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                                                                    EXHIBIT 3(i)

                           CERTIFICATE OF AMENDMENT OF

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              CMI INDUSTRIES, INC.


                     Pursuant to Sections 242 and 228 of the
                General Corporation Law of the State of Delaware



      CMI INDUSTRIES, INC., a corporation organized and existing under the laws
of the State of Delaware, for the purpose of amending its Amended and Restated
Certificate of Incorporation, hereby certifies as follows:

      FIRST: The name of the corporation is CMI INDUSTRIES, INC. (the
"Corporation"). The Corporation was originally organized under the name of "CMI
Holdings, Inc." under the General Corporation Law of the State of Delaware by
filing a Certificate of Incorporation with the Secretary of State on November
10, 1986;

      SECOND: That the Corporation's Amended and Restated Certificate of
Incorporation be amended as follows:


            RESOLVED, that the Amended and Restated Certificate of Incorporation
      of the Corporation be amended by deleting the Articles numbered "Article
      IV," "Article V" and "Article VI" in their entirety and replacing such
      deleted Articles with the following new Article IV, Article V and Article
      VII, respectively:

                                   ARTICLE IV
                                  Capital Stock

            (a) Designation. The aggregate number of shares of capital stock
      which the Corporation has authority to issue is 2,100,001 shares, which
      shall consist of 2,100,000 shares of common stock, $1.00 par value per
      share ("Common Stock"), and one (1) share of preferred stock, $.001 par
      value per share ("Preferred Stock"), which preferred share (the "Preferred
      Share") shall be designated Series A Preferred Stock, par value $.001 per
      share (the "Series A Preferred Stock").


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            (b) Common Stock. The following provisions shall relate to the
      Corporation's shares of Common Stock.

                  (i) Voting Rights. Except as set forth herein or as otherwise
      required by law, each outstanding share of Common Stock shall be entitled
      to vote on each matter on which the stockholders of the Corporation shall
      be entitled to vote, and each holder of Common Stock shall be entitled to
      one vote for each share of such stock held by such holder.

                  (ii) Dividends and Other Distributions. The Board of Directors
      of the Corporation may cause dividends to be paid to holders of shares of
      Common Stock out of funds legally available for the payment of dividends,
      except that if the Effective Time (as defined below) occurs, no dividend
      may be issued to holders of Common Stock during the Effective Time. Any
      dividend or distribution on the Common Stock shall be payable on shares of
      all Common Stock share and share alike.

                  (iii) Liquidation. In the event of any voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation,
      after payment or provision for payment of the debts and other liabilities
      of the Corporation, the holders of shares of Common Stock shall be
      entitled to share ratably, share and share alike, in the remaining net
      assets of the Corporation.

            (c) Series A Preferred Stock. Except as provided herein or as
      required by law, the holder of the Preferred Share shall be entitled to no
      rights or privileges with respect to the Corporation.

                  (i) Voting Rights. During the period commencing on the date
      the United States Bankruptcy Court for the District of Delaware entered an
      order dismissing the Corporation's Chapter 11 bankruptcy case (case no.
      01-1660) and ending on November 30, 2001 (the "Effective Time"), the
      holder of the Preferred Share shall be entitled to vote on any matter that
      holders of the Common Stock shall vote. In addition, during the Effective
      Time the holder of the Preferred Share shall have (A) the sole right (1)
      to elect one member of the Board of Directors of the Corporation (the
      "Preferred Director"), (2) to remove and replace such Preferred Director,
      at any time and from time to time, with or without cause, and (3) to fill
      any vacancy created by the death or resignation of the Preferred Director;
      and (B) the right to vote, separately as a class, upon (1) any proposed
      amendment to this Amended and Restated Certificate of Incorporation and
      (2) any proposed amendment to the Corporation's Bylaws submitted to the
      stockholders of the Corporation for approval. Except as otherwise
      expressly provided in Article V and Article VI, and except, during the
      Effective Time, the holder of the Preferred Share shall not have the right
      to vote on any matters (including the separate election, removal and
      replacement of a Preferred Director) whatsoever, whether together with the
      holders of the Common Stock or as a separate class.

                  (ii) Dividends and other Distributions. The holder of the
      Preferred Share shall not be entitled to any dividend or distribution.


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                  (iii) Liquidation. Upon the voluntary or involuntary
      liquidation, dissolution or winding up of the Corporation, after payment
      or provision for payment of the debts and other liabilities of the
      Corporation, the registered holder(s) of the Preferred Share, if then
      outstanding, shall be entitled to receive out of the net assets of the
      Corporation, before any payment or distribution shall be made on the
      Common Shares, cash or other property having a fair market value or some
      combination thereof in an amount equal to $10.00. The Preferred Share
      shall not be entitled to any other distribution whatsoever in the event of
      any voluntary or involuntary liquidation, dissolution or winding up of the
      Corporation.

                  (iv) Redemption. The Preferred Share shall automatically be
      redeemed on November 30, 2001 for $10.00, at which time it shall cease to
      be outstanding and the holder thereof shall deliver the certificate
      evidencing the same to the Corporation marked "cancelled."

                                    ARTICLE V
                        Voting Requirements For Amendment

            During the period beginning on the date the Corporation's Amended
      and Restated Certificate of Incorporation becomes effective and ending on
      November 30, 2001, any action to alter, amend, repeal or modify any
      provision contained in this Amended and Restated Certificate of
      Incorporation shall be null and void unless approved by (a) a simple
      majority of the then issued and outstanding shares of Common Stock and (b)
      the holder of the Preferred Share.

                                   ARTICLE VI
                                     Bylaws

            The Corporation's Board of Directors is expressly authorized to
      alter, amend, repeal or adopt the Bylaws of the Corporation; provided,
      that during the period beginning on the date the Corporation's Amended and
      Restated Certificate of Incorporation becomes effective and ending on
      November 30, 2001, any action to alter, amend, repeal or adopt the Bylaws
      of the Corporation shall be null and void unless approved by (i) a simple
      majority of the Board of Directors and (ii) the Preferred Director.

      THIRD: This Certificate of Amendment to Amended and Restated Certificate
of Incorporation has been duly approved and adopted by the Board of Directors
and stockholders of this Corporation in accordance with the provisions of
Sections 228 and 242 of the General Corporation Law of the State of Delaware and
in accordance with the terms and conditions of the Corporation's Amended and
Restated Certificate of Incorporation.


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      IN WITNESS WHEREOF, this Certificate of Amendment to Amended and Restated
Certificate of Incorporation has been signed by an authorized officer of this
Corporation on this 5th day of November, 2001.

                                        CMI INDUSTRIES, INC.



                                        By: /s/ JAMES A. OVENDEN
                                            ------------------------------------
                                            Name:  James A. Ovenden
                                            Title: Executive Vice President


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