EXHIBIT 3.3
                                                         PITTWAY CORPORATION
                                                              JUNE 30, 1998

                                                                   FORM 10-Q

                          CERTIFICATE OF AMENDMENT

                                      OF

                    RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                            STANDARD SHARES, INC.

                              _________________

           Adopted in accordance with the provisions of Section 242 
           of the General Corporation Law of the State of Delaware

                              _________________

    WE, _______________________, Vice President, and ______________________, 
Secretary, of Standard Shares, Inc., a corporation existing under the laws of 
the State of Delaware (the "Corporation"), do hereby certify as follows:

    FIRST:  That the Restated Certificate of Incorporation of said Corporation 
is amended as follows:

       By striking out the whole of Article FIRST thereof as it now 
    exists and inserting in lieu and instead thereof a new Article 
    FIRST, reading as follows:

          "FIRST:  The name of this Corporation is PITTWAY CORPORATION."

    SECOND:  That the Restated Certificate of Incorporation of said 
Corporation is further amended as follows:

       By striking out the whole of Article FOURTH thereof as it now exists 
    and inserting in lieu and instead thereof a new Article FOURTH, reading 
    as follows:

         "FOURTH:  The total number of shares of all classes of capital stock 
       which the Corporation shall have authority to issue is Fifty-Six 
       Million (56,000,000) shares, of which Two Million (2,000,000) shares 
       shall be designated Preferred Stock with no par value, Twenty-Four 
       Million (24,000,000) shares shall be designated Class A Stock of the 
       par value of $1.00 per share, and Thirty Million (30,000,000) shares 
       shall be designated Common Stock of the par value of $1.00 per share. 
       The Class A Stock and Common Stock are collectively hereinafter 
       referred to as "Common Capital Stock."




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         The designations and powers, preferences and rights and the 
       qualifications, limitations or restrictions of the Preferred Stock, 
       Class A Stock and Common Stock are set forth in the following 
       provisions.

      (I)  Preferred Stock.

          Shares of Preferred Stock may be issued from time to time in one or 
       more series.  Subject to the limitations prescribed by the General 
       Corporation Law of Delaware and any limitations prescribed by the 
       Certificate of Incorporation, authority is expressly granted to the 
       Board of Directors to authorize the issuance of one or more series of 
       Preferred Stock, and to fix by resolution or resolutions providing for 
       the issuance of each such series the voting powers, designations, 
       preferences and relative, participating, optional or other special 
       rights, and qualifications, limitations or restrictions thereof, to the 
       full extent now or hereafter permitted by law, provided, however, that 
       the holders of the shares of Preferred Stock or of any series of 
       Preferred Stock may not vote with the holders of the shares of Class A 
       Stock for the election of the Directors whom the holders of Class A 
       Stock voting as a class are entitled to elect pursuant to subparagraph 
       (A) of paragraph 4 of Part II of this Article FOURTH.

       (II)  Common Capital Stock.

           There shall be no differences in the voting powers, preferences, or 
       other rights, or qualifications, limitations or restrictions thereof, 
       of shares of Class A Stock from those of shares of Common Stock except 
       as specifically hereinafter set forth in this Part II.  Without 
       limiting the generality of the foregoing, so long as any shares of 
       Class A Stock are outstanding, in the event the Corporation engages in 
       any merger or consolidation in which holders of Common Capital Stock 
       receive any consideration, provision shall be made so that the holders 
       of each class of Common Capital Stock receive the same consideration 
       per share; provided, however, that if such merger or consolidation is a 
       reincorporation in another jurisdiction, or is a merger of the 
       Corporation with and into a wholly-owned subsidiary of the Corporation, 
       the shares issued to the holders of the respective classes of Common 
       Capital Stock may reflect the differences between such classes set 
       forth in the Certificate of Incorporation or differences substantially 
       equivalent thereto.

          (1)  So long as any shares of Class A Stock are outstanding: (a) if 
       any dividend or other distribution is declared on the Common Capital 
       Stock which is payable in shares of (or in securities convertible into 
       or exchangeable or exercisable for shares of), or in subscriptions or 
       other rights to acquire shares of (or to acquire securities convertible 
       into or exchangeable or exercisable for shares of), any class of Common 
       Capital Stock, such dividend or distribution shall be declared in such 
       manner as to be payable to the holders of Class A Stock in shares of 
       (or in securities convertible into or exchangeable or exercisable for 
       shares of), or in subscriptions or other rights to acquire shares of 
       (or to acquire securities convertible into or exchangeable or 
       exercisable for shares of), Class A Stock and as to be payable to the 


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       holders of Common Stock at the same rate in shares of (or in securities 
       convertible into or exchangeable or exercisable for shares of), or in 
       subscriptions or other rights to acquire shares of (or to acquire 
       securities convertible into or exchangeable or exercisable for shares 
       of), Common Stock; and (b) if shares of the Common Capital Stock are 
       combined or subdivided, such combination or subdivision shall be 
       effected in such manner as to result in per share decreases or 
       increases of Class A Stock and Common Stock which are identical.

          (2)  So long as any shares of Class A Stock are outstanding, if any 
       dividend or other distribution payable in cash (other than a dividend 
       or distribution in connection with the liquidation or dissolution of 
       the Corporation) is declared on the Common Capital Stock, such dividend 
       or distribution shall be declared in such manner that the amount 
       thereof per share of Class A Stock shall equal the amount thereof per 
       share of Common Stock plus two and one-half (2.5) cents (provided that 
       the aggregate excess of the dividends per share of Class A Stock 
       declared during any calendar year over the dividends per share of 
       Common Stock declared during such calendar year shall not exceed ten 
       (10) cents); provided, however, that if a Valuation Deficiency (as 
       hereinafter defined) shall occur, the additional amount per share of 
       Class A Stock shall be increased from two and one-half (2.5) cents to 
       twelve and one-half (12.5) cents for each dividend thereafter declared 
       on the Common Capital Stock during any of the ten full calendar 
       quarters immediately following the occurrence of the Valuation 
       Deficiency.  A "Valuation Deficiency" shall be deemed to have occurred 
       if the average closing price of the Class A Stock for the American 
       Stock Exchange Composite Transactions during the period (the "Reference 
       Period") commencing on the day following the three month anniversary 
       of the Effective Time (as hereinafter defined) and ending on the six 
       month anniversary of the Effective Time shall be less than 90% of the 
       average closing price of the Common Stock for such Composite 
       Transactions during the Reference Period, except that no Valuation 
       Deficiency shall be deemed to have occurred if such average closing 
       price of the Class A Stock is at least equal to $30.15 (adjusted for 
       any percentage change in the Standard & Poor's 500 Stocks Index during 
       the period from March 15,1989 through the end of the Reference Period). 
       In the event of any combination or subdivision (including by way of a 
       stock dividend) of the Common Capital Stock, the monetary amounts set 
       forth in this paragraph 2 shall be equitably adjusted by the Board of 
       Directors.  The "Effective Time" shall mean the Effective Time as 
       defined in the Amended and Restated Merger Agreement and Plan of 
       Reorganization dated as of October 11, 1989 between the Corporation and 
       Pittway Corporation, a Pennsylvania corporation (the "Merger 
       Agreement").

          (3)  Subject to the requirements of the business of the Corporation 
       and to the fiduciary obligations of the Board of Directors: (a) a 
       dividend of at least fifteen (15) cents per share of Common Stock (and 
       thus a dividend of at least seventeen and one-half (17.5) cents per 
       share of Class A Stock) shall be declared during each of the eight full 
       calendar quarters immediately following the Effective Time; and (b) in 
       the event a Valuation Deficiency occurs, a dividend on the Common 
       Capital Stock shall be declared during each of the ten full calendar 
       quarters immediately following such occurrence.

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          (4)  Except as otherwise provided by the General Corporation Law of 
       Delaware or in the Certificate of Incorporation, or except as 
       determined by the Board of Directors pursuant to the authority of the 
       Board of Directors as provided in Part I of this Article FOURTH, all 
       voting rights shall be vested exclusively in the holders of the 
       outstanding shares of Common Capital Stock, and the holders of the 
       outstanding shares of Common Capital Stock shall be entitled to one (1) 
       vote per share on all matters voted upon by the stockholders of the 
       Corporation, except that:

             (A)  Prior to the Change of Control Date, as defined in 
          subparagraph (B) below, beginning with the first Annual or Special 
          Meeting of Stockholders occurring after the Effective Time, the 
          holders of the outstanding shares of Class A Stock voting as a class 
          shall be entitled to elect such number of Directors, but not less 
          than two, as shall equal 25% of the then total number of Directors 
          constituting the full Board of Directors, for purposes of which such 
          total number shall be deemed not to include the number of Directors, 
          if any, which the holders of Preferred Stock or of any series of 
          Preferred Stock voting as a class are then entitled to elect (such 
          number of Directors to be elected by such Class A Stock to be 
          rounded to the nearest larger whole number if such percentage does 
          not equal a whole number); and the holders of the Common Stock 
          voting as a class shall be entitled to elect the then remaining 
          number of Directors; provided, however, that all Directors elected 
          at any time when the outstanding shares of Common Stock amount to 
          fewer than 12 1/2% of the outstanding shares of the Common Capital 
          Stock, even though the Change of Control Date has not occurred, 
          shall be elected by the vote of all Common Capital Stock voting as 
          one class with one (1) vote per share and without distinction 
          between the votes of Class A Stock and Common Stock.  In the event 
          any vacancy occurs in the Directors who shall have been, or are to 
          be, elected by the holders of the Class A Stock or the Common Stock, 
          as the case may be, such vacancy or vacancies may be filled, until 
          the next meeting of the holders of the shares of such class, by the 
          vote of a majority of the Directors who are then in office and who 
          were elected by such class or, if only one such Director is then in 
          office, by such Director.  If any such vacancy is not so filled (or 
          if the holders of the class which elected the Director or Directors 
          who voted to fill such vacancy desire to remove or replace the 
          Director elected to fill such vacancy), a special meeting of the 
          holders of the shares of such class for the purpose of filling such 
          vacancy (or removing or replacing the Director elected to fill such 
          vacancy) may be called by the Chairman of the Board or President of 
          the Corporation and shall be called by the Chairman of the Board or 
          President of the Corporation within 30 days of receipt of written 
          request therefor by the holders of record of at least 25% of the 
          outstanding shares of such class.  The date on which any such 
          special meeting so called shall be held shall be as soon as 
          reasonably practicable following such call.  Notwithstanding the 
          provisions of this subparagraph (A), no special meeting of 
          stockholders shall be required to be held during the 120-day period 
          preceding the date fixed for the Annual Meeting of Stockholders.  At 
          any Special or Annual Meeting for the election of Directors by the 


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          holders of shares of Class A Stock or Common Stock, the presence, in 
          person or by proxy, of the holders of more than 50% of the then 
          outstanding shares of such class shall be required to constitute a 
          quorum for the election of Directors by such class; in the absence 
          of such a quorum, a majority of the holders of shares of the class 
          present, in person or by proxy, shall have the power, without notice 
          other than announcement of the adjournment at the meeting, to 
          adjourn the meeting for the purpose of such election from time to 
          time, until a quorum shall be present.  For purposes of the 
          provisions of this subparagraph (A), outstanding shares shall 
          exclude shares of Common Capital Stock owned by the Corporation or 
          by any other corporation a majority of the shares of which entitled 
          to vote in the election of directors is owned, directly or 
          indirectly, by the Corporation.

             (B)  Prior to the Change of Control Date, except as provided in 
          subparagraph (A) above as to election of Directors or as hereinafter 
          provided in this subparagraph (B) or as may be required by the 
          General Corporation Law of Delaware, the holders of shares of 
          Common Stock shall be entitled to one (1) vote per share on all 
          matters voted upon by the stockholders of the Corporation for each 
          share of Common Stock held of record by each such holder and the 
          holders of shares of Class A Stock shall be entitled to one-tenth 
          (1/l0) of one (1) vote per share on all matters voted upon by the 
          stockholders of the Corporation for each share of Class A Stock held 
          of record by each such holder.

             The "Change of Control Date" shall be the first date after the 
          Effective Time on which the shares of Harris Group Stock (as 
          hereinafter defined) are entitled to cast fewer than 1,496,110 votes 
          (counting the Class A Stock as entitled to cast one-tenth (1/l0) of 
          one (1) vote per share for this purpose); provided, however, that no 
          Change of Control Date shall occur as a result of a transaction 
          following which the shares of Harris Group Stock are entitled to 
          cast fewer than 1,496,110 votes but more than 1,458,707 votes 
          (counting the Class A Stock as entitled to cast one-tenth (1/l0) of 
          one (1) vote per share for these purposes) unless, within 90 days 
          following such transaction, the shares of Harris Group Stock are not 
          restored to a level entitled to cast at least 1,496,110 votes (in 
          which event, the Change of Control Date shall be the date of such 
          90th day); provided, further, that no Change of Control Date shall 
          occur as a result of a transaction (a "Successor Group Transaction") 
          in which the beneficial ownership of Harris Group Stock entitled to 
          cast at least 1,496,110 votes shall be transferred as an entirety to 
          a person or "group" (as such term is used in Section 13(d) of the 
          Securities Exchange Act of 1934, as such Section is in effect and 
          interpreted at the Effective Time) (such person or group being 
          referred to as a "Successor Group") unless such Successor Group 
          Transaction shall occur on or before, or pursuant to an agreement 
          entered into on or before, the first anniversary of the date on 
          which the Effective Time occurs and unless the Successor Group 
          involved as a purchaser in such Successor Group Transaction shall 
          not, by the three month anniversary of the date of such Successor 
          Group Transaction, have offered to purchase for at least Equivalent 


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          Value (as hereinafter defined) all outstanding shares of Common 
          Capital Stock other than those involved in such Successor Group 
          Transaction (in which event, the Change of Control Date shall be the 
          date of such three month anniversary).  In the event of a Successor 
          Group Transaction other than a Successor Group Transaction giving 
          rise to the Change of Control Date, references in the definitions of 
          "Harris Group Stock" and of "Equivalent Value" to the Harris Group 
          shall thereafter refer to the Successor Group involved as a 
          purchaser in such Successor Group Transaction, and Harris Group 
          Stock shall include shares purchased in such Successor Group 
          Transaction.  In the event of any combination or subdivision 
          (including by way of a stock dividend) of the Common Capital Stock, 
          the numbers of votes set forth in the second preceding sentence 
          shall be equitably adjusted by the Board of Directors.  The "Harris 
          Group" means Messrs.  Irving B. Harris, Neison Harris, King Harris, 
          William W. Harris and Sidney Barrows and their respective spouses, 
          descendants and spouses of descendants , trustees of trusts 
          established for the benefit of such persons, and executors of 
          estates of such persons.  "Spouses" includes widows and widowers 
          until first remarried.  "Harris Group Stock" means, at any point in 
          time, shares of Common Capital Stock which, at such time, any member 
          of the Harris Group, either alone or in combination with any other 
          member or members of the Harris Group, directly or indirectly 
          beneficially owns (as defined in Rule 13d-3 promulgated under the 
          Securities Exchange Act of 1934, as such Rule is in effect and 
          interpreted at the Effective Time), without taking into account any 
          shares of Common Stock acquired by any member of the Harris Group 
          subsequent to May 31, 1989 in excess of shares of Common Stock 
          disposed of by members of the Harris Group subsequent to such date. 
          "Equivalent Value" means the same type and amount per share of 
          consideration paid to members of the Harris Group in the Successor 
          Group Transaction and, in determining such amount per share of 
          consideration, the aggregate amount paid to members of the Harris 
          Group in the Successor Group Transaction for all shares of Common 
          Capital Stock shall be divided by the total number of such shares.

             (C)  On the Change of Control Date, the authorized shares of 
          Class A Stock, both issued and unissued, shall automatically be 
          changed into Common Stock on a share for share basis and shall be 
          redesignated shares of Common Stock without any further action.

             (D)  Without the affirmative vote or consent in writing of the 
          holders of shares of Common Capital Stock entitled to cast at least 
          two-third (2/3) of the votes (counting the Class A Stock as entitled 
          to cast one-tenth (1/l0) of one (1) vote per share for this purpose 
          prior to the Change of Control Date) which the outstanding shares of 
          Common Capital Stock are entitled to cast at the time, the 
          Corporation shall not have the power:

                (i)  To liquidate, dissolve or wind up its affairs;

                (ii)  To merge or consolidate with or into any other 
             corporation, association, trust, partnership or entity; or



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                (iii)  To sell, exchange, assign, convey, transfer or in any 
             other way dispose of all or substantially all of its property and 
             assets, including its good will and its corporate franchises, in 
             one transaction or in a series of related transactions.

             Notwithstanding the foregoing, no vote or consent of the 
          stockholders of the Corporation shall be necessary to authorize a 
          merger if (1) the Corporation is a constituent corporation which 
          survives the merger, (2) the agreement of merger does not change the 
          name or authorized shares of any class or otherwise amend the 
          Certificate of Incorporation, and (3) the authorized unissued shares 
          or the treasury shares of common or capital Stock to be issued or 
          delivered under the plan of merger do not exceed 15% of the shares 
          of Common Capital Stock outstanding immediately prior to the 
          effective date of the merger.

             (E)  Without the affirmative vote or consent in writing of the 
          holders of shares of Common Capital Stock entitled to cast at least 
          two-thirds (2/3) of the votes (counting the Class A Stock as 
          entitled to cast one-tenth (1/l0) of one (1) vote per share for this 
          purpose prior to the Change of Control Date) which the outstanding 
          shares of Common Capital Stock are entitled to cast at the time, the 
          Corporation shall not have the power to amend Part I or Part 11 of 
          this Article FOURTH."

     THIRD:  That the Restated Certificate of Incorporation of said 
Corporation is further amended as follows:

     By inserting as a new Article EIGHTH the following:

        "EIGHTH:  The number of Directors constituting the full Board of 
     Directors shall be such number, not less than eight, fixed by, or in the 
     manner provided in, the By-Laws.  Without the affirmative vote or consent 
     in writing of the holders of shares of Common Capital Stock entitled to 
     cast at least two-thirds (2/3) of the votes (counting the Class A Stock 
     as entitled to cast one-tenth (1/10) of one (1) vote per share for this 
     purpose prior to the Change of Control Date) which the outstanding shares 
     of Common Capital Stock are entitled to cast at the time, the Corporation 
     shall not have the power to amend this Article EIGHTH."

     FOURTH:  That such amendments have been duly adopted in accordance with 
the provisions of the General Corporation Law of the State of Delaware by the 
affirmative vote of the holders of two-thirds (2/3) of the outstanding shares 
entitled to vote thereon at a meeting of stockholders.

IN WITNESS WHEREOF, we have signed this Certificate this 28th day of December, 
1989.


                                                 _____________________________
                                                 Vice President


                                                 _____________________________
                                                 Secretary

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