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                                                                     EXHIBIT 3.6


                       THE ASHTON TECHNOLOGY GROUP, INC.

                          CERTIFICATE OF DESIGNATION

                                      FOR

                             SERIES B CONVERTIBLE
                                PREFERRED STOCK

                        ______________________________

                            Pursuant to Section 151
            of the General Corporation Law of the State of Delaware

                       _________________________________


          The Ashton Technology Group, Inc. (the "Corporation"), a corporation
                                                  -----------                 
organized and existing under the General Corporation Law of the State of
Delaware (the "DGCL"), does hereby certify that pursuant to the provisions of
Section 151 of the DGCL, the Board of Directors of the Corporation, at a meeting
duly convened on September 11, 1997 at which a quorum was present at all times,
adopted the following resolution, which resolution remains in full force and
effect as of the date hereof:

          WHEREAS, the Board of Directors of the Corporation is authorized,
within the limitations and restrictions stated in the Corporation's Certificate
of Incorporation, to fix by resolution or resolutions the designation of each
class or series of Preferred Stock (the "Preferred Stock") and the voting
                                         ---------------                 
powers, and any designations, preferences, and relative, participating, optional
or other special rights of any such class or series of Preferred Stock, as well
as such other provisions with regard to redemption (at the option of the holders
thereof and/or at the option of the Corporation), dividends, dissolution or the
distribution of assets, conversion or exchange, and any qualifications or
restrictions thereof or such other subjects or matters as shall be stated and
expressed in the resolution or resolutions providing for the issue of such stock
adopted by the Board of Directors; and

          WHEREAS, it is the desire of the Board of Directors of the
Corporation, pursuant to such authority, to authorize and fix the terms of the
series of Preferred Stock designated as Series B Convertible Preferred Stock
(the "Series B Preferred"):
      ------------------   

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          NOW THEREFORE, be it resolved, that the terms and provisions of such
series and all other rights or preferences granted to or imposed upon such
series or the holders thereof are as herein set forth:

          1.   Rank. The Series B Preferred shall, with respect to dividend
               ----                                                        
rights or rights upon liquidation, dissolution and winding-up of the
Corporation, rank pari passu with all other series of preferred stock or other
class of security expressly ranking pari passu ("Pari Passu Classes") with the
                                                 ---- -------------           
Series A Preferred of the Corporation (including, without limitation, the Series
A Convertible PIK Preferred of the Corporation) and prior to all series or
classes of Common Stock of the Corporation ("Common Stock"). Nothing contained
                                             ------------                     
herein shall be construed to prohibit the Corporation from authorizing or
issuing, in accordance with its Certificate of Incorporation and By-Laws, as the
same may be amended and in effect from time to time, any classes or series of
equity securities of the Corporation ranking senior to or pari passu with the
Series B Preferred with respect to dividend rights or rights upon liquidation,
dissolution and winding-up of the Corporation or both.

          2.   Dividends. The holders of the shares of the Series B Preferred
               ---------                                                     
shall be entitled to be paid, when, as and if declared by the Board of Directors
of the Corporation out of funds legally available for the payment of dividends,
dividends at the rate of 9% per annum payable semiannually on February 15 and
August 15 of each year, commencing February 15, 1998 (a "Dividend Payment
Date"). Such dividends shall, if declared, be paid to the holders of record of
the Series B Preferred at the close of the business day on February 15 and
August 15 of each year commencing February 15, 1998. Each of such semi-annual
dividends shall be fully cumulative and shall accrue (whether or not declared),
without interest, from the date of the immediately preceding Dividend Payment
Date, except with respect to the first dividend payment which will accrue from
the date of issuance of the Series B Preferred.

          3.   Liquidation Preference.
               ---------------------- 

               a)   Subject to the rights of holders of any class of capital
stock or series thereof expressly ranking senior to the Series B Preferred, upon
any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation, the holder of each share of the Series B Preferred
then outstanding shall be entitled to be paid out of the assets of the
Corporation available for distribution to its stockholders an amount equal to
$10.00 for each share of Series B Preferred then held by such holder plus an
amount equal to all accumulated but unpaid dividends thereon through the date of
payment (whether or not earned or declared and whether or not there are funds
legally available for the payment of dividends) (such amount being herein called
the "Liquidation Preference") before any payment shall be made or any assets
     ----------------------                                                 
distributed to the holders of Common Stock or any other series of capital stock
junior to the Series B Preferred. If the assets of the Corporation are not
sufficient to pay in full the payments payable to the holders of outstanding
shares of Series B Preferred and any Pari Passu Classes upon the liquidation,
dissolution or winding up of the affairs of the Corporation, then the holders of
all such shares shall share ratably with all other holders of shares of Series B
Preferred

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and Pari Passu Classes in such distribution of assets in proportion to the
Liquidation Preference of the respective shares.

               b)   For the purposes of this Section 3, neither the voluntary
sale, conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all the property or assets of the
Corporation nor the consolidation or merger of the Corporation with or into one
or more other corporations or other entities shall be deemed to be a
liquidation, dissolution or winding up of the Corporation, voluntarily or
involuntarily.

          4.   Conversion.
               ---------- 

               a)   Rights of Holder of Convert.  At any time after 90 days
                    ---------------------------                            
following the date of the issuance of the Series B Preferred, each holder of
shares of Series B Preferred may, at the option of the holder exercisable at any
time and from time to time, convert some or all of each of such holder's shares
of Series B Preferred into: (i) six shares of the Common Stock, par value $0.01
per share (the "Common Stock"), of the Corporation, and (ii) one two-year
                ------------                                             
warrant to purchase two shares of the Common Stock, par value $0.01 per share
(the "UTTC Common"), of Universal Trading Technologies Corporation, a Delaware
      -----------                                                             
corporation ("UTTC"), with an exercise price of $0.75 per share (the "Warrants")
              ----                                                    --------  
(such number of securities, as adjusted from time to time pursuant hereto, is
herein called the "Conversion Ratio").
                   ----------------   

               b)   Adjustments to Conversion Ratio.  The Conversion Ratio shall
                    -------------------------------                             
be adjusted, from time to time by the Board of Directors of the Corporation, to
reflect the effect of any stock dividend, stock split, reverse stock split,
merger, consolidation, recapitalization (other than the issuance of Common Stock
in exchange for indebtedness or other obligation of similar value),
reorganization or other similar transaction affecting the Corporation or UTTC so
that immediately following such event the holders of the Series B Preferred
shall be entitled to receive upon conversion thereof the kind and amount of
shares of securities of the Corporation and UTTC and other property which they
would have owned or been entitled to receive upon or by reason of such event if
such shares of Series B Preferred had been converted immediately before the
record date (or, if no record date, the effective date) for such event. An
adjustment made pursuant to this paragraph b) of this Section 4 shall become
effective immediately after the opening of business on the day next following
the record date in the case of a dividend or distribution and shall become
effective immediately after the opening of business on the day next following
the effective date in the case of an applicable subdivision, combination,
reclassification, merger, recapitalization, reorganization or other similar
transaction. In case of (i) any consolidation or merger to which the Corporation
or UTTC is a party, other than a merger or consolidation in which the
Corporation or UTTC, as the case may be, is the surviving or continuing
corporation and which does not result in any reclassification of, or change
(other than a change in par value or from par value to no par value or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock (or such other class or series of common
stock into which shares of Series B Preferred are then convertible, including
Warrants) or (ii) any sale or conveyance of all or substantially all of the
property and

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assets of the Corporation or UTTC, then provision shall be made as part of the
terms of such transaction whereby the holder of each share of Series B Preferred
which is not converted into the right to receive stock or other securities and
property in connection with such transaction shall have the right thereafter to
convert such share of Series B Preferred into the kind and amount of shares of
stock or other securities and property receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
and/or shares of UTTC Common issuable upon the exercise of the Warrants (or such
other class or series of common stock into which shares of Series B Preferred
are then convertible) into which such shares of Series B Preferred could have
been converted immediately prior to such consolidation, merger, sale or
conveyance, subject to adjustment which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this paragraph b) of this Section
4. The Corporation shall not enter into any of the transactions referred to in
clauses (i) or (ii) of the first sentence of this paragraph unless, prior to the
consummation thereof, effective provision shall be made in a certificate or
articles of incorporation or other constituent document or written instrument of
the Corporation or the entity surviving the consolidation or merger, if other
than the Corporation, or the entity acquiring the Corporation's assets, unless,
in either case, such entity is a direct or indirect subsidiary of another
entity, in which case such provision shall be made in the certificate or
articles of incorporation or other constituent document or written instrument of
such other entity (any such entity or other entity being the "Surviving Entity")
                                                              ----------------
so as to assume the obligation to deliver to each holder of shares of Series B
Preferred such stock or other securities and property and otherwise give effect
to the provisions set forth in this paragraph. The provisions of this paragraph
shall apply similarly to successive consolidations, mergers, sales or
conveyances.

          The Corporation shall give each holder of Series B Preferred prior
written notice delivered to the applicable address set forth on the record books
of the Corporation of each adjustment made pursuant to this paragraph b) of
Section 4.

          c)   Procedures for Conversion.  Any holder of Series B Preferred
               -------------------------                                   
electing to convert such shares or any portion thereof shall deliver the
certificates therefor to the principal office of the Corporation, with the form
of notice of election to convert endorsed on such certificates fully completed
and duly executed. The conversion right with respect to such Series B Preferred
shall be deemed to have been exercised on the date upon which the certificates
therefor with such notice of election duly executed shall have been so
delivered, and the person or persons entitled to receive Common Stock and
Warrants issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such Common Stock and Warrants on such date. Any
declared but unpaid dividends payable through the Conversion Date with respect
to Series B Preferred so converted shall be payable upon such conversion.

          d)   No Fractional Securities. No fractional shares of Common Stock
               ------------------------                                      
nor Warrants to purchase fractional shares of UTTC Common shall be issued upon
conversion of shares of Series B Preferred. Instead of any fractional shares of
Common Stock or Warrants to purchase fractional shares of UTTC Common which
would otherwise be issuable upon

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conversion of any share or shares of Series B Preferred, the Corporation shall
pay a cash adjustment in respect of such fraction in such amount as the Board of
Directors of the Corporation shall in good faith determine.

          e)   Taxes. If a holder converts shares of Series B Preferred, the
               -----                                                        
Corporation shall pay any documentary, stamp or similar issue or transfer tax
due on the issue of securities of the Corporation or UTTC to the holder upon the
conversion. The holder shall pay any such tax due because any shares are issued
in a name other than the holder's.

          f)   Reservation of Shares.  The Corporation shall at all times
               ---------------------                                     
reserve out of its authorized but unissued shares of Common Stock, or such
shares held in treasury (and use reasonable efforts to cause UTTC to reserve out
of its authorized but unissued shares of UTTC Common, or such shares held in
treasury), enough of such shares (or other securities deliverable upon
conversion) to permit the conversion of all of the Series B Preferred then
outstanding and the issuance of shares of Common Stock and the issuance of UTTC
Common issuable upon the exercise of the Warrants, in each case issuable upon
the conversion of all of the Series B Preferred then outstanding. All shares of
Common Stock issued upon due conversion of shares of Series B Preferred shall be
validly issued, fully paid and non-assessable. All shares of Common Stock
issuable upon (i) exercise of the Warrants issued upon due conversion of the
Series B Preferred, and (ii) receipt by UTTC of the applicable exercise price
therefor, shall be fully paid, and non-assessable.

          5.   Redemption.
               ---------- 

               a)   General.  At any time and from time to time (i) after the
                    -------                                                  
second anniversary of the date of issuance of the Series B Preferred, or (ii)
after the date upon which the trading price for the Parent Common Stock on the
principal exchange or automated quotation system upon which the Parent Common
Stock then trades equals or exceeds $3.25 per share of Parent Common Stock for a
period of at least 10 consecutive trading days, the Corporation may redeem all
or any portion of the then outstanding Series B Preferred for an amount in cash
equal to the Liquidation Preference in accordance with the provisions of this
paragraph 5.

               b)   Redemption Procedure.  If the Corporation shall determine to
                    --------------------                                        
redeem less than all shares of the Series B Preferred then outstanding pursuant
to subparagraph (a) of this paragraph 5, (i) the shares to be redeemed shall be
selected pro rata (or as nearly as may be) so that the number of shares redeemed
from each holder shall bear the same proportion to all the shares to be redeemed
that the total number of shares then held by such holder bears to the total
number of shares then outstanding or (ii) if the number of holders of the Series
B Preferred Stock exceeds 50, and the Board of Directors so determines, the
shares to be redeemed shall be selected by lot.

               c)   Notice.  Notice of every redemption pursuant to this
                    ------                                              
paragraph 5 shall be mailed, first class, postage prepaid, not less than 30 nor
more than 60 days prior to the

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date fixed for redemption (the "Redemption Date"), to each holder's address as
it appears on the books of the Corporation. Each such notice shall state: the
Redemption Date; the number of shares of Series B Preferred to be redeemed, and,
if less than all shares of Series B Preferred held by such holder are to be
redeemed, the number of such shares to be redeemed from such holder; the
redemption price applicable to the shares to be redeemed; the place or places
where such shares are to be surrendered; and that dividends on shares to be
redeemed will cease to accrue on the Redemption Date.

               d)   Rights of Holders.  Notice having been mailed as aforesaid,
                    -----------------                                          
from and after the Redemption Date (unless the Corporation defaults in providing
money for the payment of the redemption price) dividends on shares called for
redemption shall cease to accrue, said shares shall no longer be deemed to be
outstanding, all rights of holders thereof as stockholders of the Corporation
(except the right to receive the redemption price thereof, without interest)
shall terminate, and, upon surrender, in accordance with said notice, of the
certificates representing any such shares (properly endorsed or assigned for
transfer, if the Board of Directors of the Corporation shall so require), such
shares shall be redeemed by the Corporation at the applicable redemption price;
provided, however, that the Corporation may include in such notice a statement
that the money required for the payment of the redemption price will be
deposited on a specified date, prior to the Redemption Date, with a specified
bank or trust company (which shall have an office in The City of New York and
which shall have a combined capital and surplus of not less than $50,000,000) in
trust for the benefit of holders of shares called for redemption, and, notice
having been given, from and after such deposit shares called for redemption
shall no longer be deemed to be outstanding and all rights with respect to such
shares shall forthwith upon such deposit cease and terminate except for the
right to receive the amount payable upon surrender of the certificates
representing such shares from such bank or trust company (but not from the
Corporation). If less than all the shares represented by any surrendered
certificate are redeemed, a new certificate representing the unredeemed shares
shall be issued to the holder who surrendered such certificate. Holders of
shares of Series B Preferred called for redemption shall not be entitled to any
interest allowed by any such depositary on money deposited to effect the
redemption but any such interest shall be paid to the Corporation. Any money
deposited as aforesaid for redemption of any shares and remaining unclaimed for
four years and eleven months after the date of such deposit shall then be repaid
to the Corporation upon its request, and the holders of such shares shall
thereafter look only to the Corporation for payment of the redemption price
thereof, without interest.

               e)   Status of Redeemed Shares. Any share of Series B Preferred
                    -------------------------                                 
redeemed or otherwise purchased or acquired by the Corporation shall be retired,
shall no longer be deemed outstanding, and shall not be reissued.

          6.   Voting Rights. The holders of record of shares of Series B
               -------------                                             
Preferred shall not be entitled to vote on any matters presented to the
stockholders of the Company for approval, except as required by law.

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          7.   General Provisions.
               ------------------ 

               a)   "Outstanding" Securities. The term "outstanding", when used
                     -----------------------            -----------            
with reference to shares of stock, shall mean issued shares, excluding shares
held by the Corporation, or a subsidiary thereof.

               b)   Headings.  The headings of the paragraphs, subparagraphs,
                    --------                                                 
clauses, and sub-clauses of this Certificate of Designations are for convenience
of reference only and shall not define, limit, or affect any of the provisions
hereof.

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          IN WITNESS WHEREOF, The Ashton Technology Group, Inc. has caused this
certificate to be signed by its President and Secretary, respectively, this ____
day of September, 1997.


                                    /s/ Fredric W. Rittereiser
                                    --------------------------
                                    President


                                    /s/ John A. Blohm
                                    -----------------
                                    Secretary

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