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                                                                     Exhibit 3.1
    




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Prescribed by                            Charter No.: __________________________
BOB TAFT, Secretary of State             Approved: _____________________________
30 East Broad Street, 14th Floor         Date: _________________________________
Columbus, Ohio  43266-0418               Fee:    $35.00                         


                            CERTIFICATE OF AMENDMENT
               BY SHAREHOLDERS TO THE ARTICLES OF INCORPORATION OF


                                  PH GROUP INC.
--------------------------------------------------------------------------------
                              (Name of Corporation)

Charles T. Sherman, who is:

/  / Chairman of the Board  /X/ President /  / Vice President (Please check one)

and Kenneth J. Warren, who is: 
                     /X/ Secretary   /  / Assistant Secretary (Please check One)

of the above named Ohio corporation organized for profit does hereby certify
that: (Please check the appropriate box and complete the appropriate
statements.)

/X/  a meeting of the shareholders was duly called for the purpose of adopting
     this amendment and held on April 30, 1998 at which meeting a quorum of the
     shareholders 1998 was present in person or by proxy, and by the affirmative
     vote of the holds of shares entitling them to exercise __________% of the
     voting power of the corporation.

/ /  in a writing signed by all of the shareholders who would be entitled to
     notice of a meeting held for that purpose, the following resolution to
     amend the articles was adopted:

         RESOLVED, that Article IV of the Company's Amended Articles of
Incorporation be, and it hereby is, amended in its entirety to read as presented
to the shareholders at this meeting and set forth in Exhibit A to the proxy
statement delivered to the shareholders in connection with this meeting.

         IN WITNESS WHEREOF, the above named officers, acting for and on the
behalf of the corporation, have hereto subscribed their names this 30th day of
April, 1998.



By   /s/ Charles T. Sherman                   By   /s/ Kenneth J. Warren
     ----------------------------                  ---------------------------
    (President)                                    (Secretary)


NOTE: OHIO LAW DOES NOT PERMIT ONE OFFICER TO SIGN IN TWO CAPACITIES, TWO
SEPARATE SIGNATURES ARE REQUIRED, EVEN IF THIS NECESSITATES THE ELECTION OF A
SECOND OFFICER BEFORE THE FILING CAN BE MADE.



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                                                                       Exhibit A


                                   ARTICLE IV

                                AUTHORIZED SHARES

         Section 1. Number and Class of Shares. The number of shares which the
Corporation is authorized to have issued and outstanding is 12,500,000 shares.
The classes and the aggregate number of shares of each class are as follows:

          (a)     10,000,000 Common Shares, without par value; and

          (b)     2,500,000 Preferred Shares, without par value.

No holder of Common Shares or of Preferred Shares shall have as such, as a
matter of right, the preemptive right to subscribe for or purchase any part of
any new or additional issue of shares of any class whatsoever, or of securities
or other obligations convertible into or exchangeable for any shares of any
class whatsoever or which by warrants or otherwise entitle the holders thereof
to subscribe for or purchase any shares of any class whatsoever, whether now or
hereafter authorized and whether issued for cash or other consideration.

         Section 2.  Preferred Shares.

          2.1. Issuance in Series. Any unissued or treasury Preferred Shares may
be issued from time to time in one or more series for such consideration as may
be fixed from time to time by the Board of Directors. The Board of Directors is
hereby expressly authorized to adopt amendments to the Articles of Incorporation
in respect of any unissued or treasury Preferred Shares to, among other things,
fix or change (a) the division of Preferred Shares into one or more series, (b)
the designation and authorized number of shares of each series, and (c) the
express terms of each series of Preferred Shares. The express terms of shares of
different series of Preferred Shares shall be identical except that there may be
variations in respect of:

                  2.1.1.   the dividend or distribution rate;

                  2.1.2.   the dates of payments of dividends or distributions 
and the dates from which they are cumulative;

                  2.1.3.   redemption rights and price;

                  2.1.4.   liquidation price;

                  2.1.5.   sinking fund requirements;

                  2.1.6.   conversion rights; and


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                  2.1.7.   restrictions on the issuance of shares of the same 
series or of any other class or series.

         2.2. Voting Rights. As to every matter requiring the approval of the
shareholders of the Corporation, every holder of Preferred Shares shall be
entitled to one vote for each Preferred Share standing in his name on the books
of the Corporation, with the same and identical voting rights, except as
otherwise provided herein, as a holder of Common Shares. The Preferred Shares
and Common Shares shall vote together as a single class, except as otherwise
required by law or the Articles of Incorporation.

         2.3. Priority of Preferred Shares in Event of Dissolution. In the event
of any dissolution, liquidation or winding up of the affairs of the Corporation,
whether voluntarily or involuntarily, the holders of each series of Preferred
Shares shall be entitled, after payment or provision for payment of the debts
and other liabilities of the Corporation, to receive, out of the net assets of
the Corporation, the amount fixed and determined by the Board of Directors in
any amendment to the Articles of Incorporation providing for the issuance of a
particular series of Preferred Shares, before any distribution shall be made to
the holders of Common Shares. Neither the merger or consolidation of the
Corporations, nor the sale, lease or conveyance of all or part of its assets,
shall be deemed to be a liquidation, dissolution or winding up of the affairs of
the Corporation within the meaning of this Section 2.3.

         2.4. Priority of Preferred Shares to Dividends or Other Distributions
As and when dividends or other distributions payable in cash, property or
capital stock of the Corporation may be declared by the Board of Directors,
holders of Preferred Shares shall be paid a dividend or distribution in an
amount to be determined by the Board of Directors in any amendment to the
Articles of Incorporation before payment of any such dividend or distribution is
made to holders of Common Shares.



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