EXHIBIT 3.2

                            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  create a series of  Preferred  Stock,  par value  $.10 per
                  share, designated Series A Preferred Stock.

         FOURTH:  To accomplish the foregoing  amendment,  Article FOURTH of the
certificate of incorporation is hereby amended to add the following paragraph D:


                  D.  Series A  Preferred  Stock.  A  series  of 700  shares  of
         preferred stock, par value $0.10 per share, of the corporation shall be
         created  and be  designated  "Series  A  Preferred  Stock"  having  the
         following rights and preferences:

                  SECTION 1. Dividends and  Distributions.  Commencing  from the
         date of initial  issuance  of shares of Series A  Preferred  Stock (the
         "Date of Issuance"), the holder of each issued and outstanding share of
         Series A Preferred Stock shall be entitled to receive, out of assets at
         the  time  legally   available   for  such   purpose,   dividends   and
         distributions,  whether in cash or  property  or in  securities  of the
         corporation,  including  subscription  or other  rights to  purchase or
         acquire  securities of the corporation  ("Distributions"),  when and as
         declared by the Board of Directors of the corporation  (each such date,
         a "Dividend  Payment  Date") on the shares of common  stock,  par value
         $0.10  per  share,  of  the  corporation,  such  that  when  and  as  a
         Distribution is declared,  paid and made on shares of common stock, the
         Board of Directors  shall also declare a Distribution  at the same rate
         and in like kind on the shares of Series A Preferred Stock, so that the
         Series A  Preferred  Stock  will  participate  equally  with the common
         stock, share for share, in such Distribution.  In connection therewith,
         each share of Series A Preferred Stock shall entitle the holder thereof
         to such  Distributions  based upon the number of shares of common stock
         into which such share of Series A Preferred Stock is then  convertible,
         rounded to the nearest one tenth of a share. If on any Dividend Payment
         Date the corporation shall not be lawfully permitted under New York law
         to pay  all  or a  portion  of any  such  declared  Distributions,  the
         corporation  shall take such  action as may be  lawfully  permitted  in
         order to enable the  corporation,  to the extent  permitted by New York
         law, lawfully to pay such Distributions.

                  SECTION 2.  Liquidation.  (a) In the event of any liquidation,
         dissolution  or  winding-up  of the  corporation,  either  voluntary or
         involuntary  (a  "Liquidation"),  the  holders  of  shares  of Series A
         Preferred  Stock then  issued and  outstanding  shall be entitled to be
         paid out of the assets of the corporation available for distribution to
         its shareholders, whether from capital, surplus or earnings, before any
         payment  shall be made to the holders of shares of common stock or upon
         any  other  series  of  preferred  stock  of  the  corporation  with  a
         liquidation preference subordinate to the liquidation preference of the
         Series A  Preferred  Stock,  an amount  equal to one  thousand  dollars
         ($1,000) per share.  If, upon any Liquidation of the  corporation,  the
         assets  of  the   corporation   available  for   distribution   to  its
         shareholders  shall be insufficient to pay the holders of shares of the
         Series A  Preferred  Stock,  and the  holders  of any  other  series of
         preferred stock with a liquidation  preference equal to the liquidation
         preference of the Series A Preferred  Stock,  the full amounts to which
         they shall respectively be entitled,  the holders of shares of Series A
         Preferred  Stock and the holders of any other series of preferred stock
         with liquidation  preference equal to the liquidation preference of the
         Series  A  Preferred  Stock  shall  receive  all of the  assets  of the
         corporation  available for  distribution and each such holder of shares
         of Series A  Preferred  Stock and the  holders  of any other  series of
         preferred stock with a liquidation  preference equal to the liquidation
         preference  of the Series A Preferred  Stock shall share ratably in any
         distribution  in  accordance  with the amounts  due such  shareholders.
         After  payment  shall  have been made to the  holders  of shares of the
         Series A  Preferred  Stock of the full  amount to which  they  shall be
         entitled,  as  aforesaid,  the  holders of shares of Series A Preferred
         Stock  shall be entitled  to no further  distributions  thereon and the
         holders of shares of common  stock and of shares of any other series of
         stock of the corporation shall be entitled to share, according to their
         respective  rights  and  preferences,  in all  remaining  assets of the
         corporation available for distribution to its shareholders.

                           (b) A merger or consolidation of the corporation with
         or into any other corporation,  or a sale, lease,  exchange or transfer
         of all or any part of the assets of the corporation  which shall not in
         fact result in the liquidation (in whole or in part) of the corporation
         and the  distribution  of its assets to its  shareholders  shall not be
         deemed to be a voluntary  or  involuntary  liquidation  (in whole or in
         part), dissolution or winding-up of the corporation.

                  SECTION 3. Conversion of Series A Preferred Stock. The holders
         of Series A Preferred Stock shall have the following conversion rights:

                           (a) Optional Right to Convert. Each share of Series A
         Preferred  Stock shall be  convertible  at the option of the holder (an
         "Optional  Conversion")  into fully paid and  non-assessable  shares of
         common  stock at any time after the  original  issuance of the Series A
         Preferred Stock (such date being referred to as a "Conversion Date") at
         the conversion price (the "Conversion Price") set forth below.

                           (b) Mechanics of Conversion.  Each holder of Series A
         Preferred  Stock who  desires to convert the same into shares of common
         stock  shall  provide  written  notice  (a  "Conversion   Notice")  via
         confirmed  facsimile  to the  corporation  at its  principal  executive
         offices.   The  original  Conversion  Notice  and  the  certificate  or
         certificates  representing  the  Series A  Preferred  Stock  for  which
         conversion is elected,  duly endorsed in blank or accompanied by proper
         instruments of transfer,  shall be delivered to the  corporation at its
         principal  executive  offices  by  overnight  domestic  courier  or  by
         international  courier.  The date  upon  which a  Conversion  Notice is
         properly received by the corporation shall be a "Notice Date".

                           (c)  Conversion   Price.   Each  share  of  Series  A
         Preferred Stock shall be convertible  into a number of shares of common
         stock  determined  in  accordance  with  the  following   formula  (the
         "Conversion Formula"):

                                          1,000
                                    ----------------
                                    Conversion Price
                  where:

                                    Conversion

                  Price = (A)  prior to May 31,  1999,  $3.33 or (B) on or after
         May 31, 1999, the lesser of (i) $3.33 or (ii) the average closing share
         price of the common stock,  as reported by NASDAQ,  for the twenty (20)
         trading days  immediately  preceding May 31, 1999;  provided,  however,
         that in no event shall the Conversion Price be less than $1.66.

                           (d) Mandatory  Conversion.  At any time after May 31,
         1999,   the   corporation   may  cause  the  conversion  (a  "Mandatory
         Conversion")  of the Series A Preferred  Stock  outstanding  into fully
         paid  and  non-assessable  shares  of  common  stock  pursuant  to  the
         Conversion Formula, based upon the Conversion Price then in effect.

                  To effect a Mandatory Conversion,  the corporation shall issue
         to each  holder  of  record of the  Series A  Preferred  Stock a notice
         stating that the  corporation is effecting a Mandatory  Conversion with
         regard to the Series A Preferred  Stock.  Such notice  shall  contain a
         statement  indicating the number of shares of Series A Preferred  Stock
         subject  to the  Mandatory  Conversion,  the number of shares of common
         stock to be received by holders upon  conversion and the effective date
         of such  conversion  (the  "Conversion  Date").  As soon as practicable
         after the  Conversion  Date,  each holder of Series A  Preferred  Stock
         shall  surrender  certificates  for all  shares  being  converted  duly
         endorsed in blank or accompanied by proper  instruments of transfer and
         the corporation  shall deliver to such holder or such holder's  nominee
         certificates representing the number of shares of common stock to which
         such holder shall be entitled.  The  Mandatory  Conversion  of Series A
         Convertible  Stock shall be deemed to have  occurred on the  Conversion
         Date without regard to the time of surrender of such shares of Series A
         Preferred  Stock and (i) such shares of Series A Preferred  Stock shall
         no longer be deemed  outstanding and all rights whatsoever with respect
         to such shares shall terminate (except the right of a holder to receive
         certificates representing the number of shares of common stock to which
         such holder is  entitled,  together  with a cash payment in lieu of any
         fractional shares of common stock) and (ii) holders entitled to receive
         shares of common stock  deliverable  upon  conversion of such shares of
         Series A  Preferred  Stock  shall be treated  for all  purposes  as the
         holder of record of such shares of common stock on the Conversion  Date
         notwithstanding  that the share register of the corporation  shall then
         be closed or the  certificates  representing the shares of common stock
         shall not then be actually delivered to such holder.

                           (e) Fractional  Shares.  No fractional share shall be
         issued upon the conversion of any of the Series A Preferred  Stock. All
         shares of common stock  (including  fractions  thereof)  issuable  upon
         conversion of the Series A Preferred Stock by a holder thereof shall be
         aggregated  for purposes of determining  whether the  conversion  would
         result  in  the  issuance  of  any  fractional  share.  If,  after  the
         aforementioned aggregation, the conversion would result in the issuance
         of a fraction of a share of common stock,  the  corporation  shall,  in
         lieu of issuing any fractional share, pay the holder otherwise entitled
         to such  fraction a sum in cash equal to the closing price per share of
         the common stock, as reported by NASDAQ,  on the Notice Date multiplied
         by such fraction.

                           (f)   Reservation   of  Common  Stock  Issuable  Upon
         Conversion.  The  corporation  shall  at all  times  reserve  and  keep
         available out of its  authorized  but unissued  shares of common stock,
         solely for the  purpose of  effecting  the  conversion  of the Series A
         Preferred  Stock,  such  number  of  shares  of  common  stock  free of
         preemptive  rights as shall be sufficient  to effect the  conversion of
         all shares of Series A Preferred Stock then outstanding;  and if at any
         time the number of authorized but unissued shares of common stock shall
         not be  sufficient  to effect the  conversion  of all then  outstanding
         shares of Series A  Preferred  Stock,  the  corporation  will take such
         action as may be  necessary  to increase  its  authorized  but unissued
         shares of common stock to such number of shares as shall be  sufficient
         for such purpose.

                           (g)      Adjustment of Conversion Price.

                                    (i)  If,  prior  to  the  conversion  of all
         outstanding  shares of Series A Preferred Stock, the corporation  shall
         reclassify, subdivide or combine its outstanding shares of common stock
         into a greater  or  smaller  number of shares by a stock  split,  stock
         dividend or other similar event,  then in each such case the Conversion
         Price  shall be  adjusted to that price which will permit the number of
         shares of common  stock  into  which  Series A  Preferred  Stock may be
         converted to be increased or reduced in the same  proportion as are the
         number of shares of common stock.

                                    (ii) If, prior to the  conversion  of all of
         the outstanding  shares of Series A Preferred Stock, there shall be any
         merger,   consolidation,    exchange   of   shares,   recapitalization,
         reorganization,  or other similar event, as a result of which shares of
         common  stock of the  corporation  shall be changed  into the same or a
         different  number of shares of the same or another  class or classes of
         stock or  securities of the  corporation  or another  entity,  then the
         holders of shares of Series A Preferred Stock shall thereafter have the
         right to purchase and receive upon conversion of the Series A Preferred
         Stock,  upon the basis and upon the terms and  conditions  specified in
         this  Paragraph D of this  Article  Fourth and in lieu of the shares of
         common stock  immediately  theretofore  issuable upon conversion,  such
         share of stock  and/or  securities  as may be  issued or  payable  with
         respect  to or in  exchange  for the  number of shares of common  stock
         immediately  theretofore purchasable and receivable upon the conversion
         of the Series A Preferred  Stock held by such  holders had such merger,
         consolidation,  exchange of shares,  recapitalization or reorganization
         not taken place, and in any such case  appropriate  provisions shall be
         made with  respect to the rights and  interests  of the  holders of the
         Series  A  Preferred  Stock  to the  end  that  the  provisions  hereof
         (including,  without  limitation,  provisions  for  adjustment  of  the
         Conversion  Price and of the number of shares  issuable upon conversion
         of the Series A Preferred  Stock) shall  thereafter be  applicable,  as
         nearly as may be  practicable  in  relation  to any  shares of stock or
         securities  thereafter   deliverable  upon  the  exercise  hereof.  The
         corporation  shall  not  effect  any  transaction   described  in  this
         subsection  unless the resulting  successor or acquiring entity (if not
         the  corporation)  assumes  by written  instrument  the  obligation  to
         deliver to the holders of the Series A  Preferred  Stock such shares of
         stock  and/or   securities   as,  in  accordance   with  the  foregoing
         provisions, the holders of the Series A Preferred Stock may be entitled
         to purchase.

                                    (iii)   If   any   adjustment   under   this
         subsection  would create a fractional  share of common stock or a right
         to acquire a fractional  share of common stock,  such fractional  share
         shall be disregarded  and the number of shares of common stock issuable
         upon conversion shall be the next higher number of shares.

                           (h) The  corporation  will  pay any and all  issue or
         other  taxes that may be payable in respect of any issue or delivery of
         shares of common  stock on  conversion  of shares of Series A Preferred
         Stock pursuant hereto. The corporation shall not, however,  be required
         to pay any tax which may be payable in respect of any transfer involved
         in the issue or delivery  of common  stock in a name other than that in
         which  the  shares  of  Series  A  Preferred  Stock so  converted  were
         registered,  and no such  issue or  delivery  shall be made  unless and
         until the person  requesting such issue has paid to the corporation the
         amount of such tax,  or has  established,  to the  satisfaction  of the
         corporation, that such tax has been paid.

                  SECTION 4. Status of Converted Shares. In the event any shares
         of Series A Preferred  Stock shall be converted as contemplated by this
         Paragraph D of this Article  Fourth,  the shares so converted  shall be
         canceled,  shall  return  to the  status  of  authorized  but  unissued
         preferred stock,  par value $0.10 per share, of the corporation,  of no
         designated  class  or  series,   and  shall  not  be  issuable  by  the
         corporation as Series A Preferred Stock.

                  SECTION 5. Voting Rights. (a) Except as otherwise specifically
         provided  by the New  York  Business  Corporation  Law or as  otherwise
         provided  herein,  the  holders of Series A  Preferred  Stock  shall be
         entitled to vote on any matters  required or  permitted to be submitted
         to the holders of shares of common stock for their  approval,  and such
         holders of shares of Series A Preferred  Stock and holders of shares of
         common stock shall vote as a single  class,  with the holders of shares
         of Series A  Preferred  Stock  having the number of votes to which they
         would be entitled if the Series A Preferred  Stock were  converted into
         shares of common stock in accordance with the Conversion Formula.

                           (b)  So  long  as   Series  A   Preferred   Stock  is
         outstanding, the corporation shall not, without the affirmative vote or
         consent  of  the  holders  of at  least  a  majority  (or  such  higher
         percentage,  if any, as may then be required by applicable  law) of all
         outstanding shares of Series A Preferred Stock,  voting separately as a
         class,  amend any provision of the certificate of  incorporation of the
         corporation  so as to  change  the  preferences,  conversion  or  other
         rights,  voting powers,  restrictions or limitations as to dividends or
         other distributions of the Series A Preferred Stock.

                  SECTION 6. Rank and Limitations of Preferred Stock. All shares
         of Series A Preferred Stock shall rank equally with each other share of
         Series A Preferred Stock and shall be identical in all respects.


         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 May 19,
                  1998.
<PAGE>

         IN WITNESS  WHEREOF,  the undersigned  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 the undersigned 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