EXHIBIT 3.1
              CERTIFICATE OF SECRETARY

                      OF

               EXCEL INDUSTRIES, INC.


     I, Joseph A. Robinson, certify that I am the duly elected 
Secretary of Excel Industries, Inc., a corporation organized and 
existing under the laws of the State of Indiana (hereinafter the 
"Corporation"), and that the following is a true and correct copy 
of certain resolutions duly adopted by the Board of Directors in 
accordance with law and the Code of By-Laws of the Corporation on 
April 17, 1997, and that such resolutions have not been rescinded 
or modified:
RESOLVED, that the Board of Directors of Excel Industries, Inc. 
hereby amends the Code of By-Laws of the Corporation as follows:

1.   Article VII, Section 8 is hereby amended to read as follows:

     Section 8.  Special Meetings, for any purpose or purposes 
(unless otherwise prescribed by law), may be called by the Board 
or the Chairman of the Board or the President, and shall be 
called by the President or any Vice President at (a) the request 
in writing of a majority of the Board or (b) at the written 
demand delivered to the Secretary by shareholders ("Demanding 
Shareholders") holding of record not less than a majority of the 
voting power of all the shares of the Corporation issued and 
outstanding and entitled by the Articles of Incorporation of the 
Corporation, as the same may, from time to time, be amended, to 
vote on the business proposed to be transacted at the meeting; 
provided however that, for purposes of calculating the number of 
shares held by the Demanding Shareholders, only shares of the 
Demanding Shareholders which have been beneficially owned or held 
of record by the holders thereof for at least three (3) years 
shall be included.  All requests or demands for Special Meetings 
shall state the purpose or purposes thereof, and the business 
transacted at such Meeting shall be confined to the purposes 
stated in the call and matters germane thereto.  Notice of any 
Special Meeting called at the written demand of shareholders 
shall be delivered or mailed within sixty days of the Secretary's 
receipt of such demand.

     2.   Article VIII is hereby further amended by adding the 
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following Sections 13 and 14:

     Section 13.  At any meeting of the shareholders, only such 
business may be conducted as shall have been properly brought 
before the meeting, and as shall have been determined to be 
lawful and appropriate for consideration by shareholders at the 
meeting.  To be properly brought before a meeting, business must 
be (a) specified in the notice of meeting given in accordance 
with Section 9 of this Article VIII, (b) otherwise properly 
brought before the meeting by or at the direction of the board of 
directors or the Chairman of the Board, or (c) otherwise properly 
brought before the meeting by a shareholder.  For business to be 
properly brought before a meeting by a shareholder pursuant to 
clause (c) above, the shareholder must have given timely notice 
thereof in writing to the secretary of the Corporation.  To be 
timely, a shareholder's notice must be delivered to, or mailed 
and received at, the principal office of the Corporation, not 
later than the earlier of (x) 270 days after the adjournment of 
the next preceding annual meeting or (y) the close of business on 
the seventh day following the date on which notice of the meeting 
is formally given to shareholders.  A shareholder's notice to the 
secretary shall set forth as to each matter the shareholder 
proposes to bring before the meeting (a) a brief description of 
the business desired to be brought before the meeting, (b) the 
name and address, as they appear on the Corporation's stock 
records, of the shareholder proposing such business, (c) the 
class and number of shares of the Corporation which are 
beneficially owned by the shareholder, and (d) any interest of 
the shareholder in such business.  Notwithstanding anything in 
these by-laws to the contrary, no business shall be conducted at 
a meeting except in accordance with the procedures set forth in 
this Section 13.  The person presiding at the meeting shall, if 
the facts warrant, determine and declare to the meeting that 
business was not properly brought before the meeting in 
accordance with the by-laws, or that business was not lawful or 
appropriate for consideration by shareholders at the meeting, and 
if he should so determine, he shall so declare to the meeting and 
any such business shall not be transacted.

     Section 14.  Nominations of persons for election to the 
board of directors of the Corporation may be made at any meeting 
of shareholders by or at the direction of the board of directors 
or by any shareholder of the Corporation entitled to vote for the 
election of directors at the meeting.  Shareholder nominations 
shall be made pursuant to timely notice given in writing to the 
Secretary of the Corporation in accordance with Section 13 of 
this Article VIII.  Such shareholder's notice shall set forth, in 
addition to the information required by Section 13, as to each 
person whom the shareholder proposes to nominate for election or 
re-election as a director, (a) the name, age, business address 
and residence address of such person, (b) the principal 
occupation or employment of such person, (c) the class and number 
of shares of the Corporation which are beneficially owned by such 
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person,(d) any other information relating to such person that 
would be required to be disclosed in solicitation of proxies for 
election of directors pursuant to Regulation 14A under the 
Securities Exchange Act of 1934, as amended (including, without 
limitation, such person's written consent to being named as a 
nominee and to serving as a director, if elected), and (e) the 
qualifications of the nominee to serve as a director of the 
Corporation.  No shareholder nomination shall be required to be 
included in any proxy solicitation on behalf of the board of 
directors.  No shareholder nomination shall be effective unless 
made in accordance with the procedures set forth in this Section 
14.  The person presiding at the meeting shall, if the facts 
warrant, determine and declare to the meeting that a shareholder 
nomination was not made in accordance with the by-laws, and if he 
should so determine, he shall so declare to the meeting and the 
defective nomination shall be disregarded.


Dated this 11th day of August, 1997.



                              s/Joseph A. Robinson
                              Joseph A. Robinson
                              Secretary