EXHIBIT 3
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                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           NATIONAL DATACOMPUTER, INC.


           It is hereby certified that:

FIRST:     The name of the corporation is National Datacomputer, Inc.
------     (the "Corporation").

SECOND:    The Certificate of Incorporation of the Corporation filed on
------     December 17, 1986, as amended from time to time thereafter, is hereby
           amended by striking out the first paragraph of Article Fourth in its
           entirety and by substituting in lieu of the following:

           "FOURTH:    The total number of shares of all class of stock which
                       the Corporation shall have authority to issue is thirty
                       million fifty thousand (30,050,000), of which thirty
                       million (30,000,000) shares are to be Common Stock, of
                       the par value of eight cents ($.08) each, and fifty
                       thousand (50,000) shares are to be Preferred Stock, of
                       the par value of one-tenth of one cent ($.001) each, of
                       which four thousand two hundred (4,200) shares have been
                       designated as Series B Convertible Preferred Stock, of
                       the par value of one-tenth of one cent ($.001) each, and
                       of which nine hundred (900) shares have been designated
                       as Series C Convertible Preferred Stock, of the par value
                       of one-tenth of one cent ($.001) each, and of which three
                       hundred fifty (350) shares have been designated as Series
                       D Convertible Preferred Stock, of the par value of
                       one-tenth of one cent ($.001) each, and of which five
                       hundred (500) shares have been designated as Series E
                       Convertible Preferred Stock, of the par value of
                       one-tenth of one cent ($.001), and of which one hundred
                       seventy five (175) shares have been designated as Series
                       F Convertible Preferred Stock, of the par value of
                       one-tenth of one cent ($.001), amounting in the aggregate
                       to Two Million Four Hundred Thousand Fifty and 00/100
                       Dollars ($2,400,050.00)."

THIRD:     In lieu of a meeting and vote of the stockholders, stockholders
------     representing a majority of the shares of stock entitled to vote have
           consented to said amendments in accordance with the provisions of
           Section 228(a) and 242 of the General Corporation Law of the State of
           Delaware, and written notice of the





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           adoption of the amendments has been given as provided in Section 228
           of the General Corporation Law of the State of Delaware to every
           stockholder entitled to such notice, or notice thereof has been
           waived pursuant to Section 229 of the General Corporation Law of the
           State of Delaware.


FOURTH:    The aforesaid amendment of the Certificate of Incorporation, as
-------    amended, has been duly adopted in accordance with the applicable
           provisions of Section 242, 141(f) and 228 of the General Corporation
           Law of the State of Delaware.


EXECUTED, effective as of this 22nd day of May, 2000.



                                             NATIONAL DATACOMPUTER, INC.


                                             By: /s/ Malcolm M. Bibby
                                                 -------------------------------
                                             Malcolm M. Bibby
                                             President and Chairman of the Board



















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