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                                                                   Exhibit 3.1A


                                                                          PAGE 1

                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE
                        --------------------------------

     I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "NYMEX HOLDINGS, INC.", FILED IN THIS OFFICE ON THE NINTH DAY OF
APRIL, A.D. 2001, AT 9 O'CLOCK A.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.




[SECRETARY OF STATE SEAL]

                                       /s/ Harriet Smith Windsor
                                       -----------------------------------------
                                       Harriet Smith Windsor, Secretary of State



                                                         AUTHENTICATION: 1072245

                                                                  DATE: 04-10-01
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                                                            STATE OF DELAWARE
                                                           SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 04/09/2001
                                                         010173497 - 3175181

                            Certificate of Amendment
                                       of
                          Certificate of Incorporation
                                       of
                              NYMEX Holdings, Inc.

          NYMEX Holdings, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify:

          1.   Article SIXTH of the Corporation's Certificate of Incorporation
is hereby amended to read as follows:

          SIXTH:  Until such time as this Certificate of Incorporation is duly
amended to eliminate the restriction on transfer contained in paragraph (b) of
Article FIFTH:

          (a) The Board of Directors shall consist of 25 members.

          (b) The directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. The terms of the Class I directors shall first expire at
the annual meeting of stockholders held in 2001; the terms of the Class II
directors shall first expire at the annual meeting of stockholders held in
2002; and the terms of the Class III directors shall first expire at the annual
meeting of stockholders held in 2003. At each annual meeting of stockholders,
the successors to the class of directors whose term expires shall be elected
for a three-year term. If the number of directors is changed, any increase or
decrease shall be apportioned so as to maintain the number of directors in each
class as nearly equal as possible and any additional director of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class,
but in no case shall a decrease in the number of directors shorten the term of
any incumbent director. A director shall hold office until the annual meeting of
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stockholders for the year in which the director's term expires and until the
director's successor shall be elected and shall qualify, subject, however, to
prior death, resignation, retirement, disqualification or removal from office.

     (c) The Board of Directors shall have a Chairman and a Vice Chairman who
shall be designated as Chairman or Vice Chairman by the stockholders of the
Corporation and who shall, when so designated, become members of the At Large
category of Directors as described below. The Chairman shall be a member of
Class I and the Vice Chairman shall be a member of Class II. The term of each
of them shall expire at the expiration of the term of the applicable class.
Successors to each of them shall be elected at the annual meeting of
stockholders at which his or her term expires. In order to be designated as
Chairman or Vice Chairman, a candidate for election to the Board must be
designated in accordance with the procedures determined by the Board of
Directors. The Chairman and the Vice Chairman each shall have the power,
authority and responsibilities provided in the bylaws of the Corporation.

     (d) Each Class of directors shall consist of at least one member from
each of the categories indicated below:

        (i) Floor Broker Group ("Floor Broker"), which consists of holders or
     lessees of Exchange Memberships whose principal commodity-related business
     is acting as a floor broker on the floor of the Exchange:

        (ii) Futures Commission Merchant Group ("FCM"), which consists of
     holders or lessees of Exchange Memberships who are either officers,
     directors or partners of a corporation, partnership, association or sole
     proprietorship, the principal commodity-related business of which is the
     solicitation or acceptance of orders for commodity futures and/or options
     transactions from customers, and in connection therewith accepts money,
     securities or other property to margin or guarantee such transactions and,
     which is registered with the Commodity Futures Trading Commission as a
     Futures Commission Merchant;


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          (iii) Trade Group ("Trade"), which consists of holders or lessees of
     Exchange Memberships who are either officers, directors or partners of a
     corporation, partnership, association or sole proprietorship, the principal
     commodity-related business of which is the production, processing or
     commercial use of, or is a merchant dealing in, one or more commodities
     traded on the Exchange;

          (iv) Local Trader Group ("Local"), which consists of holders or
     lessees of Exchange Memberships whose principal commodity-related business
     is executing trades in Exchange contracts on the floor of the Exchange for
     their personal accounts;

          (v) At Large Group ("At Large"), which consists of holders or lessees
     of Exchange Memberships; and

          (vi) Equity Holder Group ("Equity"), which consists of owners of
     Exchange Memberships who have leased their last or sole membership to
     another party.

In addition, the directors designated as the Chairman and Vice Chairman of the
Board shall become members of the At Large category of directors.

     In order to be elected at a meeting of stockholders held after this
provision first becomes effective to one of the categories described in clauses
(i) through (vi) above, a candidate for election to the Board must be nominated
in accordance with procedures determined by the Board of Directors whereupon
that candidate will be eligible for election at the applicable meeting of
stockholders only as a member of the category determined in accordance with the
procedures implemented by the Board of Directors. If, by reason of a change in
the business of a Director, such Director no longer falls within the category
set forth in subclauses (i) through (vi) above in which he was elected, the term
of such Director shall automatically expire effective at the next annual meeting
of stockholders and a successor to such Director shall thereupon be elected for
the remainder of the term of the class to which such successor Director
succeeds. In the event of a dispute as to the category of any Director, the
Board of Directors shall make a final determination upon such data as it, in its
discretion, determines is necessary, relevant or material.


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     (e) The Board of Directors shall also have five Public Directors who shall
be directly elected by the stockholders. Two Public Directors shall be members
of Class I, one Public Director shall be a member of Class II and two Public
Directors shall be members of Class III. The term of each Public Director shall
expire at the expiration of the term of the applicable class. Successors to each
of them shall be elected at the annual meeting of stockholders at which his or
her term expires. In order to qualify as a Public Director, a person must be
knowledgeable of futures trading or financial regulation or otherwise capable of
contributing to the deliberations of the Board of Directors and may not be a
member of the Exchange or affiliated with any member of the Exchange or an
employee of the Exchange. No Public Director who has served as a Public Director
for two consecutive terms shall be eligible for election as a Public Director
until one year has elapsed from the date of the expiration of such person's last
term.

     (f) Not more than one partner, officer, director, employee or affiliate of
a member of the Exchange or of any member firm of the Exchange, or of any
affiliate of a member of the Exchange or of a member firm of the Exchange, shall
be eligible to serve as a Director at one time. If, by reason of a change in
affiliation of a Director, election of a Director at any time, or by reason of
merger, sale or consolidation of two or more member firms of the Exchange, more
than one officer, director, employee, partner, or affiliate of a member firm of
the Exchange is a Director, at least one such Director shall resign so that
there shall be only one Director who is an officer, director, employee, partner,
affiliate of such member of the Exchange or member firm of the Exchange or of
its affiliate. If one such Director shall fail to resign the term of all such
Directors shall automatically expire and the vacancy or vacancies shall
thereafter be filled by the Board, provided, however, that if one such Director
is the Chairman or the Vice Chairman, only the term of the other such Director
or Directors shall expire; further provided, that if two of such Directors are
Chairman and Vice Chairman, respectively, the term of the Vice Chairman shall
expire as aforesaid. No person shall be permitted to stand for election to the
Board of Directors if the election and qualification of such person could result
in more than one person who is a partner, officer, director, employee or
affiliate of a member of the Exchange or of any member firm of



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the Exchange or any affiliate of a member of the Exchange or of a member firm
of the Exchange serving on the Board of Directors.

          The term "affiliate" as used in this clause (f) shall include the
power, whether directly or indirectly, to control a firm or other business
entity as well as the direct or indirect ownership of 10% or more of the voting
securities of a corporation or ownership of a partnership interest in a
partnership.

          In the event that there is a controversy as to the status of the
business affiliation of a Director, Director elect, or Director nominee, at the
written request of the Chairman or the President, the Executive Committee of
the Board shall make a final determination upon such data as it, in its
discretion, determines is necessary, relevant or material.

          (g) No person shall be permitted to stand for election for more than
one position on the Board at a single meeting of stockholders.

          2.   This amendment was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware.

          IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed on its behalf by the authorized officer named below.



                                        /s/ Christopher K. Bowen
                                        ---------------------------------
                                        Name:  Christopher K. Bowen
                                        Title: Senior Vice President and
                                               General Counsel
                                        Date:  April 9, 2001



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