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                                                                   EXHIBIT 3.6 

                            CERTIFICATE OF MERGER 
                                      OF 
                               INTERIORS, INC. 
                                     INTO 
                           INTERIORS HOLDINGS, INC. 


   The undersigned corporation organized and existing under and by virtue of 
the General Corporation Law of the State of Delaware, 

   DOES HEREBY CERTIFY: 

   FIRST: That the name and state of incorporation of each of the constituent 
corporations of the merger is as follows: 




            NAME                           STATE OF INCORPORATION 
            ----                         -------------------------- 

            Interiors, Inc.                      Delaware 
            Interiors Holdings, Inc.             Delaware 





   SECOND: That a plan and agreement of merger between the parties to the 
merger has been approved, adopted, certified, executed and acknowledged by 
each of the constituent corporations in accordance with the requirements of 
Section 251 of the General Corporation Law of the State of Delaware. 

   THIRD: That the name of the surviving corporation of the merger is 
Interiors Holdings, Inc. 

   FOURTH: That the certificate of incorporation of Interiors Holdings, Inc., 
a Delaware corporation, the surviving corporation, shall be the certificate 
of incorporation of the surviving corporation, except that the certificate of 
incorporation of Interiors Holdings shall be amended as follows: 

   1. Article First shall be amended to read as follows: 

        "FIRST: Name. The name of the Corporation is: Interiors, Inc."

             

   2. Article Fourth shall be amended by changing the first two sentences 
thereof to read as follows: 

        "FOURTH: Capitalization. The total number of shares of stock of all 
        classes which the corporation shall have authority to issue is 
        sixty-seven million eight hundred thousand (67,800,000). 

        Of such shares, the total number of shares of common stock 
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        which the Corporation is authorized to issue is sixty-two million five 
        hundred thousand (62,500,000) of which sixty million (60,000,000) 
        shall be designated as 'Class A Common Stock,' $.001 par value per 
        share, and of which two million five hundred thousand (2,500,000) 
        shall be designated as 'Class B Common Stock," $.001 par value per 
        share." 

   FIFTH: That the executed plan and agreement of merger is on file at the 
principal place of business of the surviving corporation. The address of the 
principal place of business of the surviving corporation is Interiors, Inc., 
320 Washington Street, Mt. Vernon, New York 10553. 

   SIXTH: That a copy of the plan and agreement of merger will be furnished 
by the surviving corporation, on request and without cost to any stockholder 
of any constituent corporation. 

   IN WITNESS WHEREOF, Interiors Holdings, Inc. has caused the Certificate 
to be signed by Max Munn, its authorized officer, this 26th day of February, 
1998. 


                                                     INTERIORS HOLDINGS, INC. 


                                                     By: /s/ Max Munn 
                                                         ------------------ 
                                                         Max Munn 
                                                         President