CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            COVOL TECHNOLOGIES, INC.


         Covol Technologies,  Inc. (the "Company"),  a corporation organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware, DOES HEREBY CERTIFY:

         1. On May 20, 1997, the Board of Directors of the Company  approved (i)
an amendment to the Company's Certificate of Incorporation to create a new class
of preferred  stock,  $.001 par value,  with an  authorized  number of shares of
10,000,000  (the  "Preferred  stock"),  and (ii) to submit such amendment to the
stockholders for their approval at the next annual meeting.

         2. On June 25, 1997, the Company held its annual  stockholders  meeting
where stockholders  approved of the proposal to amend the Company's  Certificate
of Incorporation to create the Preferred stock (the "Stockholder Approval").

         3.  Effective  as of the date hereof,  and after  giving  effect to the
Board of Director's  Stockholders'  approval,  Article V of the  Certificate  of
Incorporation shall be amended to provide as follows:

                                    ARTICLE V

             A.     The capital stock authorized, the par value thereof, and the
characteristics of such stock shall be as follows:

================================================================================
Number of Shares          Par Value                      Class of
Authorized                Per Share                      Stock
--------------------------------------------------------------------------------
25,000,000                $.001                          Common
--------------------------------------------------------------------------------
10,000,000                $.001                          Preferred
================================================================================


             B.      The Board of Directors of the Company is  authorized,  from
time to time,  to establish  series of unissued  shares of Preferred  stock,  to
designate  each  series,  and to issue  shares of any series then or  previously
designated;  and to fix and determine separately for each series any one or more
of the following relative rights and preferences:

                     (a)     The rate of dividend payable with respect to shares
of each series and the dates, terms and other conditions on which such dividends
shall be payable;

                     (b)     The nature of the dividend  payable with respect to
shares of such series as cumulative, non-cumulative or partially cumulative.

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                     (c)      The price at and the terms and conditions on which
shares may be redeemed (if applicable);

                     (d)      The  amount payable  to holders of  such series in
the event of involuntary liquidation of the Company;

                     (e)      The amount  payable to  holders of such  series in
the event of voluntary liquidation of the Company;

                     (f)      The  sinking fund  provisions  (if  any)  for  the
redemption or purchase of shares;

                     (g)      The  terms and  conditions on  which shares may be
converted,  if  the  shares of  any series  are  issued with  the  privilege  of
conversion;

                     (h)      The voting rights (if any); and

                     (i)      The  repurchase  obligations  of  the Company with
respect to the shares of each series (if any).

                  C. The Board of Directors  may increase or decrease the number
of authorized shares within each series, whether or not any shares of the series
are outstanding; provided, however, that the Board of Directors may not decrease
the  number of shares  within a series  below the number of shares  within  such
series that is then issued.  The approval of existing  Preferred stock or Common
stock stockholders shall not be required.

                  D.  Dividends on the  Preferred  stock when and if declared by
the  Board of  Directors  out of any funds  legally  available  therefor  may be
cumulative or  non-cumulative,  as  determined  by the Board of  Directors.  The
Preferred  stock as a class shall have a  preference  over the Common stock as a
class as to the  payment of such  dividends.  The  relative  preference  between
series of Preferred  stock as to the payment of such  dividends may be fixed and
determined by the Board of Directors.

                  E. In the event of voluntary or involuntary liquidation of the
Company,  the  Preferred  stock  shall  have a  preference  in the assets of the
Company  over  the  Common  stock,  as  fixed  and  determined  by the  Board of
Directors.  The relative  preference  between  series of Preferred  stock may be
fixed and determined by its Board of Directors.

         4. That the foregoing amendment to the Certificate of Incorporation has
been duly  adopted in  accordance  with the  provisions  of  Section  242 of the
General Corporation Law of the State of Delaware.


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