CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  ABC-NACO INC.
     ABC-NACO  Inc.  (the  "Corporation"),  a corporation organized and existing
under  and  by  virtue  of the General Corporation Laws of the State of Delaware
(the  "DGCL"),  DOES  HEREBY  CERTIFY:
     WHEREAS,  the  Board  of  Directors  (the  "Board")  of the Corporation has
determined  that  it is in the best interests of the Corporation to increase the
number  of  authorized  shares of the Corporation's common stock, par value $.01
per  share  ("Common  Stock")  from  25,000,000  to  100,000,000;
WHEREAS,  the  Board of Directors of the Corporation, by unanimous approval at a
meeting  of  the  Directors evidenced by board resolutions, has duly adopted the
following  resolution  proposing  and  declaring  necessary,  advisable  and
appropriate  an  amendment  to  the Restated Certificate of Incorporation of the
Corporation  increasing  the  authorized  shares  of  Common  Stock;
WHEREAS,  the  Directors  submitted to the stockholders of the Corporation to be
considered  at  an  annual  meeting  of the stockholders a proposal to amend the
Restated  Certificate  of  Incorporation  of  the  Corporation  increasing  the
authorized  shares  of  Common  Stock;
WHEREAS,  at  an  annual  meeting  of  the  stockholders of the Corporation, the
necessary  number  of  shares as required by DGCL and the Corporation's Restated
Certificate  of  Incorporation  were voted in favor of the proposal to amend the
Restated  Certificate  of  Incorporation  of  the  Corporation  increasing  the
authorized  shares  of  Common  Stock;
BE IT RESOLVED, that Article Fourth of the Restated Certificate of Incorporation
of the Corporation, as amended to date, be restated to replace "25,000,000" with
"100,000,000"  for  the  total  number  of  shares  of  Common  Stock  that  the
Corporation  is  authorized  to  issue.
     The  aforesaid  amendment  has  been  duly  adopted  in accordance with the
applicable  provisions  of  Section  242  of  the  DGCL  .
The  capital  of  the Corporation shall not be reduced under or by reason of the
amendment.


IN  WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
be  signed  by  its  duly  authorized officer as of this 21st day of June, 2001.
     ABC-NACO Inc.


     By: /s/ VAUGHN W. MAKARY
     -----------------------
     Name: Vaughn W. Makary
     Title: Chief Executive Officer and President


Attest:

     By: /s/ MARK F. BAGGIO
     ---------------------
     Mark F. Baggio
     Vice President, General Counsel and
     Secretary