CERTIFICATE OF AMENDMENT
                                     TO THE
                   CERTIFICATE OF INCORPORATION, AS AMENDED
                                       OF
                                 UNIDIGITAL INC.


      Pursuant to Section  242 of the  Delaware  General  Corporation  Law,  the
undersigned   corporation   executes  this   Certificate  of  Amendment  to  its
Certificate of Incorporation, as amended.

      1. Article SIXTH of the  Corporation's  Certificate of  Incorporation,  as
amended, is amended to provide in its entirety:

            "SIXTH:  CAPITAL STOCK

            The aggregate number of shares of all classes of capital stock which
      the  Corporation  shall have  authority  to issue is  thirty-five  million
      (35,000,000)  shares, of which  twenty-five  million  (25,000,000)  shares
      shall be common stock, par value $0.01 per share (the "Common Stock"), and
      ten million  (10,000,000) shares shall be preferred stock, par value $0.01
      per share (the "Preferred Stock").

            Shares of Preferred  Stock may be issued in one or more series.  The
      number of shares included in any series of Preferred Stock and the full or
      limited voting rights, if any, the cumulative or  non-cumulative  dividend
      rights, if any, the conversion, redemption or sinking fund rights, if any,
      and the priorities, preferences and relative, participating,  optional and
      other  special  rights,  if any, in respect of the  Preferred  Stock,  any
      series  of  Preferred  Stock or any  rights  pertaining  thereto,  and the
      qualification,  limitations or  restrictions on the Preferred  Stock,  any
      series of Preferred Stock or any rights pertaining thereto, shall be those
      set forth in the resolution or  resolutions  providing for the issuance of
      the Preferred  Stock or such series of Preferred Stock adopted at any time
      and from time to time by the  affirmative  vote of a majority of the total
      number of  directors  which the  Corporation  would  have if there were no
      vacancies on the Board of Directors of the  Corporation  (the  "Board") at
      the time of the vote (the "Whole Board") on such resolution or resolutions
      and filed with the Secretary of State of the State of Delaware.  The Board
      is hereby  expressly  vested  with  authority,  to the full  extent now or
      hereafter   provided  by  the  Law,  to  adopt  any  such   resolution  or
      resolutions."


<PAGE>

      2. The foregoing  amendment  has been duly adopted in accordance  with the
provisions of Section 242 of the Delaware Corporation Law.

                                   *******


<PAGE>



      IN WITNESS  WHEREOF,  this  Certificate of Amendment is made this 14th day
                                                                        ----

of May, 1999.
   ---


                                      UNIDIGITAL INC.


                                      By:/s/William E. Dye
                                         ------------------------------------
                                         William  E. Dye,  Chairman  of
                                         the Board and Chief Executive Officer


ATTEST:


By:/s/Peter Saad
   -------------------------------
   Peter Saad, Assistant Secretary