Form: 10-Q/A

Quarterly report pursuant to Section 13 or 15(d)

February 5, 1999

EXHIBIT 3.1

Published on February 5, 1999





Exhibit 3.1


AMENDMENT NO. 1 TO
BYLAWS OF SUNSOURCE INC.

The Bylaws (the "Bylaws") of SunSource Inc., a Delaware corporation
(the "Company"), are amended in accordance with Section 8.06 of the Bylaws as
follows pursuant to a resolution adopted at a meeting of the Company's Board
of Directors on September 24, 1998:

Section 3.03 is amended and restated in its entirety to read as
follows:

SECTION 3.03. Special Meetings. Special meetings of the
stockholders of the corporation may be called at any time only by the
chairman or a majority of the board of directors.