CERTIFICATE OF THIRD AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         STORAGE TECHNOLOGY CORPORATION



      STORAGE TECHNOLOGY CORPORATION, a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"), does hereby certify as follows:

FIRST:      The name of the Corporation is STORAGE TECHNOLOGY CORPORATION

SECOND:  The Certificate of  Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware (the "Secretary of State") on August
11, 1969; a Restated  Certificate of Incorporation  was filed with the Secretary
of State on July 24, 1987 (the  "Restated  Certificate of  Incorporation");  and
Certificates of Amendment of Restated  Certificate of  Incorporation  were filed
with the  Secretary  of State on May 22,  1989  and  June 2,  1992  (the  "Prior
Amendments").

THIRD: The Board of Directors of the  Corporation,  at a meeting duly called and
held on December 10, 1998,  adopted  resolutions (i) proposing an amendment (the
"Amendment")  to the Restated  Certificate  of  Incorporation,  which  Amendment
increases the authorized  capital stock of the  Corporation,  and (ii) declaring
said Amendment to be advisable and directing that said Amendment be presented to
the  stockholders  of the Corporation at the next annual meeting of stockholders
for  consideration  and approval  thereof.  The  resolutions  setting  forth the
proposed Amendment are as follows:

      "RESOLVED,  that the Board of  Directors  deems it  advisable  to amend
      the Restated Certificate of Incorporation of the Corporation;

      FURTHER  RESOLVED,  that  the  Board  of  Directors  hereby  approves  the
      following Amendment to Article V of the Corporation's Restated Certificate
      of  Incorporation  to change the authorized  shares of common stock of the
      Corporation,   and  at  the  next  annual  meeting  of  stockholders   the
      Corporation  shall present such  Amendment to the Restated  Certificate of
      Incorporation to the stockholders for  consideration and approval thereof,
      as follows:

            The first  paragraph  of Article V of the  Restated  Certificate  of
            Incorporation,  as amended by the Prior Amendments, be and is hereby
            amended and restated to read as follows:

                  The total  number of shares of capital  stock that the Company
                  is   authorized  to  issue  is  Three  Hundred  Forty  Million
                  (340,000,000) shares, divided into Three

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                  Hundred  Million  (300,000,000)  shares of Common Stock with a
                  par value of ten cents  ($.10) per share  (hereinafter  called
                  "Common  Stock");  and Forty  Million  (40,000,000)  shares of
                  Preferred  Stock,  with a par  value  of one cent  ($.01)  per
                  share."

FOURTH:  At the Annual Meeting of the  Stockholders  held on May 20, 1999, which
was duly called and held upon notice duly given in  accordance  with Section 222
of the  General  Corporation  Law of the State of  Delaware,  a majority  of the
shares of the  Corporation's  Common Stock outstanding as of the record date for
said  Annual  Meeting  of  Stockholders  was  voted in  favor of the  Amendment,
representing  the  necessary  number of shares as required by statute.  The only
class and series of shares outstanding is Common Stock.

FIFTH:      The Amendment was duly adopted in accordance  with the  provisions
of Section 242 of the General Corporation Law of the State of Delaware.


      IN WITNESS WHEREOF, said STORAGE TECHNOLOGY CORPORATION has caused
this  Certificate  of  Amendment  to be  signed  by David  E.  Weiss,  its
Chief Executive Officer, and Lizbeth J. Stenmark, its Secretary, this 21st day
of May, 1999.





                                          BY:   /s/ David E. Weiss
                                                --------------------------
                                                David E. Weiss,
                                                Chairman,   President and Chief
                                                Executive
                                                Officer





                                          ATTEST: /s/ Lizbeth J. Stenmark
                                                  -------------------------
                                                    Lizbeth J. Stenmark,
                                                    Secretary



[CORPORATE SEAL]


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