EXHIBIT 3.1.3

                            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 the Board of Directors of Waxman Industries, Inc.
         (hereinafter called the "Corporation"), acting by unanimous written
         consent in lieu of a meeting pursuant to Section 141(f) of the General
         Corporation Law of the State of Delaware, duly adopted on December 1,
         2000 resolutions (a) setting forth a proposed amendment to the
         Certificate of Incorporation of the Corporation (the "Certificate of
         Incorporation") to effect a reverse stock split of shares of common
         stock, par value $0.01 per share of the Corporation ("Common Stock"),
         and shares of Class B common stock, par value $0.01 per share, of the
         Corporation ("Class B Stock"), on the basis of issuing one share of
         Common Stock for each ten shares of outstanding Common Stock and one
         share of Class B Stock for each ten shares of outstanding Class B
         Stock, (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 adding the
         following new subdivision to the end of Article Fourth, Subsection B of
         the Certificate of Incorporation:

                  "9. Upon the filing of this Certificate of Amendment with the
         Secretary of State of the State of Delaware (the "Effective Time"),
         each ten shares of Common Stock, outstanding at such time, shall be
         combined into one fully paid and non-assessable share of Common Stock,
         and each ten shares of Class B Stock, outstanding at such time, shall
         be combined into one fully paid and non-assessable share of Class B
         Stock. In lieu of the issuance of any fractional shares that would
         otherwise result from the reverse stock split effected hereby, the
         Corporation shall issue to any stockholder that would otherwise receive
         fractional shares of Common Stock or Class B Stock an additional share
         of Common Stock or Class B Stock, as the case may be. Certificates for
         the shares of Common Stock and Class B Stock to be outstanding after
         the Effective Time shall be issued pursuant to procedures adopted by
         the Corporation's executive officers and communicated to those who are
         to receive new certificates."

         THIRD: That holders of at least a majority of the outstanding stock of
         the Corporation entitled to vote on the reverse stock split, acting at
         the Annual Meeting of Stockholders of the Corporation held on February
         6, 2001, 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.

         FIFTH: That the capital of the Corporation shall not be reduced under
         or by reason of said amendment.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Vice President--Finance and Chief Financial
Officer this 6th day of February, 2001.

                                              WAXMAN INDUSTRIES, INC.

                                              By: /s/ Mark Wester
                                              Name: Mark Wester
                                              Title: Vice President--Finance and
                                                       Chief Financial Officer