EXHIBIT 4.3

                            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 III of the Corporation's Bylaws is hereby amended to read in
its entirety as follows:

                                  "ARTICLE III

                                    DIRECTORS

                  Section 1.  Unless  otherwise  provided  in the  corporation's
         certificate  of  incorporation,  the total  number of  directors of the
         corporation  shall be not less  than  five (5) nor more  than nine (9),
         with the  actual  total  number  of  directors  set  from  time to time
         exclusively  by  resolution  of the  Board of  Directors.  The Board of
         Directors  shall  consist  of  six  members  until  changed  by  such a
         resolution.  There  shall  be  three  classes  of  directors  (each,  a
         "Class"),  known as Class 1, Class 2 and Class 3. The initial  Class 1,
         Class 2 and Class 3 directors shall serve in office as follows: Class 1
         shall retire at the first annual meeting of stockholders  following the
         filing of the  Amendment  to the  corporation's  Amended  and  Restated
         Certificate of  Incorporation  (the  "Effective  Date"),  Class 2 shall
         retire at the second  annual  meeting  of  stockholders  following  the
         Effective Date, and Class 3 shall retire at the third annual meeting of
         stockholders  following the Effective  Date. This annual sequence shall
         be repeated thereafter.  Each director in a Class shall be eligible for
         re-election if nominated,  and such  director's  seat shall be open for
         election of a director,  at the annual meeting of  stockholders  of the
         corporation at which such Class shall retire,  to hold office for three
         years or until his successor is elected or appointed.

         Any  additional  directors  elected  or  appointed  shall be elected or
         appointed  to such Class as will ensure that the number of directors in
         each Class remains as nearly equal as possible, and if all Classes have
         an equal number of directors or if one Class has one director more than
         the  other  two  Classes,  then any  additional  directors  elected  or
         appointed shall be elected or appointed to the Class that does

<PAGE>

         not have more directors than any other Class and is subject to election
         at an ensuing annual meeting before any other such Class.

                  Section 2. Vacancies due to resignation,  death,  increases in
         the number of directors, or any other cause shall be filled only by the
         Board of  Directors  (unless  there  are no  directors,  in which  case
         vacancies will be filled by the  stockholders)  in accordance  with the
         rule that each Class of directors shall be as nearly equal in number of
         directors as possible.  Notwithstanding  such rule, in the event of any
         change  in the  authorized  number  of  directors  each  director  then
         continuing to serve as such will nevertheless continue as a director of
         the Class of which he or she is a member,  until the  expiration of his
         or her current term or his earlier death,  resignation  or removal.  If
         any newly  created  directorship  or vacancy on the Board of Directors,
         consistent  with the rule  that the  three  Classes  shall be as nearly
         equal in number of directors  as  possible,  may be allocated to one or
         two or more Classes,  then the Board of Directors  shall allocate it to
         that of the available  Classes whose term of office is due to expire at
         the  earliest  date  following  such  allocation.  When  the  Board  of
         Directors  fills a vacancy,  the  director  chosen to fill that vacancy
         shall be of the same Class as the director he or she succeeds and shall
         hold office until such director's successor shall have been elected and
         qualified  or until  such  director  shall  resign  or shall  have been
         removed.  No reduction of the authorized number of directors shall have
         the effect of removing any  director  prior to the  expiration  of such
         director's term of office.

                  Section 3. The business of the corporation shall be managed by
         or under the direction of its Board of Directors which may exercise all
         such powers of the  corporation  and do all such lawful acts and things
         as are not by  statute or by the  certificate  of  incorporation  or by
         these  bylaws  directed  or  required  to be  exercised  or done by the
         stockholders."

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<PAGE>

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be signed by Donald K. McCauley, its Secretary, on this 20th day of
July, 1999.


                                          Donald K. McCauley
                                        --------------------------------------
                                        Donald K. McCauley
                                        Secretary

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