CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION

                                      of

                     U.S.-CHINA INDUSTRIAL EXCHANGE, INC.

              Under Section 805 of the Business Corporation Law



 
		It is hereby certified that:

        FIRST:      The name of the corporation is U.S.-China Industrial
                    Exchange, Inc. (hereinafter called the "Corporation").

        SECOND:     The Certificate of Incorporation was filed by the
                    Department of State of the State of New York on July 3,
                    1981.

        THIRD:      The Certificate of Incorporation of the Corporation, as
                    amended and restated heretofore (the "Certificate of
                    Incorporation"), is further amended by the addition of the
                    following provisions stating the exchange ratio and other
                    terms of a reverse stock split of the Corporation's Common
                    Stock and Class B Common Stock.

        FOURTH:     To accomplish the foregoing amendment, the following
                    paragraph is added to the Certificate of Incorporation
                    immediately following the current first paragraph of
                    Article FOURTH:

"The Common Stock of the Corporation shall be reverse split at the rate of
eight (8) shares of Common Stock then issued for one share of Common Stock of
the Corporation and eight (8) shares of Class B Common Stock then issued for
one share of Class B Common Stock of the Corporation.  No fractional shares or
scrip representing fractions of a share shall be issued, but in lieu thereof,
each fraction of a share that any shareholder would otherwise be entitled to
receive shall be rounded up to the nearest whole share."


        FIFTH:      The manner in which the foregoing amendment of the
                    Certificate of Incorporation was authorized is as follows:
                    The Board of Directors of the Corporation by unanimous
                    written consent adopted resolutions setting forth a
                    proposed amendment of the Restated Certificate of
                    Incorporation of the Corporation, declaring said amendment
                    to be advisable and calling for consideration thereof at a
                    meeting of the shareholders of the Corporation.
                    Thereafter, pursuant to resolution of its Board of
                    Directors, a special meeting of the shareholders of said
                    corporation was duly called and held, upon notice in
                    accordance with Section 605 of the New York Business
                    Corporation Law, at which meeting the necessary number of
                    shares as required by statute were voted in favor of the
                    amendment.

        IN WITNESS WHEREOF, I have subscribed this document on the date set
        forth below and do hereby affirm, under the penalties of perjury, that
        the statements contained therein have been examined by me and are true
        and correct.

Date:	February 18, 1999


                                               /s/ Robert C. Goodwin, Jr.
                                        Name:   Robert C. Goodwin, Jr.
                                        Title:  Executive Vice President
                                                Operations, Treasurer,
                                                Assistant Secretary and
                                                General Counsel
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