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                                                                     Exhibit 3.2
    




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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:  _________________________________
Form C-107 (January 1991)



                            CERTIFICATE OF AMENDMENT
                                 BY DIRECTORS OF


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

Charles T. Sherman, who is:

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

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

of the above named Ohio corporation for profit do hereby certify that:

/ /  a meeting of the Board of Directors was called and held on the ___ day of
     ______________, 19___.

/X/  in a writing signed by all the Directors pursuant to Section 1701.54 of the
     Ohio Revised Code , the following resolution was adopted pursuant to
     Section 1701.72(B) (insert the proper paragraph number) of the Ohio Revised
     Code:

         RESOLVED, that the Amended and Restated Articles of Incorporation of PH
Group Inc., in the form attached hereto as Exhibit A and made a part hereof,
which Amended and Restated Articles of Incorporation consolidate the original
articles and all previously adopted amendments to the articles that are in force
at the date hereof, be, and the same hereby are, adopted.


         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
                                                ------------------------------
                                                    (President)


                                             By /s/ Kenneth J. Warren    
                                                ------------------------------
                                                    (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

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                  PH GROUP INC.


                                    ARTICLE I

          The name of said corporation shall be PH Group Inc.

                                   ARTICLE II

          The place in Ohio where its principal office is to be located is in
Columbus, Franklin County, Ohio.

                                   ARTICLE III

          The purposes for which it is formed are to engage in any lawful act or
activity for which corporations may be formed under Sections 1701.01 to 1701.98,
inclusive, of the Revised Code.

          This corporation reserves the right at any time and from time to time
substantially to change its purpose in the manner now or hereafter permitted by
statute. Any change of the purposes of the corporation which is authorized or
approved by the holders of shares entitling them to exercise the proportion of
the voting power of the corporation now or hereafter required by statute, shall
be binding and conclusive upon every shareholder as if he had voted therefor. No
shareholder, notwithstanding that he may have voted against such change of
purposes or may have objected thereto in writing, shall be entitled to payment
of the fair cash value of his shares.

                                   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


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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

                            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 Corporation, nor the sale, lease or conveyance of all or



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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.

                                    ARTICLE V

          A. Notwithstanding any provision of the Revised Code of Ohio, now or
hereafter in force, requiring for any purpose the vote of the holders of shares
entitling them to exercise two-thirds or any other proportion of the voting
power of the corporation or of any class or classes of shares thereof, such
action, unless otherwise expressly required by statute, may be taken by the vote
of the holders of shares entitling them to exercise a majority of the voting
power of the corporation or of such class or classes.

          B. The corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed or permitted by statute, and all rights conferred
upon shareholders herein are granted subject to this reservation.

          C. No person shall be disqualified from being a director of the
corporation because he or she is or may be a party to, and no director of the
corporation shall be disqualified from entering into any contract or other
transaction to which the corporation is or may be a party. No contract or other
transaction to which the corporation is or may be a party shall be void or
voidable for the reason that any director or officer or other agent of the
corporation is a party thereto, or otherwise has any direct or indirect interest
in such contract or transaction or in any other party thereto, for reason that
any interested director or officer or other agent of the corporation authorizes
or participates in authorization of such contract or transaction, (a) if the
material facts as to such interest are disclosed or are otherwise known to the
Board of Directors at the time the contract or transaction is authorized and at
least a majority of the disinterested members vote for or otherwise take action
authorizing such contract or transaction even though such disinterested
directors are less than a quorum, or (b) if the contract or transaction (i) is
not less favorable to the corporation than an arm's length contract or
transaction in which no director or officer or other agent of the corporation
has any interest or (ii) is otherwise fair to the corporation as of the time it
is authorized. Any interested director may be counted in determining the
presence of a quorum at any meeting of the Board of Directors which authorizes
the contract or transaction.

          D. Section 1701.831 of the Ohio Revised Code, as amended from time to
time, shall not apply to "control share acquisitions" of shares of stock of the
corporation, as defined in Section 1701.01(Z) of the Ohio Revised Code, as
amended from time to time.


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          E. No shareholder of the corporation may cumulative voting power in
the election of directors.

                                   ARTICLE VI

          The Board of Directors is hereby authorized to determine whether any,
and, if any, what part of the surplus, however created or arising, shall be used
or disposed of or declared in dividends or paid to shareholders, and, without
action of the shareholders, to use and apply such surplus, or any part thereof,
at any time or from time to time, in the purchase or acquisition of shares of
any class now or hereafter authorized, voting-trust certificates for shares,
bonds, debentures, notes, scrip, warrants, obligations, evidences of
indebtedness of the corporation, and other securities of the corporation, to
such extent or amount and in such manner and upon such terms as the Board of
Directors shall deem expedient.

                                   ARTICLE VII

          The provisions of Section 1701.13(E)(5)(a) of the Ohio Revised Code or
any statute of like tenor or effect which is hereafter enacted shall not apply
to the corporation. The corporation shall, to the fullest extent not prohibited
by any provision of applicable law other than Section 1701.13(E)(5)(a) of the
Ohio Revised Code or any statute of like tenor or effect which is hereafter
enacted, indemnify each director and officer against any and all costs and
expenses (including attorney fees, judgments, fines, penalties, amounts paid in
settlement and other disbursements) actually and reasonably incurred by or
imposed upon such person in connection with any action, suit, investigation or
proceeding (or any claim or other matter therein), whether civil, criminal,
administrative or otherwise becomes or is threatened to be made a party by
reason of being or at any time having been, while such a director or officer, an
employee or other agent of the corporation or, at the direction or request of
the corporation, a director, trustee, officer, administrator, manager employee,
adviser or other agent of or fiduciary for any other corporation, partnership,
trust venture or other entity or enterprise including any employee benefit plan.

          The corporation shall indemnify any other person to the extent such
person shall be entitled to indemnification under Ohio law by reason of being
successful on the merits or otherwise in defense of an action to which such
person is named a party by reason of being an employee or other agent of the
corporation and the corporation may further indemnify any such person if it is
determined on a case by case basis by the Board of Directors that
indemnification is proper in the specific case.

          Notwithstanding anything to the contrary in these Articles of
Incorporation, no person shall be indemnified to the extent, if any, it is
determined by the Board of Directors or by written opinion of legal counsel
designated by the Board of Directors for such purpose that indemnification is
contrary to applicable law.


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                                  ARTICLE VIII

          These Amended and Restated Articles of Incorporation supersede and
replace the original articles of PH Group Inc. and its predecessor and all
previously adopted amendments thereto that are in force on the date hereof.





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