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                                                                    EXHIBIT 3.8
                           CERTIFICATE OF AMENDMENT
                                      OF
                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                XYVISION, INC.
                    PURSUANT TO SECTION 242 OF THE GENERAL
                   CORPORATION LAW OF THE STATE OF DELAWARE
----------------------------------------------------
     XYVISION, INC. (the "Corporation"), organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify as follows:

     At a meeting of the Board of Directors of the Corporation on July 1, 1998,
the Board of Directors duly adopted resolutions pursuant to Section 242 of the
General Corporation Law of the State of Delaware setting forth an amendment to
the Restated Certificate of Incorporation of the Corporation, as amended, and
declaring said amendment to be advisable. The stockholders of the Corporation
duly approved, pursuant to said Section 242, said proposed amendment at the
Annual Meeting of Stockholders held on September 17, 1998. The amendment to the
Restated Certificate of Incorporation is as follows:

RESOLVED:     That the first paragraph of Article IV of the Certificate of
              Incorporation be and hereby is deleted and the following two
              paragraphs shall be inserted in lieu thereof:


                 "That upon the filing date of the Certificate of Amendment of
              Amended and Restated Certificate of Incorporation of the
              Corporation (the "Effective Date"), a one-for-five reverse split
              of the Corporation's Common Stock (as defined below) shall become
              effective, such that each five shares of Common Stock outstanding
              and held of record by each stockholder of the Corporation
              (including treasury shares) immediately prior to the Effective
              Date shall represent one share of Common Stock from and after the
              Effective Date, with cash paid in lieu of any fractional share
              which might result from the reverse split, based on the fair
              market value of the Common Stock on the Effective Date. The total
              number of shares of all classes of stock which the Corporation
              shall have the authority to issue is twenty-eight million
              (28,000,000). All such shares are to have par value and are
              classified as follows: three million (3,000,000) shares of
              Preferred Stock, par value $1.00 per share ("Preferred Stock"),
              and twenty-five million (25,000,000) shares of Common Stock, par
              value $.03 per share ("Common Stock")."

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its President this 20th day of October, 1998.


                               XYVISION, INC.


                               By: /s/ Kevin Duffy
                               ---------------------
                               Kevin Duffy
                               President