EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  ANICOM, INC.
         (Original Certificate of Incorporation filed December 28, 1994)


         Anicom, Inc. (the "Corporation"),  a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"DGCL") does hereby certify that the Restated  Certificate of  Incorporation  of
the  Corporation  set forth  below  has been duly  adopted  in  accordance  with
Sections 242 and 245 of the DGCL:

                                    ARTICLE I

         The name of the corporation is Anicom, Inc.


                                   ARTICLE II

         The  address  of the  Corporation's  registered  office in the State of
Delaware is 1209 Orange Street, Corporation Trust Center, Wilmington,  County of
New Castle,  Delaware 19801. The name of its registered agent at such address is
The Corporation Trust Company.


                                   ARTICLE III

         The nature of the  business to be conducted or promoted is to engage in
any lawful act or activity for which  corporations  may be  organized  under the
DGCL.


                                   ARTICLE IV

         A. The Corporation  shall have authority to issue the following classes
of stock, in the number of shares and at the par value as indicated opposite the
name of the class:

                                          NUMBER OF                         
                                           SHARES              PAR VALUE
              CLASS                      AUTHORIZED            PER SHARE
    ---------------------------      ------------------      ------------
          Common Stock                   10,000,000              $.001
         Preferred Stock                  1,000,000              $.01



<PAGE>

         B.  The  designations   and  the  powers,   preferences  and  relative,
participating,   optional  or  other  rights  of  the  capital   stock  and  the
qualifications, limitations or restrictions thereof are as follows:

         1.       Common Stock.

                  a.  Voting  Rights:  Except as  otherwise  required  by law or
         expressly  provided herein, the holders of shares of Common Stock shall
         be entitled to one vote per share on each matter submitted to a vote of
         the stockholders of the Corporation.

                  b. Dividends: Subject to the rights of the holders, if any, of
         preferred  stock,  the  holders of Common  Stock  shall be  entitled to
         receive  dividends  at  such  times  and  in  such  amounts  as  may be
         determined by the Board of Directors of the Corporation.

                  c.  Liquidation  Rights:  In the  event  of  any  liquidation,
         dissolution  or winding up of the  Corporation,  whether  voluntary  or
         involuntary,  after  payment or provision  for payment of the debts and
         other  liabilities of the Corporation and the  preferential  amounts to
         which the holders of any outstanding shares of Preferred Stock shall be
         entitled upon dissolution, liquidation of winding up, the assets of the
         Corporation   available  for  distribution  to  stockholders  shall  be
         distributed ratably among the holders of the shares of Common Stock.

         2.       Preferred Stock.

                  Preferred Stock may be issued from time to time in one or more
         series.  Subject  to  the  other  provisions  of  this  Certificate  of
         Incorporation,  the Board of  Directors is  authorized,  subject to any
         limitations prescribed by law, to provide for the issuance of and issue
         shares of the  Preferred  Stock in series,  and by filing a certificate
         pursuant to the laws of the State of Delaware,  to establish  from time
         to time the number of shares to be included in each such series, and to
         fix the  designation,  powers,  preferences and rights of the shares of
         each such series and any  qualifications,  limitations or  restrictions
         thereof.  The number of  authorized  shares of  Preferred  Stock may be
         increased or decreased (but not below the number of shares thereof then
         outstanding)  by the  affirmative  vote of the holders of a majority of
         the Common Stock, without a vote of the holders of any Preferred Stock,
         or of any series thereof, unless a vote of any such holders is required
         pursuant to the certificate or certificates establishing such series of
         Preferred Stock.


                                    ARTICLE V

         The  business  and  affairs of the  Corporation  shall be managed by or
under the direction of a board of directors  consisting of not less than six (6)
nor more than fifteen (15) directors.  The exact number shall be determined from
time to time by resolution  adopted by the affirmative vote of a majority of the
directors in office at the time of adoption of such resolution.  Initially,  the
number  of  directors  shall be eight  (8) and shall  consist  of the  following
persons: Alan B. Anixter,





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Scott C. Anixter, Carl E. Putnam, Donald C. Welchko,  William R. Anixter, Ira J.
Kaufman, Michael Segal and Lee B. Stern.

         The directors  shall be divided into three  classes,  Class I, Class II
and Class III; with Class I having three members, Class II having three members,
and Class  III  having  two  members.  Class I shall  initially  consist  of the
following directors: Scott C. Anixter, Carl E. Putnam and Lee B. Stern. Class II
shall initially  consist of the following  directors:  Alan B. Anixter,  Michael
Segal and Donald C. Welchko.  Class III shall initially consist of the following
directors:  William R. Anixter and Ira J. Kaufman. The initial term of office of
the Class I, Class II and Class III directors shall expire at the annual meeting
of stockholders in 1996, 1997 and 1998, respectively. Beginning in 1996, at each
annual meeting of stockholders,  successors to the class of directors whose term
expires at that annual  meeting  shall be elected for a three-year  term. If the
number of directors is changed,  any increase or decrease  shall be  apportioned
among the  classes by the Board of  Directors  so as to  maintain  the number of
directors  in each  class  as  nearly  equal  as  reasonably  possible,  and any
additional  director of any class  elected to fill a vacancy  resulting  from an
increase in such class shall hold office for a term that shall coincide with the
remaining  term of that  class.  In no case  will a  decrease  in the  number of
directors  shorten the term of any incumbent  director even though such decrease
may result in an inequality of the classes until the  expiration of such term. A
director  shall hold office until the annual meeting of the year in which his or
her term  expires  and until his or her  successor  shall be  elected  and shall
qualify, subject,  however, to prior death,  resignation,  retirement or removal
from office. Any director may be removed,  with or without cause, by the holders
of a majority of the shares entitled to vote at an election of directors. Except
as required by law or the provisions of this Certificate of  Incorporation,  all
vacancies on the board of directors  and  newly-created  directorships  shall be
filled by the board of  directors.  Any  director  elected to fill a vacancy not
resulting  from an  increase  in the  number of  directors  shall  have the same
remaining term as that of his or her predecessor.

         Notwithstanding the foregoing,  whenever the holders of any one or more
classes or series of preferred  stock issued by the  Corporation  shall have the
right,  voting separately by class or series, to elect directors at an annual or
special  meeting of  stockholders,  the  election,  term of  office,  filling of
vacancies and other features of such directorship shall be governed by the terms
of this  Certificate  of  Incorporation  and any  resolutions  of the  Board  of
Directors applicable thereto, and such directors so elected shall not be divided
into  classes  pursuant  to this  Article  V.  Notwithstanding  anything  to the
contrary contained in this Certificate of Incorporation, the affirmative vote of
the holders of at least two-thirds of the voting power of the shares entitled to
vote generally in the election of directors shall be required to amend, alter or
repeal, or to adopt any provision inconsistent with, this Article V.


                                   ARTICLE VI

         (a) Written  Consent.  Any action  required or permitted to be taken by
the stockholders of the Corporation shall be effected at a duly called annual or
special meeting of stockholders of

                                                        






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<PAGE>



the  Corporation  and shall not be effected by consent in writing by the holders
of outstanding  stock pursuant to Section 228 of the DGCL or any other provision
of the DGCL.

         (b)  Special   Meetings.   Special  meetings  of  stockholders  of  the
Corporation  may be called upon not less than ten nor more than 60 days' written
notice by the Board of Directors pursuant to a resolution approved by a majority
of the Board of  Directors  or at the  request in  writing  of the  stockholders
owning at least ten percent (10%) of the entire capital stock of the corporation
issued and outstanding and entitled to vote.

         (c) Amendment.  Notwithstanding  anything contained in this Certificate
of  Incorporation  to the contrary,  the  affirmative  vote of the holders of at
least  two-thirds  of the shares  entitled to vote  generally in the election of
directors shall be required to amend, alter or repeal, or to adopt any provision
inconsistent with this Article VI.


                                   ARTICLE VII

         In furtherance and not in limitation of the power conferred by statute,
the Board of Directors is expressly  authorized to make, alter,  amend or repeal
the By-Laws of the  Corporation.  The By-Laws of the Corporation may be altered,
amended,  or repealed,  or new By-Laws may be adopted, by the Board of Directors
in accordance  with the  preceding  sentence or by the vote of the holders of at
least  two-thirds of the voting power of the shares of the Corporation  entitled
to be cast  generally  in the  election  of  directors  at an annual or  special
meeting of stockholders,  provided that if such alteration, amendment, repeal or
adoption of new By-Laws is effected at a duly called special meeting,  notice of
such alteration, amendment, repeal or adoption of new ByLaws is contained in the
notice of such special meeting.


                                  ARTICLE VIII

         No stockholder of the Corporation  shall by reason of holding shares of
any  class of stock  have any  cumulative  voting  right.  At all  elections  of
directors   of  the   corporation,   or  at  elections   held  under   specified
circumstances, each holder of stock or of any class or classes or of a series or
series  thereof  shall  only be  entitled  to one vote for each share of capital
stock held by such stockholder.


                                   ARTICLE IX

         A  director  of the  Corporation  shall not in the  absence of fraud be
disqualified  by his office from  dealing or  contracting  with the  Corporation
either as a vendor,  purchaser or otherwise, nor in the absence of fraud shall a
director  of the  Corporation  be liable to account to the  Corporation  for any
profit  realized  by him from or through  any  transaction  or  contract  of the
Corporation  by  reason of the fact that he, or any firm of which he is a member
or any  corporation  of which he is an  officer,  director or  stockholder,  was
interested in such transaction or contract if such

                                                   





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transaction  or contract has been  authorized,  approved or ratified in a manner
provided in the DGCL for authorization, approval or ratification of transactions
or  contracts  between  the  Corporation  and one or more  of its  directors  or
officers  or between the  Corporation  and any other  corporation,  partnership,
association  or other  organization  in which  one or more of its  directors  or
officers are directors or officers or have a financial interest.


                                    ARTICLE X

         Meetings  of  stockholders  may be held  within or without the State of
Delaware as the ByLaws may  provide.  The books of the  Corporation  may be kept
outside the State of Delaware at such place or places as may be designated  from
time to time by the Board of Directors of the  Corporation  or in the By-Laws of
the Corporation.  Election of directors need not be by written ballot unless the
By-Laws of the Corporation so provide.


                                   ARTICLE XI

         Whenever  a  compromise  or  arrangement   is  proposed   between  this
Corporation  and  its  creditors  or any  class  of  them  and/or  between  this
Corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  Corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  Corporation  under
the  provisions of Section 291 of the DGCL or on the  application of trustees in
dissolution or of any receiver or receivers  appointed for the Corporation under
the  provisions  of Section 279 of the DGCL order a meeting of the  creditors or
class of creditors and/or the stockholders or class of stock of the Corporation,
as the case may be, to be summoned in such manner as the said court directs.  If
a majority in number representing two-thirds the value of the creditors or class
of  creditors   and/or  the  stockholders  or  class  of  stockholders  of  this
Corporation,  as the case may be, agree to any  compromise or  arrangement or to
any  reorganization  of this  Corporation as a consequence of such compromise or
arrangement,  the said  compromise  or  arrangement  of the said  reorganization
shall,  if sanctioned by the Court to which the said  application has been made,
be  binding  on all the  creditors  or  class  of  creditors  and/or  on all the
stockholders or class of stockholders,  of this Corporation, as the case may be,
and also on this Corporation.


                                   ARTICLE XII

         A.       Indemnification  of Officers and  Directors:  The  Corporation
                  shall:

                  (a) indemnify,  to the fullest  extent  permitted by the DGCL,
         any person who was or is a party or is threatened to be made a party to
         any  threatened,  pending  or  completed  action,  suit or  proceeding,
         whether civil, criminal, administrative or investigative (other than an
         action  by or in the  right of the  Corporation)  by reason of the fact
         that such  person is or was a  director,  or is or was  serving  at the
         request of the

                                                     







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         Corporation  as a  director,  officer,  employee  or agent  of  another
         corporation,  partnership, joint venture, trust or other enterprise, or
         if such person has previously  been designated for  indemnification  by
         the resolution of the Board of Directors, an officer, employee or agent
         of the  Corporation,  against  expenses  (including  attorneys'  fees),
         judgments, fines and amounts paid in settlement actually and reasonably
         incurred  by such  person  in  connection  with  such  action,  suit or
         proceeding  if such  person  acted in good  faith and in a manner  such
         person  reasonably  believed  to be in  or  not  opposed  to  the  best
         interests of the Corporation,  and, with respect to any criminal action
         or proceeding, had no reasonable cause to believe such person's conduct
         was  unlawful.  The  termination  of any action,  suit or proceeding by
         judgment,  order,  settlement,  conviction,  or  upon  a plea  of  nolo
         contendere  or  its  equivalent,   shall  not,  of  itself,   create  a
         presumption  that the  person did not act in good faith and in a manner
         which such  person  reasonably  believed to be in or not opposed to the
         best  interests of the  Corporation,  and, with respect to any criminal
         action  or  proceeding,  had  reasonable  cause to  believe  that  such
         person's conduct was unlawful; and

                  (b)  indemnify  any  person  who  was  or  is a  party  or  is
         threatened to be made a party to any  threatened,  pending or completed
         action  or suit by or in the  right of the  Corporation  to  procure  a
         judgment  in its favor by reason of the fact that such person is or was
         a director, or is or was serving at the request of the Corporation as a
         director,   officer,   employee   or  agent  of  another   corporation,
         partnership,  joint  venture,  trust  or other  enterprise,  or if such
         person  has  previously  been  designated  for  indemnification  by the
         resolution of the Board of Directors, an officer,  employee or agent of
         the Corporation,  against expenses (including attorneys' fees) actually
         and  reasonably  incurred  by him in  connection  with the  defense  or
         settlement  of such action or suit if such  person  acted in good faith
         and in a manner such person reasonably believed to be in or not opposed
         to  the  best  interests  of  the   Corporation   and  except  that  no
         indemnification  shall be made in respect of any claim, issue or matter
         as to which such  person  shall have been  adjudged to be liable to the
         Corporation unless and only to the extent that the Court of Chancery or
         the court in which such action or suit was brought shall determine upon
         application that,  despite the adjudication of liability but in view of
         all the circumstances of the case, such person is fairly and reasonably
         entitled to indemnity for such expenses  which the Court of Chancery or
         such other court shall deem proper; and

                  (c) indemnify any director,  or, if such person has previously
         been designated for  indemnification  by the resolution of the Board of
         Directors,  an officer,  employee or agent against expenses  (including
         attorneys'  fees)  actually and  reasonably  incurred by such person in
         connection  therewith,  to the  extent  that  such  director,  officer,
         employee or agent of the  Corporation has been successful on the merits
         or otherwise in defense of any action,  suit or proceeding  referred to
         in Article  XII.A.  (a) and (b),  or in defense of any claim,  issue or
         matter therein; and

                  (d) make any indemnification  under Article XII.A. (a) and (b)
         (unless  ordered by a court) only as  authorized  in the specific  case
         upon a determination  that  indemnification  of the director,  officer,
         employee or agent is proper in the circumstances








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         because  such  director,   officer,  employee  or  agent  has  met  the
         applicable standard of conduct set forth in Article XII.A. (a) and (b).
         Such  determination  shall be made (1) by the board of  directors  by a
         majority vote of a quorum  consisting of directors who were not parties
         to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
         obtainable,  or, even if obtainable a quorum of disinterested directors
         so directs,  by independent legal counsel in a written opinion,  or (3)
         by the stockholders of the Corporation; and

                  (e)  pay  expenses  incurred  by  a  director  or  officer  in
         defending a civil or criminal action,  suit or proceeding in advance of
         the final  disposition of such action,  suit or proceeding upon receipt
         of an  undertaking by or on behalf of such director or officer to repay
         such amount if it shall  ultimately be determined that such director or
         officer  is  not  entitled  to be  indemnified  by the  Corporation  as
         authorized  in this Article XII.  Notwithstanding  the  foregoing,  the
         Corporation  shall  not be  obligated  to pay  expenses  incurred  by a
         director  or  officer  with  respect  to any  threatened,  pending,  or
         completed   claim,   suit   or   action,   whether   civil,   criminal,
         administrative, investigative or otherwise ("Proceedings") initiated or
         brought  voluntarily by a director or officer and not by way of defense
         (other  than  Proceedings  brought to  establish  or enforce a right to
         indemnification under the provisions of this Article XII unless a court
         of  competent  jurisdiction   determines  that  each  of  the  material
         assertions  made by the director or officer in such proceeding were not
         made in good faith or were  frivolous).  The  Corporation  shall not be
         obligated to  indemnify  the director or officer for any amount paid in
         settlement  of a Proceeding  covered  hereby  without the prior written
         consent of the Corporation to such settlement; and

                  (f) not deem the  indemnification  and advancement of expenses
         provided  by, or granted  pursuant  to, the other  subsections  of this
         Article  XII  exclusive  of any  other  rights to which  those  seeking
         indemnification  or  advancement  of expenses may be entitled under any
         by-law,  agreement,  vote of stockholders or disinterested directors or
         otherwise,  both as to action in such director's or officer's  official
         capacity  and as to action  in  another  capacity  while  holding  such
         office; and

                  (g) have the  right,  authority  and  power  to  purchase  and
         maintain  insurance  on behalf of any person who is or was a  director,
         officer, employee or agent of the Corporation,  or is or was serving at
         the  request of the  Corporation  as a director,  officer,  employee or
         agent of another  corporation,  partnership,  joint  venture,  trust or
         other enterprise against any liability asserted against such person and
         incurred  by such person in any such  capacity,  or arising out of such
         person's status as such,  whether or not the Corporation would have the
         power to  indemnify  such  person  against  such  liability  under  the
         provisions of this Article XII; and

                  (h) deem the  provisions  of this Article XII to be a contract
         between the Corporation and each director, or appropriately  designated
         officer,  employee  or agent who  serves in such  capacity  at any time
         while this Article XII is in effect and any repeal or  modification  of
         this  Article  XII shall not  affect  any  rights or  obligations  then
         existing  with  respect  to any  state  of  facts  then or  theretofore
         existing or any action, suit or proceeding

                                                 




                                       -7-

<PAGE>



         theretofore  or thereafter  brought or threatened  based in whole or in
         part upon such state of facts. The provisions of this Article XII shall
         not  be  deemed  to be a  contract  between  the  Corporation  and  any
         directors,  officers, employees or agents of any other Corporation (the
         "Second  Corporation")  which shall merge into or consolidate with this
         Corporation when this  Corporation  shall be the surviving or resulting
         Corporation,  and any such directors,  officers, employees or agents of
         the Second  Corporation  shall be  indemnified  to the extent  required
         under the DGCL only at the discretion of the board of directors of this
         Corporation; and

                  (i) continue the  indemnification  and advancement of expenses
         provided by, or granted pursuant to, this Article XII, unless otherwise
         provided when authorized or ratified,  as to a person who has ceased to
         be a director,  officer, employee or agent of the Corporation and shall
         inure to the benefit of the heirs, executors and administrators of such
         a person.

         B.  Elimination of Certain  Liability of Directors:  No director of the
Corporation  shall be personally  liable to the Corporation or its  stockholders
for  monetary  damages for breach of  fiduciary  duty as a director,  except for
liability  (i)  for  any  breach  of  the  director's  duty  of  loyalty  to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any  transaction  from  which the  director  derived  an  improper  personal
benefit.  If the  DGCL is  amended  to  authorize  the  further  elimination  or
limitation  of liability of  directors,  then the liability of a director of the
Corporation,  in  addition to the  limitation  on  personal  liability  provided
herein,  shall be limited to the fullest  extent  permitted by the amended DGCL.
Any  repeal or  modification  of this  Article  XII by the  stockholders  of the
Corporation  shall be  prospective  only,  and shall not  adversely  affect  any
limitation on the personal  liability of a director of the Corporation  existing
at the time of such repeal or modification.


                                  ARTICLE XIII

         The  Board of  Directors  of the  Corporation  may  adopt a  resolution
proposing  to amend,  alter,  change or repeal any  provision  contained in this
Certificate  of  Incorporation,  in the manner now or  hereafter  prescribed  by
statute.


         IN  WITNESS   WHEREOF,   the   Corporation  has  caused  this  Restated
Certificate of Incorporation to be signed by its President and Secretary, all on
February 16, 1995.



                                             ANICOM, INC.

                                             By:      /s/ Carl E. Putnam
                                                      ----------------------
                                                          Carl E. Putnam
                                                          President



By:      /s/ David R. Shevitz
         -----------------------
         David R. Shevitz
         Secretary


















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<PAGE>



                              CERTIFICATE OF MERGER

                                       OF

                PINNACLE WIRE & CABLE, INC., an Ohio corporation

                                  WITH AND INTO

                      ANICOM, INC., a Delaware corporation

                                * * * * * * * * *

         The undersigned corporation DOES HEREBY CERTIFY:

         FIRST:  That  the  name  and  state  of  incorporation  of  each of the
constituent corporations of the merger are as follows:


NAME                                                      STATE OF INCORPORATION
-------------------------------------------------------  -----------------------
Pinnacle Wire & Cable, Inc. (the merged corporation)       Ohio
Anicom, Inc. (the surviving corporation)                   Delaware

         SECOND:  That the agreement of merger between the parties to the merger
has been approved, adopted, certified,  executed and acknowledged by each of the
constituent  corporations in accordance with the  requirements of Section 252 of
the General Corporation Law of the State of Delaware.

         THIRD:  The name of the surviving  corporation of the merger is Anicom,
Inc.

         FOURTH:  That the Certificate of Incorporation of Anicom, Inc. which is
surviving the merger, shall be the Certificate of Incorporation of the surviving
corporation.

         FIFTH:  That  the  executed  agreement  of  merger  is on  file  at the
principal  place of business of the surviving  corporation.  The address of said
principal  place of  business  is 6133 N. River Road,  Suite 410,  Rosemont,  IL
60018.

                                                        









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<PAGE>



         SIXTH:  That a copy  of the  Plan  and  Agreement  of  Merger  will  be
furnished on requested and without cost to any  stockholder  of any  constituent
corporation.

         SEVENTH: The authorized capital stock of each foreign corporation which
is a party to the merger is as follows:

Corporation              Class         Number of Shares     Par Value Per Share
--------------------------------------------------------------------------------
Pinnacle Wire &
Cable, Inc.
(Ohio)                   Common                 100                 $5.00


         EIGHTH:  This  Certificate  of Merger  shall be  effective at 5:00 p.m.
(Delaware time) on July 31, 1995.


Dated: July 28, 1995                      ANICOM, INC.



                                          By:  /s/ Donald C. Welchko
                                               ----------------------------- 
                                               Name:   Donald C. Welchko
                                               Title:  Chief Financial Officer


                                                      












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<PAGE>



                           CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION OF
                                  ANICOM, INC.


         ANICOM, INC., a corporation  organized and existing under and by virtue
of the General Corporation law of the State of Delaware (the "Act"), DOES HEREBY
CERTIFY THAT:
         1.       In accordance  with the  provisions of Section 242 of the Act,
                  an  amendment  to the  Certificate  of  Incorportion  of  this
                  Corporation has been duly adopted by the Board of Directors of
                  this  Corporation and by the  stockholders of this Corporation
                  at a Special Meeting of Stockholders.

         2.       Said  amendment  amends  subparagraph  A of  Article  4 of the
                  Certificate of Incorporation so that, as amended, subparagraph
                  A of Article 4 shall read in its entirety as follows:

                  "A. The corporation shall have  the  authority  to  issue  the
         following classes of stock, in the  number of  shares  and  at the  par
         value as indicated opposite the name of the class:  

                                            No. Shares            Par Value
                     Class                  Authorized            Per Share

                  Common Stock              30,000,000            $.001

                  Preferred Stock            1,000,000            $.01"


         IN WITNESS  WHEREOF,  the undersigned has caused this certificate to be
duly executed this 25th day of September, 1996.


                                            By   /s/ Carl Putnam   
                                                 -----------------------------
                                                 Carl Putnam, President and
                                                  Chief Operating Officer



<PAGE>




                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
                                       OF
                                  ANICOM, INC.


         Anicom, Inc. (the "Company" or "Issuer"),  a corporation  organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify that, pursuant to authority conferred upon the Board of Directors of the
Company by the Certificate of  Incorporation,  as amended,  of the Company,  and
pursuant to Section 151 of the General Corporation Law of the State of Delaware,
the  Board  of  Directors  of  the  Company  at a  meeting  duly  held,  adopted
resolutions   providing  for  the   designations,   preferences   and  relative,
participating, optional or other rights, and the qualifications,  limitations or
restrictions  thereof,  of  Twenty-Seven  Thousand  (27,000)  shares of Series A
Convertible Preferred Stock, of the Company, as follows:
                  RESOLVED,  that the  Company  is  authorized  to issue  27,000
         shares of Series A  Convertible  Preferred  Stock,  $.01 par value (the
         "Series A Preferred  Shares"),  which shall have the following  powers,
         designations, preferences and other special rights:

                  (1)      Dividends and Liquidation Preference.

                           (a) Generally.  The holders of the Series A Preferred
         Shares   shall  be  entitled  to  receive  on  each  share  issued  and
         outstanding,   out  of  assets  legally  available  for  such  purpose,
         cumulative  preferential  dividends  which  shall  accrue and  compound
         annually, commencing to accrue on the date of issuance of such Series A
         Preferred  Share and  receipt by the  Company of all the full  purchase
         price due therefor (the "Issuance Date") at the rate of:

                                   (i) 5% per annum  during  the first  five (5)
                  years commencing on the Issuance Date; and



<PAGE>



                                   (ii)  15%  per   annum   during   the   years
                  commencing on the fifth anniversary of the Issuance Date,

         of the Liquidation  Preference (as defined below); such dividends shall
         be cumulative,  and accrue daily, whether or not earned,  declared,  or
         legally  available for payment,  from and after the Issuance Date up to
         and including the date the Series A Preferred Shares shall no longer be
         outstanding. Accrued dividends shall be payable, quarterly, in arrears,
         in cash or in shares of the Company's common stock, par value $.001 per
         share (the "Common Stock") at the Company's option,  valued at the then
         applicable  Average  Trading Price (as defined below) ending on the day
         prior to the date of issuance of such shares; provided that such shares
         have been registered under the Securities Act of 1933, as amended,  and
         listed for  trading on the  principal  securities  exchange  or trading
         market where the  Company's  Common Stock is then listed or traded (the
         "Dividend  Shares").   The  liquidation  preference  of  the  Series  A
         Preferred  Shares  shall be  $1,000.00  per share plus any  accrued and
         unpaid dividends (the "Liquidation Preference").

                           (b)  Special  Dividend  Adjustment.   Notwithstanding
         Section  1(a)(i)  above,  the dividend  payable by the Company shall be
         subject to adjustment pursuant to Section 8.3(a) of that certain Series
         A Convertible  Preferred Stock Purchase Agreement dated May 21, 1997 by
         and among the Company and certain investors set forth therein.

                  (2) Voting Rights.  On matters subject to voting by holders of
         the Common  Stock,  holders  of Series A  Preferred  Shares  shall vote
         together with the holders of Common Stock,  on an as converted basis at
         the then  applicable  Conversion  Ratio (as defined  below) (as if such
         shares  of  Series  A  Preferred   Shares  had  been  fully   converted
         immediately  prior to the date on which a date of  record  is taken for
         such vote,  or, if no record is taken,  the date as of which the record
         holders of the Common Stock  entitled to vote are to be  determined) as
         one class.  The Series A  Preferred  Shares will not be entitled to any
         voting  rights as a  separate  class  other  than with  respect  to any
         proposed  amendments  to the  terms  and  conditions  of the  Series  A
         Preferred  Shares  that would be adverse to the holders of the Series A
         Preferred Shares.

                  (3) Redemption.  At any time after the fifth (5th) anniversary
         of the Issuance Date,  Issuer,  at its option,  may redeem all, but not
         less than all, of the then outstanding Series A Preferred Shares for an
         amount (the "Redemption Price") equal to the Liquidation  Preference as
         of  the  effective  date  of  such   redemption  by  giving  notice  (a
         "Redemption  Notice") to each  holder of Series A Preferred  Shares and
         the  Company's  transfer  agent not less than thirty (30) days nor more
         than sixty  (60) days prior to the date on which such  shares are to be
         redeemed.  Such Notice of Redemption at the  Company's  election  shall
         indicate (A) the date that such redemption is to become effective,  (B)
         the applicable Redemption Price, (C) where and how payment of the

                                                       





                                       -2-

<PAGE>



         Redemption  Price  will be made,  and (D) the then  current  Conversion
         Price. The Redemption Price may be paid, at Issuer's option,  either in
         cash or shares of Common  Stock valued at ninety  percent  (90%) of the
         Average  Trading Price (defined below) as of the effective date of such
         redemption;  provided,  that (i) such shares have been registered under
         the  Securities  Act of 1933,  as amended and listed for trading on the
         principal  securities  exchange or trading  market where the  Company's
         Common Stock is then listed or traded,  and (ii) prior to giving such a
         Redemption Notice, if Issuer elects to redeem with Common Stock, Issuer
         will first  obtain  stockholder  approval of the issuance to the extent
         then required by the rules and regulations of the NASD or of such other
         national  exchange  upon which  Issuer's  Common  Stock is then traded.
         Notice of redemption  having been given as aforesaid,  dividends on the
         Series A Preferred  Shares  shall  cease to accrue as of the  effective
         date of such  redemption  unless the Issuer  defaults in the payment of
         the Redemption Price.

                  (4)  Conversion  of Series A  Preferred  Shares.  The Series A
         Preferred  Shares shall be  convertible  into shares of Common Stock on
         the following terms and conditions:

                           (a) Conversion by Holder.  Upon written notice to the
         Company by the holder  thereof,  each Series A Preferred Share shall be
         convertible  at any time into a number of fully paid and  nonassessable
         shares  (calculated  to the nearest  whole share) of Common Stock to be
         determined by dividing the  Liquidation  Preference by the then current
         Conversion Price (the "Conversion Ratio").

                           (b) Mandatory  Conversion.  The outstanding  Series A
         Preferred  Shares will be deemed to have been  converted into shares of
         Common Stock at the  Conversion  Ratio  automatically  without  further
         action  required of the Issuer or holders  thereof,  upon the following
         terms and conditions:

                                   (i)       If,  at any time  during  the first
                                             twelve  (12) months  following  the
                                             Issuance Date, the Average  Trading
                                             Price  of the  Common  Stock  is at
                                             least 130% of the Conversion Price,
                                             then    33-1/3%    of   the    then
                                             outstanding   Series  A   Preferred
                                             Shares  will  convert  into  Common
                                             Stock,   such   conversion   to  be
                                             allocated    among   the    holders
                                             thereof,  on a pro rata basis based
                                             upon their respective holdings.

                                   (ii)      If,  at any time  during  the first
                                             twenty-four  (24) months  following
                                             the  Issuance   Date,  the  Average
                                             Trading  Price of the Common  Stock
                                             is   equal   to  or   exceeds   the
                                             percentage of the Conversion  Price
                                             set   forth    below,    then   the
                                             corresponding   percentage  of  the
                                             then outstanding Series A Preferred
                                             Shares will convert into Common

                                                      






                                       -3-

<PAGE>



                                             Stock,   such   conversion   to  be
                                             allocated    among   the    holders
                                             thereof,  on a pro rata basis based
                                             upon their respective holdings:


       Average Trading Price as a              Percentage of Series A Preferred
     Percentage of Conversion Price                 Shares to be Converted
    -------------------------------            --------------------------------
                  160%                                      662/3%
                  190%                                       100%



                                   (iii)     If, at any time  after  the  second
                                             anniversary  of the Issuance  Date,
                                             the  Average  Trading  Price of the
                                             Common Stock is equal to or exceeds
                                             the  percentage  of the  Conversion
                                             Price  set  forth  below  for  each
                                             corresponding  year  following  the
                                             Issuance  Date,  then  100%  of the
                                             then outstanding Series A Preferred
                                             Shares  will  convert  into  Common
                                             Stock:


           Year                        Average Trading Price as a Percentage of
                                                   Conversion Price
         --------                      ----------------------------------------
            3                                            140%
            4                                            150%
            5                                            175%


         Notwithstanding  the  foregoing,  no mandatory  conversion  shall occur
unless and until the shares of Common  Stock to be issued  have been  registered
under the  Securities  Act of 1933,  as  amended,  and listed for trading on the
principal securities exchange or trading market where the Company's Common Stock
is then  listed  or  traded.  Immediately  upon the  occurrence  of a  mandatory
conversion,  the Company will notify all holders of Series A Preferred Shares of
the mandatory conversion.

                           (c)     Certain Definitions.

                                   (i)  "Conversion  Price" means eight  dollars
         and  sixty-two  and one-half  cents  ($8.625);  provided  that,  if the
         Average Trading Price as of the second anniversary of the Issuance Date
         is less than eight dollars and sixty-two and one-half  cents  ($8.625),
         then the  Conversion  Price shall  thereafter be adjusted  downward but
         never upward to equal the greater of the Average  Trading  Price or six
         dollars ($6.00), subject to the terms and conditions of Section 4(d).


                                                        -4-

<PAGE>



                                   (ii) "Average  Trading Price" means,  as of a
         given  date,  an amount  equal to the  arithmetic  average  of the last
         closing  sale price of the Common Stock on the Nasdaq  National  Market
         (the  "Nasdaq-NM")  for the ten (10) day period ending one day prior to
         the date of  determination as reported by Bloomberg  Financial  Markets
         ("Bloomberg"), or, if the Nasdaq-NM is not the principal trading market
         for such security,  the last closing sale price of such security on the
         principal  securities exchange or trading market where such security is
         listed or traded  for the ten (10) day  period  ending one day prior to
         the date of determination as reported by Bloomberg, or if the foregoing
         do not  apply,  the last  closing  bid  price of such  security  in the
         over-the-counter  market  on the  electronic  bulletin  board  for such
         security  for the ten (10) day period  ending one day prior to the date
         of determination as reported by Bloomberg,  or, if no closing bid price
         is reported for such  security by  Bloomberg,  the last  closing  trade
         price of such  security as reported by Bloomberg or, if no last closing
         trade price is reported for such security by Bloomberg,  the average of
         the bid prices for the ten (10) day period  ending one day prior to the
         date of  determination  of any  market  makers  for  such  security  as
         reported in the "pink sheets" by the National Quotation Bureau, Inc.

                           (d)  Adjustment  to  Conversion  Price.  In  order to
         prevent dilution of the conversion  rights granted to holders of Series
         A Preferred Shares  hereunder,  the Conversion Price will be subject to
         adjustment from time to time pursuant to this Section 4(d).

                                   (i)  Adjustment for Dilutive  Events.  If and
         whenever  on or after the  original  date of  issuance  of the Series A
         Preferred  Shares the Company  issues or sells,  or in accordance  with
         Section  4(d)(ii)  below is  deemed  to have  issued  or  sold,  in one
         transaction or a series of related  transactions,  any shares of Common
         Stock for  consideration  per share less than the  Conversion  Price in
         effect immediately prior to the time of such issue or sale (a "Dilutive
         Event"),  then forthwith upon the occurrence of any such Dilutive Event
         the Conversion  Price will be reduced so that the  Conversion  Price in
         effect immediately following the Dilutive Event will equal the quotient
         derived  by  dividing  (i)  the  sum  of (x)  the  product  derived  by
         multiplying the Conversion  Price in effect  immediately  prior to such
         Dilutive Event times 27,000,000,  plus (y) the product of (A) the Price
         Per  Share  in  the   Dilutive   Event,   times  (B)  three  times  the
         consideration  received by the Company in such Dilutive  Event, by (ii)
         the sum of (x)  27,000,000,  plus (y)  three  times  the  consideration
         received  by the  Company  in the  Dilutive  Event;  provided  that the
         Conversion  Price will not be reduced  pursuant to this sentence if the
         foregoing  calculation results in a Conversion Price in excess of $8.15
         (the "Threshold Price"). Notwithstanding the foregoing, the issuance by
         the  Company of any  equity  securities  to  management,  directors  or
         employees  of the  Company  pursuant  to plans and  options to purchase
         equity  securities issued in accordance with such plans approved by the
         Board and in effect as of the date of the first  issuance of the Series
         A Preferred Shares shall not constitute a Dilutive Event.







                                       -5-

<PAGE>



                                   (ii) Common  Stock  Deemed  Outstanding.  For
         purposes of  determining  the  adjusted  Conversion  Price  pursuant to
         Section  4(d)(i)  above the  following  events shall be deemed to be an
         issuance and sale of Common Stock by the Company:

                                            (A) Issuance of  Rights or  Options.
         If (i) the  Company  in any  manner  grants  any  rights or  options to
         subscribe for or to purchase  shares of Common Stock or any  securities
         convertible  into or  exchangeable  for  shares of Common  Stock  (such
         rights or options  referred to herein as "Options" and such convertible
         or exchangeable stock or securities  referred to herein as "Convertible
         Securities")  and (ii) the Price  Per  Share of shares of Common  Stock
         issuable  upon the  exercise  of such  Options  or upon  conversion  or
         exchange of such  Convertible  Securities  is less than the  Conversion
         Price in effect  immediately  prior to the time of the granting of such
         Options,  then  (x) the  total  maximum  amount  of such  Common  Stock
         issuable  upon the  exercise  of such  Options  or upon  conversion  or
         exchange of the total maximum number of Convertible Securities issuable
         upon the  exercise of such  Options  will be deemed to be Common  Stock
         issued  and sold by the  Company,  and (y) the  consideration  received
         pursuant to the Dilutive Event will equal the Price Per Share times the
         number  of shares of  Common  Stock so  deemed  issued  and sold by the
         Company.  For  purposes  of this  Section  4(d)(ii)(A),  the "Price Per
         Share" will be  determined  by dividing (i) the total  amount,  if any,
         received or receivable by the Company as consideration for the granting
         of such  Options,  plus the  minimum  aggregate  amount  of  additional
         consideration payable to the Company upon exercise of all such Options,
         plus  in  the  case  of  such  Options  which  relate  to   Convertible
         Securities,  the minimum aggregate amount of additional  consideration,
         if any,  payable  to the  Company  upon  the  issuance  or sale of such
         Convertible  Securities and the conversion or exchange thereof, by (ii)
         the total  maximum  number of shares of Common Stock  issuable upon the
         exercise of such Options or upon the conversion or exchange of all such
         Convertible  Securities  issuable upon the exercise of such Options. No
         further   adjustment  of  the  Conversion   Price  will  be  made  when
         Convertible  Securities  are actually  issued upon the exercise of such
         Options or when Common  Stock is actually  issued upon the  exercise of
         such  Options  or  the  conversion  or  exchange  of  such  Convertible
         Securities.

                                            (B)   Issuance     of    Convertible
         Securities.  If (i) the  Company  in any  manner  issues  or sells  any
         Convertible Securities and (ii) the Price Per Share of shares of Common
         Stock  issuable  upon  such  conversion  or  exchange  is less than the
         Conversion Price in effect  immediately prior to the time of such issue
         or sale, then (x) the maximum number of shares of Common Stock issuable
         upon  conversion  or exchange of such  Convertible  Securities  will be
         deemed to be Common Stock  issued and sold by the Company,  and (y) the
         consideration  received  pursuant to the Dilutive  Event will equal the
         Price Per Share  times the  number of shares of Common  Stock so deemed
         issued  and  sold by the  Company.  For the  purposes  of this  Section
         4(d)(ii)(B),

                                                       





                                       -6-

<PAGE>



         the "Price Per Share"  will be  determined  by  dividing  (i) the total
         amount received or receivable by the Company as  consideration  for the
         issue  or  sale  of  such  Convertible  Securities,  plus  the  minimum
         aggregate  amount of additional  consideration,  if any, payable to the
         Company  upon the  conversion  or exchange  thereof,  by (ii) the total
         maximum  number of shares of Common Stock  issuable upon the conversion
         or exchange of all such Convertible  Securities.  No further adjustment
         of the  Conversion  Price will be made when  Common  Stock is  actually
         issued upon the conversion or exchange of such Convertible  Securities,
         and if any such issue or sale of such  Convertible  Securities  is made
         upon exercise of any Options for which  adjustments  to the  Conversion
         Price had been or are to be made pursuant to Section 4(d)(ii)(A) above,
         no further adjustment of the Conversion Price will be made by reason of
         such issue or sale.

                                            (C)   Change  in  Option   Price  or
         Conversion  Rate.  If at any time there is a change in (i) the purchase
         price provided for in any Options,  (ii) the additional  consideration,
         if any,  payable  upon the  conversion  or exchange of any  Convertible
         Securities,  or (iii) the rate at which any Convertible  Securities are
         convertible into or exchangeable for Common Stock,  then the Conversion
         Price in effect at the time of such  change will be  readjusted  to the
         Conversion  Price which would have been in effect had those  Options or
         Convertible  Securities  still  outstanding  at the time of such change
         provided for such changed purchase price,  additional  consideration or
         changed  conversion  rate, as the case may be, at the time such Options
         or Convertible Securities were initially granted, issued or sold.

                                            (D)  Calculation  of   Consideration
         Received. If any shares of Common Stock, Option or Convertible Security
         are issued or sold or deemed to have been issued or sold for cash,  the
         consideration received therefor or the Price Per Share, as the case may
         be,  will be deemed to be the net amount  received  or to be  received,
         respectively,  by the  Company  therefor.  In case any shares of Common
         Stock,  Options  or  Convertible  Securities  are  issued or sold for a
         consideration  other than cash, the amount of the  consideration  other
         than cash received by the Company or the non-cash  portion of the Price
         Per  Share,  as the  case  may  be,  will  be the  fair  value  of such
         consideration received or to be received, respectively, by the Company;
         except where such consideration  consists of securities,  in which case
         the amount of consideration  received or to be received,  respectively,
         by the Company will be the Average Trading Price thereof as of the date
         of  receipt.  If any shares of Common  Stock,  Options  or  Convertible
         Securities  are  issued  in  connection  with any  merger  in which the
         Company  is the  surviving  corporation,  the  amount of  consideration
         therefor will be deemed to be the fair value of such portion of the net
         assets and business of the non-surviving corporation as is attributable
         to such shares of Common Stock, Options or Convertible  Securities,  as
         the case may be.  The fair value of any  consideration  other than cash
         and  securities  will be  determined  jointly  by the  Company  and the
         holders of a majority of the outstanding  Series A Preferred Shares. If
         such parties are

                                                      




                                       -7-

<PAGE>



         unable to reach agreement within a reasonable  period of time, the fair
         value  of such  consideration  will  be  determined  by an  independent
         appraiser jointly selected by the Company and the holders of a majority
         of the outstanding Series A Preferred Shares.

                                            (E) Integrated Transactions. In case
         any Option is issued in  connection  with the issuance or sale of other
         securities  of  the  Company,   together   comprising   one  integrated
         transaction  in which no specific  consideration  is  allocated to such
         Option by the parties  thereto,  the Option will be deemed to have been
         issued for a consideration of $.01.

                                            (F)  Record  Date.  If  the  Company
         takes a record of the  holders  of  Common  Stock  for the  purpose  of
         entitling them (i) to receive a dividend or other distribution  payable
         in shares of Common Stock, Options or in Convertible Securities or (ii)
         to  subscribe  for or  purchase  shares of  Common  Stock,  Options  or
         Convertible Securities,  then such record date will be deemed to be the
         date of the  issuance or sale of the shares of Common  Stock  deemed to
         have been issued or sold upon the  declaration of such dividend or upon
         the making of such other  distribution  or the date of the  granting of
         such right of subscription or purchase, as the case may be.

                                    (iii)  Adjustment of  Conversion  Price upon
         Subdivision or Combination of Common Stock.  If the Company at any time
         subdivides (by any stock split,  stock  dividend,  recapitalization  or
         otherwise)  one or more  classes  of its  outstanding  shares of Common
         Stock  into a greater  number of  shares,  the  Conversion  Price,  the
         Threshold  Price and the amounts set forth in Section 4(c)(i) in effect
         immediately prior to such subdivision will be proportionately  reduced,
         and if the Company at any time combines (by combination,  reverse stock
         split or otherwise)  one or more classes of its  outstanding  shares of
         Common Stock into a smaller number of shares, the Conversion Price, the
         Threshold  Price and the amounts set forth in Section 4(c)(i) in effect
         immediately   prior  to  such  combination   will  be   proportionately
         increased.

                                    (iv)    Reorganization,    Reclassification,
         Consolidation,  Merger or Sale. Any  recapitalization,  reorganization,
         reclassification,  consolidation,  merger, sale of all or substantially
         all of the  Company's  assets to another  Person (as defined  below) or
         other  transaction  which is  effected  in such a way that  holders  of
         Common  Stock  are  entitled  to  receive  (either   directly  or  upon
         subsequent  liquidation) stock, securities or assets with respect to or
         in exchange for Common Stock is referred to herein as "Organic Change."
         Prior to the consummation of any Organic Change,  the Company will make
         appropriate  provision  to ensure  that (I) each of the  holders of the
         Series A Preferred Shares will thereafter have the right to acquire and
         receive  in lieu of or  addition  to (as the case may be) the shares of
         Common Stock immediately theretofore acquirable and receivable upon the
         conversion of such holder's Series A Preferred  Shares,  such shares of
         stock, securities or assets as may be issued or payable

                                                      





                                       -8-

<PAGE>



         with respect to or in exchange for the number of shares of Common Stock
         immediately  theretofore  acquirable and receivable upon the conversion
         of such holder's Series A Preferred  Shares had such Organic Change not
         taken place and (II) each of the  holders of Series A Preferred  Shares
         will continue to have the same rights and preferences, in any surviving
         entity,  as those which apply to the Series A Preferred Shares pursuant
         to  this  Certificate.   In  any  such  case,  the  Company  will  make
         appropriate   provision  with  respect  to  such  holders'  rights  and
         interests  to ensure  that the  provisions  of this  Section  4(d) will
         thereafter be applicable to the Series A Preferred Shares.  The Company
         will not effect any such consolidation, merger or sale, unless prior to
         the  consummation  thereof,  the  successor  entity  (if other than the
         Company)   resulting  from   consolidation  or  merger  or  the  entity
         purchasing such assets assumes, by written  instrument,  the obligation
         to deliver to each holder of Series A  Preferred  Shares such shares of
         stock,  securities  or assets  as,  in  accordance  with the  foregoing
         provisions, such holder may be entitled to acquire. "Person" shall mean
         an individual,  a limited  liability  company,  a partnership,  a joint
         venture, a corporation,  a trust, an unincorporated  organization and a
         government or any department or agency thereof.

                                    (v)     Notices.

                                            (A) Immediately  upon any adjustment
         of the Conversion  Price,  the Company will give written notice thereof
         to  each  holder  of  Series  A  Preferred  Shares,  setting  forth  in
         reasonable detail and certifying the calculation of such adjustment.

                                            (B) The  Company  will give  written
         notice to each holder of Series A Preferred Shares at least twenty (20)
         days prior to the date on which the Company closes its books or takes a
         record (I) with respect to any dividend or distribution upon the Common
         Stock, (II) with respect to any pro rata subscription  offer to holders
         of Common Stock or (III) for determining rights to vote with respect to
         any Organic  Change,  dissolution or  liquidation;  provided that in no
         event  shall  such  notice be  provided  to such  holder  prior to such
         information being made known to the public.

                                            (C)  The  Company   will  also  give
         written  notice to each  holder of Series A  Preferred  Shares at least
         twenty  (20)  days  prior  to the  date on which  any  Organic  Change,
         dissolution or liquidation will take place.

                                            (D) The Company  shall give  written
         notice to the holders of the Series A Preferred  Shares  promptly after
         the  occurrence of the  automatic  conversion of the Series A Preferred
         Shares into Common Stock as set forth in Section 4(b) hereof.


                                                      








                                       -9-

<PAGE>



                           (e)  Mechanics  of  Conversion.  Subject  to  and  in
         compliance with all federal and state  securities  laws, the conversion
         of Series A Preferred  Shares pursuant to this Section 4 will be deemed
         to have been effected (and the holder  thereof will be deemed to be the
         registered   holder  of  the  Conversion   Shares),   automatically  if
         conversion is pursuant to Section 4(b),  or, if converted at the option
         of the holder of Series A Preferred Shares pursuant to Section 4(a), by
         and on the date of surrender of certificates  representing the Series A
         Preferred  Shares being converted to the Company at its principal place
         of business,  together with the Notice of Conversion attached hereto as
         Exhibit I. As soon as practicable,  but in no event later than five (5)
         business  days after  such  conversion,  the  Company  shall  cause the
         transfer  agent to  deliver  to the  registered  holder  thereof  (a) a
         certificate representing the shares of Common Stock to which the holder
         is entitled as a result of such  conversion,  and (b) a new certificate
         for Series A Preferred  Shares for the  unconverted  shares of Series A
         Preferred Shares, if any,  represented by the surrendered  certificate.
         The Company shall at all times reserve for issuance a sufficient number
         of shares of Common Stock to be issued as Conversion  Shares,  and upon
         issuance  thereof,  the  Conversion  Shares  shall  be  fully  paid and
         nonassessable.

                           (f) Record Holder.  The person or persons entitled to
         receive the shares of Common Stock issuable upon a conversion of Series
         A  Preferred  Shares  shall be treated  for all  purposes as the record
         holder or  holders  of such  shares of Common  Stock on the  Conversion
         Date.

                  (5)  Change of  Control.  If at any time  there is a Change of
         Control  (as  defined  below)  of  the  Company,   the  Company  shall,
         immediately  following the occurrence of any such event,  send a notice
         to each holder offering to repurchase the Series A Preferred Shares (or
         at each holder's  option,  any portion  thereof) for an amount equal to
         the  Liquidation  Preference  on the  date of such  repurchase.  If any
         holder  desires to accept  such offer in whole or in part,  such holder
         must advise the Company of such  acceptance  within thirty (30) days of
         the date of receiving  such notice.  The Company shall then  repurchase
         the Series A  Preferred  Shares or  portion  thereof  so  tendered  for
         repurchase  by such holder by paying the  purchase  price to the holder
         (or any person or persons  designated by such holder in such acceptance
         notice), in immediately  available funds, within ten (10) business days
         of the  Company's  receipt of such  holder's  acceptance  notice.  If a
         holder  tenders  only a portion  of such  holder's  Series A  Preferred
         Shares, the holder shall deliver such certificate of Series A Preferred
         Shares to the Company and the Company  then shall issue to the holder a
         new certificate of Series A Preferred Shares,  representing the portion
         of the Series A Preferred  Shares not  repurchased by the Company.  For
         purposes of this Section, "Change of Control" means any event or series
         of events by which (i) any person or group (as defined in Rule 13d-1 of
         the Exchange  Act) obtains a majority (by voting or  otherwise)  of the
         securities  of the Company  ordinarily  having the right to vote in the
         election of  directors;  (ii) during any two year period  commencing at
         any time on or

                                                   



                                      -10-

<PAGE>



         after the Closing Date, individuals who at the beginning of such period
         constituting  the Board of Directors cease for any reason to constitute
         a majority of the Board of Directors;  (iii) any sale, lease,  exchange
         or  other  transfer  (in  one   transaction  or  a  series  of  related
         transactions) of all, or substantially  all, the assets of the Company;
         (iv) the merger or  consolidation  of the Company  with or into another
         corporation or the merger of another  corporation into the Company with
         the effect that immediately after such transaction any beneficial owner
         shall have become the  beneficial  owner of securities of the surviving
         corporation of such merger or consolidation  representing a majority of
         the  combined  voting  power  of  the  outstanding  securities  of  the
         surviving  corporation  ordinarily  having  the  right  to  vote in the
         election of  directors;  or (v) the  adoption of a plan  leading to the
         liquidation  or  dissolution  of  the  Company.   Notwithstanding   the
         foregoing,  the Company shall not be obligated to repurchase the Series
         A  Preferred  Shares  pursuant  to the terms of this  Section 5 if such
         repurchase in the opinion of the Company's then current auditors, would
         jeopardize the "pooling" accounting treatment of the transaction giving
         rise to such Change of Control.

                  (6) Taxes.  The Company  shall pay any and all taxes which may
         be imposed  upon it with respect to the issuance and delivery of Common
         Stock upon the  conversion  of the Series A Preferred  Shares as herein
         provided.  The  Company  shall not be  required in any event to pay any
         transfer or other taxes by reason of the  issuance of such Common Stock
         in names  other  than  those in which  the  Series A  Preferred  Shares
         surrendered for conversion are registered on the Company's records, and
         no such conversion or issuance of Common Stock shall be made unless and
         until the person  requesting  such issuance has paid to the Company the
         amount of any such tax, or has  established to the  satisfaction of the
         Company and its transfer agent, if any, that such tax has been paid.

                  (7) Liquidation,  Dissolution, Winding-Up. In the event of any
         voluntary or involuntary liquidation,  dissolution or winding up of the
         Company, the holders of the Series A Preferred Shares shall be entitled
         to  receive  in cash out of the  assets of the  Company,  whether  from
         capital or from earnings available for distribution to its stockholders
         (the "Preferred Funds"), before any amount shall be paid to the holders
         of any of the capital  stock of the Company of any class junior in rank
         to the Series A Preferred  Shares in respect of the  preferences  as to
         the  distributions  and payments on the  liquidation,  dissolution  and
         winding up of the Company, an amount per Series A Preferred Share equal
         to the  Liquidation  Preference;  provided that, if the Preferred Funds
         are  insufficient to pay the full amount due to the holders of Series A
         Preferred  Shares,  then each holder of Series A Preferred Shares shall
         receive a percentage of the Preferred Funds equal to the full amount of
         Preferred  Funds  payable to such  holder as a  percentage  of the full
         amount of Preferred  Funds payable to all holders of Series A Preferred
         Shares.  The  purchase  or  redemption  by the  Company of stock of any
         class,  in any manner  permitted  by law,  shall not,  for the purposes
         hereof, be regarded as a liquidation,  dissolution or winding up of the
         Company. Neither the consolidation or






                                      -11-

<PAGE>



         merger of the Company  with or into any other  Person,  nor the sale or
         transfer by the Company of less than  substantially  all of its assets,
         shall,  for  the  purposes  hereof,  be  deemed  to  be a  liquidation,
         dissolution  or  winding  up of the  Company.  No  holder  of  Series A
         Preferred  Shares shall be entitled to receive any amounts with respect
         thereto upon any liquidation,  dissolution or winding up of the Company
         other than the amounts provided for herein.

                  (8)  Repurchases  of Series A  Preferred  Stock by the Issuer.
         Neither the Issuer nor any of its  subsidiaries  shall  repurchase  any
         outstanding shares of Series A Preferred Stock unless the Issuer on the
         same terms  either (i) offers to purchase  all of the then  outstanding
         shares of Series A Preferred Stock or (ii) offers to purchase shares of
         Series  A  Preferred  Stock  from  the  holders  in  proportion  to the
         respective  number of shares of Series A  Preferred  Stock held by each
         holder.   In  any  such   repurchase  by  the  Issuer  or  any  of  its
         subsidiaries,  if all shares of Series A Preferred  Stock are not being
         repurchased,  then the number of shares of Series A Preferred  Stock to
         be  repurchased  shall  be  allocated  among  all  shares  of  Series A
         Preferred  Stock held by holders  which accept the Issuer's  repurchase
         offer so that the shares of Series A  Preferred  Stock are  repurchased
         from such holders in proportion to the  respective  number of shares of
         Series A  Preferred  Stock held by each such holder  which  accepts the
         Issuer's  offer  (or in such  other  proportion  as  agreed by all such
         holders who accept the Issuer's offer).

                  (9)  Shares to be  Retired.  Any  share of Series A  Preferred
         Stock  converted,  redeemed,  repurchased or otherwise  acquired by the
         Corporation shall be retired and canceled and may not be reissued.

                  (10) No Fractional  Shares. In connection with any conversion,
         liquidation,  redemption,  or  otherwise,  the Company shall only issue
         Common Stock in denominations equal to the nearest, lower whole number;
         fractional  shares due holders will be  allocated  their cash value and
         paid by the Company to the holder by check.

                  (11)  Preferred  Rank.  All  shares  of  Common  Stock and all
         additional  shares of preferred stock of the Company shall be of junior
         rank to all Series A Preferred  Shares in respect to the preferences as
         to  dividends  and  distributions  and payments  upon the  liquidation,
         dissolution  and winding up of the Company and the rights of the shares
         of Common  Stock and of any shares of preferred  stock,  other than the
         Series A  Preferred  Stock  shall be  subject  to the  preferences  and
         relative rights of the Series A Preferred Shares.

                  (12) Vote to Change  the Terms of Series A  Preferred  Shares.
         The  affirmative  vote at a meeting duly called for such purpose or the
         written  consent  without a  meeting  of the  holders  of not less than
         two-thirds  (2/3) of the then  outstanding  Series A  Preferred  Shares
         (excluding any Series A Preferred Shares held by the Company or






                                      -12-

<PAGE>



         affiliates of the Company)  shall be required for the Company to amend,
         alter,  change or repeal any of the powers,  designations,  preferences
         and rights of the Series A Preferred Shares.

                  (13) Lost or Stolen Certificates.  Upon receipt by the Company
         of evidence satisfactory to the Company of the loss, theft, destruction
         or mutilation  of any preferred  stock  certificates  representing  the
         Series  A  Preferred  Shares,  and  (in  the  case of  loss,  theft  or
         destruction)  of any  indemnification  undertaking by the holder to the
         Company  that is  reasonably  satisfactory  to the  Company,  and  upon
         surrender and  cancellation of the preferred stock  certificate(s),  if
         mutilated,  the Company shall  execute and deliver new preferred  stock
         certificate(s) of like tenor and date.  However,  the Company shall not
         be  obligated  to  re-issue  such  lost  or  stolen   preferred   stock
         certificates  if  holder  contemporaneously  requests  the  Company  to
         convert such Series A Preferred Shares into Common Stock.

         IN WITNESS  WHEREOF,  the  Company has caused  this  certificate  to be
  signed by Donald C. Welchko , its Chief  Financial  Officer and Vice President
  as of the 21st day of May 1997.

                                            ANICOM, INC.


                                            By: /s/ Donald C. Welchko  
                                                --------------------------------
                                            Title: Vice President and CFO 
                                                  ------------------------------
                                                    



















                                      -13-

<PAGE>



                                    EXHIBIT I

                                  ANICOM, INC.
                              NOTICE OF CONVERSION


Reference is made to the Certificate of Designations,  Preferences and Rights of
Convertible  Preferred Stock, Series A, of Anicom, Inc. (the "Designation").  In
accordance with and pursuant to the Designation,  the undersigned  hereby elects
to convert the number of shares of Convertible  Preferred  Stock,  Series A, par
value $.001 (the "Series A Preferred"),  of Anicom, Inc., a Delaware corporation
(the  "Company"),  indicated below into shares of Common Stock,  par value $.001
(the "Common  Stock"),  of the Company,  by tendering  the stock  certificate(s)
representing  the share(s) of Series A Preferred  specified below as of the date
specified below:
                                                
         Date of  Conversion                      ____________________________
         Number  of  shares  of  Series A         
         Preferred  to be converted:              ____________________________
         Stock certificates no(s). of Series A
         Preferred to be converted:               ____________________________ 

Please confirm the following information:
         Conversion Price:                        ____________________________ 
         Number of shares of Common Stock
         to be issued:                            ____________________________

Please issue the Common Stock into which the Series A Preferred shares are being
converted in the following name and to the following address:
         Issue to:                                ____________________________
                                                  ____________________________
                                                  ____________________________

         Phone No. of converting holder:          ____________________________ 
         Duly executed:                           By _________________________ 
         Name & Title:                            ____________________________
         Dated:                                   ____________________________ 



<PAGE>





                           CERTIFICATE OF AMENDMENT OF
                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                                  ANICOM, INC.


         ANICOM, INC., a corporation  organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY
CERTIFY THAT:
         1.       In accordance  with the  provisions of Section 242 of the Act,
                  an  amendment  to the  Amended  and  Restated  Certificate  of
                  Incorporation of this Corporation has been duly adopted by the
                  Board of Directors of this Corporation and by the stockholders
                  of this Corporation at the Annual Meeting of Stockholders.

         2.       Said  amendment  amends  subparagraph  A of  Article  4 of the
                  Amended and Restated  Certificate of Incorporation so that, as
                  amended,  subparagraph  A of  Article  4  shall  read  in  its
                  entirety as follows:

                  "Authorized  Shares. The total number of shares of all classes
                  of stock which the  Corporation  shall have authority to issue
                  is sixty-one million (61,000,000) shares,  consisting of sixty
                  million  (60,000,000)  shares of Common Stock, $.001 par value
                  per share (the "Common  Stock"),  and one million  (1,000,000)
                  shares of  Preferred  Stock,  $.01 par  value  per share  (the
                  "Preferred Stock")."

         IN WITNESS  WHEREOF,  the undersigned has caused this certificate to be
duly executed this 2nd day of June, 1997.




                                     By     /s/ Carl E. Putnam  
                                            ----------------------------------- 
                                            Carl E. Putnam, President and Chief
                                            Operating Officer




<PAGE>





                           CERTIFICATE OF AMENDMENT OF
                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                                  ANICOM, INC.


         ANICOM, INC., a corporation  organized and existing under and by virtue
of the General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY
CERTIFY THAT:
         1.       In accordance  with the  provisions of Section 242 of the Act,
                  an  amendment  to the  Amended  and  Restated  Certificate  of
                  Incorporation of this Corporation has been duly adopted by the
                  Board of Directors of this Corporation and by the stockholders
                  of this Corporation at the Annual Meeting of Stockholders.

         2.       Said  amendment  amends  subparagraph A of Article Four of the
                  Amended and Restated  Certificate of Incorporation so that, as
                  amended,  subparagraph  A of  Article  Four  shall read in its
                  entirety as follows:

                  "Authorized  Shares. The total number of shares of all classes
                  of stock which the  Corporation  shall have authority to issue
                  is one hundred one million (101,000,000) shares, consisting of
                  one  hundred  million  (100,000,000)  shares of Common  Stock,
                  $.001  par  value  per share  (the  "Common  Stock"),  and one
                  million  (1,000,000) shares of Preferred Stock, $.01 par value
                  per share (the "Preferred Stock")."

         IN WITNESS  WHEREOF,  the undersigned has caused this certificate to be
duly executed this 17th day of July, 1998.

                                      ANICOM, INC.




                                      By:  /s/ Carl E. Putnam 
                                           -----------------------------------
                                           Carl E. Putnam, President and Chief
                                           Operating Officer




<PAGE>





                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                                  ANICOM, INC.


         Anicom,  Inc. (the  "Company"),  a  corporation  organized and existing
under the General Corporation Law of the State of Delaware,  does hereby certify
that, pursuant to authority conferred upon the Board of Directors of the Company
by the Certificate of Incorporation, as amended, of the Company, and pursuant to
Section 151 of the General  Corporation Law of the State of Delaware,  the Board
of  Directors  of the  Company  at a  meeting  duly  held,  adopted  resolutions
providing  for  the  designations,   preferences  and  relative,  participating,
optional or other rights,  and the  qualifications,  limitations or restrictions
thereof,  of Twenty Thousand  (20,000) shares of Series B Convertible  Preferred
Stock, of the Company, as follows:

                  RESOLVED,  that the  Company  is  authorized  to issue  20,000
         shares of Series B Convertible Preferred Stock (the "Series B Preferred
         Stock"), $.01 par value (the "Series B Preferred Shares"),  which shall
         have the following powers, designations,  preferences and other special
         rights:

                  (1) Dividends and Liquidation  Preference.  The holders of the
         Series B  Preferred  Shares  shall be entitled to receive on each share
         issued  and  outstanding,  out of  assets  legally  available  for such
         purpose,  cumulative  preferential  dividends  which  shall  accrue and
         compound  quarterly on each March 1, June 1, September 1 and December 1
         (each, a "Dividend  Reference Date"),  commencing to accrue on the date
         of issuance of such Series B Preferred  Share (the "Issuance  Date") at
         the rate of three percent (3%) per annum of the Liquidation  Preference
         (as defined  below);  such dividends  shall be  cumulative,  and accrue
         daily,  whether  or not  earned,  declared,  or legally  available  for
         payment,  from and after the Issuance Date up to and including the date
         the Series B Preferred  Shares shall no longer be outstanding.  Accrued
         dividends  shall be payable,  in  arrears,  in cash on each March 1 and
         September 1, beginning March 1, 1999 (each, a "Dividend Payment Date").
         The liquidation preference of the


<PAGE>



         Series B Preferred Shares shall be $1,000.00 per share plus any accrued
         and unpaid  dividends  through  the date of  payment  (in the case of a
         redemption  or  Liquidation)  or  conversion,  as the  case may be (the
         "Liquidation Preference").

                  (2) Voting Rights.  The Series B Preferred  Shares will not be
         entitled to any voting rights of any kind,  whether as a separate class
         or together with other classes or series of securities, except that the
         holders of the  Series B  Preferred  Shares  shall be  entitled  to the
         following  rights:  (i) the Series B Preferred  Shares  shall vote as a
         separate class with respect to any proposed amendments to the terms and
         conditions  of the Series B  Preferred  Shares that would be adverse to
         the  holders  of the  Series B  Preferred  Shares;  (ii) so long as the
         Initial  Holder  or its  Permitted  Transferees  own  any  of the  then
         outstanding  Series B Preferred Shares,  following the occurrence of an
         Event of Noncompliance  and until such Event of Noncompliance is cured,
         the Initial Holder or its Permitted Transferees shall, collectively, be
         entitled  to vote  together  with the holders of Common  Stock,  as one
         class, on an as converted basis at the then applicable Conversion Ratio
         (as defined  below) all Series B Preferred  Shares  beneficially  owned
         thereby (as if such Series B Preferred  Shares had been fully converted
         immediately  prior to the date on which a date of  record  is taken for
         such vote,  or, if no record is taken,  the date as of which the record
         holders of Common Stock entitled to vote are to be  determined);  (iii)
         the right to elect the Series B Directors to the extent provided for in
         Section  3(e)  hereof;  (iv)  so  long  as the  Initial  Holder  or its
         Permitted  Transferees  own  any  of  the  then  outstanding  Series  B
         Preferred Shares,  the affirmative vote of the holders of a majority of
         the then outstanding  Series B Preferred  Shares,  voting as a separate
         class and as a single voting group, shall be necessary for authorizing,
         effectuating or validating any Adverse  Organic Change;  (v) so long as
         the Initial  Holder or its  Permitted  Transferees  own any of the then
         outstanding  Series B Preferred  Shares,  in the event that the Company
         desires to purchase or redeem in excess of 5% of the outstanding shares
         of any class of Junior  Securities in one or more  transactions  during
         any twelve (12) consecutive  month period (the "5% Threshold"),  before
         purchasing  or  redeeming  any Junior  Securities  in excess of such 5%
         Threshold  during any such  calendar  quarter,  the Company shall first
         offer to purchase or redeem from the Initial  Holder and its  Permitted
         Transferees all of the outstanding  Series B Preferred  Shares owned by
         the Initial  Holder and its Permitted  Transferees  at a price equal to
         the Liquidation  Preference as of such date; and (vi) such other voting
         rights as may be provided by law.

                  (3)      Redemption.

                           (a) Mandatory Redemption. On the fifth anniversary of
         the Issuance Date (the "Mandatory  Redemption Date"), the Company shall
         redeem all (but,  subject to Section 3(e) hereof, not less than all) of
         the then  outstanding  Series B Preferred  Shares for a price per share
         (the "Redemption Price") equal to the Liquidation Preference as of such
         date. The Redemption Price shall be paid in cash








                                       -2-

<PAGE>



         to the  holders  of the  Series B  Preferred  Shares  on the  Mandatory
         Redemption  Date,  provided that if any holder has not delivered to the
         Company  certificates  representing the Series B Preferred Shares on or
         prior to the Mandatory  Redemption Date, the Company shall send written
         notice to each  such  holder  that the  Mandatory  Redemption  Date has
         occurred and shall pay the Redemption  Price to each such holder within
         ten (10) business days of receipt of its share certificate(s).

                           (b) Redemption at Company's Option. At any time after
         the third anniversary of the Issuance Date, the Company, at its option,
         may redeem all (but not less than all), of the then outstanding  Series
         B Preferred  Shares for a price per share equal to the Redemption Price
         as of the Company Redemption Date by giving notice (a "Call Notice") to
         each holder of Series B Preferred  Shares not less than sixty (60) days
         prior to the Company  Redemption  Date. Such Call Notice shall indicate
         (A) the date that such redemption is to become  effective (the "Company
         Redemption  Date"),  (B) the  applicable  Redemption  Price,  (C) where
         payment of the Redemption  Price will be made, and (D) the then current
         Conversion Price. Notwithstanding the foregoing, the Series B Preferred
         Shares may be converted in accordance with Section 4 hereof at any time
         after a Call Notice has been given, but prior to the Company Redemption
         Date.  On and after the  Company  Redemption  Date,  the  holder of any
         Series B  Preferred  Shares  shall  have no  further  rights  except to
         receive, upon surrender of the certificate(s) representing the Series B
         Preferred Shares, the Redemption Price; provided,  however, that if the
         holder of any Series B Preferred  Shares  delivers  the  certificate(s)
         representing  the Series B Preferred  Shares held by such holder to the
         Company on the Company  Redemption  Date or within  three (3)  business
         days  thereafter  and  the  Company  fails  to pay to such  holder  the
         Redemption  Price with respect to such Series B Preferred Shares within
         thirty (30) days after the Company  Redemption  Date,  then such holder
         will  retain all of its rights as a  shareholder  with  respect to such
         Series B Preferred Shares,  including the accrual of dividends from the
         Redemption Date until such payment is made; provided further,  however,
         that if the  holder  of any  Series B  Preferred  Shares  delivers  the
         certificate(s)  representing the Series B Preferred Shares held by such
         holder to the  Company  after the third  (3rd)  business  day after the
         Company  Redemption Date,  except as set forth in the following clause,
         then such  holder  shall not retain any of its rights as a  shareholder
         with respect to such Series B Preferred  Shares,  including the accrual
         of  dividends;  provided  further,  however,  that if the holder of any
         Series B Preferred Shares delivers the certificate(s)  representing the
         Series B Preferred  Shares held by such holder to the Company after the
         third  (3rd)  business  day after the Company  Redemption  Date and the
         Company fails to pay to such holder the  Redemption  Price with respect
         to such Series B  Preferred  Shares  within  thirty (30) days after the
         date on which such  certificate(s)  have been  delivered to the Company
         (the "Tender Date"),  then such holder will retain all of its rights as
         a shareholder  with respect to such Series B Preferred  Shares from the
         Tender  Date  until  such  payment is made,  including  the  accrual of
         dividends from the Tender Date until such payment is made.







                                       -3-

<PAGE>



                           (c)  Scheduled  Redemption at Holder's  Option.  Each
         holder of Series B Preferred  Shares,  at its  option,  may require the
         Company to redeem all (but not less than all), of the then  outstanding
         Series B Preferred Shares beneficially owned by such holder for a price
         per share equal to the  Redemption  Price as of the  effective  date of
         such  redemption  (i) at any time  after the third  anniversary  of the
         Issuance  Date by giving notice to the Company not less than fifty (50)
         days prior to the date on which such  shares are to be redeemed or (ii)
         at any time following the occurrence of an Event of Noncompliance which
         has not been cured by the  Company by giving  notice to the Company not
         less than one (1)  business  day prior to the date on which such shares
         are to be redeemed.

                           (d)  Special  Redemption  at  Holder's  Option.  As a
         condition  to the issuance or sale by the Company of any Senior or Pari
         Passu  Securities (as defined below),  the Company shall give notice (a
         "Senior or Pari  Passu  Securities  Issuance  Notice")  to the  Initial
         Holder and its Permitted Transferees, so long as the Initial Holder and
         its  Permitted  Transferees  own any of the then  outstanding  Series B
         Preferred  Shares,  not less than ten (10)  business  days prior to the
         date on which such Senior or Pari Passu  Securities are to be issued or
         sold,  describing  in  reasonable  detail  the  powers,   designations,
         preferences  and  other  special  rights of such  Senior or Pari  Passu
         Securities.  Following  any such  notice,  the  Initial  Holder and its
         Permitted Transferees,  so long as the Initial Holder and its Permitted
         Transferees own any of the then outstanding  Series B Preferred Shares,
         at their collective  option, may require the Company to redeem all (but
         not less than all) of the then  outstanding  Series B Preferred  Shares
         then held by the Initial  Holder and its  Permitted  Transferees  for a
         price per share equal to the Redemption  Price as of the effective date
         of such  redemption  by giving  notice (a "Special  Put Notice") to the
         Company  within  five (5)  business  days of the receipt by the Initial
         Holder  and its  Permitted  Transferees  of the  Senior  or Pari  Passu
         Securities  Issuance  Notice.  Upon receipt of such Special Put Notice,
         the Company shall be obligated to redeem all (but not less than all) of
         the then outstanding Series B Preferred Shares then held by the Initial
         Holder and its Permitted Transferees on a date no later than sixty (60)
         days  after the date upon  which the  Senior or Pari  Passu  Securities
         Issuance  Notice was received by the Initial  Holder and its  Permitted
         Transferees.

                           (e)  Insufficient  Funds;  Failure to Redeem.  If the
         funds of the  Company  legally  available  for  redemption  of Series B
         Preferred  Shares are insufficient to redeem the total number of Series
         B  Preferred  Shares to be  redeemed,  those  funds  which are  legally
         available will be used to redeem the maximum  possible number of Series
         B  Preferred  Shares  ratably  among the  holders of such  shares to be
         redeemed  based  upon the  aggregate  Redemption  Price of the Series B
         Preferred Shares held by each such holder. Thereafter,  when additional
         funds of the Company are legally available for the redemption of Series
         B  Preferred  Shares,  such funds will be used to redeem the balance of
         the Series B Preferred Shares which the Company became

                                                     




                                       -4-

<PAGE>



         obligated to redeem but which it has not redeemed (such  redemptions to
         be made on a monthly  basis).  In case fewer  than the total  number of
         Series B Preferred  Shares  represented by any certificate are redeemed
         in any  installment,  a new  certificate  representing  the  number  of
         unredeemed  Series B  Preferred  Shares  will be issued  to the  holder
         without cost to such holder promptly after surrender of the certificate
         representing  the redeemed  Series B Preferred  Shares.  So long as the
         Initial Holder and its Permitted  Transferees  are,  collectively,  the
         owners  of at least  20% of the  then  outstanding  Series B  Preferred
         Shares,  if the  Company  fails to redeem  all of the then  outstanding
         Series B Preferred Shares on or before any redemption date, whether due
         to the lack of  sufficient  funds or  otherwise,  and such  failure  to
         redeem is not cured in full on or before the tenth (10th)  business day
         following  written  notice  from the Initial  Holder and its  Permitted
         Transferee  to the Company of such failure to redeem,  thereafter,  the
         Initial Holder and its Permitted  Transferees shall,  collectively,  be
         entitled to elect two members of the Board of Directors  (the "Series B
         Directors") who shall be entitled to serve until the earlier of (i) the
         redemption  of all of the then  outstanding  Series B Preferred  Shares
         beneficially owned by the Initial Holder and its Permitted Transferees,
         or (ii) the date as of  which  the  Initial  Holder  and its  Permitted
         Transferees no longer are, collectively,  the owners of at least 20% of
         the then outstanding  Series B Preferred Shares.  The Company covenants
         and  agrees to amend its  bylaws,  if  necessary,  and take such  other
         actions  as may be  necessary  to  allow  the  Initial  Holder  and its
         Permitted  Transferees to,  collectively,  elect the Series B Directors
         upon the  occurrence  of the  circumstances  described  in this Section
         3(e).

                  (4)  Conversion  of Series B  Preferred  Shares.  The Series B
         Preferred  Shares shall be  convertible  into shares of Common Stock on
         the following terms and conditions:

                           (a) Conversion by Holder.  Upon written notice to the
         Company by the holder  thereof,  each Series B Preferred Share shall be
         convertible  at any time into a number of fully paid and  nonassessable
         shares  (calculated  to the nearest  whole share) of Common Stock to be
         determined by dividing the  Liquidation  Preference by the then current
         Conversion Price (the "Conversion Ratio").

                           (b) Mandatory  Conversion.  If, at any time following
         the  Issuance  Date,  the  Average  Trading  Price of the Common  Stock
         exceeds the  percentage of the Conversion  Price set forth below,  then
         the corresponding number of Series B Preferred Shares will convert into
         Common Stock at the then  applicable  Conversion  Ratio  automatically,
         without further action required of the Company or holders thereof, such
         conversion  to be  allocated  among the  holders  thereof on a pro rata
         basis based upon their respective holdings:


                                                 



                                       -5-

<PAGE>



       Average Trading Price as a            Number of Series B Preferred
     Percentage of Conversion Price             Shares to be Converted
     ------------------------------     --------------------------------------

                  130%                    6,667 (less any Series B Preferred
                                             Shares previously converted)
                  160%                    13,333 (less any Series B Preferred
                                             Shares previously converted)
                  190%
                                          20,000 (less any Series B Preferred
                                             Shares previously converted)

                           (c)  Adjustment  to  Conversion  Price.  In  order to
         prevent dilution of the conversion  rights granted to holders of Series
         B Preferred Shares  hereunder,  the Conversion Price will be subject to
         adjustment from time to time pursuant to this Section 4(c).

                                    (i)  Adjustment  of  Conversion  Price  upon
         Subdivision or Combination of Common Stock.  If the Company at any time
         subdivides (by any stock split,  stock  dividend,  recapitalization  or
         otherwise)  one or more  classes  of its  outstanding  shares of Common
         Stock into a greater number of shares,  the Conversion  Price in effect
         immediately prior to such subdivision will be proportionately  reduced,
         and if the Company at any time combines (by combination,  reverse stock
         split or otherwise)  one or more classes of its  outstanding  shares of
         Common Stock into a smaller number of shares,  the Conversion  Price in
         effect  immediately  prior to such combination will be  proportionately
         increased.

                                    (ii)    Reorganization,    Reclassification,
         Consolidation,  Merger or Sale. Any  recapitalization,  reorganization,
         reclassification,  consolidation,  merger, sale of all or substantially
         all of the  Company's  assets to  another  Person or other  transaction
         which is  effected  in such a way that  holders  of  Common  Stock  are
         entitled to receive (either  directly or upon  subsequent  liquidation)
         stock,  securities  or assets with respect to or in exchange for Common
         Stock  is  referred  to  herein  as  "Organic  Change."  Prior  to  the
         consummation of any Organic Change,  the Company will make  appropriate
         provision  to ensure that each of the holders of the Series B Preferred
         Shares will thereafter have the right to acquire and receive in lieu of
         or  addition  to (as the  case  may  be) the  shares  of  Common  Stock
         immediately  theretofore  acquirable and receivable upon the conversion
         of such  holder's  Series B  Preferred  Shares,  such  shares of stock,
         securities  or assets as may be issued or payable with respect to or in
         exchange  for  the  number  of  shares  of  Common  Stock   immediately
         theretofore  acquirable  and  receivable  upon the  conversion  of such
         holder's  Series B Preferred  Shares had such Organic  Change not taken
         place.  In any such case, the Company will make  appropriate  provision
         with respect to such  holders'  rights and interests to ensure that the
         provisions  of this Section 4(c) will  thereafter  be applicable to the
         Series B Preferred Shares. The Company will not effect any such Organic
         Change,  unless prior to the consummation thereof, the successor entity
         (if other than the Company) resulting from consolidation

                                    







                                       -6-

<PAGE>



         or merger or the entity  purchasing  such  assets  assumes,  by written
         instrument,  the  obligation  to  deliver  to each  holder  of Series B
         Preferred  Shares  such  shares of stock,  securities  or assets as, in
         accordance with the foregoing  provisions,  such holder may be entitled
         to acquire.

                                    (iii)   Notices.

                                            (A) Immediately  upon any adjustment
         of the Conversion  Price,  the Company will give written notice thereof
         to  each  holder  of  Series  B  Preferred  Shares,  setting  forth  in
         reasonable detail and certifying the calculation of such adjustment.

                                            (B) The  Company  will give  written
         notice to each holder of Series B Preferred Shares at least twenty (20)
         days prior to the date on which the Company  closes its books or sets a
         record date (I) with respect to any dividend or  distribution  upon the
         Common Stock, (II) with respect to any pro rata  subscription  offer to
         holders of Common  Stock or (III) for  determining  rights to vote with
         respect to any Organic Change or Liquidation; provided that in no event
         shall such notice be provided to such holder prior to such  information
         being made known to the public.

                                            (C)  The  Company   will  also  give
         written  notice to each  holder of Series B  Preferred  Shares at least
         twenty  (20)  days  prior to the date on which  any  Organic  Change or
         Liquidation will take place.

                                            (D) The Company  shall give  written
         notice to the holders of the Series B Preferred  Shares  promptly after
         the  occurrence of the  automatic  conversion of the Series B Preferred
         Shares into Common Stock as set forth in Section 4(b) hereof.

                           (d)  Mechanics  of  Conversion.  Subject  to  and  in
         compliance with all federal and state  securities  laws, the conversion
         of Series B Preferred  Shares pursuant to this Section 4 will be deemed
         to have been effected (and the holder  thereof will be deemed to be the
         registered   holder  of  the  Conversion   Shares),   automatically  if
         conversion is pursuant to Section 4(b) hereof,  or, if converted at the
         option of the holder of Series B Preferred  Shares  pursuant to Section
         4(a)  hereof,   by  and  on  the  date  of  surrender  of  certificates
         representing  the Series B  Preferred  Shares  being  converted  to the
         Company at its principal place of business, together with the Notice of
         Conversion  attached hereto as Exhibit I. As soon as practicable  after
         such conversion,  the Company shall cause the transfer agent to deliver
         to the  registered  holder thereof (a) a certificate  representing  the
         shares of Common  Stock to which the holder is  entitled as a result of
         such  conversion,  and (b) a new  certificate  for  Series B  Preferred
         Shares for the unconverted shares of Series B Preferred Shares, if any,
         represented by the  surrendered  certificate.  The Company shall at all
         times reserve for issuance a

                                                 









                                       -7-

<PAGE>



         sufficient  number of shares of Common Stock to be issued as Conversion
         Shares, and upon issuance thereof, the Conversion Shares shall be fully
         paid and nonassessable.

                           (e) Record Holder.  The person or persons entitled to
         receive the shares of Common Stock issuable upon a conversion of Series
         B  Preferred  Shares  shall be treated  for all  purposes as the record
         holder or  holders  of such  shares of Common  Stock on the  Conversion
         Date.

                  (5)      Transferability

                           (a)  Right  of  First  Offer.  Prior  to  selling  or
         otherwise  disposing  (each,  a  "Transfer")  of any Series B Preferred
         Shares to any  Person,  other than a Permitted  Transferee,  the holder
         proposing  to make such  Transfer  (the  "Transferring  Holder")  shall
         deliver a written notice (an "Offer Notice") to the Company.  The Offer
         Notice  shall  disclose in  reasonable  detail the  proposed  number of
         Series B Preferred  Shares to be  transferred  (the  "Offered  Series B
         Preferred  Shares")  and  the  proposed  terms  and  conditions  of the
         Transfer. The Company may elect to purchase all (but not less than all)
         of the Offered Series B Preferred  Shares at the price and on the terms
         specified therein by delivering  written notice of such election to the
         Transferring  Holder  within  ten (10)  business  days  (the  "Election
         Period")  after the  delivery of the Offer  Notice.  If the Company has
         elected to purchase all of the Offered  Series B Preferred  Shares from
         the  Transferring   Holder,  the  transfer  of  such  shares  shall  be
         consummated  within thirty (30) days after the Company's  notice of its
         intent to  purchase  such  shares on the terms and upon the  conditions
         specified in the Offer  Notice.  To the extent that the Company has not
         elected to purchase all of the Offered Series B Preferred  Shares,  the
         Transferring   Holder  may,  within  forty-five  (45)  days  after  the
         expiration of the Election Period, transfer all (but not less than all)
         of such  Offered  Series B Preferred  Shares to one or more  Persons in
         concurrent  transactions  at a price no less  than the  price per share
         specified in the Offer Notice and on other terms no more favorable than
         offered to the Company in the Offer  Notice.  Prior to any  transfer of
         any Offered Series B Preferred  Shares after such  forty-five  (45) day
         period has expired,  such Offered Series B Preferred Shares shall first
         be offered to the Company under this Section 5(a).

                           (b) Securities Law  Restrictions.  In addition to the
         terms set forth in Section 5(a) hereof,  the Series B Preferred  Shares
         may not be  transferred,  except  pursuant to an exemption or exclusion
         from the registration requirements under the Securities Act of 1933, as
         amended,  which does not  require  the filing by the  Company  with the
         Securities  and  Exchange  Commission  of any  registration  statement,
         offering  circular or other document,  in which case, the  Transferring
         Holder shall first  supply to the Company an opinion of counsel  (which
         opinion and counsel  shall be reasonably  satisfactory  to the Company)
         that such exemption or exclusion is available; provided

                                                       









                                       -8-

<PAGE>



         that no such  opinion of counsel  shall be required  with  respect to a
         transfer by the Initial Holder to a Permitted Transferee.

                           (c)  Legend.  Each  certificate  evidencing  Series B
         Preferred Shares shall be stamped or otherwise  imprinted with a legend
         in substantially the following form:

                  "THESE    SECURITIES   ARE   SUBJECT   TO    RESTRICTIONS   ON
                  TRANSFERABILITY  AND  RESALE  AND  MAY NOT BE  TRANSFERRED  OR
                  RESOLD OTHER THAN TO A PERMITTED TRANSFEREE EXCEPT PURSUANT TO
                  AN AVAILABLE  EXEMPTION OR EXCLUSION FROM  REGISTRATION  UNDER
                  THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  PROVIDED  THAT AN
                  OPINION OF COUNSEL, IN FORM AND SUBSTANCE  SATISFACTORY TO THE
                  COMPANY, HAS BEEN GIVEN BY COUNSEL SATISFACTORY TO THE COMPANY
                  TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED.  IN ADDITION,
                  THESE    SECURITIES   ARE   SUBJECT   TO    RESTRICTIONS    ON
                  TRANSFERABILITY  AND RESALE  PURSUANT  TO THE  CERTIFICATE  OF
                  DESIGNATIONS,  PREFERENCES  AND RIGHTS OF SERIES B CONVERTIBLE
                  PREFERRED STOCK, OF THE COMPANY (THE  "DESIGNATIONS").  A COPY
                  OF SUCH DESIGNATIONS  SHALL BE FURNISHED WITHOUT CHARGE BY THE
                  COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST."

                  (6)      Certain Definitions.

                  "Adverse   Organic   Change"   means   any   recapitalization,
         reorganization, reclassification,  consolidation, merger or sale of all
         or substantially all of the Company's assets to another Person or other
         transaction  which is effected  in such a way that  holders of Series B
         Preferred  Stock are  entitled  to  receive  (either  directly  or upon
         subsequent  liquidation) stock,  securities or assets,  other than cash
         per share equal to the  Liquidation  Preference or other than shares of
         capital  stock of the Company or  successor  entity  having  rights and
         preferences  no less  favorable to those provided to the holders of the
         Series B Preferred Shares prior to such transaction.

                           "Average Trading Price" means, as of a given date, an
         amount equal to the  arithmetic  average of the last closing sale price
         of the Common Stock on the Principal Market for the Measurement  Period
         as reported by Bloomberg Financial Markets, absent manifest error.








                                       -9-

<PAGE>



                           "Conversion   Price"   means   $14.25,   subject   to
         adjustment as provided in Section 4(c) hereof.

                           "Conversion  Date" means, as to any particular Series
         B Preferred Shares,  the date such shares are  automatically  converted
         pursuant to Section 4(b) and in the case of a  conversion  by a holder,
         the date on which such holder delivers to the Company the  certificates
         representing the Series B Preferred Stock being converted or such later
         date as may be specified by such holder in the Notice of Conversion.

                           "Conversion  Shares"  means  shares of the  Company's
         Common  Stock,  US $.001 par value,  issuable  upon  conversion  of the
         Series B Preferred Shares, as provided in Section 4 hereof.

                           "Event of  Noncompliance"  means the  failure  by the
         Company to (i)  declare a dividend  pursuant to Section 1 hereof on any
         Dividend  Reference  Date,  (ii) pay a dividend  pursuant  to Section 1
         hereof on any Dividend  Payment Date or (iii) pay the Redemption  Price
         when due, in any such case, which failure continues for a period of ten
         (10) business  days  following  notice  thereof to the Company from the
         holders of the Series B Preferred Shares.

                           "Initial  Holder" means the Person to whom the Series
         B Preferred Shares are initially issued by the Company.

                           "Junior   Securities"   shall  mean   shares  of  the
         Company's  Common  Stock,  US $.001 par value per share,  and any other
         class of capital stock of the Company which by its terms is subordinate
         in liquidation preference and payment of dividends to the rights of the
         holders of the Series B Preferred Stock.

                           "Measurement  Period"  means a ten  (10)  consecutive
         trading day  period,  provided  that if the  aggregate  trading  volume
         reported by Bloomberg  Financial Markets (absent manifest error) during
         such period is less than 1,300,000  shares of Common Stock,  additional
         trading  days  will  be  added  to the  Measurement  Period  until  the
         Measurement  Period covers the first to occur of (A) aggregate  trading
         volume of 1,300,000  shares of Common Stock, or (B) twenty  consecutive
         trading  days with an  aggregate  trading  volume  of at least  450,000
         shares of Common Stock.

                           "Permitted Transferee" means (i) Ronald Stern (or, in
         the  event of  Ronald  Stern's  death or  permanent  incompetency,  his
         personal  representative  for  purposes  of the  administration  of his
         estate or the  protection  and  management  of his  assets) or (ii) any
         other  Person,  directly  or  indirectly,  controlled  by, or under the
         common control of, Ronald Stern as of the date of any Transfer thereto.







                                      -10-

<PAGE>



                           "Person"  means an  individual,  a limited  liability
         company,  a partnership,  a joint venture,  a corporation,  a trust, an
         association  or  other  entity  or  organization,   an   unincorporated
         organization and a government or any department or agency thereof.

                           "Principal  Market"  means  the  quotation  system or
         national  exchange from among the Nasdaq National Market,  the New York
         Stock Exchange or the American Stock Exchange,  or any successor to any
         of the  foregoing,  upon  which  the  largest  volume  of shares of the
         Company's  Common Stock shall have traded during the sixty (60) trading
         days prior to the date of determination.

                           "Senior  or Pari Passu  Securities"  means any equity
         securities (or any securities  convertible into or exchangeable for any
         equity  securities) which are senior or pari passu in rank and priority
         with the Series B Preferred  Shares in respect to the preferences as to
         dividends, distributions or redemptions or payments upon a Liquidation.
                  (7) Taxes.  The Company  shall pay any and all taxes which may
         be imposed  upon it with respect to the issuance and delivery of Common
         Stock upon the  conversion  of the Series B Preferred  Shares as herein
         provided.  The  Company  shall not be  required in any event to pay any
         transfer or other taxes by reason of the  issuance of such Common Stock
         in names  other  than  those in which  the  Series B  Preferred  Shares
         surrendered for conversion are registered on the Company's records, and
         no such conversion or issuance of Common Stock shall be made unless and
         until the person  requesting  such issuance has paid to the Company the
         amount of any such tax, or has  established to the  satisfaction of the
         Company and its transfer agent, if any, that such tax has been paid.

                  (8) Liquidation,  Dissolution, Winding-Up. In the event of any
         voluntary or involuntary liquidation,  dissolution or winding up of the
         Company (a "Liquidation"), the holders of the Series B Preferred Shares
         shall be entitled to receive in cash out of the assets of the  Company,
         whether from capital or from earnings available for distribution to its
         stockholders (the "Preferred  Funds"),  before any amount shall be paid
         to the  holders  of any  Junior  Securities,  an  amount  per  Series B
         Preferred Share equal to the Liquidation Preference;  provided that, if
         the Preferred Funds are  insufficient to pay the full amount due to the
         holders  of Series B  Preferred  Shares,  then each  holder of Series B
         Preferred  Shares shall  receive a percentage  of the  Preferred  Funds
         equal to the full amount of Preferred Funds payable to such holder as a
         percentage of the full amount of Preferred Funds payable to all holders
         of Series B Preferred Shares. The purchase or redemption by the Company
         of stock of any class,  in any manner  permitted by law, shall not, for
         the  purposes  hereof,  be  regarded  as  a  Liquidation.  Neither  the
         consolidation  or merger of the Company with or into any other  Person,
         nor the sale or transfer by the Company of less than  substantially all
         of its  assets,  shall,  for the  purposes  hereof,  be  deemed to be a
         Liquidation. No holder of









                                      -11-

<PAGE>



         Series B Preferred Shares shall be entitled to receive any amounts with
         respect  thereto upon any Liquidation  other than the amounts  provided
         for herein.

                  (9)  Shares to be  Retired.  Any  share of Series B  Preferred
         Stock  converted,  redeemed,  repurchased or otherwise  acquired by the
         Company shall be retired and canceled and may not be reissued.

                  (10) No Fractional  Shares. In connection with any conversion,
         Liquidation,  redemption,  or  otherwise,  the Company shall only issue
         Common Stock in denominations equal to the nearest, lower whole number;
         fractional  shares due holders will be  allocated  their cash value and
         paid by the Company to the holder by check.

                  (11)  Preferred  Rank.  All shares of Common Stock shall be of
         junior  rank  to all  Series  B  Preferred  Shares  in  respect  to the
         preferences  as to dividends  and  distributions  and  payments  upon a
         Liquidation  and the  rights of the  shares of  Common  Stock  shall be
         subject  to  the  preferences  and  relative  rights  of the  Series  B
         Preferred Shares.

                  (12) Lost or Stolen Certificates.  Upon receipt by the Company
         of evidence satisfactory to the Company of the loss, theft, destruction
         or mutilation  of any preferred  stock  certificates  representing  the
         Series  B  Preferred  Shares,  and  (in  the  case of  loss,  theft  or
         destruction)  of any  indemnification  undertaking by the holder to the
         Company  that is  reasonably  satisfactory  to the  Company,  and  upon
         surrender and  cancellation of the preferred stock  certificate(s),  if
         mutilated,  the Company shall  execute and deliver new preferred  stock
         certificate(s) of like tenor and date.  However,  the Company shall not
         be  obligated  to  re-issue  such  lost  or  stolen   preferred   stock
         certificates  if  holder  contemporaneously  requests  the  Company  to
         convert such Series B Preferred Shares into Common Stock.

                  (13) Shareholder Action. Except as otherwise set forth herein,
         any  matter to be voted upon by the  holders of the Series B  Preferred
         Shares may be  approved  by the  written  consent  of the  holders of a
         majority of the then outstanding Series B Preferred Shares.

                  (14) Additional Series B Preferred Shares.  The Company hereby
         covenants and agrees that, other than the Series B Preferred Shares, it
         shall  not  authorize  or  issue  any  additional  shares  of  Series B
         Preferred Stock.

         IN WITNESS  WHEREOF,  the  Company has caused  this  certificate  to be
signed by Donald C. Welchko, its Vice President as of the 18th day of September,
1998.


                                           ANICOM, INC.

                                           By: /s/ Donald C. Welchko
                                               -------------------------
                                           Title: Vice President
                                                 -----------------------




 


                                      -12-

<PAGE>



                                    EXHIBIT I

                                  ANICOM, INC.
                              NOTICE OF CONVERSION


Reference is made to the Certificate of Designations,  Preferences and Rights of
Series B Convertible  Preferred Stock of Anicom,  Inc. (the  "Designation").  In
accordance with and pursuant to the Designation,  the undersigned  hereby elects
to convert the number of shares of Series B  Convertible  Preferred  Stock,  par
value $.01 (the "Series B Preferred"),  of Anicom,  Inc., a Delaware corporation
(the  "Company"),  indicated below into shares of Common Stock,  par value $.001
(the "Common  Stock"),  of the Company,  by tendering  the stock  certificate(s)
representing  the share(s) of Series B Preferred  specified below as of the date
specified below:

         Date of Conversion                       _______________________
         Number of shares of Series B              
         Preferred to be converted:               _______________________
         Stock certificates no(s). of Series B
         Preferred to be converted:               _______________________

Please confirm the following information:
         Conversion Price:                        _______________________
         Number of shares of Common Stock
         to be issued:                            _______________________

Please issue the Common Stock into which the Series B Preferred Shares are being
converted in the following name and to the following address:
         Issue to:



         Phone No. of converting holder:          _______________________
         Duly executed:                           By_____________________
         Name & Title:                            _______________________
         Dated:                                   _______________________





<PAGE>








                           CERTIFICATE OF DESIGNATIONS

                                       of

                  SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                                  ANICOM, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)



         ANICOM,  INC., a corporation  organized and existing  under the General
Corporation  Law of the State of Delaware  (hereinafter  called the  "Company"),
hereby  certifies  that the  following  resolution  was  adopted by the Board of
Directors  of the Company as required by Section 151 of the General  Corporation
Law at a meeting duly called and held on March 16, 1999:

         RESOLVED,  that pursuant to the authority  granted to and vested in the
Board of Directors of this Company  (hereinafter called the "Board of Directors"
or the "Board") in accordance  with the  provisions  of the  Company's  Restated
Certificate of Incorporation,  the Board of Directors hereby creates a series of
Preferred  Stock,  par value  $.01 per share  (the  "Preferred  Stock"),  of the
Company and hereby states the  designation  and number of shares,  and fixes the
relative rights, preferences, and limitations thereof as follows:

         Series C Junior Participating Preferred Stock:

         Section 1.  Designation and Amount.  The shares of such series shall be
designated  as "Series C Junior  Participating  Preferred  Stock" (the "Series C
Preferred  Stock") and the number of shares  constituting the Series C Preferred
Stock  shall  initially  be 50,000.  Such number of shares may be  increased  or
decreased by resolution of the Board of  Directors;  provided,  that no decrease
shall  reduce the number of shares of Series C Preferred  Stock to a number less
than the number of shares then  outstanding  plus the number of shares  reserved
for issuance  upon the exercise of  outstanding  options,  rights or warrants or
upon the  conversion  of any  outstanding  securities  or  rights  issued by the
Company  convertible into Series C Preferred Stock and further provided that the
Board of Directors shall increase the number of shares constituting the Series C
Preferred  Stock to the  extent  necessary  for the  Company  to have  available
sufficient  shares of such Series C Preferred  Stock available to fulfill all of
the Company's obligations to holders of securities and Rights of the Company.


                                                        












                                      -1-

<PAGE>



         Section 2.        Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
         series of  Preferred  Stock (or any similar  stock)  ranking  prior and
         superior to the Series C Preferred Stock with respect to dividends, the
         holders of shares of Series A Preferred  Stock,  in  preference  to the
         holders of Common Stock, par value $.01 per share (the "Common Stock"),
         of the  Company,  and of any other junior  stock,  shall be entitled to
         receive,  when, as and if declared by the Board of Directors out of the
         funds legally available for the purpose,  dividends payable when and as
         dividends are declared on the Common Stock in an amount, subject to the
         provision for adjustment  hereinafter  set forth,  equal to 1,000 times
         the aggregate per share amount of all cash  dividends,  and 1,000 times
         the  aggregate  per  share  amount  (payable  in kind) of all  non-cash
         dividends or other distributions,  declared on the Common Stock (except
         as provided in the next  sentence).  In the event the Company  shall at
         any time  declare or pay any  dividend on the Common  Stock  payable in
         shares of Common  Stock,  or effect a  subdivision  or  combination  or
         consolidation   of  the   outstanding   shares  of  Common   Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such case the amount to which holders of shares of
         Series C Preferred Stock were entitled  immediately prior to such event
         under the  preceding  sentence  shall be adjusted by  multiplying  such
         amount 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 Company  shall declare a dividend or  distribution  on
         the Series C  Preferred  Stock as  provided  in  paragraph  (A) of this
         Section 2 immediately  after it declares a dividend or  distribution on
         the Common Stock.

         Section 3.  Voting Rights.  The holders of shares of Series C Preferred
Stock shall have the following voting rights:

                  (A) Each share of Series A Preferred  Stock shall  entitle the
         holder thereof to 1,000 votes on all matters submitted to a vote of the
         stockholders of the Company.

                  (B)  Except  as  otherwise   provided  herein,  in  any  other
         Certificate of Designations creating a series of Preferred Stock or any
         similar  stock,  or by law, the holders of shares of Series C Preferred
         Stock and the holders of shares of Common  Stock and any other  capital
         stock of the Company  having  general voting rights shall vote together
         as one class on all matters  submitted to a vote of stockholders of the
         Company.

                  (C) Except as set forth  herein,  or as otherwise  provided by
         law,  holders of Series C Preferred  Stock shall have no special voting
         rights and their consent shall not be

                                                   










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<PAGE>



         required  (except to the extent they are  entitled to vote with holders
         of Common Stock as set forth herein) for taking any corporate action.

         Section 4.  Reacquired  Shares.  Any shares of Series C Preferred Stock
purchased or otherwise acquired by the Company 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 subject to
the conditions and  restrictions on issuance set forth herein,  in the Company's
Restated   Certificate  of  Incorporation,   or  in  any  other  Certificate  of
Designations  creating a series of  Preferred  Stock or any similar  stock or as
otherwise required by law.

         Section  5.   Liquidation,   Dissolution   or  Winding   Up.  Upon  any
liquidation,  dissolution or winding up of the Company, no distribution shall be
made  (1) to the  holders  of  shares  of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series C
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series C
Preferred  Stock shall have received an aggregate  amount per share,  subject to
the provision for  adjustment  hereinafter  set forth,  equal to 1,000 times the
aggregate  amount to be  distributed  per share to  holders  of shares of Common
Stock. In the event the Company shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the aggregate  amount to which holders of shares of Series C Preferred
Stock were entitled  immediately prior to such event under the proviso in clause
(1) of the preceding  sentence shall be adjusted by multiplying such amount 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.

         Section 6. Consolidation,  Merger, etc. In case the Company 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  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 1,000  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.
In the event the Company  shall at any time  declare or pay any  dividend on the
Common  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series C  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator

                                                      








                                       -3-

<PAGE>


of which  is the  number  of  shares  of  Common  Stock  that  were  outstanding
immediately prior to such event.

         Section 7. No Redemption.  The shares of Series C Preferred Stock shall
not be redeemable.

         Section 8. Rank. The Series C Preferred  Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the Company's Preferred Stock.

         Section 9. Amendment.  The Certificate of  Incorporation of the Company
shall not be amended in any manner  which would  materially  alter or change the
powers,  preferences or special rights of the Series C Preferred  Stock so as to
affect them adversely  without the  affirmative  vote of the holders of at least
two-thirds  of the  outstanding  shares  of  Series C  Preferred  Stock,  voting
together as a single class.

         IN WITNESS  WHEREOF,  this  Certificate of  Designations is executed on
behalf of the Company by its Chairman and Chief  Executive  Officer and attested
by its Corporate Secretary this 25th day of March, 1999.



                                       /s/ SCOTT C. ANIXTER 
                                       ------------------------------------ 
                                       Scott C. Anixter
                                       Chairman and Chief Executive Officer

Attest:

/s/ DAVID R. SHEVITZ  
-------------------------                
David R. Shevitz
Corporate Secretary













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