EXHIBIT 3.3

                              AMENDED DESIGNATIONS,
                             PREFERENCES AND RIGHTS
                         OF THE SERIES B PREFERRED STOCK
                                       OF
                           JANUS AMERICAN GROUP, INC.

     Pursuant  to Section  151 of the  General  Corporation  Law of the State of
     Delaware,

     Janus American  Group,  Inc., a Delaware  corporation  (the  "Corporation")
certifies that,  pursuant to the authority contained in paragraph (4) of Article
FOURTH  of  its  Restated  Certificate  of  Incorporation,  as  amended,  and in
accordance with the provisions of Section 151 of the General  Corporation Law of
the  State of  Delaware,  its  Board of  Directors  has  adopted  the  following
resolution amending the designations,  preferences and rights of a series of its
Preferred Stock, par value $.01 per share,  designated as the "Preferred  Stock,
par value $0.01 per share, Series B":

          WHEREAS,  the existing holders of the Preferred Stock, par value $0.01
     per  share,  Series  B have  consented  to an  increase  in the  number  of
     authorized shares of such series; it is therefore,

          RESOLVED,  that  paragraph (2) of the  Designations,  Preferences  and
     Rights of Preferred Stock,  Series B, is amended and restated to provide as
     follows:

          Number of Shares. The number of shares in the Series B shall be 20,000
          shares.  Shares  of the  Series B  redeemed,  purchased  or  otherwise
          acquired  by the  Corporation  shall be canceled  and shall  revert to
          authorized  but unissued  Preferred  Stock,  par value $0.01 per share
          undesignated as to series and subject to reissuance by the Corporation
          as shares of the Preferred  Stock,  par value $0.01 per share,  of any
          one or more  series.  The  Corporation  shall be  authorized  to issue
          certificates for fractional shares.

     and it is further

          RESOLVED,   the  proper   officers  of  the   Corporation  are  hereby
          authorized, empowered and directed to take all such further action and
          to execute, deliver, certify and file all instruments and documents in
          the  name of and on  behalf  of  this  Corporation  as  such  officers
          executing  same shall  approve as necessary or advisable to effectuate
          and  accomplish  the  purpose  of the  foregoing  resolution  and  the
          transactions  contemplated  thereby, the taking of such action and the
          execution, delivery,  certification and filing of such documents to be
          conclusive evidence of such approval.



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     IN WITNESS  WHEREOF,  said  Janus  American  Group,  Inc.  has caused  this
Certificate  to be  duly  executed  by  its  President  and  attested  to by its
Secretary this 8th day of January, 1999.

Attest:                                          JANUS AMERICAN GROUP, INC.


By: /s/  Frank E. Lawatsch, Jr.               By:  /s/  James E. Bishop 
    Name:  Frank E. Lawatsch, Jr.                  Name:  James E. Bishop
    Title:    Secretary                            Title:    President