CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                         QUERYOBJECT SYSTEMS CORPORATION

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         It is hereby certified that:

         1.       The name of the corporation is QUERYOBJECT SYSTEMS CORPORATION
                  (the "Corporation").

         2.       The amendment of the certificate of incorporation  effected by
                  this  certificate  of amendment is to reflect a reverse  stock
                  split of the  Corporation's  common stock.  The amendment does
                  not  change the terms and  provisions  of the  Certificate  of
                  Designations  Preferences and Other Rights and  Qualifications
                  of the Corporation's  Series A, B and C Convertible  Preferred
                  Stock.

         3.       To accomplish the foregoing  amendment,  Article FOURTH of the
                  Corporation's  certificate of  incorporation,  relating to the
                  reverse  stock split of the  Corporation's  Common  Stock,  is
                  hereby amended to state the following:

                           "FOURTH:  This corporation is authorized to issue two
                           classes  of  stock  to be  designated,  respectively,
                           "Common  Stock"  and  "Preferred  Stock."  The  total
                           number of shares of Common Stock this  Corporation is
                           authorized to issue is  60,000,000,  par value $0.003
                           per  share,   and  the  total  number  of  shares  of
                           Preferred  Stock this  Corporation  is  authorized to
                           issue is  4,000,000  shares of Preferred  Stock,  par
                           value  $0.001 per share,  with the Board of Directors
                           being hereby  authorized  to fix or alter the rights,
                           preferences, privileges and restriction granted to or
                           imposed upon any series of such Preferred  Stock, and
                           the number of shares constituting any such series and
                           the designation thereof, or of any of them. The Board
                           of  Directors  is  also  authorized  to  increase  or
                           decrease the number of shares of any series, prior or
                           subsequent to the issue 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  which they had prior to the
                           adoption  of the  resolution  originally  fixing  the
                           number of shares of such series.

                           Simultaneously  with the effective date of the filing
                           of this amendment to the Corporation's Certificate of
                           Incorporation (the "Effective  Date"),  each share of
                           common  stock,  par  value  $.001 per  share,  of the
                           Corporation   issued  and   outstanding  or  held  as
                           treasury  shares  immediately  prior to the Effective
                           Date (the "Old Common Stock") shall  automatically be
                           reclassified and continued




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                           (the "Reverse  Stock  Split"),  without any action on
                           the part of the holder  thereof,  as one-third of one
                           share of  Common  Stock.  The  Corporation  shall not
                           issue  fractional  shares on account  of the  Reverse
                           Split.   Holders  of  Old  Common   Stock  who  would
                           otherwise  be  entitled  to a fraction  of a share on
                           account of the  Reverse  Split  shall  receive,  upon
                           surrender   of  the   stock   certificates   formerly
                           representing  shares of the Old Common Stock, in lieu
                           of such  fractional  share,  an  amount  in cash (the
                           "Cash-in-Lieu  Amount")  equal to the  product of (i)
                           the fractional  share which a holder would  otherwise
                           be entitled to,  multiplied  by (ii) three times such
                           price  as  the   Corporation's   Board  of  Directors
                           determines,  in its discretion, to be the fair market
                           value  per  share  of the  Old  Common  Stock  on the
                           business day prior to the Effective Date. No Interest
                           shall be payable on the Cash-in-Lieu Amount."

         4.       The  amendment  of the  certificate  of  incorporation  herein
                  certified  has  been  duly  adopted  in  accordance  with  the
                  provisions  of Section 242 of the General  Corporation  Law of
                  the State of Deleware.

         Signed and attested to on January 27, 2000.




                                  By: ___________________________________
                                      Name:   Daniel Pess
                                      Title:  Executive Vice President and Chief
                                              Operating Officer



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