Exhibit 4.08
  
                      LIFSCHULTZ INDUSTRIES, INC.

                       CERTIFICATE OF AMENDMENT
                                   OF
                      CERTIFICATE OF INCORPORATION

     LIFSCHULTZ INDUSTRIES, INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the
"Corporation"),

     DOES HEREBY CERTIFY:

     The amendment to the Corporation's Certificate of Incorporation
set forth below amending Article IV was approved and adopted by the
Corporation's Board of Directors at a duly held meeting of the Board
on February 25, 1998, and subsequently approved and adopted by the
Corporation's shareholders by written consent in lieu of a meeting,
all in accordance with the provisions of Sections 242 and 228 of the
General Corporation Law of the State of Delaware (including the giving
of written notice of such consent to the Corporation's shareholders
not consenting in writing):

     Article IV of the Corporation's Certificate of Incorporation
     shall be amended to read in its entirety: 

                              ARTICLE IV
                            CAPITALIZATION
                            --------------

          The total number of shares of all classes of capital stock
     which this Corporation shall have authority to issue is ONE
     MILLION SEVEN HUNDRED FIFTY THOUSAND (1,750,000) shares of par
     value stock; ONE HUNDRED THOUSAND (100,000) shares of $0.01 (One
     Cent) par value per share to be preferred shares and ONE MILLION
     SIX HUNDRED FIFTY THOUSAND (1,650,000) shares of $0.001 (One
     Tenth Cent) par value per share to be common shares.  All or any
     part of the shares of the preferred or common stock may be issued
     by the Corporation from time to time and for such consideration
     as may be determined and fixed by the Board of Directors, as
     provided by law, with due regard to the interest of the existing
     shareholders; and when such consideration has been received by
     the Corporation, such shares shall be deemed fully paid and 
     non-assessable.


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          The Board of Directors is authorized, subject to limitations
     prescribed by law and the provisions of this Article, to provide
     for the issuance of the shares of preferred stock in series, and
     by filing a certificate pursuant to the applicable law of the
     State of Delaware, to establish from time to time the number of
     shares to be included in each such series, and to fix the
     designations, powers, preferences and rights of the shares of
     each such series and the qualifications, limitations or
     restrictions thereof.

     The authority of the Board with respect to each such series shall
     include, but not be limited to, determination of the following:

          (a)     The number of shares constituting that series and
     the distinctive designation of that series;
          (b)     The dividend rate, if any, on the shares of that
     series, whether dividends shall be cumulative, and, if so, from
     which date or dates, and the relative rights of priority, if any,
     of payment of dividends on shares of that series;
          (c)     Whether that series shall have voting rights, in
     addition to the voting rights provided by law, and, if so, the
     terms of such voting rights;
          (d)     Whether that series shall have conversion
     privileges, and, if so, the terms and conditions of such
     conversion, including provision for adjustment of the conversion
     rate in such events as the Board of Directors shall determine;
          (e)     Whether or not the shares of that series shall be
     redeemable, and, if so, the terms and conditions of such
     redemption, including the date or dates upon or after which they
     shall be redeemable, and the amount per share payable in case of
     redemption, which amount may vary under different conditions and
     at different redemption dates;
          (f)     Whether that series shall have a sinking fund for
     the redemption or purchase of shares of that series, and, if so,
     the terms and amount of such sinking fund;
          (g)     The rights of the shares of that series in the event
     of voluntary or involuntary liquidation, dissolution or winding
     up of the Corporation, and the relative rights of priority, if
     any, of payment of shares of that series;
          (h)     Any other relative rights, preferences, and
     limitations of that series.

          The Certificates of Designation filed by the Corporation
     with the Delaware Secretary of State on January 17, 1991, for
     Series A Convertible Preferred Stock and on March 31, 1994, for
     Series E Convertible Preferred Stock, as amended by a Certificate
     of Decrease and Elimination filed February 26, 1998, shall
     continue to be valid designations by the Corporation's Board of

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     Directors of its preferred stock pursuant to the provisions of
     this Article IV. 

          Effective as of 5:00 p.m., Delaware time, January
     27, 1998 (the "Effective Date"), each one share of the Company's
     Common Stock issued and outstanding on the Effective Date shall
     be automatically changed without further action into one-fiftieth
     of a fully paid and nonassessable share of the Company's Common
     Stock, provided that no fractional shares shall be issued
     pursuant to such change.  The Company shall issue to each
     shareholder who, based on the aggregate number of shares held by
     such shareholder, would otherwise be entitled to a fractional
     share as a result of such change, one additional whole share.

     IN WITNESS WHEREOF, LIFSCHULTZ INDUSTRIES, INC. has caused this
Certificate to be signed by David K. Lifschultz, its Chief Executive
Officer, this 26th day of February, 1998. 

                                LIFSCHULTZ INDUSTRIES, INC.


                                By:  DAVID K. LIFSCHULTZ
                                     -------------------
                                     David K. Lifschultz, CEO