CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF
                            SIRCO INTERNATIONAL CORP.
                Under Section 805 of the Business Corporation Law

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


         FIRST:  The name of the  corporation is Sirco  International  Corp. The
name under which the corporation was formed is Sirco Products Co. Inc.

         SECOND:  The certificate of  incorporation of the corporation was filed
by the Department of State on
July 22, 1964.

         THIRD:  The amendment to the certificate of  incorporation  effected by
this certificate of amendment is as follows:

                  To   increase   the  number  of   authorized   shares  of  the
                  corporation's  Common  Stock,  par value $.10 per share,  from
                  10,000,000 shares to 20,000,000 shares.

         FOURTH:  To accomplish the foregoing  amendment,  Article FOURTH of the
certificate of incorporation is hereby amended and restated as follows:

                  Fourth:  A. Authorized  Shares.  The total number of shares of
                  all  classes  of stock  which the  corporation  shall have the
                  authority  to issue is  Twenty-One  Million  (21,000,000),  of
                  which Twenty Million  (20,000,000)  shall be common stock, par
                  value $.10 per share,  and One  Million  (1,000,000)  shall be
                  preferred stock, par value $.10 per share.

                               B. Common Stock.  Each holder of shares of common
                  stock  shall be  entitled to one vote for each share of common
                  stock held by such holder. There shall be no cumulative voting
                  rights  in  the   election  of   directors.   Subject  to  any
                  preferential  rights of preferred stock, the holders of shares
                  of common  stock shall be  entitled  to  receive,  when and if
                  declared by the Board of  Directors,  out of the assets of the
                  corporation  which are by law  available  therefor,  dividends
                  payable  either in cash,  in property,  or in shares of common
                  stock.

                               C. Preferred  Stock.  The preferred  stock may be
                  issued from time to time in one or more  series.  The Board of
                  Directors is hereby expressly vested with the authority to fix
                  by resolution or resolutions the  designations and the powers,
                  preferences  and  relative,  participating,  optional or other
                  special   rights,   and    qualifications,    limitations   or
                  restrictions  thereof,  including,   without  limitation,  the
                  voting  powers,  if any, the  dividend  rate,  the  conversion
                  rights,  the redemption price, or the liquidation  preference,
                  of any  series of  preferred  stock,  and to fix the number of
                  shares  constituting  any  such  series,  and to  increase  or
                  decrease  the  number of shares  of any such  series  (but not
<PAGE>
                  below the number of shares thereof then outstanding).  In case
                  the number of shares of any such series shall be so decreased,
                  the shares  constituting such decrease shall resume the status
                  which  they had prior to the  adoption  of the  resolution  or
                  resolutions  originally  fixing  the  number of shares of such
                  series.  The  number  or  authorized  shares  of any  class or
                  classes of stock may be increased or decreased  (but not below
                  the  number  of  shares  thereof  then   outstanding)  by  the
                  affirmative  vote of the holders of a majority of the stock of
                  the corporation entitled to vote.

         FIFTH:  The manner in which the foregoing  amendment of the certificate
of incorporation was authorized is as follows:

                          The Board of Directors  duly  authorized the foregoing
                  amendment  at a Board of  Directors  meeting held on April 28,
                  1998.  The   shareholders  of  the  corporation   subsequently
                  authorized the amendment at an Annual Meeting of  Shareholders
                  held on June 11, 1998.

         IN WITNESS  WHEREOF,  we have subscribed this document on June 17, 1998
and do hereby  affirm  under  the  penalties  of  perjury,  that the  statements
contained therein have been examined by us and are true and correct.






                                                 /s/Joel Dupre
                                                 -------------
                                                 Joel Dupre
                                                 Chairman of the Board and Chief
                                                 Executive Officer







                                                 /s/Eric M. Hellige
                                                 ------------------
                                                 Eric M. Hellige
                                                 Secretary