Appendix A
                              CERTIFICATE OF AMENDMENT

                                         OF

                        RESTATED CERTIFICATE OF INCORPORATION

                                         OF

                                 EXOLON-ESK COMPANY
                           ______________________________

                       Pursuant to Section 242 of the General
                      Corporation Law of the State of Delaware

               EXOLON-ESK COMPANY, 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:    The Restated Certificate of Incorporation of the
          Corporation shall be amended as follows:
 

                    A.   Article Fifth of the Certificate of Incorporation
               is hereby amended to decrease the number of directors from
               eight to six so that, as amended, the first sentence of said
               Article Fifth shall read in its entirety as follows:

                     "The number of Directors shall be six." 
 

                    B.   Article Sixth of the Certificate of Incorporation
               is hereby amended by deleting subparagraph (1) thereof and
               substituting a new subparagraph (1) which shall read in its
               entirety as follows:

                         "(1) Notwithstanding any provision of the General
                    Corporation Law of the State of Delaware now or
                    hereafter in force requiring for any corporate action
                    the vote of a lesser number of directors, the
                    affirmative vote of a majority of all of the directors
                    of the Corporation shall be required for the Board of
                    Directors to take any action, except when the Board of
                    Directors shall have designated an executive committee
                    with authority in the management of the Corporation, in
                    which case the affirmative vote of a majority of all of
                    the directors on said executive committee shall be
                    required for the executive committee to take action. 
                    Without limiting the generality of the foregoing, the
                    Board of Directors by the affirmative vote of not less
                    than four directors, is hereby authorized to amend the
                    By-laws of the Corporation.  


               SECOND:   The Board of Directors of the Corporation duly
          adopted a resolution setting forth the amendments set forth
          above, declaring their advisability and calling a special meeting
          of the stockholders of the Corporation entitled to vote in
          respect thereof.  Thereafter, the stockholders of the Corporation
          duly adopted and approved said amendments at a meeting on April
          30, 1997 in accordance with the applicable provisions of Section
          242 of the General Corporation Law of the State of Delaware.

               IN WITNESS WHEREOF, said Exolon-ESK Company has caused this
          certificate to be signed by J. Fred Silver, its President, and
          Nancy E. Gates, its Secretary, this 30th day of April, 1997.



                                        EXOLON-ESK COMPANY 




                                   By:  J. Fred Silver, President


          ATTEST:


          By: Nancy E. Gates, Secretary