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                                                                    EXHIBIT 4.4





                           CERTIFICATE OF RESOLUTION


     RESOLVED, that the Board of Directors shall and hereby does establish
Series Five Preferred Stock of Maxco, Inc., having the following rights,
privileges and restrictions:

     A. Series Five Preferred Stock.  Series Five Preferred Stock of Maxco, Inc.
        shall be 34,000 shares with a face value of $120.00 per share.

     B. Dividends.  The Corporation shall pay a Dividend upon such Series Five
        Preferred Stock as follows:   

        1.  Such Dividend shall be equal to 10% per annum of the face value of
            each share.

        2.  The Corporation shall be obligated to declare a Dividend each and
            every quarter if it shall then be legally entitled to do so.

        3.  If the Dividend set forth herein is not paid and if such Dividend
            did not, under the circumstances, have to be paid, then such
            Dividend shall be payable in the next period when such Dividend
            legally can be made.

        4.  Should the surplus of said Corporation prior to any Dividend Day be
            insufficient to pay the Dividend on the Series Five Preferred
            Shares, such Dividend shall be payable from future surplus, but
            without interest, and no Dividend shall at any time be paid on the
            Common Shares until the full amount of 10% per annum up to such time
            and for the then current fiscal year upon all the Preferred Shares
            issued shall have been paid or set apart.

     C. Redemption.  The Series Five Preferred Shares are redeemable at any time
        after the third anniversary of their issuance in whole or in part, at
        the Company's option at 100% of principal amount plus a declining
        premium amount which shall be equal to 5% until the fourth anniversary
        of issuance and shall decline 1% annually thereafter to zero following
        the eighth anniversary, and plus any accumulated and unpaid Dividends to
        the date of redemption.

        Notice of the election of the Corporation to redeem all or a portion of
        the Series Five Preferred Stock shall be given by the Corporation by
        mailing a copy of such notice, not less than 30 nor more than 90 days
        prior to the date designated therein as the date for such redemption, to
        the holders of record of the Series Five Preferred Stock to be redeemed,
        addressed to them at their respective address appearing on the books of
        the Corporation.
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        D.  Voting.  The Series Five Preferred Shares are nonvoting; provided
            however if accrued but unpaid dividends on the Series Five
            Preferred Shares are in arrears for six consecutive fiscal quarters
            of the Company, the holders shall have the right to elect as a
            class, one member of the Board of Directors of the Corporation. 
            Also, the consent of the holders of two-thirds of the Series Five
            Preferred Stock will be required to create or authorize any series
            of stock ranking prior in liquidation to the Series Five Preferred
            Stock, or to change any of the express terms of the Series
            Preferred Stock in a manner prejudicial to the holders thereof.

        E.  Liquidation.  In any event of dissolution of the Corporation, the
            holders of Series Five Preferred Stock shall be entitled to receive
            the face value of their shares, together with accumulated dividends
            thereon to the date of payment, before holders of the Common Shares
            shall be entitled to receive anything thereon.  Thereafter, the 
            Series Five Preferred Stock shall not be entitled to share in the 
            assets of the Corporation.


Signed this 9th Day of April, 1997.



                                                /s/ERIC L. CROSS
                                                ----------------------------
                                                Eric L. Cross, Secretary and
                                                   Executive Vice President