

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              ARIS INDUSTRIES, INC.

               (Under Section 805 of the Business Corporation Law)

     We,  the  undersigned,   being  the  President  and  Assistant   Secretary,
respectively, of Aris Industries, Inc., hereby certify that:

     FIRST:  The  name  of  the  corporation  (hereinafter  referred  to as  the
"Corporation") is ARIS INDUSTRIES, INC.

     SECOND:  The Certificate of Incorporation of the Corporation was filed with
the  Department  of State on March 6, 1947 under the name  Uniroy of  Hempstead,
Inc. The Restated  Certificate of  Incorporation of the Corporation was filed on
June 30, 1993.

     THIRD: The amendment of the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is to increase the number of shares of
common stock,  par value $.01 per share,  that the  Corporation is authorized to
issue, from 50,000,000 to 100,000,000 shares.

     FOURTH:  To accomplish  the  foregoing  amendment,  Article  "THIRD" of the
Certificate of Incorporation of the Corporation with respect to capital stock of
the  Corporation  is amended by deleting  Paragraphs  1(a) and (b) and replacing
them with the following:


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          1. The  aggregate  number  of shares of the  capital  stock  which the
     Corporation  shall  have  authority  to issue is One  Hundred  Ten  Million
     (110,000,000) shares, consisting of:

               (a) One Hundred Million (100,000,000) shares of Common Stock, par
          value $.01 per share (the "Common Stock"); and

               (b) Ten Million (10,000,000) shares of Preferred Stock, par value
          $.01 per share (the "Preferred Stock").

     FIFTH:  The foregoing  amendment of the Certificate of Incorporation of the
Corporation  was authorized by the Board of Directors of the  Corporation,  at a
duly called and convened meeting on April 12, 1999,  followed by the affirmative
vote of a majority of all outstanding shares of the Corporation entitled to vote
at a duly called and convened meeting of shareholders on June 17, 1999.

     IN WITNESS  WHEREOF,  we have  subscribed  this  document  on the set forth
below,  and do hereby  affirm,  under the penalty of perjury on this 27th day of
July, 1999.

                                       /s/ David Fidlon
                                       -----------------------------------------
                                       David Fidlon, President

                                       /s/ Robert W. Forman
                                       -----------------------------------------
                                       Robert W. Forman, Assistant Secretary

