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                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           AIRSHIP INTERNATIONAL LTD.
              (Under Section 805 of the Business Corporation Law)

     FIRST: The name of the corporation is Airship International Ltd. (the
"Corporation").

     SECOND: The Certificate of Incorporation was filed with the New York
Department of State on June 9, 1982.

     THIRD:  (a)  The Corporation hereby amends its Certificate of
Incorporation in order to (i) change the purposes for which the Corporation is
formed; (ii) increase the 80,000,000 authorized shares of common stock, with
$.01 par value, to 110,000,000 authorized shares of common stock, with $.01 par
value; (iii) change issued shares of Class A 8% Cumulative Convertible
preferred stock, with $.01 par value, into issued shares of common stock, with
$.01 par value, at the rate of one for three, as described below; (iv) cancel
the remaining 2,300,199 shares of Class A 8% Cumulative Convertible preferred
stock, with $.01 par value, which are authorized and unissued; and (v) cancel
the remaining 6,000,000 shares of preferred stock, with $.01 par value, which
are authorized and unissued.

     (b)  The Corporation hereby amends its Certificate of Incorporation to
change 1,699,801 issued shares of Class A 8% Cumulative Convertible preferred
stock, with $.01 par value, of which 4,000,000 are authorized, into 5,099,403
issued shares of common stock, with $.01 par value, of which 80,000,000 are
authorized  and 47,174,246 are issued. After such change, the Corporation will
have issued 52,273,649 shares of common stock, with $.01 par value, and the
authorized shares of common stock, with $.01 par value, will increase by
24,900,597 shares to 110,000,000 shares of common stock, with $.01 par value.

     FOURTH:  To accomplish the foregoing amendments:

     (a)  Paragraph 2 of the Certificate of Incorporation is hereby deleted in
its entirety and the following shall be inserted into Paragraph 2:

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          The purpose or purposes for which the Corporation is formed is to
          engage in any lawful act or activity for which corporations may be
          organized under the Business Corporation Law. The corporation is not
          formed to engage in any act or activity requiring the consent or
          approval of any state official, department, board, agency or other
          body.

     (b)  Paragraph 4 of the Certificate of Incorporation is hereby deleted in
its entirety and the following shall be inserted into Paragraph 4:

          The aggregate number of shares of stock which the Corporation shall
          be authorized to issue is 110,000,000, all of which shall be common
          stock, par value $.01 per share.

     FIFTH:  The foregoing amendment of the certificate of incorporation of the
Corporation was authorized by the consent in writing of all of the members of
the Board of Directors of the Corporation followed by the vote of the holders
of at least a majority of all of the outstanding shares of the Corporation
entitled to vote thereon, and pursuant to section 804 of the Business
Corporation Law was authorized by a vote of the holders of 51% of all
outstanding shares of the class of preferred stock adversely affected thereby,
voting as a class.

     IN WITNESS WHEREOF, we have subscribed this certificate and hereby affirm
it as true under the penalties of perjury this 11th day of June, 1998.



                             /s/ Louis J. Pearlman
                             -------------------------------------------
                             Louis J. Pearlman, President



                             /s/ Alan Siegel
                             -------------------------------------------
                             Alan Siegel, Secretary