EXHIBIT 3.4
                  CERTIFICATE OF AMENDMENT OF
             RESTATED CERTIFICATE OF INCORPORATION
                              OF
                    STAR TECHNOLOGIES, INC.
                               
      Star Technologies, Inc., a corporation organized and existing under and
 by virtue of the General Corporation Law of the State of Delaware (the
 "Company"), does hereby certify:

      FIRST:  That the Restated Certificate of Incorporation of the Company
 (the "Certificate of Incorporation") is hereby amended by:

          a.   Striking out Sections 1, 2, 3, 4 and 5 of the Certificate of
      Designation Relating to Series B Senior Preferred Stock Having a Par
      Value of $.01 Per Share and Series C Preferred Stock Having a Par Value
      of $.01 Per Share of Star Technologies, Inc. (the "Certificate of
      Designation") (which Certificate of Designation was dated, filed with
      the Secretary of State of the State of Delaware, and amended and became
      a part of Article 4 of the Certificate of Incorporation on May 30,
      1990) and substituting in lieu thereof the text of Annex A attached
      hereto;

          b.   Deleting in its entirety Section 6 of the Certificate of
      Designation; and

          c.   Striking out the number "7" in the title of Section 7 of the
      Certificate of Designation and substituting in lieu thereof the number
      "6".

     SECOND:  That the amendment of the Certificate of Incorporation herein
 certified has been duly adopted in accordance with the provisions of
 Sections 228 and 242 of the General Corporation Law of the State of
 Delaware.

     IN WITNESS WHEREOF, the Company has caused this Certificate of
 Amendment to be signed by Robert C. Compton, its President, and Brenda A.
 Potosnak, its Secretary, this 23 day of August, 1996.

                              STAR TECHNOLOGIES, INC.
                              
                              /s/ Robert C. Compton         
                              Robert C. Compton
                              President
 ATTEST:  
 
 /s/ Brenda A. Potosnak       
 Brenda A. Potosnak
 Secretary
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 ANNEX A
 
 1.   Dividends.
     (a)  The holders of the then outstanding Series B and Series C
 Preferred Stock shall be entitled to receive, when and as declared by the
 Board of Directors out of any funds legally available therefor, cumulative
 dividends at the rate of 10.0% of the Issue Price (as hereinafter defined)
 per annum per share of the Series B and Series C Preferred Stock from and
 after August 16, 1996 (the "Dividend Commencement Date").  Dividends shall
 accrue and be payable quarterly in arrears on the last day of each June,
 September, December and March in each year commencing on September 30, 1996. 
 No dividends or other distributions shall be declared or paid with respect
 to the common stock, par value $.01 per share, of the corporation (the
 "Common Stock") or stock of any other class or series ranking junior (with
 respect to either dividends and distributions or rights of liquidation) to
 the Series B Preferred Stock or Series C Preferred Stock (hereinafter, the
 "Series B or Series C Preferred Stock") until all cumulative dividends on
 all shares of the Series B and Series C Preferred Stock shall have been
 paid, the dividends on all shares of the Series B and Series C Preferred
 Stock for the then current dividend period shall have been paid or declared
 and set apart for payment.
 
     (b)  Dividends on each share of Series B and Series C Preferred Stock
 shall accrue (whether or not earned or declared) and be fully cumulative
 only from the Dividend Commencement Date, and all rights of the holders of
 Series B and Series C Preferred Stock to receive cumulative dividends which
 have not been declared for any period prior to the Dividend Commencement
 Date are hereby cancelled.  Accumulations of dividends on any shares of
 Series B or Series C Preferred Stock shall not bear interest.  The amount of
 dividends so payable shall be determined on the basis of twelve 30-day
 months and a 360-day year.  Dividends paid on the shares of Series B and
 Series C Preferred Stock in an amount less than the total amount of such
 dividends at the time accrued and payable on such shares shall be allocated
 pro rata on a share by share basis among all such shares at the time
 outstanding.  Dividends on the Series B and Series C Preferred Stock shall
 be paid to the holders of record thereof on the Business Day (as defined in
 Section 3) next preceding the date on which such dividend is to be paid.

     (c)  All dividend payments shall be paid in cash.

 2.  Liquidation Preference.

     (a)  In the event of any liquidation, dissolution or winding up of the
 corporation, either voluntary or involuntary, the holders of the Series B
 and Series C
 
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 Preferred Stock by reason of their ownership thereof shall be entitled to be
 paid out of the assets of the corporation available for distribution to its
 shareholders, before any payment or declaration and setting apart for
 payment of any amount shall be made in respect of the Common Stock or stock
 of any other class or series ranking junior as to the assets in liquidation
 to the Series B and Series C Preferred Stock, an amount equal to $100 per
 share of the Series B Preferred Stock (as adjusted for any stock split,
 stock dividend, combination or similar recapitalization resulting in a
 change in the Series B Preferred Stock) (the "Series B Issue Price") and
 $100 per share of the Series C Preferred Stock (as adjusted for any stock
 split, stock dividend, combination or similar recapitalization resulting in
 a change in the Series C Preferred Stock) (the "Series C Issue Price") (the
 Series B Issue Price and the Series C Issue Price being sometimes termed the
 "Issue Price" or "Issue Prices") plus an amount in each case equal to all
 accrued and unpaid dividends on the Series B or Series C Preferred Stock, as
 the case may be, from the Dividend Commencement Date to the date of final
 distribution to such holders.  If upon the occurrence of such event the
 assets distributable among the holders of the Series B and Series C
 Preferred Stock and all other series of preferred stock ranking equally as
 to the corporation's assets in liquidation shall be insufficient to permit
 the payment of the full preferential amounts for all such series, then the
 entire assets and funds of the corporation legally available for
 distribution to its shareholders shall be distributed among the holders of
 all such series of the preferred stock then outstanding ratably per share in
 proportion to the full preferential amounts per share to which they are
 respectively entitled.

     (b)  After the payment or distribution to the holders of the Series B
 and Series C Preferred Stock and all other series of preferred stock ranking
 equally with the Series B and Series C Preferred Stock as to the
 corporation's assets in liquidation, of their full preferential amounts has
 been made, the remaining assets of the corporation available for
 distribution to its shareholders shall be distributed ratably to the holders
 of the outstanding Common Stock and any other series of preferred stock,
 except to the extent otherwise provided in the designation of any series of
 Common Stock or any such series of preferred stock.

 3.  Redemption.

     (a)  The Series B and Series C Preferred Stock shall not be redeemable
 at the option of the holders thereof.

     (b)  The corporation may at its option at any time prior to conversion
 thereof redeem the then outstanding shares of Series B Preferred Stock, in
 whole or in part, at a redemption price per share equal to 100% of the
 Series B Issue Price, plus an amount equal to accrued but unpaid dividends
 on the shares being redeemed to and including the date fixed for redemption
 of such shares (a "Redemption Date").  The 
 
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 redemption price plus accrued but unpaid dividends to and including the
 applicable Redemption Date shall be payable in cash.  If less than all the
 shares of Series B Preferred Stock are to be redeemed, the shares of Series
 B Preferred Stock shall be redeemed pro rata from the holders of the Series
 B Preferred Stock.  The shares of Series B Preferred Stock which are not
 redeemed shall remain outstanding and entitled to all the rights and
 preferences provided herein.

     (c)  The corporation may at its option, at any time prior to conversion
 thereof, redeem the then outstanding shares of Series C Preferred Stock, in
 whole or in part, at a redemption price per share equal to 100% of the
 Series C Issue Price, plus an amount equal to accrued but unpaid dividends
 on the shares being redeemed to and including the Redemption Date for such
 shares.  The redemption price plus accrued but unpaid dividends to and
 including the applicable Redemption Date shall be payable in cash.  If less
 than all the shares of Series C Preferred Stock are to be redeemed, the
 shares of Series C Preferred Stock shall be redeemed pro rata from the
 holders of the Series C Preferred Stock.  The shares of Series C Preferred
 Stock which are not redeemed shall remain outstanding and entitled to all
 the rights and preferences provided herein.

     (d)  Notice of any redemption of shares of Series B or Series C
 Preferred Stock pursuant to Subsection (b) or (c) of this Section 3 shall be
 given by mail, postage prepaid, at least 30, but not more than 60, days
 prior to the Redemption Date to each holder of shares of Series B or Series
 C Preferred Stock to be redeemed, at such holder's address as it appears on
 the transfer books of the corporation.

     (e)  On the date of any redemption being made pursuant to Subsection
 (b) or (c) of this Section 3 which is specified in a notice given pursuant
 to Subsection (d) of this Section 3, the corporation shall, and at any time
 after such notice shall have been mailed and before the Redemption Date the
 corporation may, deposit for the benefit of the holders of shares of Series
 B and Series C Preferred Stock to be redeemed the funds necessary for such
 redemption, including the amount necessary to pay all accrued and unpaid
 dividends to and including the Redemption Date, with a bank or trust company
 in the Borough of Manhattan, The City of New York, having a capital and
 surplus of at least $100,000,000.  Any moneys so deposited by the
 corporation and unclaimed at the end of two years from the date designated
 for such redemption shall revert to the general funds of the corporation. 
 After such reversion, any such bank or trust company shall, upon demand, pay
 over to the corporation such unclaimed amounts and thereupon such bank or
 trust company shall be relieved of all responsibility in respect thereof and
 any holder of shares of Series B or Series C Preferred Stock to be redeemed
 shall look only to the corporation for the payment of the redemption price
 plus all accrued and unpaid dividends to and including the
 
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 Redemption Date.  In the event that moneys are deposited pursuant to this
 Subsection (e) in respect of shares of Series B or Series C Preferred Stock
 that are converted in accordance with the provisions of Section 4, such
 moneys shall, upon such conversion, revert to the general funds of the
 corporation and, upon demand, such bank or trust company shall pay over to
 the corporation such moneys and shall be relieved of all responsibility to
 the holders of such converted shares in respect thereof.  Any interest
 accrued on funds deposited pursuant to this Subsection (e) shall be paid
 from time to time to the corporation for its own account.

     (f)  Notice of redemption having been given as aforesaid, upon the
 deposit of funds pursuant to Subsection (e) in respect of shares of Series B
 or Series C Preferred Stock to be redeemed pursuant to Subsection (b) or (c)
 of this Section 3, notwithstanding that any certificates for such shares
 shall not have been surrendered for cancellation, from and after the
 Redemption Date designated in the notice of redemption (i) the shares
 represented thereby shall no longer be deemed outstanding, (ii) the right to
 receive dividends thereon shall cease to accrue, and (iii) all rights of the
 holders of shares of Series B and Series C Preferred Stock designated for
 redemption shall cease and terminate with respect to such shares, excepting
 only the right to receive the redemption price therefor, plus all accrued
 and unpaid dividends to and including the Redemption Date.

 4.  Conversion.

     The holders of the Series B and Series C Preferred Stock shall have
 conversion rights as follows (the "Conversion Rights"):

     (a)  Right to Convert.  Subject to Subsection (c), each share of Series
 B and Series C Preferred Stock shall be convertible, at the option of the
 holder thereof, at any time prior to redemption, at the office of the
 corporation or any transfer agent for the Series B and Series C Preferred
 Stock, into such number of fully paid and nonassessable shares of Common
 Stock as is determined by dividing (A) the Series B Issue Price by the
 Conversion Price for the Series B Preferred Stock (the "Series B Conversion
 Price") at the time in effect for such share of Series B Preferred Stock and
 (B) the Series C Issue Price by the Conversion Price for the Series C
 Preferred Stock (the "Series C Conversion Price") at the time in effect for
 such share of Series C Preferred Stock (the Series B Conversion Price and
 the Series C Conversion Price sometimes hereinafter referred to as the
 "Conversion Price" or "Conversion Prices").  The initial Series B Conversion
 Price and the initial Series C Conversion Price shall be $1.00 per share;
 provided, however, that each Conversion Price shall be subject to adjustment
 as set forth in Subsection 4(c).
 
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     (b)  Mechanics of Conversion.  Before any holder of Series B or Series
 C Preferred Stock shall be entitled to convert the same into shares of
 Common Stock, he shall surrender the certificate or certificates therefor,
 duly endorsed, at the office of the corporation or of any transfer agent for
 the Series B or Series C Preferred Stock, and shall give written notice by
 mail, postage prepaid, to the corporation at its principal corporate office,
 of the election to convert the same and shall state therein the name or
 names in which the certificate or certificates for shares of Common Stock
 are to be issued.  The corporation shall, as soon as practicable thereafter,
 issue and deliver at such office to such holder of Series B or Series C
 Preferred Stock, or to the nominee or nominees of such holder, a certificate
 or certificates for the number of shares of Common Stock to which such
 holder shall be entitled as aforesaid.  Such conversion shall be deemed to
 have been made immediately prior to the close of business on the date of
 such surrender of the shares of Series B or Series C Preferred Stock to be
 converted, and the person or persons entitled to receive the shares of
 Common Stock issuable upon such conversion shall be treated for all purposes
 as the record holder or holders of such shares of Common Stock as of such
 date.

     (c)  Conversion Price Adjustments of Series B and Series C Preferred
 Stock.  The Conversion Prices of the Series B and Series C Preferred Stock
 shall be subject to adjustment from time to time as follows:

          (i)  In the event the corporation should at any time or from time
      to time after the Dividend Commencement Date fix a record date for the
      effectuation of a split or subdivision of the outstanding shares of
      Common Stock or the determination of holders of Common Stock entitled
      to receive a dividend or other distribution payable in additional
      shares of Common Stock or other securities or rights convertible into,
      or entitling the holder thereof to receive directly or indirectly,
      additional shares of Common Stock (hereinafter referred to as "Common
      Stock Equivalents") without payment of any consideration by such holder
      for the additional shares of Common Stock or the Common Stock
      Equivalents (including the additional shares of Common Stock issuable
      upon conversion or exercise thereof), then, as of such record date (or
      the date of such dividend, distribution, split or subdivision if no
      record date is fixed), the Series B Conversion Price and the Series C
      Conversion Price shall be appropriately decreased so that the number of
      shares of Common Stock issuable on conversion of each share of such
      series shall be increased in proportion to such increase of outstanding
      shares.

          (ii) If the number of shares of Common Stock outstanding at any
      time after the Purchase Date is decreased by a combination of the
      outstanding shares of Common Stock, then, following the record date of
      such combination,
 
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      the Series B Conversion Price and the Series C Conversion Price shall
      be appropriately increased so that the number of shares of Common Stock
      issuable on conversion of each share of such series shall be decreased
      in proportion to such decrease in outstanding shares.

     (d)  Other Distributions.  In the event the corporation shall declare a
 distribution payable in securities of other persons, evidences of
 indebtedness issued by the corporation or other persons, assets (excluding
 cash dividends) or options or rights not referred to in Subsection 4(c)(i),
 then, in each such case for the purpose of this Subsection 4(d), the holders
 of the Series B or Series C Preferred Stock shall be entitled to a
 proportionate share of any such distribution as though they were the holders
 of the number of shares of Common Stock of the corporation into which their
 shares of Series B and Series C Preferred Stock are convertible as of the
 record date fixed for the determination of the holders of Common Stock of
 the corporation entitled to receive such distribution.

     (e)  Recapitalizations.  If at any time or from time to time there
 shall be a recapitalization of the Common Stock (other than a split,
 subdivision or combination provided for elsewhere herein) provision shall be
 made so that the holders of the Series B and Series C Preferred Stock shall
 thereafter be entitled to receive upon conversion of the Series B and Series
 C Preferred Stock the number of shares of stock or other securities or
 property of the corporation or otherwise, to which a holder of Common Stock
 deliverable upon conversion would have been entitled on such
 recapitalization.  In any such case, appropriate adjustment shall be made in
 the application of the provisions of this Section 4 with respect to the
 rights of the holders of the Series B and Series C Preferred Stock after the
 recapitalization to the end that the provisions of this Section 4 (including
 adjustment of the Conversion Price then in effect and the number of shares
 purchasable upon conversion of the Series B and Series C Preferred Stock)
 shall be applicable after that event as nearly equivalent as may be
 practicable.

     (f)  No Impairment.  This corporation will not, by amendment of its
 Certificate of Incorporation or through any reorganization,
 recapitalization, dissolution, issue or sale of securities or any other
 voluntary action, avoid or seek to avoid the observance or performance of
 any of the terms to be observed or performed hereunder by this corporation,
 but will at all times in good faith assist in the carrying out of all the
 provisions of this Section 4 and in the taking of all such action as may be
 necessary or appropriate in order to protect the Conversion Rights of the
 holders of the Series B and Series C Preferred Stock against impairment.

<PAGE>
     (g)  No Fractional Shares and Certificate as to Adjustments.

          (i)  No fractional shares shall be issued upon conversion of the
      Series B or Series C Preferred Stock, and the number of shares of
      Common Stock to be issued shall be rounded to the nearest whole share. 
      Whether or not fractional shares would otherwise be issuable upon such
      conversion shall be determined on the basis of the total number of
      shares of Series B or Series C Preferred Stock the holder is at the
      time converting into Common Stock and the number of shares of Common
      Stock issuable upon such aggregate conversion.

          (ii) Upon the occurrence of each adjustment or readjustment of the
      Conversion Price of Series B and Series C Preferred Stock pursuant to
      this Section 4, the corporation shall promptly compute such adjustment
      or readjustment in accordance with the terms hereof and prepare and
      furnish to each holder of Series B or Series C Preferred Stock a
      certificate setting forth such adjustment or readjustment and showing
      in detail the facts upon which such adjustment or readjustment is
      based.  The corporation shall, upon the written request at any time of
      a holder of Series B or Series C Preferred Stock, furnish or cause to
      be furnished to such holder a like certificate setting forth (A) such
      adjustments and readjustments, (B) the Conversion Price at the time in
      effect, and (C) the number of shares of Common Stock and the amount, if
      any, of other property which at the time would be received upon the
      conversion of a share of Series B or Series C Preferred Stock.

     (h)  Notices of Record Date.  In the event of any taking by this
 corporation of a record of the holders of any class of securities for the
 purpose of determining the holders thereof who are entitled to receive any
 dividend (other than a dividend pursuant to Subsection 1(a)) or other
 distribution, any right to subscribe for, purchase or otherwise acquire any
 shares of stock of any class or any other securities or property, or to
 receive any other right, the corporation shall mail to each holder of Series
 B or Series C Preferred Stock, at least 20 days prior to the date specified
 therein, a notice specifying the date on which any such record is to be
 taken for the purpose of such dividend, distribution or right, and the
 amount and character of such dividend, distribution or right.

     (i)  Reservation of Stock Issuable Upon Conversion.  The corporation
 shall at all times reserve and keep available out of its authorized but
 unissued shares of Common Stock solely for the purpose of effecting the
 conversion of the shares of the Series B and Series C Preferred Stock such
 number of its shares of Common Stock as shall from time to time be
 sufficient to effect the conversion of all outstanding shares of the Series
 B and Series C Preferred Stock; and if at any time the number of authorized
 but unissued shares of Common Stock shall not be sufficient to effect the
 
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 conversion of all such shares of Series B and Series C Preferred Stock, in
 addition to such other remedies as shall be available to the holders of such
 Series B and Series C Preferred Stock, the corporation shall take such
 corporate action as may, in the opinion of its counsel, be necessary to
 increase its authorized but unissued shares of Common Stock to such number
 of shares as shall be sufficient for such purposes.

     (j)  Notices.  Any notice required by the provisions of this Section 4
 to be given to the holders of shares of Series B or Series C Preferred Stock
 shall be deemed given when personally delivered to such holder or deposited
 in the United States mail, return receipt requested, postage prepaid, and
 addressed to each holder of record at his address appearing on the books of
 the corporation.

     (k)  Taxes.  The corporation shall pay all taxes (other than income
 taxes) that may be imposed in respect of the issue or delivery of shares of
 Common Stock upon conversion of shares of Series B or Series C Preferred
 Stock.  The corporation shall not, however, be required to pay any tax that
 may be imposed in respect of any transfer involved in the issue or delivery
 of shares of Common Stock in a name other than that of the holder of the
 shares of Series B or Series C Preferred Stock to be converted.

 5.  Voting Rights.

     Except as otherwise expressly provided herein or as required by law,
 the holder of each share of Series B or Series C Preferred Stock shall have
 the right to one vote for each share of Common Stock into which such Series
 B or Series C Preferred Stock could then be converted, and with respect to
 such vote, such holder shall have full voting rights and powers equal to the
 voting rights and powers of the holders of Common Stock, and shall be
 entitled, notwithstanding any provision hereof, to notice of any
 stockholders' meeting in accordance with the By-Laws of the corporation, and
 shall be entitled to vote, together with holders of Common Stock, with
 respect to any question upon which holders of Common Stock have the right to
 vote.