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                                                                     EXHIBIT 3.2


                               State of Delaware

                        Office of the Secretary of State                  Page 1
                          
                        --------------------------------


         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "WMA INTERNATIONAL CORPORATION", CHANGING ITS NAME FROM "WMA
INTERNATIONAL CORPORATION", TO "THE WMA CORPORATION", FILED IN THIS OFFICE ON
THE FOURTH DAY OF MARCH, A.D. 1998, AT 3 O'CLOCK P.M.






                                       SEAL         /s/ Edward J. Freel
                                           -------------------------------------
                                           Edward J. Freel, Secretary of State

                                           AUTHENTICATION:  8953394

                                                    DATE:  03-04-98  
                                             

 
                        
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                               STATE OF DELAWARE
                            CERTIFICATE OF AMENDMENT
                        OF CERTIFICATE OF INCORPORATION
                         WMA INTERNATIONAL CORPORATION
         ----------------------------------------------------------
         a corporation organized and existing under and by virtue of the
         General Corporation Law of the State of Delaware.
         DOES HEREBY CERTIFY:
         FIRST: That at a meeting of the Board of Directors of WMA
           International Corporation on December 9, 1997
         ----------------------------------------------------------
         resolutions were duly adopted setting forth a proposed amendment of
         the Certificate of Incorporation of said corporation, declaring said
         amendment to be advisable and calling a meeting of the stockholders of
         said corporation for consideration thereof. The resolution setting
         forth the proposed amendment is as follows:

         RESOLVED, that the Certificate of Incorporation of this corporation be
         amended by changing the Article thereof numbered "1" so that, as
         amended, said Article shall be and read as follows:

              The name of the corporation is The WMA Corporation.

         ----------------------------------------------------------
         ----------------------------------------------------------

         SECOND: That thereafter, pursuant to resolution of its Board of
         Directors, a special meeting of the stockholders of said corporation
         was duly called and held upon notice in accordance with Section 222 of
         the General Corporation Law of the State of Delaware at which meeting
         the necessary number of shares as required by statute were voted in
         favor of the amendment.

         THIRD: That said amendment was duly adopted in accordance with the
         provisions of Section 242 of the General Corporation Law of the State
         of Delaware.         

         FOURTH: That the capital of said corporation shall not be reduced
         under or by reason of said amendment.

         IN WITNESS WHEREOF, said WMA International Corporation has caused this
         certificate to be signed by  

         Thomas W. Montgomery, an Authorized Officer, this 4th day of March,
         1998.


                                    By  /s/ Thomas W. Montgomery
                                       -------------------------
                     TITLE OF OFFICER:  Executive Vice President
                                       -------------------------