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                                                                EXHIBIT 3.2


                           CERTIFICATE OF AMENDMENT
                           ------------------------

                      TO THE CERTIFICATE OF INCORPORATION
                      -----------------------------------

                       OF SKYLANDS PARK MANAGEMENT, INC.
                       ---------------------------------

TO:  The Secretary of State
     State of New Jersey

     Pursuant to the provisions of Section 14A:9-2(4), Corporations, General of
the New Jersey Statutes, the undersigned corporation executes the following
Certificate of Amendment to its Certificate of Incorporation:

     1. The name of the corporation is Skylands Park Management, Inc.

     2. The following amendments to the Certificate of Incorporation were
approved by the directors of the corporation on August 6, 1993 and thereafter
duly adopted by the shareholders of the corporation on August 9, 1993:

     RESOLVED: That, subject to obtaining requisite approval of shareholders of
     the Corporation as and to the extent required by New Jersey law, there is
     hereby declared a 1-for-1.4 reverse stock split in respect of the
     Corporation's common stock, to become effective upon the filing of the
     certificate of amendment in respect thereof, pursuant to which, on such
     effective date, (a) each outstanding share of the Corporation's common
     stock, and each share reserved for issuance pursuant to outstanding option
     plans, options, warrants and other rights to subscribe for, purchase and/or
     receive shares of the Corporation's common stock, shall automatically be
     converted into 1/1.4 of a share of common stock, with any fractional shares
     held by any shareholder or issuable under any instrument as a result
     thereof to be rounded up to the nearest whole share in the case of
     fractional shares of .50 or greater, and to be eliminated and converted
     into the right to receive $2.50 times the fractional share interest in the
     case of fractional shares of less than .50 (without requirement of any
     payment by the subject shareholder or instrument holder), and (b) after
     giving effect to such reverse stock split, the authorized common stock of
     the Corporation shall remain 10,000,000 shares without par value (thereby
     causing the reverse stock split to have the effect of causing the
     percentage of authorized shares that remains unissued after the reverse
     stock split to
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     exceed the percentage of authorized shares that was unissued prior to the
     reverse stock split).

     3. The number of shares outstanding at the time of adoption of the
amendments was 1,370,000 shares of common stock without par value. The total
number of shares entitled to vote thereon was 1,370,000.

     4. The amendments were adopted by the written consent of the holders of
733,500 shares (constituting a majority of the issued and outstanding shares of
the common stock of the corporation) on August 9, 1993 (with no shares
dissenting therefrom) ; and, in accordance with Section 14A:5-6(2),
Corporations, General of the New Jersey Statutes, written notice of the adoption
of such amendments was given to all non-consenting shareholders on August 9,
1993, wherein there was specified a proposed effective date for these amendments
of August 20, 1993 (or as soon thereafter as this Certificate of Amendment was
filed). No shareholder consents have been revoked.

Dated: This 26 day of August, 1993

                                             SKYLANDS PARK MANAGEMENT, INC.


                                             By: /s/ Frederick A. Voight
                                                 ---------------------------
                                                 Frederick A. Voight, Chairman



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