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JOHNSTON INDUSTRIES, INC. AND SUBSIDIARIES

EXHIBIT 3.1(D)

CERTIFICATE OF DESIGNATION BY THE BOARD OF DIRECTORS

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                                 CERTIFICATE OF
                     DESIGNATION, PREFERENCES AND RIGHTS OF
                 SERIES X JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                           JOHNSTON INDUSTRIES, INC.

             Pursuant to Section 151 of the General Corporation Law
                            of the State of Delaware


         We, D. Clark Ogle, President and Chief Executive Officer, and F.
Ferrell Walton, Secretary of JOHNSTON INDUSTRIES, INC., a corporation organized
and existing under the General Corporation Law of the State of Delaware, in
accordance with provisions of Section 103 thereof, DO HEREBY CERTIFY:

         That pursuant to the authority conferred upon the Board of Directors
by the Certificate of Incorporation, as amended, of the said Corporation, the
said Board of Directors on April 19, 1999, adopted the following resolution
creating a series of 200,000 shares of Preferred Stock designated as Series X
Junior Participating Preferred Stock:

                           RESOLVED, that a series of the Corporation's
                  Preferred Stock consisting of 200,000 shares of Preferred
                  Stock, par value $.01 per share, be and hereby is, designated
                  as "Series X Junior Participating Preferred Stock" (the
                  "Series X Preferred Stock"), and that the Series X Preferred
                  Stock shall have the designations, powers, preferences,
                  rights and qualifications, limitations and restrictions
                  substantially as set forth in the Certificate of Designation,
                  Preferences and Rights of Series X Junior Participating
                  Preferred Stock (the "Certificate") attached as Exhibit A.

         This Certificate states that the Board of Directors does hereby fix
and herein state and express such designations, powers, preferences and
relative and other special rights and qualifications, limitations and
restrictions thereof as follows (all terms used herein which are defined in the
Certificate of Incorporation shall be deemed to have the meanings provided
therein).

         SECTION  1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series X Junior Participating Preferred Stock" (the "Series X
Preferred Stock") and the number of shares constituting such series shall be
200,000. Such number of shares of Series X Preferred Stock may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of shares of Series X Preferred Stock to a number less
than the number of shares of Series X Preferred Stock then outstanding plus the
number of shares of Series X Preferred Stock reserved for issuance upon the
exercise of outstanding options, rights or warrants exercisable for, or upon
the conversion of any outstanding securities issued by the Corporation
convertible into, Series X Preferred Stock.


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         SECTION  2. DIVIDENDS AND DISTRIBUTIONS.

         (A)      Subject to the prior and superior rights of the holders of
any shares of any series of preferred stock ranking prior and superior to the
shares of Series X Preferred Stock with respect to dividends, the holders of
shares of Series X Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors out of funds legally available for the
purpose, dividends payable in cash in an amount per share (rounded to the
nearest cent), subject to the provision for adjustment hereinafter set forth,
equal to 100 (the "Dividend Factor") times the aggregate per share amount of
all cash dividends, and the Dividend Factor times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions
(other than a dividend payable in shares of the Common Stock, par value $.01
per share, of the Corporation (the "Common Stock") or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise)),
declared on the Common Stock since the first issuance of any share or fraction
of a share of Series X Preferred Stock. In the event the Corporation shall at
any time after April 19, 1999 (the "Rights Declaration Date") (i) declare any
dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock or (iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the Dividend Factor in the
immediately preceding sentence shall be adjusted by multiplying the Dividend
Factor by a fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding immediately prior to
such event.

         (B)      The Corporation shall declare a dividend or distribution on
the Series X Preferred Stock as provided in paragraph (A) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock).

         (C)      Dividends shall begin to accrue and be cumulative on
outstanding shares of Series X Preferred Stock from the date of declaration of
dividends on the Common Stock (other than a dividend payable in shares of
Common Stock). Accrued but unpaid dividends shall not bear interest. Dividends
paid on the shares of Series X Preferred Stock in an amount less than the total
amount of such accrued dividends shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding. The Board
of Directors may fix a record date for the determination of holders of shares
of Series X Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be no more than 30 days
prior to the date fixed for the payment thereof.

         SECTION  3. VOTING RIGHTS. The holders of shares of Series X Preferred
Stock shall have the following voting rights:

         (A)      Subject to the provision for adjustment hereinafter set
forth, each share of Series X Preferred Stock shall entitle the holder thereof
to 100 votes on all matters submitted to a vote of the stockholders of the
Corporation for each matter with respect to which the holders of Common Stock
are entitled to vote. In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii)
combine the outstanding Common Stock into a smaller number of shares, then in
each case the number of votes per share to which holders of shares of Series X
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         (B)      Except as otherwise provided herein or by law, the holders of
shares of Series X Preferred Stock and the holders of shares of Common Stock
shall vote together as one class on all matters submitted to a vote of
stockholders of the Corporation.


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         (C)      Except as otherwise provided herein or provided by law, the
holders of shares of Series X Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for taking
any corporate action.

         SECTION  4. CERTAIN RESTRICTIONS.

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

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

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

                  (iii)    redeem or purchase or otherwise acquire for
         consideration shares of any stock ranking on a parity (either as to
         dividends or upon liquidation, dissolution or winding up) with the
         Series X Preferred Stock, provided that the Corporation may at any
         time redeem, purchase or otherwise acquire shares of any such parity
         stock in exchange for shares of any stock of the Corporation ranking
         junior (both as to dividends and upon dissolution, liquidation or
         winding up) to the Series X Preferred Stock; or

                  (iv)     purchase or otherwise acquire for consideration any
         shares of Series X Preferred Stock, or any shares of stock ranking on
         a parity (either as to dividends or upon liquidation, dissolution or
         winding up) with the Series X Preferred Stock, except in accordance
         with a purchase offer made in writing or by publication (as determined
         by the Board of Directors) to all holders of such shares upon such
         terms as the Board of Directors, after consideration of the respective
         annual dividend rates and other relative rights and preferences of the
         respective series and classes, shall determine in good faith will
         result in fair and equitable treatment among the respective series or
         classes.

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

         SECTION  5. REACQUIRED SHARES. Any shares of Series X Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock and may be reissued as part of a new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors, subject
to the conditions and restrictions on issuance set forth herein.

         SECTION  6. LIQUIDATION, DISSOLUTION OR WINDING UP.

         (A)      Upon any liquidation (voluntary or otherwise), dissolution or
winding up of the Corporation, no distribution shall be made to the holders of
shares of stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series X Preferred Stock unless, prior
thereto, the holders of shares of Series X Preferred Stock shall have received
$100 per share, plus an amount equal to accrued and


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unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment (the "Series X Liquidation Preference"). Following the
payment of the full amount of the Series X Liquidation Preference, no
additional distributions shall be made to the holders of shares of Series X
Preferred Stock unless, prior thereto, the holders of shares of Common Stock
shall have received an amount per share (the "Common Stock Liquidation Amount")
equal to the quotient obtained by dividing (i) the Series X Liquidation
Preference by (ii) 100 (as appropriately adjusted as set forth in subparagraph
(C) below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause
(ii), the "Adjustment Number"). Following the payment of the full amount of the
Series X Liquidation Preference and the Common Stock Liquidation Amount in
respect of all outstanding shares of Series X Preferred Stock and Common Stock,
respectively, holders of Series X Preferred Stock and holders of shares of
Common Stock shall receive their ratable and proportionate share of remaining
assets to be distributed in the ratio of the Adjustment Number to 1 with
respect to such Preferred Stock and Common Stock, on a per share basis,
respectively.

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

         (C)      In the event the Corporation shall at any time after the
Rights Declaration Date (i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding Common Stock, (iii)
combine the outstanding Common Stock into a smaller number of shares, (iv)
reclassify the Common Stock or (v) effect a recapitalization of the Common
Stock, then in each such case the Adjustment Number in effect immediately prior
to such event shall be adjusted by multiplying such Adjustment Number by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

         SECTION  7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series X Preferred Stock shall at the same time be similarly exchanged or
changed in an amount per share (subject to the provision for adjustment
hereinafter set forth) equal to 100 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 Corporation shall at any time after the Rights Declaration
Date (i) declare any dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a smaller number of shares, then in each such
case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series X 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 of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

         SECTION  8. NO REDEMPTION. The shares of Series X Preferred Stock
shall not be redeemable.

         SECTION  9. RANKING. The Series X Preferred Stock shall rank junior to
all other series of the Corporation's preferred stock, if any, as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise. Nothing in this Certificate shall limit
the power of the Board of Directors to create a new series of preferred stock
ranking senior to the Series X Preferred Stock in any respect.


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

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


         IN WITNESS WHEREOF, we have executed and subscribed this Certificate
and do affirm the foregoing as true under the penalties of perjury this 26th
day of May, 1999.


                                                 /s/D. Clark Ogle
                                                 ----------------------------
                                                 D. Clark Ogle, President
Attest:

/s/F. Ferrell Walton
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F. Ferrell Walton, Secretary

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