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Exhibit 3.1(b)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
* * * * *
Continental Global Group, Inc., a corporation (the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware,
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors of said corporation by the unanimous
written consent of its members, filed with the minutes of the Board, adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:
RESOLVED, that the Certificate of Incorporation of Continental
Global Group, Inc. be amended by changing the fourth article thereof so
that, as amended, said article shall be and read as follows:
"4. The total number of shares which the Corporation
shall have authority to issue is Five Million
(5,000,000), common shares; each share being one
penny ($.01) par value stock."
SECOND: That in lieu of a meeting and vote of stockholders,
the stockholders have given unanimous written consent
to said amendment in accordance with the provisions
of Section 228 of the General Corporation Law of the
State of Delaware.
THIRD: That the aforesaid amendment was duly adopted in
accordance with the applicable provisions of
Sections 242 and 228 of the General Corporation Law
of the State of Delaware.
IN WITNESS WHEREOF, said CONTINENTAL GLOBAL GROUP, INC. has caused this
certificate to be signed by Joseph L. Mandia, its Vice Chairman, this 9th day of
Aug., 2000.
By: Joseph L. Mandia
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Title: Vice Chairman
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