Exhibit 3.1.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                              THE MAXIM GROUP, INC.

         The Maxim Group, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

         FIRST, that at a meeting of the Board of Directors of the Corporation,
resolutions were duly adopted which proposed an amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
directing that said amendment be considered at a special meeting of the
stockholders of the Corporation.

         SECOND, that thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of said amendment.

         THIRD, that said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH, that the capital of the Corporation shall not be reduced under
or by reason of said amendments.

         FIFTH, that in accordance therewith, the Certificate of Incorporation
of the Corporation is hereby amended as follows:

         Article IV of the Certificate of Incorporation of the Corporation shall
be amended by deleting the first two paragraphs thereof in their entirety and
replacing them as follows:

                  "The Corporation shall have authority to issue 76,000,000
         shares of capital stock, which shall be divided into classes and shall
         have the following designations, preferences, limitations and relative
         rights:

                  A. COMMON STOCK. One class shall consist of 75,000,000 shares
         of common stock having a par value of $.001 per share, designated
         "Common Stock." Subject to the rights of the holders of Preferred
         Stock, the holders of Common Stock shall be entitled to elect all of
         the members of the Board of Directors of the Corporation, and such
         holders shall be entitled to vote as a class on all matters required or
         permitted to be submitted to the shareholders of the Corporation."

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its duly authorized officers this 17th day of
December, 1998.

                                            THE MAXIM GROUP, INC.

                                            By:  /s/ A. J. Nassar
                                                --------------------------
                                                   A. J. Nassar, President