      Old Certificates, the Secretary of the Corporation will carry forward any
      fractional share until all Old Certificates of that holder have been
      surrendered so that not more than one New Share will be issued to any
      holder in respect of fractional interests; provided, however, that if Old
      Shares are held of record by a voting trustee pursuant to a voting trust,
      the Secretary of the Corporation will treat each holder of a voting trust
      certificate issued by that voting trustee as a holder of an Old
      Certificate representing the New Shares into which the Old Shares formerly
      represented by that voting trust certificate have been reclassified, and
      will take into account any Old Certificates held by that holder which are
      not subject to that voting trust, in determining the number of New Shares
      to be issued to that voting trustee. If any New Certificate is to be
      issued in a name other than that in which the Old Certificates surrendered
      therefor are issued, the Old Certificates so surrendered must be properly
      endorsed and otherwise in proper form for transfer, and the person or
      persons requesting that transfer must affix any requisite stock transfer
      tax stamps to the Old Certificates surrendered, or provide funds for their
      purchase, or establish to the satisfaction of the Secretary of the
      Corporation that those taxes are not payable. From and after the Effective
      Date, the total amount of capital represented by the New Shares into which
      the Old Shares are reclassified under the terms hereof will be the same as
      the amount of capital represented by the Old Shares so reclassified, until
      thereafter reduced or increased in accordance with applicable law.

            On the Effective Date, any Old Shares held in the treasury of the
      Corporation immediately prior to the filing of this Certificate of
      Amendment with the Secretary of State of the State of Delaware, and all
      rights in respect thereof, will, automatically and without any action on
      the part of the Corporation, be canceled.

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            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be executed on its behalf this 20th day of October, 1997.


                                    INNOVATIVE VALVE TECHNOLOGIES, INC.

                                    By: /s/ CHARLES F. SCHUGART
                                            Charles F. Schugart
                                            Chief Financial Officer

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                           CERTIFICATE OF DESIGNATIONS

                                       OF

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                       INNOVATIVE VALVE TECHNOLOGIES, INC.

             PURSUANT TO SECTION 151 OF THE GENERAL CORPORATION LAW
                            OF THE STATE OF DELAWARE

            INNOVATIVE VALVE TECHNOLOGIES, INC., a corporation organized and
existing under the General Corporation Law of the State of Delaware, in
accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

            That pursuant to the authority vested in the Board of Directors in
accordance with the provisions of the Certificate of Incorporation of the said
Corporation, the said Board of Directors on September 18, 1997 adopted the
following resolution creating a series of 300,000 shares of Preferred Stock
designated as "Series A Junior Participating Preferred Stock":

            RESOLVED, that pursuant to the authority vested in the Board of
      Directors of this Corporation in accordance with the provisions of the
      Certificate of Incorporation, a series of Preferred Stock, par value $.001
      per share, of the Corporation be and hereby is created, and that the
      designation and number of shares thereof and the voting and other powers,
      preferences and relative, participating, optional or other rights of the
      shares of such series and the qualifications, limitations and restrictions
      thereof are as follows:

                SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

            1. DESIGNATION AND AMOUNT. There shall be a series of Preferred
Stock that shall be designated as "Series A Junior Participating Preferred
Stock," and the number of shares constituting such series shall be 300,000. Such
number of shares may be increased or decreased by resolution of the Board of
Directors; provided, however, that no decrease shall reduce the number of shares
of Series A Junior Participating Preferred Stock to less than the number of
shares then issued and outstanding plus the number of shares issuable upon
exercise of outstanding rights, options or warrants or upon conversion of
outstanding securities issued by the Corporation.

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                        2.    DIVIDENDS AND DISTRIBUTIONS.

            (A) Subject to the prior and superior rights of the holders of any
shares of any series of Preferred Stock ranking prior and superior to the shares
of Series A Junior Participating Preferred Stock with respect to dividends, the
holders of shares of Series A Junior Participating Preferred Stock, in
preference to the holders of shares of any class or series of stock of the
Corporation ranking junior to the Series A Junior Participating Preferred Stock,
shall be entitled to receive, when, as and if declared by the Board of Directors
out of funds legally available for the purpose, quarterly dividends payable in
cash on the first day of March, June, September and December in each year (each
such date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $10 or (b) the Adjustment Number (as defined below) times the aggregate
per share amount of all cash dividends, and the Adjustment Number times the
aggregate per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock, par value $.001 per share, of the
Corporation (the "Common Stock") since the immediately preceding Quarterly
Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment
Date, since the first issuance of any share or fraction of a share of Series A
Junior Participating Preferred Stock. The "Adjustment Number" shall initially be
100. In the event the Corporation shall at any time after September 18, 1997
(the "Rights Declaration Date") (i) declare any dividend on Common Stock payable
in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each such case the Adjustment Number in effect immediately prior to such event
shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

            (B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock); provided that, in the
event no dividend or distribution shall have been declared on the Common Stock
during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $10 per share on the
Series A Junior Participating Preferred Stock shall nevertheless be payable on
such subsequent Quarterly Dividend Payment Date.

            (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear
interest. Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated 

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pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the determination
of holders of shares of Series A Junior Participating Preferred Stock entitled
to receive payment of a dividend or distribution declared thereon, which record
date shall be no more than 30 days prior to the date fixed for the payment
thereof.

            3. VOTING RIGHTS. The holders of shares of Series A Junior
Participating Preferred Stock shall have the following voting rights:

            (A) Each share of Series A Junior Participating Preferred Stock
shall entitle the holder thereof to a number of votes equal to the Adjustment
Number on all matters submitted to a vote of the stockholders of the
Corporation.

            (B) Except as otherwise provided herein, in the Certificate of
Incorporation or by law, the holders of shares of Series A Junior Participating
Preferred Stock, the holders of shares of any other class or series entitled to
vote with the Common Stock and the holders of shares of Common Stock shall vote
together as one class on all matters submitted to a vote of stockholders of the
Corporation.

            (C)(i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") that shall extend until such time
when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series A
Junior Participating Preferred Stock then outstanding shall have been declared
and paid or set apart for payment. During each default period, (1) the number of
Directors shall be increased by two, effective as of the time of election of
such Directors as herein provided, and (2) the holders of Preferred Stock
(including holders of the Series A Junior Participating Preferred Stock) upon
which these or like voting rights have been conferred and are exercisable (the
"Voting Preferred Stock") with dividends in arrears in an amount equal to six
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect such two Directors.

            (ii) During any default period, such voting right of the holders of
Series A Junior Participating Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at
any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that such voting right shall not be exercised unless the
holders of at least one-third in number of the shares of Voting Preferred Stock
outstanding shall be present in person or by proxy. The absence of a quorum of
the holders of Common Stock shall not affect the exercise by the holders of
Voting Preferred Stock of such voting right.

            (iii) Unless the holders of Voting Preferred Stock shall, during an
existing default period, have previously exercised their right to elect
Directors, the Board of Directors may order, or any stockholder or stockholders
owning in the aggregate not less than ten percent of the total number of shares
of Voting Preferred Stock outstanding, irrespective of series, may request, the
calling of a special meeting of the holders of Voting Preferred Stock, which
meeting shall thereupon be called by the Chairman of the Board, the President, a
Vice President or the Secretary of the Corporation. Notice of such meeting and
of any annual meeting at which holders of Voting Preferred Stock are entitled to
vote pursuant to this paragraph (C)(iii) shall be given to each holder of record
of Voting Preferred Stock by mailing a copy of such notice to him at his last
address as the same appears on the books of the Corporation. Such meeting shall
be called for a time not earlier than 20 days and not later than 60 days after
such order or request or, 

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<PAGE>
in default of the calling of such meeting within 60 days after such order or
request; such meeting may be called on similar notice by any stockholder or
stockholders owning in the aggregate not less than ten percent of the total
number of shares of Voting Preferred Stock outstanding. Notwithstanding the
provisions of this paragraph (C)(iii), no such special meeting shall be called
during the period within 60 days immediately preceding the date fixed for the
next annual meeting of the stockholders.

            (iv) In any default period, after the holders of Voting Preferred
Stock shall have exercised their right to elect Directors voting as a class, (x)
the Directors so elected by the holders of Voting Preferred Stock shall continue
in office until their successors shall have been elected by such holders or
until the expiration of the default period, and (y) any vacancy in the Board of
Directors may be filled by vote of a majority of the remaining Directors
theretofore elected by the holders of the class or classes of stock which
elected the Director whose office shall have become vacant. References in this
paragraph (C) to Directors elected by the holders of a particular class or
classes of stock shall include Directors elected by such Directors to fill
vacancies as provided in clause (y) of the foregoing sentence

            (v) Immediately upon the expiration of a default period, (x) the
right of the holders of Voting Preferred Stock as a class to elect Directors
shall cease, (y) the term of any Directors elected by the holders of Voting
Preferred Stock as a class shall terminate and (z) the number of Directors shall
be such number as may be provided for in the Certificate of Incorporation or
By-Laws irrespective of any increase made pursuant to the provisions of
paragraph (C) of this Section 3 (such number being subject, however, to change
thereafter in any manner provided by law or in the Certificate of Incorporation
or By-Laws). Any vacancies in the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence may be filled by a majority of
the remaining Directors.

            (D) Except as set forth herein, holders of Series A Junior
Participating Preferred Stock shall have no special voting rights and their
consent shall not be required (except to the extent they are entitled to vote
with holders of Common Stock as set forth herein) for taking any corporate
action.

            4.    CERTAIN RESTRICTIONS.

            (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not

                  (i) declare or pay dividends on, make any other distributions
      on, or redeem or purchase or otherwise acquire for consideration any
      shares of stock ranking junior (either as to dividends or upon
      liquidation, dissolution or winding up) to the Series A Junior
      Participating Preferred Stock;

                  (ii) declare or pay dividends on or make any other
      distributions on any shares of stock ranking on a parity (either as to
      dividends or upon liquidation, dissolution or winding up) with the Series
      A Junior Participating Preferred Stock, except dividends paid ratably on
      the Series A Junior Participating Preferred Stock and all such parity
      stock on which dividends are payable or in arrears in proportion to the
      total amounts to which the holders of all such shares are then entitled;
      or

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<PAGE>
                  (iii) redeem or purchase or otherwise acquire for
      consideration any shares of Series A Junior Participating Preferred Stock,
      or any shares of stock ranking on a parity with the Series A Junior
      Participating Preferred Stock, except in accordance with a purchase offer
      made in writing or by publication (as determined by the Board of
      Directors) to all holders of Series A Junior Participating Preferred
      Stock, or to all such holders and the holders of any such shares ranking
      on a parity therewith, upon such terms as the Board of Directors, after
      consideration of the respective annual dividend rates and other relative
      rights and preferences of the respective series and classes, shall
      determine in good faith will result in fair and equitable treatment among
      the respective series or classes.

            (B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.

            5. REACQUIRED SHARES. Any shares of Series A Junior Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to any conditions and restrictions on issuance set forth
herein.
            6. LIQUIDATION, DISSOLUTION OR WINDING UP. (A) Upon any liquidation
(voluntary or otherwise), dissolution or winding up of the Corporation, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the holders
of shares of Series A Junior Participating Preferred Stock shall have received
$100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment (the
"Series A Liquidation Preference"). Following the payment of the full amount of
the Series A Liquidation Preference, no additional distributions shall be made
to the holders of shares of Series A Junior Participating Preferred Stock
unless, prior thereto, the holders of shares of Common Stock shall have received
an amount per share (the "Common Adjustment") equal to the quotient obtained by
dividing (i) the Series A Liquidation Preference by (ii) the Adjustment Number.
Following the payment of the full amount of the Series A Liquidation Preference
and the Common Adjustment in respect of all outstanding shares of Series A
Junior Participating Preferred Stock and Common Stock, respectively, holders of
Series A Junior Participating Preferred Stock and holders of shares of Common
Stock shall, subject to the prior rights of all other series of Preferred Stock,
if any, ranking prior thereto, receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number to
1 with respect to such Series A Junior Participating Preferred Stock and Common
Stock, on a per share basis, respectively.

            (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any, that
rank on a parity with the Series A Junior Participating Preferred Stock, then
such remaining assets shall be distributed ratably to the holders of such parity
shares in proportion to their respective liquidation preferences. In the event,
however, that there are not sufficient assets available to permit payment in
full of the Common Adjustment, then such remaining assets shall be distributed
ratably to the holders of Common Stock.

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            (C) Neither the merger or consolidation of the Corporation into or
with another corporation nor the merger or consolidation of any other
corporation into or with the Corporation shall be deemed to be a liquidation,
dissolution or winding up of the Corporation within the meaning of this Section
6, but the sale, lease or conveyance of all or substantially all the
Corporation's assets shall be deemed to be a liquidation, dissolution or winding
up of the Corporation within the meaning of this Section 6.

            7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case each share of
Series A Junior Participating Preferred Stock shall at the same time be
similarly exchanged or changed in an amount per share equal to the Adjustment
Number times the aggregate amount of stock, securities, cash and/or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is changed or exchanged.

            8. REDEMPTION. (A) The Corporation, at its option, may redeem shares
of the Series A Junior Participating Preferred Stock in whole at any time and in
part from time to time, at a redemption price equal to the Adjustment Number
times the current per share market price (as such term is hereinafter defined)
of the Common Stock on the date of the mailing of the notice of redemption,
together with unpaid accumulated dividends to the date of such redemption. The
"current per share market price" on any date shall be deemed to be the average
of the closing price per share of such Common Stock for the ten consecutive
Trading Days (as such term is hereinafter defined) immediately prior to such
date; PROVIDED, however, that in the event that the current per share market
price of the Common Stock is determined during a period following the
announcement of (A) a dividend or distribution on the Common Stock other than a
regular quarterly cash dividend or (B) any subdivision, combination or
reclassification of such Common Stock and the ex-dividend date for such dividend
or distribution, or the record date for such subdivision, combination or
reclassification, shall not have occurred prior to the commencement of such ten
Trading Day period, then, and in each such case, the current per share market
price shall be properly adjusted to take into account ex-dividend trading. The
closing price for each day shall be the last sales price, regular way, or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange, or, if the Common Stock is not listed or
admitted to trading on the New York Stock Exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading,
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange but sales price information is reported for such security,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or such other self-regulatory organization or
registered securities information processor (as such terms are used under the
Securities Exchange Act of 1934, as amended) that then reports information
concerning the Common Stock, or, if sales price information is not so reported,
the average of the high bid and low asked prices in the over-the-counter market
on such day, as reported by NASDAQ or such other entity, or, if on any such date
the Common Stock is not quoted by any such entity, the average of the closing
bid and asked prices as furnished by a professional market maker making a market
in the Common Stock selected by the Board of Directors of the Corporation. If on
any such

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date no such market maker is making a market in the Common Stock, the fair value
of the Common Stock on such date as determined in good faith by the Board of
Directors of the Corporation shall be used. The term "Trading Day" shall mean a
day on which the principal national securities exchange on which the Common
Stock is listed or admitted to trading is open for the transaction of business,
or, if the Common Stock is not listed or admitted to trading on any national
securities exchange but is quoted by NASDAQ, a day on which NASDAQ reports
trades, or, if the Common Stock is not so quoted, a Monday, Tuesday, Wednesday,
Thursday or Friday on which banking institutions in the State of New York are
not authorized or obligated by law or executive order to close.

            (B) In the event that fewer than all the outstanding shares of the
Series A Junior Participating Preferred Stock are to be redeemed, the number of
shares to be redeemed shall be determined by the Board of Directors and the
shares to be redeemed shall be determined by lot or pro rata as may be
determined by the Board of Directors or by any other method that may be
determined by the Board of Directors in its sole discretion to be equitable.

            (C) Notice of any such redemption shall be given by mailing to the
holders of the shares of Series A Junior Participating Preferred Stock to be
redeemed a notice of such redemption, first class postage prepaid, not later
than the fifteenth day and not earlier than the sixtieth before the date fixed
for redemption, at their last address as the same shall appear upon the books of
the Corporation. Each such notice shall state: (i) the redemption date; (ii) the
number of shares to be redeemed and if fewer than all the shares held by such
holder are to be redeemed, the number of such shares to be redeemed from such
holder, (iii) the redemption price; (iv) the place or places where certificates
for such shares are to be surrendered for payment of the redemption price; and
(v) that dividends on the shares to be redeemed will cease to accrue on the
close of business on such redemption date. Any notice that is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the stockholder received such notice, and failure duly to give
such notice by mail, or any defect in such notice, to any holder of Series A
Junior Participating Preferred Stock shall not affect the validity of the
proceedings for the redemption of any other shares of Series A Junior
Participating Preferred Stock that are to be redeemed. On or after the date
fixed for redemption as stated in such notice, each holder of the shares called
for redemption shall surrender the certificate evidencing such shares to the
Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the redemption price. If fewer than all the
shares represented by any such surrendered certificate are redeemed, a new
certificate shall be issued representing the unredeemed shares.

            (D) The shares of Series A Junior Participating Preferred Stock
shall not be subject to the operation of any purchase, retirement or sinking
fund.

            9. RANKING. The Series A Junior Participating Preferred Stock shall
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise, and shall rank senior to the Common Stock
as to such matters.

            10. AMENDMENT. At any time that any shares of Series A Junior
Participating Preferred Stock are outstanding, the Certificate of Incorporation
of the Corporation shall not be amended in any manner which would materially
alter or change the powers, preferences or special rights of the Series A Junior
Participating Preferred Stock so as to affect them adversely without the
affirmative vote of the holders of two-thirds or more of the outstanding shares
of Series A Junior Participating Preferred Stock, voting separately as a class.

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<PAGE>
            11. FRACTIONAL SHARES. Series A Junior Participating Preferred Stock
may be issued in fractions of a share that shall entitle the holder, in
proportion to such holder's fractional shares, to exercise voting rights,
receive dividends, participate in distributions and to have the benefit of all
other rights of holders of Series A Junior Participating Preferred Stock.

            IN WITNESS WHEREOF, the undersigned has executed this Certificate
and does affirm the foregoing as true this 22nd day of October, 1997.


                             /s/ CHARLES F. SCHUGART
                                 Charles F. Schugart
                                 Chief Financial Officer, Senior Vice President
                                 Corporate Development, Treasurer and Secretary


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