EXHIBIT 4.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       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  Certificate of Incorporation 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
242 of the General Corporation Law of the State of Delaware.

         2. Article IV of the  Corporation's  Certificate  of  Incorporation  is
amended to read in its entirety as follows:

                                   "ARTICLE IV

                  This  Corporation  is authorized to issue two classes of stock
         to be designated  common stock  ("Common  Stock") and  preferred  stock
         ("Preferred  Stock").  The total number of shares which the Corporation
         is authorized to issue is Forty Two Million  (42,000,000)  shares.  The
         number  of  shares of  Common  Stock  authorized  to be issued is Forty
         Million  (40,000,000),  par value  $0.001 per share,  and the number of
         shares of  Preferred  Stock  authorized  to be  issued  is Two  Million
         (2,000,000), par value $0.001 per share.

                  The Preferred  Stock may be issued from time to time in one or
         more  series,  without  further  stockholder  approval.  The  Board  of
         Directors is hereby authorized,  the resolution or resolutions  adopted
         by the Board of  Directors  providing  for the  issuance  of any wholly
         unissued  series  of  Preferred  Stock,   within  the  limitations  and
         restrictions  stated  in  this  Amended  and  Restated  Certificate  of
         Incorporation  to fix or alter  the  dividend  rights,  dividend  rate,
         conversion  rights,  voting  rights,  rights  and  terms of  redemption
         (including  sinking fund  provisions),  the redemption price or prices,
         and the  liquidation  preferences  of any  wholly  unissued  series  of
         Preferred Stock, and the number of shares  constituting any such series
         and  the  designation  thereof,  or any of  them,  and to  increase  or
         decrease the number of shares of any series  subsequent to the issue of
         shares  of that  series,  but not  below  the  number of shares of such
         series  then  outstanding.  In case the  number of shares of any series
         shall be so decreased,  the shares  constituting  such  decrease  shall
         resume the status that they had prior to the adoption of the resolution
         originally fixing the number of shares of such series."

<PAGE>

         3. Article VI of the  Corporation's  Certificate  of  Incorporation  is
amended to read in its entirety as follows:

                                   "ARTICLE VI

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

                  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

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<PAGE>

         authorized  number of  directors  shall have the effect of removing any
         director prior to the expiration of such director's term of office."

         4. Article XII of the  Corporation's  Certificate of  Incorporation  is
amended to read in its entirety as follows:

                                  "ARTICLE XII

         The Corporation  reserves the right to amend,  alter,  change or repeal
         any  provision  contained in this Amended and Restated  Certificate  of
         Incorporation,  in the manner now or hereafter  prescribed  by statute,
         and all rights conferred on stockholders  herein are granted subject to
         this reservation;  provided,  however, that any amendment of Article VI
         or of this Article XII will require an affirmative  vote of the holders
         of  sixty-six  and  two-thirds  percent  (66 2/3%) or more of the total
         voting  power  of  all  outstanding  shares  of  voting  stock  of  the
         Corporation."

         4. Article XIII of the  Corporation's  Certificate of  Incorporation is
amended to read in its entirety as follows:

                                  "ARTICLE XIII

         This  corporation  elects to be governed by Section 203 of the Delaware
General Corporation Law."

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<PAGE>

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be signed by Junaid Sheikh,  its Chief Executive  Officer,  on this
20th day of July, 1999.


                                         /s/ Junaid Sheikh
                                       --------------------------------------
                                       Junaid Sheikh
                                       Chief Executive Officer

ATTEST:



  /s/ Donald K. McCauley
--------------------------------------
Donald K. McCauley
Secretary

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