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                                                                     EXHIBIT 3.2

                        CERTIFICATE OF SECOND AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             CHASE INDUSTRIES INC.

                                  May 26, 1998

            (Pursuant to Section 242 of the General Corporation Law
                           of the State of Delaware)


         Chase Industries Inc. (the "COMPANY"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "GCL"), does certify as follows:

         FIRST:  That Section 4.1 of Article Fourth of the Restated Certificate
of Incorporation of the Company (the "CERTIFICATE") be, and hereby is, amended
so as to read in its entirety as set forth on Exhibit A attached hereto and
incorporated herein by reference.

         SECOND: That the Board of Directors of the Company have adopted
resolutions effecting a three-for-two stock split that results in an increase
in the outstanding shares of common stock and non-voting common stock of the
Company in the following manner:

                 Effective as of June 6, 1998 (the "RECORD DATE"),

                          (i)     every share of common stock, par value $.01
                 per share (the "VOTING COMMON STOCK"), of the Company
                 authorized and outstanding as of the Record Date automatically
                 shall be converted into, and deemed for all purposes to be,
                 1.5 shares of Common Stock,

                          (ii)    every share of nonvoting common stock, par
                 value $.01 per share, of the Company authorized and
                 outstanding as of the Record Date (the "NONVOTING COMMON
                 STOCK" and, together with the Voting Common Stock, the "COMMON
                 STOCK") automatically shall be converted into, and deemed for
                 all purposes to be, 1.5 shares of Nonvoting Common Stock,

         and written notice shall forthwith be given by the Secretary of the
         Company to the record holders of the outstanding shares of Common
         Stock as provided by applicable law.  In the event the number of
         shares of Common Stock issuable to a record holder as a result of the
         stock split includes a fraction of a share, such record holder shall
         receive, in lieu of such fractional share, an amount of cash, without
         interest thereon, determined by multiplying (i) the closing sale price
         per share of the
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         Voting Common Stock as reported on the New York Stock Exchange on June
         5, 1998, (or, if no shares of Voting Common Stock are traded on the
         New York Stock Exchange on June 5, 1998, the closing sale price per
         share of the Voting Common Stock as reported on the New York Stock
         Exchange on the next preceding date on which shares of Voting Common
         Stock are traded on the New York Stock Exchange) by (ii) thirty- three
         and one third percent (33 1/3%), rounded to the nearest whole cent.

         THIRD:  That the amendment to the Certificate as set forth herein was
duly adopted by the Board of Directors of the Company in accordance with the
provisions of Section 242 of the GCL.

         FOURTH: That the amendment to the Certificate as set forth herein was
approved by written consent of the sole holder of the Nonvoting Common Stock,
voting separately as a class, and duly adopted by a majority of holders of the
Voting Common Stock of the Company, voting separately as a class at the
Company's 1998 annual meeting of stockholders.

         IN WITNESS WHEREOF, Chase Industries Inc. has caused this Certificate
of Second Amendment to be signed by its Chief Executive Officer and attested to
by its Secretary this 26th day of May, 1998.

                                        CHASE INDUSTRIES INC.



                                        By:     /S/Martin V. Alonzo
                                            ---------------------------------
                                            Martin V. Alonzo
                                            Chief Executive Officer


Attest:



        /S/Michael T. Segraves          
-----------------------------------
Michael T. Segraves
Secretary





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                                   EXHIBIT A
                                       to
                       Certificate of Second Amendment of
                     Restated Certificate of Incorporation
                                       of
                             Chase Industries Inc.


"4.1     Authorized Shares.

         The total number of shares of all classes of stock that the
corporation shall have authority to issue is forty- nine million six hundred
ten thousand (49,610,000) shares of capital stock, classified as follows:

         (i)     One million (1,000,000) shares of preferred stock, par value
                 $.01 per share ("Preferred Stock");

         (ii)    Thirty-six million three hundred ten thousand (36,310,000)
                 shares of common stock, par value $.01 per share ("Common
                 Stock"); and

         (iii)   Twelve million three hundred thousand (12,300,000) shares of
                 non-voting common stock, par value $.01 per share ("Non-Voting
                 Common Stock").

         The Common Stock and Non-Voting Common Stock hereinafter referred to
collectively as the "Authorized Common Stock."

         The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and the Authorized Common
Stock are set forth in Section 4.2 and 4.3, respectively, of this Article
FOURTH.  Certain general provisions are set forth in Section 4.4 of this
Article FOURTH."





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