CERTIFICATE OF AMENDMENT
                             OF THE
                  CERTIFICATE OF INCORPORATION
                               OF
                  CREATIVE TECHNOLOGIES CORP.


   (Pursuant to Section 805 of the Business Corporation Law)

     1.    The  name  of the corporation is Creative Technologies
Corp.    The   name  under  which  it  was  formed  is   Creative
Technologies Corp.

     2.    The date its certificate of incorporation was filed by
the Department of State is January 2, 1985.

     3.    The certificate of incorporation is hereby amended  by
adding  the  following new Article Thirteenth, which  states  the
number,   designation,   relative   rights,   preferences,    and
limitations   which  have  been  fixed  by  resolution   of   the
corporation's Board of Directors for shares of the 1997 Series  A
12% Preferred Stock:

          "ARTICLE  THIRTEENTH:  There is hereby  created  a
     series  of  the Preferred Stock of this corporation  to
     consist  of 4,000 of the 5,000,000 shares of  Preferred
     Stock, $.01 par value per share, which this corporation
     now has authority to issue.

          1.    The  distinctive designation of  the  series
     shall  be  "1997  Series  A 12% Preferred  Stock";  the
     number  of shares of 1997 Series A 12% Preferred  Stock
     shall be 4,000.

          2.    (a)   The holders of the 1997 Series  A  12%
     Preferred Stock in preference to the holders of  Junior
     Stock  (as  hereinafter defined) shall be  entitled  to
     receive  cash dividends at the rate of $120  per  annum
     per  share,  but  only out of funds  legally  available
     therefor.  Dividends for each holder shall accrue  from
     the  date  on which the Company issues the shares,  and
     shall be payable in quarterly installments on the first
     day of July, October, January and April of each year.

               (b)    Dividends  on the 1997  Series  A  12%
     Preferred  Stock shall be cumulative.  Accordingly,  so
     long as any of the Series A 12% Preferred Stock remains
     outstanding,  no dividends whatever shall  be  paid  or
     declared,  nor shall any distribution be made,  on  any
     Junior  Stock,  other than a dividend  or  distribution
     payable  in  Junior  Stock or  rights  or  warrants  to
     purchase Junior Stock, unless all dividends on the 1997
     Series  A  12%  Preferred Stock for all  past  dividend
     periods  shall  have been paid and the  full  dividends
     thereon for the then current dividend period shall have
     been  paid  or  declared and a sum sufficient  for  the
     payment thereof set apart.

          3.    The 1997 Series A 12% Preferred Stock  shall
     be  preferred  as  to assets over the Junior  stock  so
     that,  in  the  event of the voluntary  or  involuntary
     liquidation,  dissolution  or  winding   up   of   this
     corporation, the holders of 1997 Series A 12% Preferred
     Stock  shall be entitled to have set apart for them  or
     to be paid out of the assets of this corporation (after
     provision for the holders of Senior Stock), before  any
     distribution is made to or set apart for the holders of
     Junior  Stock, an amount in cash equal to,  and  in  no
     event more than, $1,000 per share of 1997 Series A  12%
     Preferred  Stock, plus all accrued and unpaid dividends
     thereon.   If,  upon such liquidation,  dissolution  or
     winding-up  of  this corporation, the  assets  of  this
     corporation  available for distribution to the  holders
     of  its stock shall (after provision for the holders of
     Senior   Stock)   be   insufficient   to   permit   the
     distribution  in  full  of the  amounts  receivable  as
     aforesaid by the holders of 1997 Series A 12% Preferred
     Stock,  then all such assets of this corporation  shall
     be distributed ratably among the holders of 1997 Series
     A  12%  Preferred Stock in proportion  to  the  amounts
     which each would have been entitled to receive if  such
     assets  were sufficient to permit distribution in  full
     as  aforesaid. Neither the consolidation nor merger  of
     this  corporation nor the sale, lease  or  transfer  by
     this corporation of all or any part of its assets shall
     be   deemed   to  be  a  liquidation,  dissolution   or
     winding-up of this corporation for the purposes of this
     paragraph 3.

          4.    (a)   This corporation shall be obligated to
     redeem  all  of the Series A 12% Preferred  Stock,  but
     only  out of funds legally available therefor, on   the
     later  of Twenty years from its issuance or October  1,
     2017,  at a redemption price equal to $1,000 per share,
     plus all accrued and unpaid dividends thereon.

               5.    (a)    The  holders  of  the  Series  A  12%
     Preferred  Stock  shall  have no  voting  rights  except  as
     expressly  provided by law and unless and  so  long  as  the
     dividends are in arrears in excess of one year.

               6.   The term "Junior Stock" shall mean the Common
     Stock  and  those series of Preferred Stock  which,  by  the
     terms  of  the  Certificate  of  Incorporation  or  of   the
     instrument by which the Board of Directors, acting  pursuant
     to  authority  granted in the Certificate of  Incorporation,
     shall  spacificaly  designate that the  special  rights  and
     limitations  of  each  such class  of stock  and  series  of
     Preferred  Stock shall be subordinate to the 1997  Series  A
     12%  Preferred Stock in respect of the right of the  holders
     thereof to receive dividends or to participate in the assets
     of  this corporation distributable to stockholders upon  any
     liquidation, dissolution or winding up of this corporation."

     4.    This  amendment was adopted by the Board of  Directors
under  the  authority of Section 502 of the Business  Corporation
law.
     IN  WITNESS  WHEREOF, we hereunto sign our names and  affirm
that  the  statements  made herein are true  under  penalties  of
perjury this 26th day of September, l997.



                              CREATIVE TECHNOLOGIES CORP.


                              By:/s/ Richard Helfman
                                   Richard Helfman, President


                              By:/s/ David Selengut
                                   David Selengut, Secretary