EXHIBIT 3.1(b)

                                GKN HOLDING CORP.

                          CERTIFICATE OF ELIMINATION OF

                            SERIES A PREFERRED STOCK

              -----------------------------------------------------


                         Pursuant to Section 151 of the
                        Delaware General Corporation Law

              -----------------------------------------------------



                  GKN Holding Corp., a corporation  organized and existing under
the Delaware General Corporation Law of the State of Delaware ("Corporation"),


                  DOES HEREBY CERTIFY:


                  FIRST:  The name of the Corporation is:

                                GKN Holding Corp.

                  SECOND:  That the  Corporation was originally incorporated in
Delaware on January 30, 1987 under its present name.

                  THIRD:  That a class of Series A  Preferred  Stock,  par value
$.10 per share ("Series A Preferred Stock") was established by the Corporation's
Restated  Certificate of Incorporation  as filed with the Delaware  Secretary of
State on June 6, 1991, as amended by  Certificate of Amendment as filed with the
Delaware  Secretary  of State  on  September  15,  1992,  with  such  terms  and
conditions  as set  forth in such  Restated  Certificate  of  Incorporation,  as
amended.

                  FOURTH:  That no issued shares of the Series A Preferred Stock
remain  outstanding and the Corporation no longer desires to issue any shares of
Series A Preferred Stock.

                  FIFTH:  That  pursuant to the authority so vested in the board
of directors pursuant to Section 151(g) of the Delaware General Corporation Law,
the board of directors by unanimous written consent dated January 13, 1997, duly
adopted the following resolution:



                  RESOLVED,   that,  since  no  Series  A  Preferred  Stock  are
         outstanding   and  none  will  be  issued   in   accordance   with  the
         Corporation's  Restated  Certificate of Incorporation  previously filed
         which established the Series A Preferred Stock, the Corporation's Board
         of Directors,  pursuant to the authority vested in it by the provisions
         of Section  151(g) of the  Delaware  General  Corporation  Law,  hereby
         eliminates   from   the   Corporation's    Restated    Certificate   of
         Incorporation,  as amended,  all matters set forth therein with respect
         to the Series A Preferred  Stock and the  Corporation,  by its Board of
         Directors, deems such Series A Preferred Stock to be cancelled.

                  Such resolution was signed by the Chairman and Chief Executive
Officer and Secretary of the Corporation.









                                        1

<PAGE>


                  IN WITNESS  WHEREOF,  we have  executed  this  Certificate  on
behalf of the  Corporation,  under  penalties of perjury,  and believe the facts
stated herein to be true, this 14th day of January 1997.


                                                GKN Holding Corp.



                                                By:    /s/ David Nussbaum
                                                --------------------------
                                                Name: David M. Nussbaum
                                                Title:    Chairman and Chief
                                                          Executive Officer


                                                By: /s/    Katherine Nathan
                                                ---------------------------
                                                Name:  Katherine Nathan
                                                Title:    Secretary




                           CORPORATE ACKNOWLEDGEMENTS


STATE OF   New York)
                   ) ss.:
COUNTY OF  New York)


                  On the 17th day of January  1997,  before me  personally  came
David M. Nussbaum,  to me known, who, being by me duly sworn, did depose and say
that he believes the facts stated in the  Certificate of Elimination to be true;
that he is the Chairman and Chief  Executive  Officer of GKN Holding Corp.,  the
corporation described in and which executed the foregoing  instrument;  and that
he  signed  his  name  thereto  by  order  of the  board  of  directors  of said
corporation.



  /s/ Carl Goodman                                   March 30, 1998
----------------------------                      -----------------------------
Notary Public                                        Commission Expiration Date


STATE OF   New York)
                   ) ss.:
COUNTY OF  New York)


                  On the 17th day of January  1997,  before me  personally  came
Katherine  Nathan,  to me known, who, being by me duly sworn, did depose and say
that she believes the facts stated in the Certificate of Elimination to be true;
that she is the Secretary of GKN Holding Corp., the corporation described in and
which executed the foregoing instrument; and that she signed her name thereto by
order of the board of directors of said corporation.




  /s/ Carl Goodman                                    March 30, 1998
--------------------------                        ----------------------------
Notary Public                                        Commission Expiration Date




                              2

<PAGE>