EXHIBIT 4.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                                   THE BYLAWS
                                       OF
                                   ACCOM, INC.


         Accom,  Inc., a  corporation  duly  organized  and  existing  under the
General  Corporation  Law of the State of  Delaware  (the  "Corporation"),  does
hereby certify that:

         1. The amendment to the  Corporation's  Bylaws set forth below was duly
adopted by the Board of Directors  of the  Corporation  and  consented to by the
stockholders  of the  Corporation in accordance  with Section 109 of the General
Corporation Law of the State of Delaware.

         2. Article II of the Corporation's  Bylaws is hereby amended to read in
its entirety as follows:

                                   "ARTICLE II

                            MEETINGS OF STOCKHOLDERS

                  Section 1. All meetings of the  stockholders  for the election
         of directors shall be held at such place, at such time and on such date
         as may be  designated  from  time to time by the  Board  of  Directors.
         Meetings  of  stockholders  for any other  purpose  may be held at such
         place time and place, within or without the State of Delaware, as shall
         be stated in the notice of the meeting or in a duly executed  waiver of
         notice thereof.

                  Section 2. Written  notice of the annual  meeting  stating the
         place,  date and hour of the meeting shall be given to each stockholder
         entitled  to vote at such  meeting not less than ten (10) nor more than
         sixty (60) days before the date of the meeting.

                  Section 3.  Written  notice of a special  meeting  stating the
         place,  date and hour of the meeting  and the  purpose or purposes  for
         which the meeting is called, shall be given not fewer than ten (10) nor
         more than  sixty  (60) days  before  the date of the  meeting,  to each
         stockholder entitled to vote at such meeting.

                  Section 4. A special meeting of the stockholders may be called
         at any time by the Board of Directors, or by the chairman of the board,
         or by the president. No other person or persons are permitted to call a
         special meeting."

                  Section 5. The officer  who has charge of the stock  ledger of
         the corporation  shall prepare and make, at least ten days before every
         meeting of stockholders,  a complete list of the stockholders  entitled
         to vote at the meeting,

<PAGE>

         arranged  in  alphabetical  order,  and  showing  the  address  of each
         stockholder  and the  number of shares  registered  in the name of each
         stockholder.  Such  list  shall  be  open  to  the  examination  of any
         stockholder,  for any purpose  germane to the meeting,  during ordinary
         business hours, for a period of at least ten days prior to the meeting,
         either at a place  within  the city  where the  meeting  is to be held,
         which place shall be specified in the notice of the meeting, or, if not
         so  specified,  at the place where the meeting is to be held.  The list
         shall also be  produced  and kept at the time and place of the  meeting
         during the whole time thereof,  and may be inspected by any stockholder
         who is present.

                  Section 6. Nominations of persons for election to the Board of
         Directors  of the  corporation  and  the  proposal  of  business  to be
         considered  by the  stockholders  may be made at an annual  meeting  of
         stockholders (i) pursuant to the corporation's notice of meeting,  (ii)
         by or at the  direction  of the  Board  of  Directors  or  (iii) by any
         stockholder of the  corporation  who was a stockholder of record at the
         time of giving of notice provided for in this bylaw, who is entitled to
         vote at the meeting and who  complied  with the notice  procedures  set
         forth in Article II, Section 6 below.

                  Section 7. For  nominations  or other  business to be property
         brought  before an annual  meeting by a stockholder  pursuant to clause
         (iii) of Article II, Section 5 above,  the stockholder  must have given
         timely notice  thereof in writing to the  secretary of the  corporation
         and such other business must be a proper matter for stockholder action.
         To be  timely,  a  stockholder's  notice  shall  be  delivered  to  the
         secretary at the principal  executive  offices of the  corporation  not
         later than the close of business  on the 90th day nor earlier  than the
         close of  business on the 120th day prior to the first  anniversary  of
         the preceding  year's annual meeting;  provided,  however,  that in the
         event that the date of the annual  meeting is more than 30 days  before
         or  more  than 60 days  after  such  anniversary  date,  notice  by the
         stockholder  to be timely must be so  delivered  not  earlier  than the
         close of business on the 120th day prior to such annual meeting and not
         later than the close of  business on the later of the 90th day prior to
         such annual  meeting or the 10th day  following the day on which public
         announcement  of the date of such  meeting is first  made.  In no event
         shall the public  announcement  of an  adjournment of an annual meeting
         commence a new time period for the giving of a stockholder's  notice as
         described above.  Such  stockholder's  notice shall set forth (i) as to
         each person whom the  stockholder  proposes to nominate for election or
         reelection as a director all  information  relating to such person that
         is required to be disclosed in solicitations of proxies for election of
         directors in an election  contest,  or is otherwise  required,  in each
         case pursuant to Regulation  14A under the  Securities  Exchange Act of
         1934, as amended,  and Rule 14a-11 thereunder  (including such person's
         written  consent to being named in the proxy statement as a nominee and
         to serving as a director  if  elected);  (ii) as to any other  business
         that the  stockholder  proposes to bring  before the  meeting,  a brief
         description  of the business  desired to be brought before the meeting,
         the  reasons  for  conducting  such  business  at the  meeting  and any
         material  interest  in  such  business  of  such  stockholder  and  the
         beneficial  owner,  if any, on whose behalf the  proposal is made;  and
         (iii) as to the

                                       2
<PAGE>

         stockholder  giving the notice and the  beneficial  owner,  if any,  on
         whose  behalf the  nomination  or  proposal  is made,  (x) the name and
         address of such stockholder and of such beneficial  owner, as they each
         appear on the  corporation's  books,  and (y) the  class and  number of
         shares of the corporation which are owned beneficially and of record by
         such stockholder and such beneficial owner.

                  Section 8. The holders of a majority  of the stock  issued and
         outstanding  and  entitled  to  vote  thereat,  present  in  person  or
         represented by proxy,  shall constitute a quorum at all meetings of the
         stockholders  for the  transaction  of  business  except  as  otherwise
         provided  by  statute  or by  the  certificate  of  incorporation.  If,
         however, such quorum shall not be present or represented at any meeting
         of the stockholders, the stockholders entitled to vote thereat, present
         in person or  represented  by proxy,  shall have  power to adjourn  the
         meeting from time to time,  without notice other than  announcement  at
         the meeting,  until a quorum shall be present or  represented.  At such
         adjourned meeting at which a quorum shall be present or represented any
         business  may be  transacted  that  might have been  transacted  at the
         meeting as originally  notified.  If the  adjournment  is for more than
         thirty  (30) days,  or if after the  adjournment  a new record  date is
         fixed for the  adjourned  meeting,  a notice of the  adjourned  meeting
         shall be given to each  stockholder  of record  entitled to vote at the
         meeting.

                  Section 9. When a quorum is present at any  meeting,  the vote
         of the holders of a majority of the stock having  voting power  present
         in person or  represented  by proxy shall decide any  question  brought
         before such  meeting,  unless the question is one upon which by express
         provision of the statutes or of the  certificate  of  incorporation,  a
         different vote is required,  in which case such express provision shall
         govern and control the decision of such question.

                  Section 10. Unless  otherwise  provided in the  certificate of
         incorporation   each   stockholder   shall  at  every  meeting  of  the
         stockholders  be  entitled  to one vote in  person or by proxy for each
         share  of  the  capital   stock  having   voting  power  held  by  such
         stockholder,  but no proxy shall be voted on after three (3) years from
         its date, unless the proxy provides for a longer period.

                  Section 11. The  stockholders  of the Corporation may not take
         action by  written  consent  without  a meeting  but must take any such
         actions at a duly called annual or special meeting.

         3. Article VIII, Section 1 of the Company's Bylaws hereby is amended in
its entirety to read as follows:

                                  "ARTICLE VIII

                  Section 1. In furtherance  and not in limitation of the powers
         conferred by statute, the Board of Directors is expressly authorized to
         make,  adopt,  alter,  amend or repeal the  Bylaws of the  corporation,
         subject to the right of the stockholders  entitled to vote with respect
         thereto to amend or repeal  Bylaws  made

                                       3
<PAGE>

         by the  Board  of  Directors  as  provided  for in the  certificate  of
         incorporation  or in these Bylaws.  The affirmative  vote of 66-2/3% of
         the total  number of votes of the then  outstanding  shares of  capital
         stock of this corporation entitled to vote generally in the election of
         directors, voting together as a single class, shall be required for the
         adoption,  amendment  or  repeal  of  the  following  Sections  of  the
         corporation's  Bylaws:  Article II, Section 4 and Article II, Section 6
         by the stockholders of this corporation."

                                       4
<PAGE>

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be signed by Lionel M. Allan, its Secretary,  as of the 26th day of
May, 1999.


                                         /s/ Lionel M. Allan
                                       --------------------------------
                                       Lionel M. Allan
                                       Secretary

                                       5