FILED      
                                                 Aug 15 1994   
                                               LONNA R. HOOKS  
                                             Secretary of State

                         CERTIFICATE OF AMENDMENT 
                                    OF
                       CERTIFICATE OF INCORPORATION
                                    OF
                        SEAHAWK CAPITAL CORPORATION

      The undersigned corporation, organized under the laws of
the State of New Jersey, to amend its Certificate of
Incorporation, does hereby certify as follows:

      FIRST:   The name of the corporation is SEAHAWK CAPITAL
CORPORATION.

      SECOND:  To effect an amendment in the corporation's
Certificate of Incorporation, the following paragraph thereof is
amended to read as follows:

      Paragraph 4 of the Certificate of Incorporation is amended
      in its entirety to read as follows:

               "4.  The aggregate shares which the
           Corporation shall have authority to issue
           is One Hundred Million (100,000,000)
           shares of no par common stock."
      
      THIRD:   The foregoing Amendment to the Certificate of
Incorporation was adopted by the shareholders at an annual
meeting held on July 29, 1994.

      FOURTH:  The total number of shares outstanding and
entitled to vote on the Amendment was 13,137,082 shares of common
stock.  The number of shares that voted for the adoption of the
Amendment was 8,998,828; the number of shares that voted against

the adoption of the Amendment was 227,379; and the number of
shares that abstained or were unvoted were 3,910,875 shares.

      SIXTH:   The foregoing Amendment to the Certificate of
Incorporation shall become effective upon filing.

     IN WITNESS WHEREOF, SEAHAWK CAPITAL CORPORATION, has caused
its duly authorized officers to execute this Certificate of
Amendment this 15th day of July, 1994.     

     
               SEAHAWK CAPITAL CORPORATION


               By: /s/  DALE D. SIMBRO
                   -------------------------
                   Dale D. Simbro, President
ATTEST:

/s/  LINDA GENTRY
- ---------------------------------
Linda Gentry, Assistant Secretary