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                                                                     EXHIBIT 3.4

                           CERTIFICATE OF AMENDMENT
                           ------------------------

                      TO THE CERTIFICATE OF INCORPORATION
                      -----------------------------------

                       OF SKYLANDS PARK MANAGEMENT, INC.
                       ---------------------------------

TO:  The Secretary of State
     State of New Jersey



     Pursuant to the provisions of Section 14A:9-2(4), Corporations, General of
the New Jersey Statutes, the undersigned corporation executes the following
Certificate of Amendment to its Certificate of Incorporation:

     1. The name of the corporation is Skylands Park Management, Inc.

     2. The following amendments to the Certificate of Incorporation were
approved by the directors of the corporation on August 15, 1996 and thereafter
duly adopted by the shareholders of the corporation on October 28, 1996:

     RESOLVED: That subject to obtaining requisite approval of shareholders of
     the Corporation as and to the extent required by New Jersey law, there is
     hereby declared a 1-for-10 reverse stock split in respect of the
     Corporation's common stock, to become effective within ten days after the
     filing of the certificate of amendment in respect thereof, pursuant to
     which, on such effective date, (a) each outstanding share of the
     corporation's common stock, and each share reserved for issuance pursuant
     to outstanding option plans, options, warrants and other rights to
     subscribe for, purchase and/or receive shares of the Corporation's common
     stock, shall automatically be converted into one-tenth of a share of common
     stock, with any fractional shares held by any shareholder or issuable under
     any instrument as a result thereof to be rounded (up or down) to the
     nearest whole share, and (b) after giving effect to such reverse stock
     split, the authorized common stock of the Corporation shall remain
     20,000,000 shares without par value (thereby causing the reverse stock
     split to have the effect of causing the percentage of authorized shares
     that remains unissued
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     after the reverse stock split to exceed the percentage of authorized shares
     that was unissued prior to the reverse stock split).

     3. The number of shares outstanding at the time of adoption of the
amendments was 12,148,869 shares of common stock without par value. The total
number of shares entitled to vote thereon was 12,148,869.

     4. The amendments were adopted by the affirmative vote of the holders of
10,456,981 shares (constituting a majority of the issued and outstanding shares
of the common stock of the corporation) on October 28, 1996. A total of
1,008,185 shares were voted against the amendments, and a total of 182,360
shares abstained with respect to the amendments.

     5. The amendments shall become effective at the close of business on
November 7, 1996.


Dated: This 29th day of October, 1996


                                             SKYLANDS PARK MANAGEMENT, INC.


                                             By:
                                                -------------------------------
                                                Barry M. Levine, President