EXHIBIT 3.1(a)
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                                                        STATE OF DELAWARE       
                                                        SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                    FILED 03:00 PM 11/04/1994
                                                        944212705-2387425
                        
                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                        ALPINE INTERNATIONAL CORPORATION

It is hereby certified that:

     1.   The name of the Corporation  (hereinafter called the "Corporation") is
          Alpine International Corporation.

     2.   The Certificate of  Incorporation of the Corporation is hereby amended
          by striking out Articles First and Fourth thereof and by  substituting
          in lieu of said articles the following new articles:

          "FIRST:  The  name  of  the  Corporation  is  Heng  Fai  China
                   Industries,   Inc.   and  its   duration   shall   be
                   perpetual."

          "FOURTH: This  Corporation  is authorized to issue two classes
                   of  shares of stock to be  designated,  respectively,
                   common  and  preferred  stock.  The  total  number of
                   shares of common stock shall be  30,000,000,  and the
                   par value of each share of said common stock shall be
                   $.01.  The total number of shares of preferred  stock
                   which  the  corporation  is  authorized  to  issue is
                   500,000,   the  par  value  of  each  share  of  said
                   preferred stock shall be $10.00. The preferred shares
                   may be  issued  from  time  to  time  in one or  more
                   series.  The Board of Directors is hereby authorized,
                   by  filing  a   certificate   (a   "Preferred   Stock
                   Designation")   pursuant  to  the  Delaware   General
                   Corporation  Law,  to fix or alter  from time to time
                   the  designation,  powers,  preferences and rights of
                   the   shares   of   each   such    series   and   the
                   qualifications,  limitations or  restrictions  of any
                   wholly  unissued  series of Preferred  Stock,  and to
                   establish  from  time to time the  number  of  shares
                   constituting  any such series or any of them,  and to
                   increase  or  decrease  the  number  of shares of any
                   series  subsequent  to the issuance of shares of that
                   series,  but not below  the  number of 


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                   shares of such series then  outstanding.  In case the
                   number of shares of any series  shall be decreased in
                   accordance  with the foregoing  sentence,  the shares
                   constituting  such  decrease  shall resume the status
                   that they had prior to the adoption of the resolution
                   originally  fixing  the  number  of  shares  of  such
                   series.

     3.   The  amendments  of  the  Certificate  of  Corporation  herein
          certified  have  been  duly  adopted  in  accordance  with the
          provisions  of Section 242 of the general  corporation  law of
          the state of Delaware.

Signed on November 3, 1994.

                                      /s/ Robert Trapp                       
                                      ----------------------------------
                                      Robert Trapp, Treasurer
                                      

ATTEST:                  

/s/ Robert Trapp
-------------------------
Robert Trapp, Secretary


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                                                       STATE OF DELAWARE      
                                                       SECRETARY OF STATE
                                                    DIVISION OF CORPORATIONS
                                                    FILED 03:30 pm 03/18/1994
                                                        944044477-2387425
 
                      CERTIFICATE OF INCORPORATION
                                   OF
                    ALPINE INTERNATIONAL CORPORATION

     The  undersigned,  a  natural  person,  for the  purpose  of  organizing  a
corporation to conduct the business and promote the purposes hereinafter stated,
under the provisions and subject to the requirements of the laws of the State of
Delaware hereby certifies that:

FIRST:     The name of the Corporation is Alpine International  Corporation (the
           "Corporation").

SECOND:    The address of the  Corporation's  registered  office in the State of
           Delaware is The Prentice-Hall Corporation System, Inc., 32 Loockerman
           Square,  Suite L-100 Dover, Kent County,  Delaware 19901. The name of
           its registered agent at such address is The Prentice-Hall Corporation
           System, Inc.

THIRD:     The  purpose  of the  Corporation  is to engage in any  lawful act or
           activity for which  corporations  may be organized  under the General
           Corporation Law of Delaware, as amended from time to time.

FOURTH:    Section 1. This  corporation  is  authorized  to issue two classes of
           stock designated  respectively, "Common Stock" and "Preferred Stock."
           The total number of shares which the  corporation  is  authorized  to
           issue  thirty  million  five hundred  thousand  (30,500,000)  shares,
           consisting  of thirty  million  (30,000,000)  shares of Common Stock,
           each having a par value of $.05, and five hundred thousand  (500,000)
           shares of Preferred Stock, each having a par value of $10.00.

           The  Preferred  Stock may be issued  from time to time in one or more
           series.  The Board of  Directors  is hereby  authorized,  by filing a
           certificate  (a  "Preferred  Stock  Designation")   pursuant  to  the
           Delaware  General  Corporation Law, to fix or alter from time to time
           the designation,  power, preferences and rights of the shares of each
           such series and the  qualifications,  limitations or  restrictions of
           any wholly unissued series of Preferred  Stock, and to establish from
           time to time the number of shares constituting any such series or any
           of them;  and to  increase  or  decrease  the number of shares of any
           series  subsequent to the issuance of shares of that series,  but not
           below the number of shares of such series then  outstanding.  In case
           the number of shares of any series shall be  decreased in  accordance
           with the


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           foregoing  sentence,  the shares  constituting  such  decrease  shall
           resume  the  status  that  they  had  prior  to the  adoption  of the
           resolution originally fixing he number of shares of such series.

FIFTH:     The name and the mailing address of the incorporation is as follows:

           Name:                    Mailing Address:
           -----                    ----------------
           Steven Wasserman         950 Third Avenue
           c/o Bernstein &          NY, NY 10022
             Wasserman

SIXTH:     The Corporation is to have perpetual existence.

SEVENTH:   Elections  of  directors  need  not be by  written  ballot  unless  a
           stockholder  demands  election  by written  ballot at the meeting and
           before voting begins or unless the By-laws of the  Corporation  shall
           so provide.

EIGHTH:    Section 1. The number of directors that constitute the whole Board of
           Directors of the  Corporation  shall be  designated  in the manner as
           provided in the By-laws of the Corporation.

           Section 2. At each annual meeting of  stockholders, directors  of the
           Corporation  shall be elected to hold office until the  expiration of
           the term for which they are elected and until their  successors  have
           been duly elected and qualified,  except that if  any  such  election
           is not so held, such election shall  take  place  at a  stockholders'
           meeting  called  and held in  accordance  with the  Delaware  General
           Corporation Law.

           Section 3.  Vacancies  occurring  on the Board of  Directors  for any
           reason may be filled by vote of a majority of the  remaining  members
           of the  Board of  Directors,  although  less  than a  quorum,  at any
           meeting of the Board of  Directors.  A person so elected by the Board
           of  Directors  to fill a vacancy  shall  hold  office  until the next
           succeeding  annual meeting of  stockholders  of the  Corporation  and
           until his or her successor has been duly elected and qualified.

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NINTH:     In  furtherance  and not in  limitation  of the powers  conferred  by
           statute,  except as  otherwise  may be provided in the By-laws of the
           Corporation,  the Board of Directors is expressly authorized to make,
           alter, amend or repeal the By-laws of the Corporation. Such authority
           does not divest the  stockholders of the power, or limit their power,
           to make, alter, amend or repeal the By-laws of the Corporation.

TENTH:     To the fullest extent permitted by the Delaware  General  Corporation
           Law as the same exists or as it may hereafter be amended, no director
           of the Corporation  shall be personally  liable to the Corporation or
           its stockholders for monetary damages for breach of fiduciary duty as
           a director.

           Neither any amendment nor repeal of this Article, nor the adoption of
           any provision of this Certificate of Incorporation  inconsistent with
           this Article, shall eliminate or reduce the effect of this Article in
           respect of any  matter  occurring,  or any cause of  action,  suit or
           claim that, but for this Article,  would accrue or arise, before such
           amendment, repeal or adopting of an inconsistent provision.

ELEVENTH:  At the election of directors of the Corporation, each holder of stock
           of any class or series  shall be  entitled to one vote for each share
           held.  No  stockholder  will be  permitted  to cumulate  votes at any
           election of directors.

TWELFTH:   Meetings of  Stockholders  may be held within or without the State of
           Delaware,  as the By-laws may provide.  The books of the  Corporation
           may be kept  (subject to any  provision  contained  in the  statutes)
           outside  the  State of  Delaware  at such  place  or  places a may be
           designated  from  time to time by the  Board of  Directors  or in the
           By-laws of the Corporation.

THIRTEENTH:Stockholders  of the  Corporation  may take action by written consent
           in lieu of a meeting.

FOURTEENTH:The Corporation  reserves the right to amend, alter, change or repeal
           any provision contained is this Certificate of Incorporation,  in the
           manner  now or  hereafter  prescribed  by  statute,  and  all  rights
           conferred  upon  stockholders  herein  are  granted  subject  to this
           reservation.

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     IN WITNESS WHEREOF, this Certificate of Incorporation has been signed under
the seal of the Corporation on this 17 day of March, 1994.

                                             By: /s/ Steven Wasserman
                                                 ------------------------------

[Seal]