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                                                                    EXHIBIT 3.04

                CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE
                OF INCORPORATION OF SHEARSON LEHMAN BROTHERS INC.


      SHEARSON LEHMAN BROTHERS INC., a Delaware corporation having its
registered office at Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, in the County of New Castle (the "Corporation"), hereby certifies
to the Secretary of State of the State of Delaware that:

            First: Article VII of the Restated Certificate of Incorporation of
the Corporation is hereby amended so as to read in its entirety as follows:


                                  "ARTICLE VII
                                 INDEMNIFICATION

      1. The Corporation shall indemnify to the fullest extent permitted under
and in accordance with the laws of the State of Delaware 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 by reason of the fact that he 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, trustee, employee or agent of or in any
other capacity with another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests of
the

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Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

      2. Expenses incurred in defending a civil or criminal action, suit or
proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board upon receipt of an undertaking by or on
behalf of the indemnified person to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the Corporation as
authorized in this Article.

      3. The indemnification and other rights set forth in this ARTICLE VII
shall not be exclusive of any provisions with respect thereto in the By-Laws or
any other contract or agreement between the Corporation and any officer,
director, employee or agent of the Corporation.

      4. Neither the amendment nor repeal of this ARTICLE VII, Section 1, 2 or
3, nor the adoption of any provision of this Restated Certificate of
Incorporation inconsistent with ARTICLE VII, Section 1, 2 or 3, shall eliminate
or reduce the effect of this ARTICLE VII, Sections 1, 2 and 3, in respect of any
matter occurring prior to such amendment, repeal or adoption of an inconsistent
provision or in respect of any cause of action, suit or claim relating to any
such matter which would have given rise to a right of indemnification or right
to receive

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expenses pursuant to this ARTICLE VII, Section 1, 2 or 3, if such provision had
not been so amended or repealed or if a provision inconsistent therewith had not
been so adopted.

      5. No director shall be personally liable to the Corporation or any
stockholder for monetary damages for breach of fiduciary duty as a director,
except for any matter in respect of which such director (a) shall be liable
under Section 174 of the General Corporation Law of the State of Delaware or any
amendment thereto or successor provision thereto, or (b) shall be liable by
reason that, in addition to any and all other requirements for liability, he:

            (i)   shall have breached his duty of loyalty to the Corporation or
                  its stockholders;

            (ii)  shall not have acted in good faith or, in failing to act,
                  shall not have acted in good faith;

            (iii) shall have acted in a manner involving intentional misconduct
                  or a knowing violation of law or, in failing to act, shall
                  have acted in a manner involving intentional misconduct or a
                  knowing violation of law; or

            (iv)  shall have derived an improper personal benefit.

      If the General Corporation Law of the State of Delaware is amended after
April 1, 1987 to authorize corporate action further eliminating or limiting the
personal liability of directors,

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then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the General Corporation Law of the
State of Delaware, as so amended.

      Neither the amendment nor repeal of this ARTICLE VII, Section 5, nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this ARTICLE VII, Section 5, shall eliminate or reduce the
effect of this ARTICLE VII, Section 5, in respect of any matter occurring, or
any cause of action, suit or claim that, but for this ARTICLE VII, Section 5,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision."

            Second: The Board of Directors of the Corporation by requisite vote
adopted a resolution which set forth the foregoing amendment to the Restated
Certificate of Incorporation, in accordance with Section 242 of the General
Corporation Law of the State of Delaware, declaring that the amendment to the
Restated Certificate of Incorporation as proposed was advisable and directing
that it be submitted for action thereon by the sole stockholder of the
Corporation.

            Third: The amendment has been consented to and authorized and
approved by the holder of all the issued and outstanding stock of the
Corporation, entitled to vote, by a written consent given in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware.


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      IN WITNESS WHEREOF, Shearson Lehman Brothers Inc. has caused this
Certificate to be signed on this 31st day of August, 1987 in its name and on its
behalf by its Chairman of the Board and attested by its Secretary, pursuant to
Section 103(a) of the General Corporation Law of the State of Delaware.

                                    /s/ Peter A. Cohen
                                    ------------------------------------------
                                    Peter A. Cohen
                                    Chairman of the Board



ATTEST:  /s/ Isabel A. Dempsey
         ----------------------------------
         Secretary