EXHIBIT 3.2


                            Certificate of Amendment
                                       of
                          Certificate of Incorporation
                                       of
                              Juniper Features Ltd.


           Under Section 805 of the Business Corporation Law

     Pursuant to the provisions of Section 805 of the Business  Corporation Law,
the undersigned,  being  respectively the President and the Secretary of Juniper
Features Ltd., hereby certify as follows:

     FIRST:   The  name  of  the  corporation   isJuniper   Features  Ltd.  (the
"Corporation")

     SECOND:  The certificate of  incorporation  of the Corporation was filed by
the Department of State on July 7, 1987.

     THIRD:   The  amendments  to  the  certificate  of   incorporation  of  the
Corporation effected by this certificate of amendment are as follows:

     a.to  change the name of the  Corporation  from  Juniper  Features  Ltd. to
Juniper Group, Inc.;

     b.to increase the  authorized  Shares of the  Corporation  from  20,875,000
Shares  authorized,  20,000,000 of which are Common Stock,  $.001 par value, and
875,000 of which are Preferred  Stock,  $.10 par value,  to 300,875,000  Shares,
300,000,000 of which are Common Stock, $.001 par value, and 875,000 of which are
Preferred Stock, $.10 par value;

     c.to eliminate preemptive rights of holders of Corporation's capital stock;
and d. to require the vote of the  holders of 80% of the issued and  outstanding
shares of Common Stock to approve certain  business  combinations  involving the
Corporation and a related person.

     FOURTH: To accomplish the foregoing  amendments,  the following Articles of
the certificate of  incorporation  of the Corporation are hereby amended to read
as follows:

     a. Article First of the  certificate of  incorporation  of the  Corporation
(relating to the name of the Corporation) is hereby amended to read as follows:

      First: The name of the Corporation is Juniper Group, Inc.

     b. Article Fourth of the  certificate of  incorporation  of the Corporation
(relating to the authorized  capital stock of the Corporation) is hereby amended
to read as follows:

     Fourth:  The  aggregate  number of shares that the  Corporation  shall have
authority to issue is (i) three hundred million  (300,000,000)  shares of common
stock,  each of which  shall have a par value of $.001,  all of which are of the
same class, and the aggregate par value of which shall be $300,000.00,  and (ii)
eight hundred seventy-five thousand (875,000) shares of preferred Stock, each of
which  shall have a par value of $.10 per share and the  aggregate  par value of
which shall be $87,500.00.

     To accomplish  the  foregoing  amendments,  the  following  Articles of the
certificate  of  incorporation  of the  Corporation  are hereby added to read as
follows:

     c. A new Article Seventh  (relating to the elimination of preemptive rights
of  shareholders) is hereby added to the certificate of incorporation to read as
follows:

     Seventh:  No  holder of any of the  shares of any class of the  Corporation
shall be entitled as of right to subscribe for,  purchase,  or otherwise acquire
any shares of any class of the  Corporation  which the  Corporation  proposes to
issue or any rights or options which the  Corporation  proposes to grant for the
purchase of shares of any class of the  Corporation  or for the  purchase of any
shares,  bonds,  securities,   or  obligations  of  the  Corporation  which  are
convertible  into or exchangeable  for, or which carry any rights,  to subscribe
for, purchase, or otherwise acquire shares of any class of the Corporation;  and
any  and  all  of  such  shares,  bonds,  securities,   or  obligations  of  the
Corporation,  whether now or hereafter  authorized or created, may be issued, or
may be  reissued  or  transferred  if the same  have  been  reacquired  and have
treasury  status,  and any and all of such  rights and options may be granted by
the Board of Directors to such persons, firms,  corporations,  and associations,
and for such lawful consideration,  and on such terms, as the Board of Directors
in its  discretion  may  determine,  without  first  offering  the same,  or any
thereof,  to any said holder.  Without  limiting the generality of the foregoing
stated denial of any and all preemptive rights, no holder of shares of any class
of the Corporation  shall have any preemptive  rights in respect of the matters,
proceedings,  or transactions  specified in subparagraphs (1) to (6), inclusive,
of paragraph (e) of Section 622 of the Business Corporation Law.

     d. A new  Article  Eighth ( relating  to the  requirement  of a vote of the
holders of 80% of the issued and  outstanding  shares of Common Stock to approve
certain business combinations involving the Corporation and a related person) is
hereby added to the certificate of incorporation to read as follows:

     Eighth:  The  affirmative  vote of the  holders of not less than 80% of the
outstanding shares of "Voting Stock" (as hereinafter defined) of the Corporation
shall  be  required  for  the  approval  or   authorization   of  any  "Business
Combination" (as hereinafter  defined);  provided,  however, that the 80% voting
requirement referred to above shall not be applicable if:

     (1)The Board of Directors of the  Corporation  by a vote of not less than a
     majority of the directors then holding  office:  (a) expressly  approved in
     advance  the  acquisition  of  outstanding  shares of  Voting  Stock of the
     Corporation  that caused the  Related  Person (as  hereinafter  defined) to
     become a Related Person; or (b) approved the Business  Combination prior to
     the Related  Person  involved in the Business  Combination  having become a
     Related Person; or

     (2)The  Business  Combination is solely between the Corporation and another
     corporation,  100% of the  Voting  Stock  of which is  owned,  directly  or
     indirectly, by the Corporation.

     For the purposes of this Paragraph:

     (1)The  term   "Business   Combination"   shall  mean  (a)  any  merger  or
     consolidation  of the  Corporation  or a subsidiary  with or into a Related
     Person; (b) any sale, lease, exchange,  mortgage, pledge, transfer or other
     disposition,  of all or any "Substantial Part" (as hereinafter  defined) of
     the assets either of the Corporation  (including,  without limitation,  any
     voting securities of a subsidiary) or of a subsidiary, to or with a Related
     Person;  (c) the  issuance or transfer by the  Corporation  or a subsidiary
     (other than by way of a pro rata  distribution to all  shareholders) of any
     securities  of the  Corporation  or a subsidiary  of the  Corporation  to a
     Related  Person;  (d) any  reclassification  of securities  (including  any
     reverse stock split) or recapitalization by the Corporation,  the effect of
     which  would be to increase  the voting  power  (whether  or not  currently
     exercisable)  of the  Related  Person;  (e)  the  adoption  of any  plan or
     proposal for the liquidation or dissolution of the Corporation  proposed by
     or on  behalf  of a  Related  Person;  (f) any  series  or  combination  of
     transactions having, directly or indirectly,  the same effect as any of the
     foregoing; and (g) any agreement,  contract or other arrangement providing,
     directly or indirectly, for any of the foregoing.

     (2)The  term  "Related  Person"  shall  mean and  include  any  individual,
     corporation,  partnership  or other  "person"  or  "group"  of  persons  or
     entities  (as such terms are used on  February  12, 1997 in Rule 13d of the
     Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), and the
     "Affiliates"  and  "Associates"  (as such terms are defined on February 12,
     1997  in  Rule  12b-2  of  the  Exchange  Act)  of  any  such   individual,
     corporation,  partnership  or  other  person  or group  of  persons,  which
     individually or together is the "Beneficial  Owner" (as defined on February
     12, 1997 in Rule 13d-3 and Rule  14d-l(b)(4)  of the  Exchange  Act) in the
     aggregate  of  10%  or  more  of  the  outstanding   Voting  Stock  of  the
     Corporation,   but  the  term  "Related   Person"  shall  not  include  the
     Corporation,  any employee benefit plan(s) sponsored by the Corporation, or
     any person or entity who held such  beneficial  ownership prior to February
     12, 1997.

     (3)Any  person or group  that has the right to  acquire  any  shares of the
     Voting  Stock of the  Corporation  pursuant to any  agreement,  or upon the
     exercise of conversion rights, warrants or options, or otherwise,  shall be
     deemed a Beneficial  Owner for purposes of determining  whether such person
     or group, individually or together with its Affiliates and Associates, is a
     Related Person.

     (4)The  term  "Substantial  Part"  shall mean more than 5% of the  recorded
     value of the total  assets of the entity in  question  as of the end of the
     fiscal year ending prior to the time the determination is being made or, in
     the case of Voting Stock of a subsidiary of the Corporation, 10% or more of
     the outstanding shares of such subsidiary's Voting Stock.

     (5)The term  "Voting  Stock" shall mean all  outstanding  shares of capital
     stock of the  Corporation  entitled to vote  generally  in the  election of
     directors,  and each  reference to a  proportion  of shares of Voting Stock
     shall  refer to  shares  having  such  proportion  to the  number of shares
     entitled to be cast.

     (6)The  provisions  set forth in this  Article  EIGHTH may not be  amended,
     altered, changed,  repealed, or rescinded in any respect unless such action
     is approved by the affirmative  vote of the holders of not less than 80% of
     all shares of stock of the Corporation  entitled to vote in the election of
     directors.

     FIFTH: The foregoing  amendments of the certificate of incorporation of the
Corporation  were duly  authorized by the unanimous  written  consent of all the
members of the Board of  Directors of the  Corporation,  and  subsequently  were
approved  by the  affirmative  vote of a majority  of the  holders of all of the
outstanding shares of the Corporation entitled to vote on said amendments of the
certificate of incorporation at a meeting of shareholders.

     IN  WITNESS  WHEREOF,  we have  signed  this  document  on this 20th day of
February 1997, and do hereby  affirm,  under the penalties of perjury,  that the
statements contained herein have been examined by us and are true and correct.


         /s/ V. Paul Hreljanovic
     V. Paul Hreljanovic
             President



          /s/ Yvonne T. Paultre
     Yvonne T. Paultre
     Secretary