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                                                            EXHIBIT NUMBER 3.2.1

                             THE MAXIM GROUP, INC.

                                AMENDMENT NO. 1
                                       TO
                                    BY-LAWS

                           EFFECTIVE AUGUST 29, 1996


         1.      Section 3.02 of the By-Laws shall be amended by deleting the
text thereof in its entirety and substituting the following in lieu thereof:

                 "Section 3.02.  Special Meeting.  A special meeting of the
          shareholders of the Company may be called only by the Chairman of the
          Board, the Chief Executive Officer or by the Board of Directors
          pursuant to a resolution adopted by a majority of the total number of
          directors which the Company would have if there were no vacancies,
          upon not less than ten nor more than sixty days' written notice.  Any
          special meeting of the shareholders shall be held on such date, at
          such time and at such place within or without the State of Delaware
          as the Board of Directors or the officer calling the meeting may
          designate.  At a special meeting of the shareholders, no business
          shall be transacted and no corporate action shall be taken other than
          that stated in the notice of the meeting."

         2.      Section 3.12 of the By-Laws shall be amended by deleting the
text thereof in its entirety and substituting the following in lieu thereof:

                 "Section 3.12.  Action by Shareholder Consent Prohibited.
          Unless otherwise provided in the Certificate of Incorporation, any
          action required or permitted to be taken by the shareholders of the
          Company must be effected at a duly called annual or special meeting
          of shareholders of the Company and may not be effected by any consent
          in writing by such shareholders.  Except as otherwise required by the
          Certificate of Incorporation or by law, special meetings of
          shareholders of the Company may be called only as provided in Section
          3.02 of these By-Laws."

         3.      The By-Laws shall be amended by adding thereto the following
                 new Section 3.14:

                 "Section 3.14.  Nominations and Notification of Nominations
          for Directors.  Nominations for election to the Board may be made by
          the Board, any nominating committee thereof or by any holder of any
          outstanding class of capital stock of the Company entitled to vote
          for the election of directors.  Any shareholder entitled to vote for
          the election of directors may nominate a person or persons for
          election as a director only if written notice of such shareholder's
          intention to make any such nomination is given either by personal
          delivery or mailed by the United States Mail, postage prepaid,
          certified and return receipt requested, to the Secretary of the
          Company not later than the later of (i) the close of business on the
          seventh (7th) calendar day following the date on which notice of the
          meting of shareholders for the election of directors is first given
          to shareholders (any such notice of meeting of shareholders shall not
          be given earlier than the record date for the meeting of
          shareholders) and (ii) a date ninety (90) days prior to the date of
          the meeting of shareholders.  Each such notice shall set forth: (a)
          the name and address of the shareholder who intends to make the
          nomination and of the person or persons to be nominated; (b) a
          representation that the shareholder is a holder of record of stock of
          the Company entitled to vote at such meeting and intends to appear in
          person or by proxy at the meeting to nominate the person or persons
          specified in the notice; (c) a description of all arrangements or
          understandings between the shareholder and each



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          nominee and any other person or persons (naming such person or
          persons) pursuant to which the nomination or nominations are to be
          made by the shareholder; (d) such other information regarding each
          nominee proposed by such shareholder as would have been required to
          be included in a proxy statement filed pursuant to the proxy rules of
          the Securities and Exchange Commission had each nominee been
          nominated, or intended to be nominated, by the Board; and (e) the
          consent of each nominee to serve as a director of the Company if so
          elected.

                 The notification shall be signed by the nominating shareholder
          and shall include or be accompanied by a signed written consent to be
          named as a nominee for election as a director from each proposed
          nominee.  Purported nominations not made in compliance with these
          procedures may be disregarded by the chairman of the meeting, and
          upon his instructions, the inspectors of election shall disregard all
          votes cast for each such nominee.  The Board may also refuse to
          acknowledge the nomination of any person not made in compliance with
          the foregoing procedures."

         4.      Section 4.02 of the By-Laws shall be amended by deleting the
text thereof in its entirety and substituting the following in lieu thereof:

                 (a)      Number, Election and Terms.  The business and affairs
          of the Company shall be managed by or under the direction of a board
          of directors which, except as otherwise fixed by or pursuant to the
          provisions of the Certificate of Incorporation relating to the rights
          of the holders of any series of Preferred Stock to elect additional
          directors under specified circumstances, shall consist of not less
          than three (3) nor more than fifteen (15) persons.  The exact number
          of directors within the minimum and maximum limitations specified in
          the preceding sentence shall be fixed from time to time by the board
          of directors pursuant to a resolution adopted by a majority of the
          entire board of directors.  At the annual meeting of shareholders of
          the Company held in 1996, the directors shall be divided into three
          classes, as nearly equal in number as possible, with the term of
          office of the first class of directors to expire at the annual
          meeting of shareholders of the Company to be held in 1997, the term
          of office of the second class of directors to expire at the annual
          meeting of shareholders of the Company to be held in 1998, and the
          term of office of the third class of directors to expire at the
          annual meeting of shareholders of the Company to be held in 1999.  At
          each annual meeting of the shareholders of the Company following such
          initial classification and election, and except as otherwise so fixed
          by or pursuant to the provisions of the Certificate of Incorporation
          relating to the rights of the holders of any series of Preferred
          Stock to elect additional directors under specified circumstances,
          directors elected to succeed those directors whose terms expire at
          such annual meeting shall be elected for a term of office to expire
          at the third succeeding annual meeting of shareholders of the Company
          after their election.

                 (b)      Vacancies and Newly Created Directorships.  Subject
          to the rights of the holders of any series of Preferred Stock then
          outstanding, newly created directorships resulting from any increase
          in the number of directors or any vacancies occurring in the board of
          directors resulting from death, resignation, retirement,
          disqualification, removal from office or other cause shall be filled
          by the affirmative vote of a majority of the remaining directors then
          in office, although less than a quorum of the board of directors, or
          by the sole remaining director.  A director so chosen shall hold
          office until the annual meeting of shareholders of the Company at
          which the term of the class of directors for which he has been chosen
          expires.  No decrease in the number of directors constituting the
          board of directors shall shorten the term of any incumbent director.



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                  (c) Continuances in Office. Notwithstanding the foregoing
         provisions of this Section 4.02, any director whose term of office has
         expired shall continue to hold office until his successor shall be
         elected and qualify.

                  (d) Removal. Subject to the rights of the holders of any
         series of Preferred Stock then outstanding, any director, or the
         entire board of directors, may be removed from office at any time, but
         only for cause and only by the affirmative vote of the holders of at
         least seventy-five percent (75%) of the total number of votes entitled
         to be cast by the holders of all of the shares of capital stock of the
         Company then entitled to vote generally in the election of directors.
         The holder of each share of capital stock entitled to vote thereon
         shall be entitled to cast the same number of votes as the holder of
         such shares is entitled to cast generally in the election of each
         director.

         5.      Article VIII of the By-laws shall be amended by deleting the
text thereof in its entirety and substituting the following in lieu thereof:

                                 ARTICLE VIII.
                              AMENDMENT TO BY-LAWS

                 8.01 Amendment of By-Laws by Board of Directors.  Except
          as otherwise provided in the Certificate of Incorporation, by
          applicable law or by the provisions of this Article VIII, the board
          of directors may amend or repeal any provision of the By-Laws of the
          Company or adopt any new By-Law, unless the shareholders have
          adopted, amended or repealed a particular By-Law provision and, in
          doing so, have expressly reserved to the shareholders the right of
          amendment or repeal therefor.  The board of directors may adopt,
          amend, alter or repeal the By-Laws of the Company only by the vote of
          a majority of the entire Board.

                 8.02 Supermajority Required for Amendment by Shareholders.
          The shareholders of the Company have the right, in accordance with
          the voting requirements set forth in this Section 8.02, to amend or
          repeal any provision of these By-Laws, or to adopt new By-Law
          provisions, even though such provisions may also be adopted, amended
          or repealed by the Board.  Except as may otherwise specifically be
          required by law, the affirmative vote of the holders of not less than
          seventy-five percent  (75%) of the total number of votes entitled to
          be cast by the holders of all of the shares of capital stock of the
          Company then entitled to vote generally in the election of directors
          shall be required for the shareholders to adopt, amend, alter or
          repeal any provision of the By-Laws of the Company.



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