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                                                                    Exhibit 4.2
                        SECOND CERTIFICATE OF AMENDMENT
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                           VIISAGE TECHNOLOGY, INC.

   Viisage Technology, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

   FIRST: That the Board of Directors of the Corporation, by vote at a meeting
of its members as filed with the minutes of the board, duly adopted resolutions
setting forth a proposed second amendment to the Restated Certificate of
Incorporation, declaring said amendment to be advisable to the stockholders of
the Corporation. The resolution setting forth the proposed amendment is as
follows:

"RESOLVED, that the Restated Certificate of Incorporation of this corporation
be further amended by changing Section 1 of Article Fourth thereof so that, as
amended, said Article shall be and read as follows:

      'Section 1. Number of shares:

      The total number of shares of capital stock which the Corporation shall
   have authority to issue is Forty-Seven Million (47,000,000) shares, of which
   (a) Forty-Five Million (45,000,000) shall be Common Stock, par value $0.001
   per share (the "Common Stock"), and (b) Two Million (2,000,000) shall be
   Preferred Stock, par value $0.001 per share (the "Preferred Stock"). As set
   forth in this Article IV, the Board of Directors of the Corporation (the
   "Board of Directors") is authorized from time to time to establish and
   designate one or more series of Preferred Stock, to fix and determine the
   variations in the relative rights and preferences as between the different
   series of Preferred Stock in the manner hereinafter set forth in this
   Article IV, and to fix or alter the number of shares comprising any such
   series and the designation thereof to the extent permitted by law.

      Any and all such shares issued, and for which the full consideration has
   been paid or delivered, shall be deemed fully paid stock and the holder of
   such shares shall not be liable for any further call or assessment or any
   other payment thereon.

      The Board of Directors is authorized to issue, from time to time, all or
   any portion of the capital stock of the Corporation, of any class, which may
   have been authorized but not issued or otherwise reserved for issue, to such
   person or persons and for such lawful consideration (including property or
   services at their fair value), as it may deem appropriate, and generally in
   its absolute discretion to determine the terms and manner of any disposition
   of such authorized but unissued capital stock.'"

   SECOND: That thereafter, pursuant to the recommendation of the Board of
Directors, the holders of a majority of the outstanding common stock of the
Corporation, in accordance with Section 228 of the General Corporation Law of
the State of Delaware, duly consented to and approved of the amendment.

   THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

   IN WITNESS WHEREOF, said Viisage Technology, Inc., has caused this
certificate to be signed by Charles J. Johnson, Esq., its Secretary, this
19/th/ day of December, 2001.

                                               /s/ Charles J. Johnson
                                               Charles J. Johnson, Secretary