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                                                                     EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                     TO THE CERTIFICATE OF INCORPORATION OF
                            STRIKER INDUSTRIES, INC.

     Striker Industries, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the state of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of the Corporation, a
resolution was adopted setting forth a proposed amendment to ARTICLE V of the
Certificate of Incorporation of the Corporation, declaring said amendment to be
advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The proposed amendment increases the par value of the
Common Stock of the Corporation from $0.20 per share to $0.50 per share
simultaneously with a 1-for-2.5 reverse stock split of the issued (but not the
authorized and unissued) Common Stock of the Corporation, including shares of
Common Stock of the Corporation held by it as treasury shares and shares
reserved for issuance to holders of options and Warrants of the Corporation
outstanding on the date of filing of said amendment with the Secretary of State
of Delaware, which amendment alters or changes ARTICLE V of the Certificate of
Incorporation of the Corporation so that, as amended, ARTICLE V shall hereafter
be and read as follows:

                                   "ARTICLE V

     The total number of shares of all classes of capital stock which this
Corporation shall have authority to issue is 30,000,000 shares, which shall be
divided into two classes as follows:

     5,000,000 shares of Preferred Stock with a par value of $0.20 per share,
     and

     25,000,000 shares of Common Stock with a par value of $0.50 per share.

     At such time as the Certificate of Amendment to the Certificate of
Incorporation of this Corporation providing for 5,000,000 shares of Preferred
Stock of this Corporation with a par value of $0.20 per share and 25,000,000
shares of Common Stock of this Corporation with a par value of $0.50 per share
is filed with the Secretary of State of Delaware (the date of such filing being
hereinafter called the "Effective Date"), the issued (but not the authorized
and unissued) shares of Common Stock of the Corporation, including shares of
Common Stock of the Corporation held by it as treasury shares on the Effective
Date, and including shares of the Corporation's Common Stock reserved for
issuance on the Effective Date to holders of then outstanding options and
Warrants of the Corporation, will be changed and split on the basis of 1 share
with a par value of $0.50 per share for each 2.5 shares with a par value of
$0.20 per share. No fractional shares will 

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be issued and all fractional shares will be rounded up to the nearest whole
share. On the Effective Date, all shares of Common Stock of the Corporation of
the par value of $0.20 per share issued and outstanding or held in the treasury
of the Corporation (but not authorized and unissued shares) or then reserved
for issuance to holders of then outstanding options and Warrants of the
Corporation, shall at such time, without any action on the part of the holders
thereof, be reclassified, changed and converted into a number of shares of
Common Stock of the Corporation of the par value of $0.50 per share equal to
2/5 of the aggregate number of shares of Common Stock of the Corporation of the
par value of $0.20 per share outstanding or held in the treasury or reserved
for issuance to holders of options and Warrants of the Corporation immediately
prior to the Effective Date, without increasing or decreasing the amount of
stated capital or surplus of the Corporation. As promptly as practicable after
the effective date of the reclassification and change in the shares of the
Common Stock of the Corporation in accordance with the foregoing, notice shall
be given to all stockholders of record of the Corporation on the Effective Date
to surrender their certificate or certificates of shares of Common Stock of the
Corporation to the Corporation's Transfer Agent for cancellation and reissuance
in accordance with the terms of the provisions of amended ARTICLE V as set
forth in the Certificate of Amendment. On the Effective Date, no shares of
Preferred Stock of the Corporation will have been issued or be outstanding.

     The Common Stock or Preferred Stock may be issued by the Corporation from
time to time for such consideration and upon such terms as may be fixed from
time to time by the Board of Directors and as may be permitted by law, without
action by any stockholders.

     Each share of Common Stock shall be equal to every other share of Common
Stock in every respect. The shares of Common Stock shall entitle the holders
thereof to one vote for each share upon all matters upon which stockholders
have the right to vote.

     The Preferred Stock shall be classified, divided and issued in series.
Each series of Preferred Stock may be issued as determined from time to time by
the Board of Directors and stated in the resolution or resolutions providing
for the issuance of such stock adopted by the Board of Directors pursuant to
the authority vested in it. Each series is to be appropriately designated prior
to the issue of any shares thereof by some distinguishable letter, number or
title. All shares of Preferred Stock shall be of equal rank and have the same
powers, preferences and rights, and shall be subject to the same
qualifications, limitations and restrictions, without distinction between the
shares of different series thereof, except in regard to the following
particulars, which may be different in different series:

1.   The rate of dividend.

2.   The price at and the terms and conditions on which shares may be redeemed.

3.   The amount payable upon shares in the event of voluntary or involuntary
     liquidation

4.   Sinking fund provisions for the redemption or purchase of shares.


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5.   The terms and conditions on which shares may be converted if the shares of
     any series are issued with the privilege of conversion.

6.   Voting rights, if any.

     The Board of Directors may, from time to time, increase the number of
shares of any series of Preferred Stock already created by providing that any
unissued shares of Preferred Stock shall constitute part of such series, or may
decrease (but not below the number of shares thereof then outstanding) the
number of shares of any series of any Preferred Stock already created providing
that any unissued shares previously assigned to such series shall no longer
constitute a part thereof. The Board of Directors is hereby empowered to
classify or reclassify any unissued Preferred Stock by fixing or altering the
terms thereof in respect to the above mentioned particulars and by assigning
the same to an existing or newly-created series from time to time before the
issuance of such stock.

     Dividends shall be payable upon the Preferred Stock or Common Stock at the
discretion of the Board of Directors of the Corporation at such time and in
such amounts as it deems advisable, subject, however, to the provisions of
applicable law."

     SECOND: That thereafter, pursuant to resolutions of its Board of
Directors, an Annual Meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Sec.222 of the General
Corporation Law of the state of Delaware, at which meeting the necessary number
of shares required by statute were voted in favor of the foregoing amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Sec. 242 of the General Corporation Law of the state of Delaware.

     IN WITNESS WHEREOF, Striker Industries, Inc. has caused this Certificate
of Amendment to be executed in its corporate name by its President and attested
by its Secretary, both duly authorized, on the 25th day of June, 1997.


ATTEST:                                  STRIKER INDUSTRIES, INC.

                       
By: /s/ Matthew D. Pond                  By: /s/ David A. Collins
   --------------------------               ---------------------------
   Matthew D. Pond, Secretary               David A. Collins, President