Exhibit 3.2

               CERTIFICATE OF OWNERSHIP AND MERGER

     WESTCOTT PRODUCTS CORPORATION, a corporation duly organized and existing
under the laws of the State of Delaware (the "Corporation") hereby certifies
that:

     1.   The Corporation owns greater than ninety three percent (93%) of
          the outstanding shares of each class of stock of LEE BUILDING
          PRODUCTS, INC., a Nevada corporation;

     2.   The laws of the State of Nevada permit a merger of said Lee
          Building Products, Inc. into the Corporation; and

     3.   Attached hereto as Exhibit "A" is a true, accurate and complete
          copy of the resolutions adopted by the Unanimous Consent of the
          Board of Directors of the Corporation authorizing the merger of
          Lee Building Products, Inc. into the Corporation, duly adopted on
          the 26th day of June, 1986.

                                   WESTCOTT PRODUCTS CORPORATION


                                   /s/Warren E. Clark
                                   ----------------------------
                                   Warren E. Clark, President


                                   /s/Richard D. Parker
                                   ----------------------------
                                   Richard D. Parker, Secretary

STATE OF TEXAS      S
                    S
COUNTY OF HARRIS  S

     BEFORE ME, the undersigned authority, on this 26th day of June, 1986,
personally appeared WARREN E. CLARK, who, being by me first duly sworn,
acknowledged to me that he signed the foregoing document as President of
Westcott Products Corporation and as the act and deed of said corporation.

                              /s/Ann Ross
                              -----------------------
                              NOTARY PUBLIC in the
                              STATE OF TEXAS

My commission expires:
9/6/88

<PAGE>
                           EXHIBIT "A"

                    UNANIMOUS WRITTEN CONSENT
                       OF THE DIRECTORS OF
                  WESTCOTT PRODUCTS CORPORATION

     Pursuant to the provisions of Section 141 of the General Corporation Law
of the State of Delaware, as amended, the undersigned, being all of the
members of the Board of Directors of WESTCOTT PRODUCTS CORPORATION, a Delaware
corporation (the "Company"), hereby sign this instrument, in lieu of notice
and the holding of a meeting of the Board of Directors, to evidence their
consent to the adoption of the following resolutions and to the actions of the
officers and directors of the Company in carrying out these resolutions.

                              MERGER

     WHEREAS, the Company owns greater than ninety three percent (93%) of the
outstanding shares of each class of stock of Lee Building Products, Inc., a
stock corporation organized under the laws of the State of Nevada and engaged
in business similar and incidental to that of the Company; and

     WHEREAS, it is deemed advisable that the Company merge said Lee Building
Products, Inc. into itself in order that all of the estates, property, rights,
privileges and franchises of said Lee Building Products, Inc. shall vest in
and be possessed by the Company; now therefore be it

     RESOLVED, that Lee Building Products, Inc. be and it hereby is merged
into the Company, that the Company emerge as the surviving corporation of said
merger, and that the Company assumes all of the obligations of Lee Building
Products, Inc.; and be it

     FURTHER RESOLVED, that the terms of the merger shall be that each share
of common stock of Lee Building Products, Inc. shall be exchanged for one (1)
share of common stock of the Company; and be it

     FURTHER RESOLVED, that the President or any Vice President and the
Secretary or Treasurer of the Company are hereby authorized and directed: (a)
to make and execute, in the name and under the corporate seal of the Company,
a Certificate of Ownership and Merger setting forth the Company's ownership of
Lee Building Products, Inc. and the adoption of the date of adoption of these
resolutions; (b) to file such Certificate with the Secretary of State of
Delaware and the Secretary of State of Nevada; and (c) to do all other acts
and things that may be necessary to carry out and effectuate the intent and
purposes of these resolutions.

     The undersigned, being all of the directors of the Company, hereby
consent to all of the foregoing this 25th date of June, 1986.

                         /s/James A. Lee
                         ----------------------------
                         JAMES ARTHUR LEE, Director


                         /s/N. W. Gilbreath
                         ----------------------------
                         N. W. GILBREATH, Director


                         /s/Warren E. Clark
                         ----------------------------
                         WARREN E. CLARK, Director


                         /s/Richard D. Parker
                         ----------------------------
                         RICHARD D. PARKER, Director

<PAGE>
THE STATE OF TEXAS  S
                    S
COUNTY OF HARRS     S

     BE IT REMEMBERED that on this 31st day of July, 1986, personally came
before me, a Notary Public in and for county and State aforesaid, WARREN E.
CLARK, President of WESTCOTT PRODUCTS CORPORATION, a corporation of the State
of Delaware, and he duly executed said Statement before me and acknowledged
the said Statement to be his act and deed and the act of said corporation and
the facts stated therein are true; and that the seal affixed to said Statement
and attested by the Secretary of said corporation is the corporate seal of
said corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the
day and year aforesaid.



                              /S/Ann Ross
                              ---------------------------
                              Notary Public in and for the
                              State of Texas

                         My commission expires:  9/6/88

<PAGE>