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                                                                   EXHIBIT 3.1.4

                            CERTIFICATE OF AMENDMENT
                         TO CERTIFICATE OF INCORPORATION
                           OF WAXMAN INDUSTRIES, INC.

                             A DELAWARE CORPORATION
    (PURSUANT TO SECTION 242 OF THE GENERAL CORPORATION LAW OF THE STATE OF
                                   DELAWARE)

WAXMAN INDUSTRIES, INC., a corporation organized and existing under the General
Corporation Law of the State of Delaware, hereby certifies as follows:

         FIRST: That at a meeting of the Board of Directors of Waxman
         Industries, Inc. (hereinafter called the "Corporation") held on August
         27, 2002, resolutions were duly adopted (a) setting forth a proposed
         amendment to the Certificate of Incorporation of the Corporation (the
         "Certificate of Incorporation") to effect a reduction in the number of
         authorized shares of (i) common stock, par value $0.01 per share, of
         the Corporation, (ii) Class B common stock, par value $0.01 per share,
         of the Corporation, and (iii) preferred stock, par value $0.01 per
         share, (b) declaring said amendment to be advisable and in the best
         interests of the Corporation and its stockholders, (c) directing that
         said amendment be considered at the next annual meeting of the
         stockholders and (d) authorizing the appropriate officers of the
         Corporation to solicit the consent of the stockholders therefor.

         SECOND: That the Certificate of Incorporation be amended by deleting
         the first paragraph of Article Fourth of the Certificate of
         Incorporation and replacing it with the following:

         "FOURTH: The total number of shares of stock which the Corporation
         shall have authority to issue consists of 8,000,000 shares of Common
         Stock, par value $.01 per share ("Common Stock"), 1,500,000 shares of
         Class B Common Stock, par value $.01 per share ("Class B Stock"), and
         200,000 shares of Preferred Stock, par value $.01 per share ("Preferred
         Stock")."

         THIRD: That holders of at least a majority of the outstanding stock of
         the Corporation entitled to vote on the reduction in the number of
         authorized shares of capital stock, acting at the Annual Meeting of
         Stockholders of the Corporation held on December 3, 2002, at which a
         quorum was present in accordance with the General Corporation Law of
         the State of Delaware, duly approved the aforesaid amendment to the
         Certificate of Incorporation.

         FOURTH: That said amendment was duly adopted in accordance with the
         provisions of Section 242 of the General Corporation Law of the State
         of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chairman and attested by its Assistant Secretary
this 3rd day of December, 2002.

                                               WAXMAN INDUSTRIES, INC.

                                               By: /s/ Melvin Waxman
                                               Name: Melvin Waxman
                                               Title: Chairman of the Board and
                                                      Co-Chief Executive Officer

ATTEST:

By: /s/ Mark Wester
Name: Mark Wester
Title: Assistant Secretary