RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               IOMEGA CORPORATION

                 PURSUANT TO SECTIONS 242 AND 245 OF THE GENERAL
                    CORPORATION LAW OF THE STATE OF DELAWARE

         IOMEGA   CORPORATION   (hereinafter   called  the   "Corporation"),   a
corporation  originally  organized  and  incorporated  under the name  "Databyte
Corporation"  by the filing of a Certificate of  Incorporation  in the office of
the  Secretary of State of the State of Delaware on April 2, 1980,  and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
does  hereby  certify  that (a) at a meeting  of the Board of  Directors  of the
Corporation,  the Board of  Directors  duly  adopted a  resolution  pursuant  to
Sections  242 and 245 of the  General  Corporation  Law of the State of Delaware
proposing an amendment to and restatement of the Certificate of Incorporation of
the  Corporation  and declaring said amendment and  restatement to be advisable;
(b) the  stockholders of the Corporation  duly approved said proposed  amendment
and  restatement by written  consent in accordance  with Sections 228 and 242 of
the General Corporation Law of the State of Delaware, and written notice of such
consent has been given to all  stockholders who have not consented in writing to
said amendment and restatement;  and (c) the capital of the Corporation will not
be reduced under or by reason of this amendment and restatement.

<PAGE>

         The  resolution  setting  forth the  amendment  and  restatement  is as
follows:

RESOLVED:  That the Restated  Certificate of  Incorporation  of the  Corporation
shall read as follows:

FIRST: The name of the Corporation is IOMEGA CORPORATION.

SECOND:  The  registered  office of the  Corporation is to be located at No. 100
West Tenth Street,  in the City of Wilmington,  in the County of New Castle,  in
the State of Delaware.  The name of its registered  agent at such address is The
Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation  may be organized  under the General  Corporation Law of

Delaware.

         Without  limiting  in  any  manner  the  scope  and  generality  of the
foregoing,  it is hereby provided that the Corporation  shall have the following
purposes, objects and powers:

         To purchase, manufacture, produce, assemble, receive, lease or in

any manner acquire, hold, own, use, operate, install, maintain, service, repair,
process,  alter,  improve,  import,  export, sell, lease,  assign,  transfer and
generally  to  trade  and  deal in and  with  computers  and  computer  systems,
equipment, devices, apparatus,  components, parts and supplies of every type and
description, natural or manufactured articles or products, machinery, equipment,
devices,  systems,  parts, supplies,  apparatus,  goods, wares,  merchandise and
personal property of every kind, nature or description,  tangible or intangible,
used or  capable  of being used for any  purpose  whatsoever;  and to engage and
participate in any mercantile,  manufacturing or trading business of any kind or
character.

         To improve, manage, develop, sell, assign,  transfer,  lease, mortgage,
pledge or  otherwise  dispose of or turn to account or deal with all or any part
of the property of the  corporation and from time to time to vary any investment
or employment of capital of the corporation.

To borrow money, and to make and issue notes, bonds, debentures, obligations and
evidences of indebtedness of all

<PAGE>

kinds,  whether  secured by mortgage,  pledge or otherwise,  without limit as to
amount, and to secure the same by mortgage,  pledge or otherwise;  and generally
to make and perform  agreements  and  contracts  of every kind and  description,
including contracts of guaranty and suretyship.

         To lend  money for its  corporate  purposes,  invest and  reinvest  its
funds,  and take, hold and deal with real and personal  property as security for
the payment of funds so loaned or invested.

         To the same extent as natural persons might or could do, to purchase or
otherwise  acquire,  and to hold, own,  maintain,  work,  develop,  sell, lease,
exchange,  hire, convey,  mortgage or otherwise dispose of and deal in lands and
leaseholds,  and any  interest,  estate  and  rights in real  property,  and any
personal or mixed property, and any franchises,  rights,  licenses or privileges
necessary, convenient or appropriate for any of the purposes herein expressed.

         To apply for, obtain, register, purchase, lease or otherwise to acquire
and to hold, own, use, develop, operate and introduce and to sell, assign, grant
licenses or territorial rights in respect to, or otherwise to turn to account or
dispose of, any copyrights,  trade marks, trade names,  brands,  labels,  patent
rights,  letters  patent  of the  United  States  or of  any  other  country  or
government,  inventions,  improvements and processes, whether used in connection
with or secured under letters patent or otherwise.

         To participate  with others in any  corporation,  partnership,  limited
partnership,  joint  venture,  or  other  association  of  any  kind,  or in any
transaction,  undertaking or  arrangement  which the  participating  corporation
would  have  power to  conduct  by  itself,  whether  or not such  participation
involves  sharing  or  delegation  of control  with or to  others;  and to be an
incorporator, promoter or manager of other corporations of any type or kind.

         To pay pensions and  establish and carry out pension,  profit  sharing,
stock  option,  stock  purchase,  restricted  stock,  stock  bonus,  retirement,
benefit, incentive and commission plans, trusts and provisions for any or all of
its  directors,  officers and  employees,  and for any or all of the  directors,
officers and  employees of its  subsidiaries;  and to provide  insurance for its
benefit on the life of any of its  directors,  officers or employees,  or on the
life of any  stockholder for the purpose of acquiring at his death shares of its
stock owned by such stockholders.

<PAGE>

         To acquire by  purchase,  subscription  or  otherwise,  and to hold for
investment or otherwise and to use, sell, assign, transfer,  mortgage, pledge or
otherwise  deal with or  dispose of stocks,  bonds or any other  obligations  or
securities of any corporation or corporations;  to merge or consolidate with any
corporation  in such manner as may be permitted by law; to aid in any manner any
corporation  whose stocks,  bonds or other obligations are held or in any manner
guaranteed  by this  corporation,  or in which  this  corporation  is in any way
interested; and to do any other acts or things for the preservation, protection,
improvement  or  enhancement  of the  value  of any such  stock,  bonds of other
obligations;  and while owner of any such stock,  bonds or other  obligations to
exercise all the rights,  powers and  privileges  of ownership  thereof,  and to
exercise any and all voting  powers  thereon;  and to  guarantee  the payment of
dividends  upon any stock,  the  principal or interest or both,  of any bonds or
other obligations, and the performance of any contracts.

         To do all  and  everything  necessary,  suitable  and  proper  for  the
accomplishment of any of the purposes or the attainment of any of the objects or
the furtherance of any of the powers  hereinbefore set forth, either alone or in
association with other corporations, firms or individuals, and to do every other
act or acts,  thing or things  incidental or appurtenant to or growing out of or
connected  with the aforesaid  business or powers or any part or parts  thereof,
provided the same be not inconsistent with the laws under which this corporation
is organized.

         The business or purpose of the  Corporation  is from time to time to do
any one or more of the acts and things  hereinabove set forth, and it shall have
power to conduct and carry on its said  business,  or any part  thereof,  and to
have one or more offices, and to exercise any or all of its corporate powers and
rights, in the State of Delaware, and in the various other states,  territories,
colonies and dependencies of the United States, in the District of Columbia, and
in all or any foreign countries.

         The  enumeration  herein of the objects and purposes of the Corporation
shall be  construed  as powers as well as objects and  purposes and shall not be
deemed to  exclude by  inference  any  powers,  objects  or  purposes  which the
corporation is empowered to exercise,  whether expressly by force of the laws of
the State of Delaware now or hereafter in effect, or impliedly by the reasonable
construction of the said laws.

<PAGE>

FOURTH:  The total  number of shares of stock which the  Corporation  shall have
authority to issue is 30,000,000  shares of Common Stock, $.03 1/3 par value per
share.

FIFTH: The following  provisions are inserted for the management of the business
and  for  the  conduct  of the  affairs  of the  Corporation,  and  for  further
definition,  limitation and regulation of the powers of the  Corporation  and of
its directors and stockholders:

(1) The number of  directors  of the  Corporation  shall be such as from time to
time shall be fixed by, or in the manner  provided in the  by-laws.  Election of
directors need not be by ballot unless the by-laws so provide.

(2) The Board of  Directors  shall have power  without the assent or vote of the
stockholders to make, alter, amend,  change, add to or repeal the by-laws of the
Corporation;  to fix and vary the amount to be reserved for any proper  purpose;
to authorize  and cause to be executed  mortgages and liens upon all or any part
of the property of the Corporation;  to determine the use and disposition of any
surplus or net profits;  and to fix the times for the declaration and payment of
dividends.

(3) In  addition  to the  powers  and  authorities  hereinbefore  or by  statute
expressly  conferred upon them,  the directors are hereby  empowered to exercise
all such powers and do all such acts and things as may be  exercised  or done by
the  Corporation;  subject,  nevertheless,  to the provisions of the statutes of
Delaware, of this certificate,  and to any by-laws from time to time made by the
stockholders;  provided,  however,  that no by-laws so made shall invalidate any
prior act of the  directors  which  would have been valid if such by-law had not
been made.

SIXTH: The Corporation shall, to the full extent permitted by Section 145 of the
Delaware General  Corporation  Law, as amended from time to time,  indemnify all
directors  and  officers  of the  Corporation  whom  it may  indemnify  pursuant
thereto.

SEVENTH:   Whenever  a  compromise  or  arrangement  is  proposed  between  this
corporation  and  its  creditors  or any  class  of  them  and/or  between  this
corporation  and its  stockholders  or any class of them, any court of equitable
jurisdiction  within the State of Delaware may, on the  application in a summary
way of this  corporation  or of any  creditor or  stockholder  thereof or on the
application of any receiver or receivers  appointed for this  corporation  under
the  provisions  of  Section  291 of  Title  8 of the  Delaware  Code  or on the
application of trustees in dissolution or

<PAGE>

of any receiver or receivers appointed for this corporation under the provisions
of Section 279 of Title 8 of the Delaware Code, order a meeting of the creditors
or class of creditors,  and/or of the  stockholders  or class of stockholders of
this corporation,  as the case may be, to be summoned in such manner as the said
court directs.  If a majority in number  representing  three-fourths in value of
the  creditors or class of  creditors,  and/or of the  stockholders  or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as consequence of such
compromise  or  arrangement,  the said  compromise or  arrangement  and the said
reorganization  shall, if sanctioned by the court to which the said  application
has been made, be binding on all the creditors or class of creditors,  and/or on
all the stockholders or class of stockholders,  of this corporation, as the case
may be, and also on this corporation.

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any
provision  contained in this  Certificate of  Incorporation in the manner now or
hereafter

                  anner now or hereafter  prescribed  by law, and all rights and
powers conferred herein on stockholders,  directors, and officers are subject to
this  reserved  power.  IN  WITNESS  WHEREOF,  the  Corporation  has  caused its
corporate  seal to be hereto  affixed  and this  Certificate  of  Amendment  and
Restatement to be signed by its President and attested by its Secretary this

14th                       day of July, 1983.  prescribed by law, and all rights
                           and   powers   conferred   herein  on   stockholders,
                           directors,  and officers are subject to this reserved
                           power.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereto affixed and this Certificate of Amendment and Restatement to be signed by
its President and attested by its Secretary this 14th day of July, 1983.

                                                     IOMEGA CORPORATION

                                                     By:  /s/ Gabriel P. Fusco

                                                     ---------------------------
                                                     President

ATTEST:  /s/ Paul P. Brountas

                  ------------------------------
                  Secretary

(CORPORATE SEAL)

<PAGE>

                           CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF

                               IOMEGA CORPORATION

         IOMEGA  CORPORATION  (the  "Corporation"),   a  corporation  originally
organized and incorporated  under the name "Databyte  Corporation" by the filing
of a Certificate of Incorporation in the office of the Secretary of State of the
State of  Delaware  on April 2, 1980,  and  existing  under and by virtue of the
General  Corporation  Law of the  State of  Delaware,  does  hereby  certify  as
follows:

         1. The Restated  Certificate  of  Incorporation  of the  Corporation is
hereby amended by deleting,  in its entirety,  Article FOURTH,  and inserting in
lieu thereof a new Article FOURTH, which shall read in its entirety as follows:

                  "FOURTH.  The total  number of shares of capital  stock of all
                  classes which the Corporation shall have authority to issue is
                  35,000,000,  consisting of 30,000,000  shares of Common Stock,
                  $.03  1/3  par  value  per  share,  and  5,000,000  shares  of
                  Preferred Stock, $.01 par value per share.

                  The  following  is a statement  of the  designations,  powers,
                  preferences  and  rights,  and  the  relative,  participating,
                  optional  or other  special  rights,  and the  qualifications,
                  limitations  and  restrictions  granted to or imposed upon the
                  respective   classes  of  shares  of  capital   stock  of  the
                  Corporation or the holders thereof:

                  A.       COMMON STOCK

                  The voting and dividend rights, and the rights in the event of
                  the liquidation of the  Corporation,  of the holders of Common
                  Stock  are  subject  to and  qualified  by such  rights of the
                  holders of any series of  Preferred  Stock as set forth herein
                  or as the Board of Directors may  designate  upon the issuance
                  of shares of any series of Preferred Stock.

<PAGE>

                  The holders of Common  Stock are entitled to one vote for each
                  share held at all meetings of stockholders.  There shall be no
                  cumulative voting.

                  Dividends  may be declared and paid on Common Stock from funds
                  lawfully  available  therefor  as and when  determined  by the
                  Board of Directors  and subject to any  preferential  dividend
                  rights of any then outstanding shares of Preferred Stock.

                  Upon  the  dissolution  or  liquidation  of  the  Corporation,
                  whether voluntary or involuntary, holders of Common Stock will
                  be  entitled  to  receive  pro  rata  all  net  assets  of the
                  Corporation   available  for  distribution  after  payment  of
                  creditors and payment of any preferential  liquidation  rights
                  of any then outstanding shares of Preferred Stock.

                  B.  PREFERRED STOCK

                  Preferred Stock may be issued from time to time in one or more
                  series,  each of such  series to have such  terms as stated or
                  expressed   herein  and  in  the   resolution  or  resolutions
                  providing for the issuance of shares of such series adopted by
                  the  Board of  Directors  of the  Corporation  as  hereinafter
                  provided. Any shares of Preferred Stock which may be redeemed,
                  purchased  or  acquired  by the  Corporation  may be  reissued
                  except  as  otherwise  provided  by law.  Different  series of
                  Preferred Stock shall not be construed to constitute different
                  classes of shares for the purposes of voting by classes unless
                  expressly provided.

                  Authority  is  hereby  expressly   granted  to  the  Board  of
                  Directors to issue from time to time shares of Preferred Stock
                  in one or more series,  and in connection with the creation of
                  any such series,  by resolution or  resolutions  providing for
                  the issuance of the shares thereof,  to determine and fix such
                  voting powers,  full or limited, or no voting powers, and such
                  designation, preferences and relative, participating, optional
                  or other special rights,  and  qualifications,  limitations or
                  restrictions  thereof,  including without limitation  dividend
                  rights,   conversion   rights,   redemption   privileges   and
                  liquidation  preferences,  as shall be stated and expressed in
                  such  resolutions,  all to the full  extent  now or  hereafter
                  permitted by the General Corporation Law of Delaware.  Without
                  limiting the  generality  of the  foregoing,  the  resolutions
                  providing  for  the  issuance  of  shares  of  any  series  of
                  Preferred

<PAGE>

                  Stock may provide  that such series  shall be superior or rank
                  equally  or be  junior  to  shares  of  any  other  series  of
                  Preferred  Stock  to  the  extent  permitted  by  law.  Unless
                  otherwise expressly provided, no vote of the holders of shares
                  of Preferred  Stock or Common Stock shall be a prerequisite to
                  the  issuance of any shares of any series of  Preferred  Stock
                  authorized  by  and  complying  with  the  conditions  of  the
                  Restated Certificate of Incorporation."

         2. The Restated  Certificate  of  Incorporation  of the  Corporation is
hereby amended by adding a new Article  NINTH,  which shall read in its entirety
as follows:

                  "NINTH:  Except to the extent that the General Corporation Law
                  of  the  State  of  Delaware   prohibits  the  elimination  of
                  liability of directors  for  breaches of  fiduciary  duty,  no
                  director of the Corporation  shall be liable for any breach of
                  fiduciary  duty.  No amendment to or repeal of this  provision
                  shall apply to or have any effect on the  liability or alleged
                  liability  of any  director  of the  Corporation  for or  with
                  respect to any acts or  omissions of such  director  occurring
                  prior to such amendment."

         3.  Pursuant  to  the  requirements  of  Section  242  of  the  General
Corporation  Law of the State of  Delaware,  (i) the Board of  Directors  of the
Corporation adopted  resolutions  setting forth the foregoing  amendments to the
Restated  Certificate  of  Incorporation  of the  Corporation,  declaring  their
advisability,  and directing that they be presented to the  stockholders  of the
Corporation for consideration, and (ii) the stockholders of the Corporation duly
approved the foregoing amendments.

<PAGE>

ed by its Senior Vice President -

Finance and Planning and attested by its Assistant Secretary,  and its corporate

seal to be  affixed,  this  20th  day of May,  1987.  IN  WITNESS  WHEREOF,  the
Corporation has caused this  Certificate of Amendment to be signed by its Senior
Vice  President - Finance and Planning and attested by its Assistant  Secretary,
and its corporate seal to be affixed, this 20th day of May, 1987.

                                                     IOMEGA CORPORATION

                                                     By: /s/ E. Kevin Dahill

                                                     ---------------------------
                                                     E. Kevin Dahill
                                                     Senior Vice President -
                                                     Finance and Planning

Attest: /s/ Gwenn Newbold

         -------------------------------
         Gwenn Newbold
         Assistant Secretary

         (Corporate Seal)

<PAGE>

                               IOMEGA CORPORATION

                   CERTIFICATE OF DESIGNATION OF SERIES A AND
                      SERIES B CONVERTIBLE PREFERRED STOCK

                   ------------------------------------------


Iomega  Corporation,  a Delaware  corporation (the  "Corporation"),  pursuant to
authority conferred on the Board of Directors of the Corporation by the Restated
Certificate of Incorporation,  as amended,  of the Corporation and in accordance
with the provisions of Section 151 of the General  Corporation  Law of the State
of Delaware,  certifies  that the Board of Directors  of the  Corporation,  at a
meeting  thereof  duly called and held on October  13,  1987,  duly  adopted the
following resolutions providing for the establishment of two series of Preferred
Stock of the Corporation,  one to be designated "Series A Convertible  Preferred
Stock" and  consisting of 1,200,000  shares and one to be  designated  "Series B
Convertible Preferred Stock" and consisting of 250,000 shares, as follows:

                  "RESOLVED:  That,  pursuant to the authority expressly granted
                  and  vested  in the  Board  of  Directors  of the  Company  in
                  accordance with the provisions of its Restated  Certificate of
                  Incorporation,  there are hereby  established  (i) a series of
                  Preferred Stock of the Company, consisting of 1,200,000 shares
                  designated  "Series A Convertible  Preferred Stock" ("Series A
                  Preferred  Stock") and (ii) a series of Preferred Stock of the
                  Company,  consisting of 250,000  shares  designated  "Series B
                  Convertible Preferred Stock" ("Series B Preferred Stock"); and
                  subject to the limitations provided by law and by the Restated
                  Certificate  of  Incorporation,   the  powers,   designations,
                  preferences  and  relative,  participating,  optional or other
                  special  rights of,  and the  qualifications,  limitations  or
                  restrictions  upon, the Series A Preferred  Stock and Series B
                  Preferred Stock shall be as follows:

A.       SERIES A CONVERTIBLE PREFERRED STOCK.

One  million two  hundred  thousand  (1,200,000)  shares of the  authorized  and
unissued  Preferred  Stock of the Corporation  are hereby  designated  "Series A
Convertible Preferred Stock" (the "Series A Preferred Stock") with the following
rights,  preferences,  powers,  privileges and restrictions,  qualifications and
limitations.

         1.       DIVIDENDS.

                  (a) The  holders of record of shares of the Series A Preferred
Stock  shall be  entitled  to  receive,  when and as  declared  by the  Board of
Directors  of the  Corporation,  out of any funds  legally  available  therefor,
dividends at the rate of five percent (5%)

<PAGE>

per annum of the Series A Preference  (as defined in  Subsection  2(a) below) of
such shares for the 1989  calendar  year and at the rate of six percent (6%) per
annum of the Series A Preference thereafter. Accrued dividends for each calendar
year  shall  be paid  annually  on the  March  31 (a  "dividend  payment  date")
following the end of such calendar year  (commencing  March 31, 1990) to holders
of record of shares of Series A  Preferred  Stock on such  record date (not more
than 60 days prior to March 31) as is  established by the Board of Directors for
such dividend.

Dividends  at the  applicable  rates set forth above shall  accrue  daily and be
cumulative  from  January 1, 1989.  For  purposes of the payment of dividends in
cash,  the amount of any  dividends  accrued on any shares of Series A Preferred
Stock at any  dividend  payment  date  shall be deemed  to be the  amount of any
unpaid  dividends  accumulated  thereon  to and  including  the  last day of the
preceding calendar year, whether or not earned or declared.

Notwithstanding  anything to the  contrary  herein,  accrued  dividends  for any
calendar  year  shall  not be  required  to be  paid  unless  the  Corporation's
after-tax net income (before any extraordinary benefits) for such year, as shown
on the  Company's  audited  consolidated  financial  statements,  is equal to or
greater  than the sum of the  aggregate  amount of such accrued  dividends.  Any
accrued  dividends that are not paid shall be paid on the dividend  payment date
following  the  end  of  the  first  succeeding   calendar  year  in  which  the
Corporation's   after-tax  net  income,   before  any   extraordinary   benefits
(determined  as set forth  above),  is sufficient to pay all of such accrued but
unpaid  dividends and the regular  dividend on the Series A Preferred  Stock for
such year.

                  (b) So  long  as  shares  of  Series  A  Preferred  Stock  are
outstanding,  no cash dividends shall be paid or declared on the Common Stock of
the  Corporation or any security  ranking junior to the Series A Preferred Stock
as to the payment of  dividends,  unless all dividends on the Series A Preferred
Stock for all past  dividend  payment  dates  shall  have been paid and the full
dividend  payment for the dividend payment date next succeeding the payment date
of such  cash  dividend  shall  have  been  paid or  declared  and set apart for
payment.

         2.       LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution or winding up of the Corporation,  the holders of shares of Series A
Preferred Stock then outstanding  shall be entitled to be paid out of the assets
of the Corporation  available for  distribution to its  stockholders,  after and
subject to the payment in full of all amounts  required to be distributed to the
holders of any other class or series of stock of the Corporation

<PAGE>

ranking on liquidation  prior and in preference to the Series A Preferred  Stock
(collectively  referred to as "Senior Preferred Stock"),  but before any payment
shall be made to the  holders  of Common  Stock or any other  class or series of
stock ranking on liquidation junior to the Series A Preferred Stock (such Common
Stock and other  stock  being  collectively  referred  to as "Junior  Stock") by
reason  of their  ownership  thereof,  an amount  equal to $5.00 per share  (the
"Series A Preference"). The Series A Preferred Stock shall rank on a parity with
the Series B Preferred Stock upon any liquidation,  dissolution or winding up of
the Corporation. If upon any such liquidation,  dissolution or winding up of the
Corporation the remaining  assets of the Corporation  available for distribution
to its stockholders shall be insufficient to pay the holders of shares of Series
A Preferred  Stock the full amount to which they shall be entitled,  the holders
of shares of Series A Preferred  Stock,  Series B Preferred  Stock and any other
class or series of stock  ranking on  liquidation  on a parity with the Series A
Preferred Stock shall share ratably in any  distribution of the remaining assets
and funds of the Corporation in proportion to the respective amounts which would
otherwise  be  payable  in  respect  of  the  shares  held  by  them  upon  such
distribution  if all amounts payable on or with respect to such shares were paid
in full.

                  (b) After the payment of all preferential  amounts required to
be paid to the holders of Senior Preferred  Stock,  Series A Preferred Stock and
any other class or series of stock of the Corporation  ranking on liquidation on
a parity with the Series A Preferred Stock, upon the liquidation, dissolution or
winding  up of the  Corporation,  the  holders  of shares of Junior  Stock  then
outstanding  shall be entitled to receive the remaining  assets and funds of the
Corporation available for distribution to its stockholders.

                  (c) A consolidation  or merger of the Corporation with or into
another  corporation  or entity,  or a sale of all or  substantially  all of the
assets of the Corporation,  shall not be regarded as a liquidation,  dissolution
or winding up of the Corporation within the meaning of this Section 2.

         3.  VOTING.  Except as otherwise  required by law,  holders of Series A
Preferred Stock shall have no voting rights.

         4.  OPTIONAL  CONVERSION.  The holders of the Series A Preferred  Stock
shall have conversion rights as follows (the "Series A Conversion Rights"):

                  (a) As  used  herein,  the  following  items  shall  have  the
following respective meanings:

<PAGE>

               (i)  "CONVERSION   DATE"  shall  have  the  meaning  setforth  in
               Subsection 4(d)(i).

               (ii)  "MARKET  VALUE"  shall mean (A) if the Common  Stock of the
               Corporation is listed on any national  securities exchange or the
               NASDAQ  National  Market System,  the reported last sale price of
               the Common  Stock on such  exchange or system,  or, if the Common
               Stock shall not be so listed,  (B) the average of the closing bid
               and asked prices for the Common Stock, as reported by NASDAQ,  or
               (C) if there are no such closing bid and asked  prices,  the fair
               market  value of the Common Stock as  determined  by the Board of
               Directors of the Corporation.

               (iii) "SERIES A MINIMUM  CONVERSION  PRICE" shall mean $15.00 per
               share,  subject to adjustment  pursuant to the provisions of this
               Section 4.

               (iv) "SERIES A CONVERSION PRICE" shall mean, as of the applicable
               Conversion  Date,  the  greater of (A) the  average of the Market
               Values of the Common Stock for the five consecutive  Trading Days
               preceding (but not including)  such  Conversion  Date, or (B) the
               then effective Series A Minimum Conversion Price.

               (v) "TRADING  DAY" shall mean any day on which the New York Stock
               Exchange is generally open for trading.

                    (b) RIGHT TO CONVERT.  If (but only if) the Market  Value of
                    Common Stock of the Corporation  shall have been equal to or
                    greater  than the Series A Minimum  Conversion  Price for at
                    least 20 of the 30 Trading  Days  preceding  the  Conversion
                    Date,  holders  of shares of  Series A  Preferred  Stock may
                    convert all or any of such shares,  on such Conversion Date,
                    into such number of fully paid and  nonassessable  shares of
                    Common  Stock  as  is  determined  by  (i)  multiplying  the
                    aggregate Series A Preferences of the shares so converted by
                    1.5,  (ii)  adding to such sum the  aggregate  amount of any
                    accrued but unpaid  dividends on such shares,  excluding any
                    such  dividends   declared  for  payment  by  the  Board  of
                    Directors to holders of Series A Preferred Stock on a record
                    date occurring prior to or on the Conversion Date, and (iii)
                    dividing  the sum so  obtained  by the  Series A  Conversion
                    Price in effect on such Conversion Date.

     In the event of a notice of  redemption of any shares of Series A Preferred
     Stock pursuant to Section 6 hereof,  the Series A Conversion  Rights of the
     shares  designated for redemption  shall terminate at the close of business
     on the fifth Trading Day preceding  the date fixed for  redemption.  In the
     event of a liquidation, dissolution or winding up of the Corporation, the

<PAGE>

     Series A Conversion  Rights shall terminate at the close of business on the
     first  Trading Day  preceding the date fixed for the payment of any amounts
     distributable on liquidation to the holders of Series A Preferred Stock.

                  (c) FRACTIONAL  SHARES.  No fractional  shares of Common Stock
shall be issued upon conversion of the Series A Preferred  Stock. In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall  pay  cash  equal  to such  fraction  multiplied  by the then
effective Series A Conversion Price.

                  (d)      MECHANICS OF CONVERSION.

(i) In order for a holder  of  Series A  Preferred  Stock to  convert  shares of
Series A  Preferred  Stock  into  shares  of Common  Stock,  such  holder  shall
surrender the certificate or certificates  for such shares of Series A Preferred
Stock,  at the office of the transfer agent for the Series A Preferred Stock (or
at the principal office of the Corporation if the Corporation  serves as its own
transfer agent), together with written notice that such holder elects to convert
all or any number of the shares of the Series A Preferred  Stock  represented by
such certificate or certificates.  Such notice shall state such holder's name or
the names of the  nominees  in which  such  holder  wishes  the  certificate  or
certificates  for  shares of  Common  Stock to be  issued.  If  required  by the
Corporation,  certificates  surrendered  for  conversion  shall be  endorsed  or
accompanied  by a  written  instrument  or  instruments  of  transfer,  in  form
satisfactory to the Corporation,  duly executed by the registered  holder or his
or its  attorney  duly  authorized  in  writing.  The  date of  receipt  of such
certificates  and notice by the  transfer  agent (or by the  Corporation  if the
Corporation  serves as its own  transfer  agent) shall be the  Conversion  Date,
provided, however, that in the event that the shares tendered for conversion are
not  eligible for  conversion  on the date of receipt of such  certificates  and
notice by the transfer agent (or by the Corporation if the Corporation serves as
its own transfer agent), the transfer agent or Corporation shall promptly return
such certificates to the registered  holder.  The Corporation  shall, as soon as
practicable  after the Conversion Date, issue and deliver at such office to such
holder of Series A Preferred Stock, or to his or its nominees,  a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled, together with cash in lieu of any fraction of a share.

(ii) The Corporation  shall at all times when the Series A Preferred Stock shall
beoutstanding,  reserve and keep  available out of its  authorized  but unissued
stock,  for the purpose of effecting  the  conversion  of the Series A Preferred
Stock,  such number of its duly authorized  shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding  Series A
Preferred Stock.

(iii) All shares of Series A Preferred  Stock which shall have been  surrendered
for  conversion as herein  provided  shall no longer be deemed to be outstanding
and all rights with respect to such  shares,  including  the rights,  if any, to
receive  notices  and to vote,  shall  immediately  cease and  terminate  on the
Conversion  Date,  except only the right of the  holders  thereof to receive (A)
shares of Common Stock in exchange  therefor  pursuant to Subsection  4(b),  (B)
payments of accrued but unpaid dividends in accordance with Subsection  4(d)(iv)
and (C) payments in lieu of any fractional  shares pursuant to Subsection  4(c).
Any  shares  of Series A  Preferred  Stock so  converted  shall be  retired  and
cancelled and shall not be reissued,  and the  Corporation may from time to time
take such appropriate action as may be necessary to reduce the authorized Series
A Preferred Stock accordingly.

(iv) In the case of any share of Series A  Preferred  Stock  which is  converted
after any  dividend  record date and on or prior to the  corresponding  dividend
payment date (except  shares of Series A Preferred  Stock called for  redemption
during such period as to which any accrued and unpaid  dividends shall have been
paid),  the dividend payable on such dividend payment date shall be paid on such
date  notwithstanding  such  conversion  and such dividend  shall be paid to the
person who is the holder of such shares of Series A Preferred Stock at the close
of business on such dividend record date.

                  (e)  ADJUSTMENT  FOR STOCK  SPLITS  AND  COMBINATIONS.  If the
Corporation  shall at any time or from  time to time  after  the date on which a
share of Series A Preferred Stock was first issued (the "Series A Original Issue
Date")  effect a  subdivision  of the  outstanding  Common  Stock,  the Series A
Minimum  Conversion  Price then in effect  immediately  before that  subdivision
shall be proportionately decreased. If the Corporation shall at any time or from
time to time after the Series A Original  Issue  Date  combine  the  outstanding
shares of Common  Stock,  the Series A Minimum  Conversion  Price then in effect
immediately  before the  combination  shall be  proportionately  increased.  Any
adjustment  under this paragraph shall become effective at the close of business
on the date the subdivision or combination becomes effective.

                  (f) ADJUSTMENT FOR DIVIDENDS AND  DISTRIBUTIONS.  In the event
the  Corporation  at any time,  or from time to time after the Series A Original
Issue Date shall make or issue,  or fix a record date for the  determination  of
holders of Common Stock entitled to

<PAGE>

receive, a dividend or other distribution payable in additional shares of Common
Stock, then and in each such event the Series A Minimum Conversion Price then in
effect shall be decreased as of the time of such  issuance or, in the event such
a record date shall have been fixed,  as of the close of business on such record
date, by multiplying the Series A Minimum  Conversion  Price then in effect by a
fraction:

(1) the  numerator  of which shall be the total number of shares of Common Stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of business on such record date, and

(2) the denominator of which shall be the total number of shares of Common Stock
issued and  outstanding  immediately  prior to the time of such  issuance or the
close of business on such record date plus the number of shares of Common  Stock
issuable in payment of such dividend or distribution; provided, however, if such
record date shall have been fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor,  the Series A Minimum
Conversion Price shall be recomputed  accordingly as of the close of business on
such record date and thereafter the Series A Minimum  Conversion  Price shall be
adjusted  pursuant to this  paragraph  as of the time of actual  payment of such
dividends or distributions.

                  (g) ADJUSTMENT FOR MERGER OR  REORGANIZATION,  ETC. In case of
any consolidation or merger of the Corporation with or into another  corporation
(other than a merger or  consolidation in which the Corporation is the surviving
corporation and which does not result in any reclassification of the outstanding
shares of Common Stock) or the sale of all or substantially all of the assets of
the Corporation to another corporation, entity or person, each share of Series A
Preferred  Stock shall  thereafter  be  convertible  into the kind and amount of
shares of stock or other securities or assets to which a holder of the number of
shares of Common Stock of the  Corporation  deliverable  upon conversion of such
Series A  Preferred  Stock  would have been  entitled  upon such  consolidation,
merger  or sale  (assuming  for this  purpose  the  conversion  of the  Series A
Preferred  Stock into  Common  Stock  pursuant  to  Subsection  4(b) at the then
effective Series A Conversion Price).

                  (h) CERTIFICATE AS TO ADJUSTMENTS. The Corporation shall, upon
the  written  request  at any time of any  holder of Series A  Preferred  Stock,
furnish or cause to be furnished to such holder a certificate  setting forth (i)
such adjustments and read-

<PAGE>

justments,  (ii) the Series A Minimum Conversion Price then in effect, and (iii)
the number of shares of Common Stock and the amount,  if any, of other  property
which then would be received upon the conversion of Series A Preferred Stock.

         5.       MANDATORY CONVERSION.

                  (a) The Corporation  may, at its option,  require all, but not
less than all, holders of shares of Series A Preferred Stock then outstanding to
convert their shares of Series A Preferred Stock into shares of Common Stock, at
the then effective  Series A Conversion  price and otherwise in accordance  with
the terms of Section 4, if the Market  Value of the Common  Stock has been equal
to or greater than the Series A Minimum  Conversion Price for at least 20 of the
30 Trading Days prior to notice of such required conversion by the Corporation.

                  (b) All  holders  of record  of  shares of Series A  Preferred
Stock will be given at least 10 days' prior written notice of the date fixed and
the place  designated  for mandatory  conversion of shares of Series A Preferred
Stock  pursuant  to this  Section 5. Such  notice will be sent by first class or
registered mail,  postage  prepaid,  to each record holder of Series A Preferred
Stock at such holder's  address last shown on the records of the transfer  agent
for the  Series A  Preferred  Stock (or the  records of the  Corporation,  if it
serves as its own transfer  agent).  On or before the date fixed for conversion,
each holder of shares of Series A Preferred  Stock  shall  surrender  his or its
certificate or certificates  for all such shares to the Corporation at the place
designated in such notice,  and shall  thereafter  receive  certificates for the
number of shares of Common  Stock to which such holder is  entitled  pursuant to
this Section 5. On the date fixed for conversion, all rights with respect to the
Series A Preferred Stock so converted,  including the rights, if any, to receive
notices and vote, will terminate, except only the rights of the holders thereof,
upon surrender of their  certificate or  certificates  therefor,  to receive (i)
certificates  for the number of shares of Common  Stock into which such Series A
Preferred  Stock has been  converted,  (ii)  payments  of any accrued but unpaid
dividends in accordance with  Subsection  4(d)(iv) and (iii) payments in lieu of
any  fractional  shares  pursuant  to  Subsection  4(c).  If so  required by the
Corporation,  certificates  surrendered  for  conversion  shall be  endorsed  or
accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
satisfactory to the  Corporation,  duly executed by the registered  holder or by
his or its attorney duly authorized in writing. As soon as practicable after the
date of such  mandatory  conversion  and the  surrender  of the  certificate  or
certificates  for Series A Preferred  Stock,  the Corporation  shall cause to be
issued and delivered to such holder, or on his

<PAGE>

or its written  order,  a  certificate  or  certificates  for the number of full
shares of Common  Stock  issuable  on such  conversion  in  accordance  with the
provisions  hereof and cash as  provided  in  Subsection  4(c) in respect of any
fraction of a share of Common Stock otherwise issuable upon such conversion.

                  (c) All certificates  evidencing  shares of Series A Preferred
Stock which are required to be surrendered for conversion in accordance with the
provisions  hereof  shall,  from and  after the date  such  certificates  are so
required to be surrendered, be deemed to have been retired and cancelled and the
shares of Series A Preferred  Stock  represented  thereby  converted into Common
Stock for all  purposes,  notwithstanding  the  failure of the holder or holders
thereof to surrender such certificates on or prior to such date. The Corporation
may thereafter  take such  appropriate  action as may be necessary to reduce the
authorized Series A Preferred Stock accordingly.

         6.       MANDATORY REDEMPTION.

                  (a) The Corporation will,  subject to the conditions set forth
in  Subsection  6(b)  below,  on the date ten years  after the Series A Original
Issue Date (the "Series A Redemption  Date"),  redeem from each holder of shares
of  Series A  Preferred  Stock,  at a price  per  share  equal  to the  Series A
Preference,  plus an amount  equal to all accrued but unpaid  dividends  thereon
(the "Series A Redemption Price"), all of the shares of Series A Preferred Stock
held by such holder on the Series A Redemption Date.

                  (b) If the  funds of the  Corporation  legally  available  for
redemption  of Series A  Preferred  Stock on the  Series A  Redemption  Date are
insufficient  to  redeem  all of the  shares of Series A  Preferred  Stock  then
outstanding,  those funds which are legally available will be used to redeem the
maximum  possible  number of such shares of Series A Preferred  Stock ratably on
the basis of the number of shares of Series A  Preferred  Stock  which  would be
redeemed on such date if the funds of the Corporation legally available therefor
had been  sufficient  to redeem all shares of Series A Preferred  Stock.  At any
time  thereafter  when  additional  funds  of  the  Corporation  become  legally
available  for the  redemption of Series A Preferred  Stock,  such funds will be
used, after the end of the next succeeding fiscal quarter (also referred to as a
"Series A Redemption Date"), to redeem the balance of the shares, ratably on the
basis set forth in the preceding sentence.

                  (c) The Corporation  shall provide notice of any redemption of
Series A Preferred  Stock  pursuant to this  Section 6  specifying  the time and
place  of  redemption  and the  Series A  Redemption  Price,  by first  class or
registered mail, postage

<PAGE>

prepaid, to each holder of record of Series A Preferred Stock at the address for
such holder last shown on the records of the  transfer  agent  therefor  (or the
records of the Corporation,  if it serves as its own transfer  agent),  not more
than 60 nor less than 30 days prior to the date on which such  redemption  is to
be made. If less than all Series A Preferred  Stock owned by such holder is then
to be  redeemed,  the notice will also specify the number of shares which are to
be redeemed.  Upon mailing any such notice of redemption,  the Corporation  will
become  obligated  to redeem at the time of  redemption  specified  therein  all
Series A Preferred Stock  specified  therein (other than such shares of Series A
Preferred  Stock as are duly converted  pursuant to Section 4 or Section 5 prior
to the close of  business  on the  fifth  Trading  Day  preceding  the  Series A
Redemption  Date). In case less than all Series A Preferred Stock represented by
any certificate is redeemed in any redemption  pursuant to this Section 6, a new
certificate will be issued  representing the unredeemed Series A Preferred Stock
to the holder thereof.

                  (d) No share of Series A  Preferred  Stock is  entitled to any
dividends  declared  after its Series A  Redemption  Date,  and on such Series A
Redemption  Date all rights of the holder of such share as a stockholder  of the
Corporation  by reason of the  ownership  of such share will  cease,  except the
right to receive the Series A Redemption Price of such share,  without interest,
upon presentation and surrender of the certificate  representing such share, and
such share will not from and after such Series A Redemption Date be deemed to be
outstanding.

                  (e) Any Series A  Preferred  Stock  redeemed  pursuant to this
Section 6 will be cancelled  and will not under any  circumstances  be reissued,
sold or  transferred  and the  Corporation  may  from  time  to time  take  such
appropriate  action  as may be  necessary  to  reduce  the  authorized  Series A
Preferred Stock accordingly.

B.       SERIES B CONVERTIBLE PREFERRED STOCK.

Two hundred  fifty  thousand  (250,000)  shares of the  authorized  and unissued
Preferred Stock of the Corporation are hereby  designated  "Series B Convertible
Preferred  Stock" (the "Series B Preferred  Stock") with the  following  rights,
preferences,   powers,   privileges   and   restrictions,   qualifications   and
limitations.

         1.       DIVIDENDS.

                  (a) The  holders of record of shares of the Series B Preferred
Stock  shall be  entitled  to  receive,  when and as  declared  by the  Board of
Directors  of the  Corporation,  out of any funds  legally  available  therefor,
dividends at the rate of five percent (5%)

<PAGE>

per annum of the Series B Preference  (as defined in  Subsection  2(a) below) of
such shares for the 1989  calendar  year and at the rate of six percent (6%) per
annum of the Series B Preference thereafter. Accrued dividends for each calendar
year  shall  be paid  annually  on the  March  31 (a  "dividend  payment  date")
following the end of such calendar year  (commencing  March 31, 1990) to holders
of record of shares of Series B  Preferred  Stock on such  record date (not more
than 60 days prior to March 31) as is  established by the Board of Directors for
such dividend.

         Dividends  at the  applicable  rates set forth above shall accrue daily
and be cumulative  from January 1, 1989. The amount of any dividends  accrued on
any shares of Series B Preferred  Stock at any  dividend  payment  date shall be
deemed to be the  amount of any  unpaid  dividends  accumulated  thereon  to and
including the last day of the preceding  calendar year, whether or not earned or
declared.

         Notwithstanding  anything to the contrary herein, accrued dividends for
any  calendar  year shall not be required  to be paid  unless the  Corporation's
after-tax net income (before any extraordinary benefits) for such year, as shown
on the  Company's  audited  consolidated  financial  statements,  is equal to or
greater than the sum of the aggregate  amount of such accrued  dividends and the
aggregate amount of all dividends  required to be paid on the Series A Preferred
Stock for such year.  Any accrued  dividends  that are not paid shall be paid on
the dividend  payment date  following the end of the first  succeeding  calendar
year in which the Corporation's  after-tax net income,  before any extraordinary
benefits  (determined  as set forth  above),  is  sufficient  to pay all of such
accrued but unpaid  dividends,  the  regular  dividend on the Series B Preferred
Stock for such year and all accrued but unpaid dividends  required to be paid on
such dividend payment date with respect to the Series A Preferred Stock.

                  (b) So  long  as  shares  of  Series  B  Preferred  Stock  are
outstanding,  no cash dividends shall be paid or declared on the Common Stock of
the  Corporation or any security  ranking junior to the Series B Preferred Stock
as to the payment of  dividends,  unless all dividends on the Series B Preferred
Stock for all past  dividend  payment  dates  shall  have been paid and the full
dividend  payment for the dividend payment date next succeeding the payment date
of such  cash  dividend  shall  have  been  paid or  declared  and set apart for
payment.

         2.       LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a) In the event of any voluntary or involuntary  liquidation,
dissolution or winding up of the Corporation,  the holders of shares of Series B
Preferred Stock then outstanding shall be

<PAGE>

entitled  to be  paid  out  of  the  assets  of the  Corporation  available  for
distribution  to its  stockholders,  after and subject to the payment in full of
all  amounts  required  to be  distributed  to the holders of any other class or
series  of  stock  of  the  Corporation  ranking  on  liquidation  prior  and in
preference to the Series B Preferred Stock (collectively  referred to as "Senior
Preferred Common Stock"), but before any payment shall be made to the holders of
Common Stock or any other class or series of stock ranking on liquidation junior
to the  Series B  Preferred  Stock  (such  Common  Stock and other  stock  being
collectively  referred  to as  "Junior  Stock")  by  reason  of their  ownership
thereof,  an amount equal to $5.00 per share (the  "Series B Preference  "). The
Series B  Preferred  Stock  shall rank on a parity  with the Series A  Preferred
Stock upon any  liquidation,  dissolution or winding up of the  Corporation.  If
upon any such  liquidation,  dissolution  or winding up of the  Corporation  the
remaining   assets  of  the  Corporation   available  for  distribution  to  its
stockholders  shall be  insufficient  to pay the  holders  of shares of Series B
Preferred Stock the full amount to which they shall be entitled,  the holders of
shares of Series B Preferred Stock, Series A Preferred Stock and any other class
or  series  of  stock  ranking  on  liquidation  on a parity  with the  Series B
Preferred Stock shall share ratably in any  distribution of the remaining assets
and funds of the Corporation in proportion to the respective amounts which would
otherwise  be  payable  in  respect  of  the  shares  held  by  them  upon  such
distribution  if all amounts payable on or with respect to such shares were paid
in full.

                  (b) After the payment of all preferential  amounts required to
be paid to the holders of Senior Preferred  Stock,  Series B Preferred Stock and
any other class or series of stock of the Corporation  ranking on liquidation on
a parity with the Series B Preferred Stock, upon the liquidation, dissolution or
winding  up of the  Corporation,  the  holders  of shares of Junior  Stock  then
outstanding  shall be entitled to receive the remaining  assets and funds of the
Corporation available for distribution to its stockholders.

                  (c) A consolidation  or merger of the Corporation with or into
another  corporation  or entity,  or a sale of all or  substantially  all of the
assets of the Corporation,  shall not be regarded as a liquidation,  dissolution
or winding up of the Corporation within the meaning of this Section 2.

         3.  VOTING.  The  Corporation  shall not  amend,  alter or  repeal  the
preferences,  special rights or other powers of the Series B Preferred  Stock so
as to affect  adversely the Series B Preferred  Stock, or authorize any class or
series of capital  stock having a preference  over the Series B Preferred  Stock
with respect

<PAGE>

to liquidation or redemption rights or dividends, without the written consent or
affirmative vote of the holders of a majority of the then outstanding  shares of
Series B Preferred Stock,  given in writing or by vote at a meeting,  consenting
or voting (as the case may be)  separately  as a class.  Except as expressly set
forth above or as otherwise required by law, holders of Series B Preferred Stock
shall have no voting rights.

         4.  OPTIONAL  CONVERSION.  The holders of the Series B Preferred  Stock
shall have conversion rights as follows (the "Series B Conversion Rights"):

                  (a) As  used  herein,  the  following  items  shall  have  the
following respective meanings:

                           (i)      "CONVERSION DATE" shall have the meaning set
                                     forth in Subsection 4(d)(i).

                           (ii)   "MARKET  VALUE"  shall  mean (A) if the Common
                                  Stock of the Corporation is listed

on any national  securities  exchange or the NASDAQ National Market System,  the
reported last sale price of the Common Stock on such exchange or system,  or (B)
if the Common  Stock shall not be so listed,  the average of the closing bid and
asked prices for the Common Stock, as reported by NASDAQ, or (C) if there are no
such closing bid and asked prices,  the fair market value of the Common Stock as
determined by the Board of Directors of the Corporation.

(iii) "SERIES B MINIMUM CONVERSION PRICE" shall mean $7.50 per share, subject to
adjustment pursuant to the provisions of this Section 4.

(iv) "SERIES B CONVERSION  PRICE" shall mean,  as of the  applicable  Conversion
Date,  the greater of (A) the average of the Market  Values of the Common  Stock
for the five  consecutive  Trading  Days  preceeding  (but not  including)  such
Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

(v)  "TRADING  DAY" shall mean any day on which the New York Stock  Exchange  is
generally open for trading.

                  (b) RIGHT TO  CONVERT.  If (but only if) the  Market  Value of
Common  Stock of the  Corporation  shall have been equal to or greater  than the
Series  B  Minimum  Conversion  Price  for at least  20 of the 30  Trading  Days
preceding the Conversion Date, holders

<PAGE>

of shares of Series B Preferred Stock may convert all or any of such shares,  on
such Conversion Date, into such number of fully paid and nonassessable shares of
Common  Stock  as is  determined  by (i)  multiplying  the  aggregate  Series  B
Preferences  of the  shares so  converted  by 1.5,  (ii)  adding to such sum the
aggregate amount of any accrued but unpaid  dividends on such shares,  excluding
any such dividends  declared for payment by the Board of Directors to holders of
Series  B  Preferred  Stock  on a  record  date  occurring  prior  to or on  the
Conversion  Date,  and  (iii)  dividing  the sum so  obtained  by the  Series  B
Conversion Price in effect on such Conversion Date.

In the event of a notice of redemption of any shares of Series B Preferred Stock
pursuant  to  Section 6 hereof,  the  Series B  Conversion  Rights of the shares
designated for redemption  shall terminate at the close of business on the fifth
Trading  Day  preceding  the  date  fixed  for  redemption.  In the  event  of a
liquidation,  dissolution  or  winding  up of  the  Corporation,  the  Series  B
Conversion  Rights shall terminate at the close of business on the first Trading
Day  preceding  the date fixed for the payment of any amounts  distributable  on
liquidation to the holders of Series B Preferred Stock.

                  (c) FRACTIONAL  SHARES.  No fractional  shares of Common Stock
shall be issued upon conversion of the Series B Preferred  Stock. In lieu of any
fractional  shares  to  which  the  holder  would  otherwise  be  entitled,  the
Corporation  shall  pay  cash  equal  to such  fraction  multiplied  by the then
effective Series B Conversion Price.

                  (d)      MECHANICS OF CONVERSION.

                           (i)      In order for a holder of Series B Preferred
                                    Stock to convert shares of Series

B Preferred  Stock into shares of Common Stock,  such holder shall surrender the
certificate or certificates  for such shares of Series B Preferred Stock, at the
office  of the  transfer  agent  for the  Series B  Preferred  Stock  (or at the
principal  office  of the  Corporation  if the  Corporation  serves  as its  own
transfer agent), together with written notice that such holder elects to convert
all or any number of the shares of the Series B Preferred  Stock  represented by
such certificate or certificates.  Such notice shall state such holder's name or
the names of the nominees in which such holder wishes the certificate

<PAGE>

or  certificates  for shares of Common  Stock to be issued.  If  required by the
Corporation,  certificates  surrendered  for  conversion  shall be  endorsed  or
accompanied  by a  written  instrument  or  instruments  of  transfer,  in  form
satisfactory to the Corporation,  duly executed by the registered  holder or his
or its  attorney  duly  authorized  in  writing.  The  date of  receipt  of such
certificates  and notice by the  transfer  agent (or by the  Corporation  if the
Corporation  serves as its own  transfer  agent) shall be the  Conversion  Date,
provided, however, that in the event that the shares tendered for conversion are
not  eligible for  conversion  on the date of receipt of such  certificates  and
notice by the transfer agent (or by the Corporation if the Corporation serves as
its own transfer agent), the transfer agent or Corporation shall promptly return
such certificates to the registered  holder.  The Corporation  shall, as soon as
practicable  after the Conversion Date, issue and deliver at such office to such
holder of Series B Preferred Stock, or to his or its nominees,  a certificate or
certificates for the number of shares of Common Stock to which such holder shall
be entitled, together with cash in lieu of any fraction of a share.

                           (ii)  The  Corporation  shall at all  times  when the

Series B Preferred Stock shall be

outstanding,  reserve and keep  available  out of its  authorized  but  unissued
stock,  for the purpose of effecting  the  conversion  of the Series B Preferred
Stock,  such number of its duly authorized  shares of Common Stock as shall from
time to time be sufficient to effect the conversion of all outstanding  Series B
Preferred Stock.

                           (iii) All shares of Series B  Preferred  Stock  which

shall have been surrendered for

conversion as herein  provided shall no longer be deemed to be  outstanding  and
all rights with respect to such shares, including the rights, if any, to receive
notices and to vote,  shall  immediately  cease and terminate on the  Conversion
Date,  except  only the right of the  holders  thereof to receive  (A) shares of
Common Stock in exchange  therefor  pursuant to Subsection 4(b), (B) payments of
accrued but unpaid  dividends in  accordance  with  Subsection  4(d)(iv) and (C)
payments in lieu of any  fractional  shares  pursuant to  Subsection  4(c).  Any
shares of Series B Preferred  Stock so converted  shall be retired and cancelled
and shall not be reissued,  and the  Corporation may from time to time take such
appropriate action as may be necessary to

<PAGE>

reduce the authorized Series B Preferred Stock accordingly.

                           (iv) In the case of any share of  Series B  Preferred

Stock which is converted after

any dividend record date and on or prior to the  corresponding  dividend payment
date (except  shares of Series B Preferred  Stock called for  redemption  during
such period as to which any accrued and unpaid  dividends shall have been paid),
the dividend  payable on such  dividend  payment date shall be paid on such date
notwithstanding such conversion an such dividend shall be paid to the person who
is the  holder  of such  shares  of  Series B  Preferred  Stock at the  close of
business on such dividend record date.

                  (e)  ADJUSTMENT  FOR STOCK  SPLITS  AND  COMBINATIONS.  If the
Corporation  shall at any time or from  time to time  after  the date on which a
share of Series B Preferred Stock was first issued (the "Series B Original Issue
Date")  effect a  subdivision  of the  outstanding  Common  Stock,  the Series B
Minimum  Conversion  Price then in effect  immediately  before that  subdivision
shall be proportionately decreased. If the Corporation shall at any time or from
time to time after the Series B Original  Issue  Date  combine  the  outstanding
shares of Common  Stock,  the Series B Minimum  Conversion  Price then in effect
immediately  before the  combination  shall be  proportionately  increased.  Any
adjustment  under this paragraph shall become effective at the close of business
on the date the subdivision or combination becomes effective.

                  (f) ADJUSTMENT FOR DIVIDENDS AND  DISTRIBUTIONS.  In the event
the  Corporation  at any time,  or from time to time after the Series B Original
Issue Date shall make or issue,  or fix a record date for the  determination  of
holders of Common Stock  entitled to receive,  a dividend or other  distribution
payable in additional  shares of Common  Stock,  then and in each such event the
Series B Minimum  Conversion  Price then in effect  shall be decreased as of the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record  date,  by  multiplying  the Series B
Minimum Conversion Price then in effect by a fraction:

                           (1)      the  numerator  of which  shall be the total
                                    number of shares of Common  Stock issued and
                                    outstanding immediately prior to the time of
                                    such  issuance  or the close of  business on
                                    such record date, and

<PAGE>

                           (2)      the  denominator of which shall be the total
                                    number of shares of Common  Stock issued and
                                    outstanding immediately prior to the time of
                                    such  issuance  or the close of  business on
                                    such  record  date plus the number of shares
                                    of Common Stock  issuable in payment of such
                                    dividend or distribution;

provided,  however,  if such record date shall have been fixed and such dividend
is not fully  paid or if such  distribution  is not fully made on the date fixed
therefor,  the Series B Minimum Conversion Price shall be recomputed accordingly
as of the close of  business on such  record  date and  thereafter  the Series B
Minimum  Conversion Price shall be adjusted pursuant to this paragraph as of the
time of actual payment of such dividends or distributions.

                  (g) ADJUSTMENT FOR MERGER OR  REORGANIZATION,  ETC. In case of
any consolidation or merger of the Corporation with or into another  corporation
(other than a merger or  consolidation in which the Corporation is the surviving
corporation and which does not result in any reclassification of the outstanding
shares of Common Stock) or the sale of all or substantially all of the assets of
the Corporation to another corporation, entity or person, each share of Series B
Preferred  Stock shall  thereafter  be  convertible  into the kind and amount of
shares of stock or other securities or assets to which a holder of the number of
shares of Common Stock of the  Corporation  deliverable  upon conversion of such
Series B  Preferred  Stock  would have been  entitled  upon such  consolidation,
merger  or sale  (assuming  for this  purpose  the  conversion  of the  Series B
Preferred  Stock into  Common  Stock  pursuant  to  Subsection  4(b) at the then
effective Series B Conversion Price).

                  (h) CERTIFICATE AS TO ADJUSTMENTS. The Corporation shall, upon
the  written  request  at any time of any  holder of Series B  Preferred  Stock,
furnish or cause to be furnished to such holder a certificate  setting forth (i)
such adjustments and  readjustments,  (ii) the Series B Minimum Conversion Price
then in effect,  and (iii) the number of shares of Common  Stock and the amount,
if any, of other  property  which then would be received upon the  conversion of
Series B Preferred Stock.

<PAGE>

         5.       MANDATORY CONVERSION.

                  (a) The Corporation  may, at its option,  require all, but not
less than all, holders of shares of Series B Preferred Stock then outstanding to
convert their shares of Series B Preferred Stock into shares of Common Stock, at
the then effective  Series B Conversion  Price and otherwise in accordance  with
the terms of Section 4, if the Market  Value of the Common  Stock has been equal
to or greater than the Series B Minimum  Conversion Price for at least 20 of the
30 Trading Days prior to notice of such required conversion by the Corporation.

                  (b) All  holders  of record  of  shares of Series B  Preferred
Stock will be given at least 10 days' prior written notice of the date fixed and
the place  designated  for mandatory  conversion of shares of Series B Preferred
Stock  pursuant  to this  Section 5. Such  notice will be sent by first class or
registered mail,  postage  prepaid,  to each record holder of Series B Preferred
Stock at such holder's  address last shown on the records of the transfer  agent
for the  Series B  Preferred  Stock (or the  records of the  Corporation,  if it
serves as its own transfer  agent).  On or before the date fixed for conversion,
each holder of shares of Series B Preferred  Stock  shall  surrender  his or its
certificate or certificates  for all such shares to the Corporation at the place
designated in such notice,  and shall  thereafter  receive  certificates for the
number of shares of Common  Stock to which such holder is  entitled  pursuant to
this Section 5. On the date fixed for conversion, all rights with respect to the
Series B Preferred Stock so converted,  including the rights, if any, to receive
notices and vote, will terminate, except only the rights of the holders thereof,
upon surrender of their  certificate or  certificates  therefor,  to receive (i)
certificates  for the number of shares of Common  Stock into which such Series B
Preferred  Stock has been  converted,  (ii)  payments  of any accrued but unpaid
dividends in accordance with  Subsection  4(d)(iv) and (iii) payments in lieu of
any  fractional  shares  pursuant  to  Subsection  4(c).  If so  required by the
Corporation,  certificates  surrendered  for  conversion  shall be  endorsed  or
accompanied  by  written   instrument  or  instruments  of  transfer,   in  form
satisfactory to the  Corporation,  duly executed by the registered  holder or by
his or its attorney duly authorized in writing. As soon as practicable after the
date of such mandatory conversion and the surrender of the certificate

<PAGE>

or certificates for Series B Preferred Stock, the Corporation  shall cause to be
issued  and  delivered  to  such  holder,  or on  his or its  written  order,  a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable on such conversion in accordance with the provisions hereof and cash as
provided  in  Subsection  4(c) in respect of any  fraction  of a share of Common
Stock otherwise issuable upon such conversion.

                  (c) All certificates  evidencing  shares of Series B Preferred
Stock which are required to be surrendered for conversion in accordance with the
provisions  hereof  shall,  from and  after the date  such  certificates  are so
required to be surrendered, be deemed to have been retired and cancelled and the
shares of Series B Preferred  Stock  represented  thereby  converted into Common
Stock for all  purposes,  notwithstanding  the  failure of the holder or holders
thereof to surrender such certificates on or prior to such date. The Corporation
may thereafter  take such  appropriate  action as may be necessary to reduce the
authorized Series B Preferred Stock accordingly.

         6.       MANDATORY REDEMPTION.

                  (a) The Corporation will,  subject to the conditions set forth
in  Subsection  6(b)  below,  on the date ten years  after the Series B Original
Issue Date (the "Series B Redemption  Date"),  redeem from each holder of shares
of  Series B  Preferred  Stock,  at a price  per  share  equal  to the  Series B
Preference,  plus an amount  equal to all accrued but unpaid  dividends  thereon
(the "Series B Redemption Price"), all of the shares of Series B Preferred Stock
held by such holder on the Series B Redemption Date.

                  (b) If the  funds of the  Corporation  legally  available  for
redemption  of Series B  Preferred  Stock on the  Series B  Redemption  Date are
insufficient  to  redeem  all of the  shares of Series B  Preferred  Stock  then
outstanding,  those funds which are legally available will be used to redeem the
maximum  possible  number of such shares of Series B Preferred  Stock ratably on
the basis of the number of shares of Series B  Preferred  Stock  which  would be
redeemed on such date if the funds of the Corporation legally available therefor
had been  sufficient  to redeem all shares of Series B Preferred  Stock.  At any
time  thereafter  when  additional  funds  of  the  Corporation  become  legally
available for the redemp-

<PAGE>

tion of Series B Preferred Stock,  such funds will be used, after the end of the
next  succeeding  fiscal  quarter  (also  referred to as a "Series B  Redemption
Date"),  to redeem the balance of the shares,  ratably on the basis set forth in
the preceding sentence.

                  (c) The Corporation  shall provide notice of any redemption of
Series B Preferred  Stock  pursuant to this  Section 6  specifying  the time and
place  of  redemption  and the  Series B  Redemption  Price,  by first  class or
registered mail, postage prepaid, to each holder of record of Series B Preferred
Stock at the address  for such holder last shown on the records of the  transfer
agent  therefor  (or the  records  of the  Corporation,  if it serves as its own
transfer  agent),  not more than 60 nor less  than 30 days  prior to the date on
which such  redemption is to be made. If less than all Series B Preferred  Stock
owned by such holder is then to be  redeemed,  the notice will also  specify the
number of shares  which are to be  redeemed.  Upon  mailing  any such  notice of
redemption,  the  Corporation  will  become  obligated  to redeem at the time of
redemption  specified  therein all Series B Preferred  Stock  specified  therein
(other  than  such  shares  of Series B  Preferred  Stock as are duly  converted
pursuant  to Section 4 or Section 5 prior to the close of  business on the fifth
Trading  Day  preceding  the Series B  Redemption  Date).  In case less than all
Series B  Preferred  Stock  represented  by any  certificate  is redeemed in any
redemption  pursuant  to  this  Section  6, a new  certificate  will  be  issued
representing the unredeemed Series B Preferred Stock to the holder thereof.

                  (d) No share of Series B  Preferred  Stock is  entitled to any
dividends  declared  after its Series B  Redemption  Date,  and on such Series B
Redemption  Date all rights of the holder of such share as a stockholder  of the
Corporation  by reason of the  ownership  of such share will  cease,  except the
right to receive the Series B Redemption Price of such share,  without interest,
upon presentation and surrender of the certificate  representing such share, and
such share will not from and after such Series B Redemption Date be deemed to be
outstanding.

                  (e) Any Series B  Preferred  Stock  redeemed  pursuant to this
Section 6 will be cancelled  and will not under any  circumstances  be reissued,
sold or  transferred  and the  Corporation  may  from  time  to time  take  such
appropriate  action  as may be  necessary  to  reduce  the  authorized  Series B
Preferred Stock accordingly.

<PAGE>

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Designation to be duly executed by its Chief  Executive  Officer and attested by
its Assistant  Secretary,  and its corporate seal to be affixed this 27th day of
October, 1987.

                                                     IOMEGA CORPORATION

                                                     By: /s/ Michael J. Kucha

                                                     ---------------------------
                                                     Michael J. Kucha
                                                     Chief Executive Officer

Attest:

/s/ Gwenn Newbold

-----------------------------
Gwenn Newbold
Assistant Secretary

[Corporate Seal]

<PAGE>

                                                         7

                           CERTIFICATE OF DESIGNATIONS

                                       of

                  SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                               IOMEGA CORPORATION

                         ------------------------------

         Iomega  Corporation,  a corporation  organized  and existing  under the
General  Corporation  Law of the  State  of  Delaware  (hereinafter  called  the
"Corporation"), pursuant to the authority conferred on the Board of Directors of
the Corporation by the Restated Certificate of Incorporation, as amended, and in
accordance with the provisions of Section 151 of the General  Corporation Law of
the State of  Delaware,  hereby  certifies  that the  following  resolution  was
adopted by the Board of  Directors of the  Corporation  at a meeting duly called
and held on July 28, 1989:

         RESOLVED,  that  pursuant  to the  authority  expressly  granted to and
vested in the Board of  Directors of this  Corporation  in  accordance  with the
provisions of its Restated  Certificate of Incorporation,  as amended,  there is
hereby  created a series of  preferred  stock,  $.01 par value  (the  "Preferred
Stock"),  of the Corporation to be designated as "Series C Junior  Participating
Preferred  Stock";  and,  subject to the limitations  provided by law and by the
Restated  Certificate of  Incorporation,  the powers,  preferences and relative,
participating, optional or other rights of, and the qualifications,  limitations
or restrictions upon, the Series C Junior Participating Preferred Stock shall be
as follows:

SERIES C JUNIOR PARTICIPATING PREFERRED STOCK:

         1.  DESIGNATION  AND  AMOUNT.  The  shares  of  such  series  shall  be
designated  as "Series C Junior  Participating  Preferred  Stock" (the "Series C
Preferred  Stock") and the number of shares  constituting the Series C Preferred
Stock shall be 250,000. Such number of shares shall be increased or decreased by
resolution of the Board of Directors of the Corporation (hereinafter, the "Board
of  Directors"  or the  "Board");  PROVIDED,  that no decrease  shall reduce the
number of shares of Series C Preferred Stock to a number less than the number of
shares then outstanding plus the number of shares reserved for issuance upon the
exercise of  outstanding  options,  rights or warrants or upon the conversion of
any outstanding  securities issued by the Corporation  convertible into Series C
Preferred Stock.

<PAGE>

         2.  DIVIDENDS AND DISTRIBUTIONS.

                  (a)  Subject to the rights of the holders of any shares of any
series of Preferred  Stock (or any similar  stock) ranking prior and superior to
the Series C Preferred Stock with respect to dividends, the holders of shares of
Series C Preferred  Stock,  in preference  to the holders of Common  Stock,  par
value $.03 1/3 per share (the "Common Stock"),  of the  Corporation,  and of any
other security  ranking junior to the Series C Preferred Stock as to the payment
of  dividends,  shall be entitled to  receive,  when,  as and if declared by the
Board of Directors  out of funds of the  Corporation  legally  available for the
payment of dividends,  quarterly dividends payable in cash on March 31, June 30,
September  30 and  December  31 in each year (each such date being  referred  to
herein  as a  "Quarterly  Dividend  Payment  Date"),  commencing  on  the  first
Quarterly  Dividend Payment Date after the first issuance of a share or fraction
of a share of Series C Preferred  Stock,  in an amount per share (rounded to the
nearest  cent) equal to the greater of (i) $1 or (ii)  subject to the  provision
for adjustment  hereinafter set forth,  100 times the aggregate per share amount
of all cash dividends,  and 100 times the aggregate per share amount (payable in
kind) of all non-cash  dividends or other  distributions,  other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding  shares of
Common Stock (by  reclassification  or otherwise),  declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly  Dividend  Payment Date,  since the first issuance of any
share or  fraction  of a share of  Series C  Preferred  Stock.  In the event the
Corporation  shall at any time  declare or pay any  dividend on the Common Stock
payable  in shares of Common  Stock,  or effect a  subdivision,  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount to which  holders of shares of Series C  Preferred  Stock  were  entitled
immediately  prior to such event  under  clause (ii) of the  preceding  sentence
shall be adjusted by  multiplying  such amount by a fraction,  the  numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  (b) The  Corporation  shall declare a dividend or distribution
on the Series C Preferred  Stock as provided in paragraph  (a) of this Section 2
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in

<PAGE>

shares  of  Common  Stock)  and the  Corporation  shall  pay  such  dividend  or
distribution on the Series C Preferred Stock before the dividend or distribution
declared on the Common Stock is paid or set apart;  provided  that, in the event
no dividend or distribution  shall have been declared on the Common Stock during
the period between any Quarterly  Dividend  Payment Date and the next subsequent
Quarterly  Dividend  Payment  Date,  a dividend  of $1 per share on the Series C
Preferred  Stock  shall  nevertheless  be payable on such  subsequent  Quarterly
Dividend Payment Date.

                  (c)  Dividends  shall  begin to accrue  and be  cumulative  on
outstanding  shares of Series C  Preferred  Stock  from the  Quarterly  Dividend
Payment date next preceding the date of issue of such shares, unless the date of
issue of such  shares  is  prior to the  record  date  for the  first  Quarterly
Dividend  Payment  Date,  in which case  dividends on such shares shall begin to
accrue from the date of issue of such  shares,  or unless the date of issue is a
Quarterly  Dividend  Payment  Date or is a date  after the  record  date for the
determination  of  holders of shares of Series C  Preferred  Stock  entitled  to
receive a quarterly dividend and before such Quarterly Dividend Payment Date, in
either of which events such  dividends  shall begin to accrue and be  cumulative
from such Quarterly  Dividend  Payment Date.  Accrued but unpaid dividends shall
not bear interest.  Dividends paid on the shares of Series C Preferred  Stock in
an amount less than the total  amount of such  dividends at the time accrued and
payable on such shares shall be  allocated  pro rata on a  share-by-share  basis
among all such shares at the time outstanding.  The Board of Directors may fix a
record  date for the  determination  of holders of shares of Series C  Preferred
Stock  entitled  to  receive  payment  of a dividend  or  distribution  declared
thereon,  which  record  date  shall be not more than 60 days  prior to the date
fixed for the payment thereof.

3. VOTING RIGHTS.  The holders of shares of Series C Preferred  Stock shall have
the following voting rights:

                  (a) Subject to the provision for  adjustment  hereinafter  set
forth,  each share of Series C Preferred  Stock shall entitle the holder thereof
to 100  votes on all  matters  submitted  to a vote of the  stockholders  of the
Corporation.  In the event the Corporation  shall at any time declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision,  combination or consolidation  of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  number of votes per share to which  holders  of shares of
Series C Preferred Stock were entitled immediately prior to such event

<PAGE>

shall be adjusted by  multiplying  such number by a fraction,  the  numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  (b) Except as otherwise provided herein, in the Certificate of
Incorporation  or by law, the holders of shares of Series C Preferred  Stock and
the holders of shares of Common  Stock  shall vote  together as one class on all
matters submitted to a vote of stockholders of the Corporation.

                  (c) (i) If any time dividends on any Series C Preferred  Stock
shall be in arrears in an amount equal to six quarterly  dividends thereon,  the
holders of the Series C Preferred  Stock,  voting as a separate  series from all
other series of Preferred Stock and classes of capital stock,  shall be entitled
to elect two members of the Board of  Directors  in  addition  to any  Directors
elected by any other series,  class or classes of securities  and the authorized
number of Directors will automatically be increased by two. Promptly thereafter,
the Board of Directors of this Corporation shall, as soon as may be practicable,
call a special meeting of holders of Series C Preferred Stock for the purpose of
electing such members of the Board of Directors.  Said special  meeting shall in
any event be held within 45 days of the occurrence of such arrearage.

                           (ii)  During any period  when the holders of Series C

Preferred Stock, voting as a

separate series, shall be entitled and shall have exercised their right to elect
two  Directors,  then and during such time as such right  continues (A) the then
authorized  number of  Directors  shall be  increased by two, and the holders of
Series C  Preferred  Stock,  voting as a separate  series,  shall be entitled to
elect the  additional  Director so provided  for,  and (B) each such  additional
Director  shall not be a member of any existing class of the Board of Directors,
but shall serve until the next annual meeting of  stockholders  for the election
of Directors,  or until his  successor  shall be elected and shall  qualify,  or
until his right to hold such office  terminates  pursuant to the  provisions  of
this paragraph (c).

                           (iii) A Director elected pursuant to the terms hereof

may be removed with or without

cause by the holders of Series C Preferred Stock entitled to vote in an election
of such Director.

     (iv) If, during any interval  between annual meetings of  stockholders  for
the  election of  Directors  and while the  holders of Series C Preferred  Stock
shall be entitled to elect two

<PAGE>

Directors,  there is no such Director in office by reason of resignation,  death
or removal,  then,  promptly  thereafter,  the Board of Directors  shall cause a
special  meeting of the holders of Series C  Preferred  Stock for the purpose of
filling such vacancy and such vacancy  shall be filled at such special  meeting.
Such special meeting shall in any event be held within 45 days of the occurrence
of such vacancy.

     (v) At  such  time as the  arrearage  is  fully  cured,  and all  dividends
accumulated and unpaid on any shares of Series C Preferred Stock outstanding are
paid,  and, in addition  thereto,  at least one regular  dividend  has been paid
subsequent to curing such arrearage,  the term of office of any Director elected
pursuant to this paragraph (c), or his successor, shall automatically terminate,
and the authorized number of Directors shall automatically  decrease by two, the
rights of the holders of the shares of the Series C  Preferred  Stock to vote as
provided in this paragraph (c) shall cease, subject to renewal from time to time
upon the same terms and  conditions,  and the  holders of shares of the Series C
Preferred Stock shall have only the limited voting rights  elsewhere  herein set
forth.

                  (d) Except as set forth  herein,  or as otherwise  provided by
law, holders of Series C Preferred Stock shall have no special voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

         4.  CERTAIN RESTRICTIONS.

                  (a)  Whenever  quarterly   dividends  or  other  dividends  or
distributions  payable on the Series C Preferred  Stock as provided in Section 2
are in  arrears,  thereafter  and until all  accrued  and unpaid  dividends  and
distributions,  whether or not declared,  on shares of Series C Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

     (i)  declare  or pay  dividends,  or make any other  distributions,  on any
shares of stock  ranking  junior  (either as to dividends  or upon  liquidation,
dissolution or winding up) to the Series C Preferred Stock;

     (ii)  declare or pay  dividends,  or make any other  distributions,  on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series C Preferred  Stock,  except dividends
paid ratably on the Series C Preferred  Stock and all such parity stock on which
dividends are payable or in

<PAGE>

arrears in proportion to the total amounts to which the holders of all such
shares are then entitled;

     (iii) redeem or purchase or otherwise acquire for  consideration  shares of
any stock

ranking  junior  (either as to dividends  or upon  liquidation,  dissolution  or
winding up) to the Series C Preferred  Stock,  provided that the Corporation may
at any time  redeem,  purchase or  otherwise  acquire  shares of any such junior
stock in  exchange  for shares of any stock of the  Corporation  ranking  junior
(either as to dividends or upon  dissolution,  liquidation or winding up) to the
Series C Preferred Stock; or

                           (iv)  redeem or  purchase  or  otherwise  acquire for

consideration any shares of Series C

Preferred  Stock,  or any shares of stock  ranking on a parity with the Series C
Preferred  Stock,  except in accordance with a purchase offer made in writing or
by publication  (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of  Directors,  after  consideration  of the
respective  annual  dividend rates and other relative  rights and preferences of
the respective series and classes,  shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

                  (b) The  Corporation  shall not permit any  subsidiary  of the
Corporation  to purchase or otherwise  acquire for  consideration  any shares of
stock of the Corporation  unless the Corporation  could,  under paragraph (a) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

         5. REACQUIRED  SHARES. Any shares of Series C Preferred Stock purchased
or  otherwise  acquired by the  Corporation  in any manner  whatsoever  shall be
retired and cancelled  promptly after the acquisition  thereof.  All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock and may be reissued as part of a new series of Preferred  Stock subject to
the conditions and restrictions on issuance set forth herein, in the Certificate
of Incorporation,  or in any other Certificate of Designations creating a series
of Preferred Stock or any similar stock or as otherwise required by law.

         6.  LIQUIDATION, DISSOLUTION OR WINDING UP.

                  (a) Upon any  liquidation,  dissolution  or  winding up of the
Corporation, no distribution shall be made (i) to the holders of shares of stock
ranking  junior  (either as to dividends  or upon  liquidation,  dissolution  or
winding up) to the Series C Preferred

<PAGE>

Stock unless,  prior thereto,  the holders of shares of Series C Preferred Stock
shall have received  $100 per share,  plus an amount equal to accrued and unpaid
dividends and  distributions  thereon,  whether or not declared,  to the date of
such payment,  provided  that the holders of shares of Series C Preferred  Stock
shall be  entitled  to receive  an  aggregate  amount per share,  subject to the
provision for adjustment hereinafter set forth, equal to 100 times the aggregate
amount to be distributed per share to holders of shares of Common Stock, or (ii)
to the holders of shares of stock ranking on a parity (either as to dividends or
upon liquidation,  dissolution or winding up) with the Series C Preferred Stock,
except  distributions  made ratably on the Series C Preferred Stock and all such
parity stock in proportion to the total amounts to which the holders of all such
shares are entitled upon such liquidation, dissolution or winding up.

                  (b)  Neither  the  consolidation,  merger  or  other  business
combination of the Corporation with or into any other  corporation nor the sale,
lease,  exchange or  conveyance  of all or any part of the  property,  assets or
business of the Corporation shall be deemed to be a liquidation,  dissolution or
winding up of the Corporation for purposes of this Section 6.

                  (c) In the event the Corporation  shall at any time declare or
pay any  dividend  on the Common  Stock  payable in shares of Common  Stock,  or
effect a subdivision,  combination or consolidation of the outstanding shares of
Common Stock (by  reclassification or otherwise than by payment of a dividend in
shares of Common  Stock)  into a  greater  or lesser  number of shares of Common
Stock, then in each such case the aggregate amount to which holders of shares of
Series C Preferred Stock were entitled immediately prior to such event under the
proviso in clause (i) of  paragraph  (a) of this  Section 6 shall be adjusted by
multiplying  such amount by a fraction  the  numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

         7. CONSOLIDATION, MERGER, ETC. Notwithstanding anything to the contrary
contained herein,  in case the Corporation  shall enter into any  consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or  securities,  cash and/or any other
property,  then in any such case each share of Series C Preferred Stock shall at
the same time be  similarly  exchanged  or  changed  into an amount  per  share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate amount of stock, securities,  cash and/or any other property
(payable in kind), as

<PAGE>

the case may be,  into which or for which each share of Common  Stock is changed
or exchanged.  In the event the Corporation shall at any time declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision,  combination or consolidation  of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the  exchange or change of shares of Series C Preferred  Stock shall be adjusted
by multiplying  such amount by a fraction,  the numerator of which is the number
of shares of Common  Stock  outstanding  immediately  after  such  event and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

         8. NO REDEMPTION.  The shares of Series C Preferred  Stock shall not be
redeemable.

         9. RANK. The Series C Preferred  Stock shall rank,  with respect to the
payment of dividends and the distribution of assets, junior to all series of any
other class of the Preferred Stock issued either before or after the issuance of
the Series C Preferred Stock,  unless the terms of any such series shall provide
otherwise.

         10.  AMENDMENT.  The  Certificate of  Incorporation  of the Corporation
shall not be amended in any manner  which would  materially  alter or change the
powers,  preferences or special rights of the Series C Preferred  Stock so as to
affect them adversely  without the affirmative vote of the holders of a majority
of the then outstanding  shares of Series C Preferred Stock,  voting as a single
class.

         11.  FRACTIONAL  SHARES.  Series C  Preferred  Stock  may be  issued in
fractions  of a share which shall  entitle the  holder,  in  proportion  to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,
participate in distributions and have the benefit of all other rights of holders
of Series C Preferred Stock.

<PAGE>

         IN WITNESS  WHEREOF,  this  Certificate of  Designations is executed on
behalf of the  Corporation  by its  President  and Chief  Executive  Officer and
attested by its Secretary this 7th day of August, 1989.

                                                     IOMEGA CORPORATION

                                                     By:    /s/ Fred Wenninger

                                                     ---------------------------
                                                     Name:  Fred Wenninger
                                                     Title: President and Chief
                                                     Executive Officer

Attest:
/s/ Paul D. Slack

-------------------------
    Paul D. Slack
    Title: Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       TO

                      RESTATED CERTIFICATE OF INCORPORATION

                                       0F

                               IOMEGA CORPORATION

         IOMEGA  CORPORATION  (the  "Corporation"),   a  corporation  originally
incorporated under the General  Corporation law of the State of Delaware,  under
the name  "Databyte  Corporation,"  on April 2,  1980,  does  hereby  certify as
follows:

         1. The Restated  Certificate of Incorporation  of the  Corporation,  as
filed with the Delaware Secretary of State on July 18, 1983, as amended to date,
is hereby  further  amended by the  addition of a new Article  TENTH and Article
ELEVENTH, which shall read in their entirety as follows:

     TENTH:  This Article is inserted for the management of the business and for
the conduct of the affairs of the Corporation.

                  SECTION 1. NUMBER OF DIRECTORS. The number of directors of the
         Corporation shall not be less than three. The exact number of directors
         within the  limitations  specified in the preceding  sentence  shall be
         fixed from time to time  pursuant to a resolution  adopted by the Board
         of Directors.

                  SECTION 2. CLASSES OF DIRECTORS.  The Board of Directors shall
         be and is divided into three classes:  Class I, Class II and Class III.
         No one class  shall  have more  than one  director  more than any other
         class.  If a  fraction  is  contained  in the  quotient  arrived  at by
         dividing the  designated  number of directors by three,  then,  if such
         fraction is one-third,  the extra  director  shall be a member of Class
         III, and if such  fraction is  two-thirds,  one of the extra  directors
         shall be a member of Class III and one of the extra  directors shall be
         a member of Class II,  unless  otherwise  provided from time to time by
         resolution adopted by the Board of Directors.

<PAGE>

     SECTION 3.  ELECTION OF  DIRECTORS.  Elections of directors  need not be by
written  ballot  except as and to the  extent  provided  in the  By-laws  of the
Corporation.

                  SECTION 4. TERMS OF OFFICE.  Each  director  shall serve for a
         term  ending  on the date of the third  annual  meeting  following  the
         annual  meeting at which such director was elected;  PROVIDED that each
         initial  director  in Class I shall serve for a term ending on the date
         of the annual meeting next following the end of the Corporation's  1990
         fiscal year;  and each  initial  director in Class II shall serve for a
         term ending on the date of the annual meeting next following the end of
         the Corporation's 1991 fiscal year; and PROVIDED FURTHER, that the term
         of each director shall be subject to the election and  qualification of
         his/her successor and to his/her earlier death, resignation or removal.

                  SECTION 5.  ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT
         OF INCREASES OR DECREASES IN THE NUMBER OF  DIRECTORS.  In the event of
         any increase or decrease in the  authorized  number of  directors,  (i)
         each  director  then serving as such shall  nevertheless  continue as a
         director  of the class of which  he/she is a member  and (ii) the newly
         created or  eliminated  directorships  resulting  from such increase or
         decrease shall be apportioned by the Board of Directors among the three
         classes of  directors  so as to ensure  that no one class has more than
         one  director  more  than any  other  class.  To the  extent  possible,
         consistent  with the foregoing  rule,  any newly created  directorships
         shall be added to those  classes whose terms of office are to expire at
         the latest dates following such  allocation,  and any newly  eliminated
         directorships  shall be  subtracted  from those  classes whose terms of
         office are to expire at the earliest dates  following such  allocation,
         unless  otherwise  provided from time to time by resolution  adopted by
         the Board of Directors.

                  SECTION  6.  QUORUM;  ACTION AT  MEETING.  A  majority  of the
         directors  at any time in  office  shall  constitute  a quorum  for the
         transaction  of  business.  In the event  one or more of the  directors
         shall be disqualified to vote at any meeting,  then the required quorum
         shall  be  reduced  by one for  each  such  director  so  disqualified,
         provided  that in no case  shall less than  one-third  of the number of
         directors fixed pursuant to Section 1 above constitute a quorum.  If at
         any meeting of the Board of  Directors  there shall be less than such a
         quorum,  a majority of those  present may adjourn the meeting from time
         to  time.  Every  act or  decision  done or made by a  majority  of the
         directors  present at a meeting  duly held at which a quorum is present
         shall be regarded as the act of the

<PAGE>

         Board of Directors  unless a greater  number is required by law, by the
By-laws of the Corporation or by this Certificate of Incorporation.

                  SECTION  7.  REMOVAL.  Any  director  or the  entire  Board of
         Directors may be removed,  with or without  cause,  by the holders of a
         majority  of the  shares  then  entitled  to  vote  at an  election  of
         directors;  provided that, if and for so long as the Board of Directors
         is  classified  pursuant  to  Section  141(d) of the  Delaware  General
         Corporation  Law,  stockholders may effect such removal only for cause,
         unless this Certificate of Incorporation otherwise provides.

                  SECTION  8.   VACANCIES.   Unless  and  until  filled  by  the
         stockholders, any vacancy in the Board of Directors, however occurring,
         including a vacancy  resulting from an enlargement of the Board, may be
         filled  by a vote  of a  majority  of the  directors  then  in  office,
         although  less  than a  quorum,  or by a  sole  remaining  director.  A
         director  elected to filled a vacancy  shall be elected to hold  office
         until the next election of the class for which such director shall have
         chosen,  subject to the election and qualification of his/her successor
         and to his/her earlier death, resignation or removal.

                  SECTION 9. AMENDMENTS. Notwithstanding any other provisions of
         law,  this   Certificate  of   Incorporation  or  the  By-laws  of  the
         Corporation,  and notwithstanding the fact that a lesser percentage may
         be specified by law,  the  affirmative  vote of the holders of at least
         eighty percent (80%) of the votes which all of the  stockholders  would
         be entitled  to cast at an annual  election  of  directors  or class of
         directors  shall  be  required  to  amend or  repeal,  or to adopt  any
         provision inconsistent with, this Article Tenth.

                  ELEVENTH:  Any action  which is  required to be taken or which
         may be taken at any annual or specified  meeting of stockholders of the
         Corporation  may be taken  without a meeting,  without prior notice and
         without a vote,  if a consent in writing,  setting  forth the action so
         taken,  shall be signed by the holders of all of the outstanding shares
         of stock  that  would be  entitled  to vote  thereon  at a  meeting  of
         stockholders.   Notwithstanding  any  other  provisions  of  law,  this
         Certificates of Incorporation  or the By-laws of the  Corporation,  and
         notwithstanding  the fact that a lesser  percentage may be specified by
         law, the  affirmative  vote of the holders of at least  eighty  percent
         (80%) of the votes which all of the  stockholders  would be entitled to
         cast at an annual election of directors or class of directors shall be

<PAGE>

required to amend or repeal, or to adopt any provision  inconsistent  with, this
Article Eleventh.

2.  The  foregoing  amendments  to the  Corporation's  Restated  Certificate  of
Incorporation  were duly adopted by the Board of Directors and the  stockholders
of the Corporation in accordance with Section 242 of the General Corporation Law
of the State of Delaware.

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be executed and acknowledged as set forth below on this 24th day

of April, 1990.

                                            IOMEGA CORPORATION

                                            By: /s/   Fred Wenninger

                                            --------------------------------
                                            Fred Wenninger
                                            President and Chief Executive
                                            Officer

Attest: /s/  Paul D. Slack

        --------------------------------
        Paul D. Slack
        Senior Vice President
        Administration and Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               IOMEGA CORPORATION

                         Pursuant to Section 242 of the
                           General Corporation Law of

                              the State of Delaware

                         ------------------------------

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

1. The Restated  Certificate of Incorporation of the Corporation,  as filed with
the Delaware  Secretary of State on July 18, 1983, as amended to date, is hereby
further  amended  by (i)  deleting  Article  TENTH  in  its  entirety  and  (ii)
renumbering Article ELEVENTH as Article TENTH.

2.  The  foregoing  amendment  to  the  Corporation's  Restated  Certificate  of
Incorporation was duly adopted by the Board of Directors and the Stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

<PAGE>

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed  hereto and this  Certificate of Amendment to be signed by its President
and attested by its Secretary on this 20th day of April, 1993.

                                            IOMEGA CORPORATION

                                            By:    /s/   Fred Wenninger

                                            --------------------------------
                                            Fred Wenninger

                                            President and CEO

Attest:   /s/  Paul D. Slack

       --------------------------------
       Paul D. Slack
       Senior Vice President
       Administration and Secretary

[Corporate Seal]

<PAGE>

                                                         2

                               IOMEGA CORPORATION

                             CERTIFICATE OF DECREASE
                     OF NUMBER OF SHARES OF PREFERRED STOCK

                                  DESIGNATED AS
                      SERIES A CONVERTIBLE PREFERRED STOCK

                    AND SERIES B CONVERTIBLE PREFERRED STOCK

         Iomega  Corporation,   a  Delaware   corporation  (the  "Corporation"),
pursuant to authority  conferred upon the Board of Directors of the  Corporation
by the  Corporation's  Restated  Certificate of  Incorporation,  as amended (the
"Certificate  of  Incorporation"),  and in  accordance  with the  provisions  of
Section  151(g) of the General  Corporation  Law of the State of  Delaware  (the
"Delaware Law"),  certifies that the Board of Directors of the  Corporation,  by
unanimous written consent in accordance with Section 141(f) of the Delaware Law,
duly adopted the following resolutions:

     "RESOLVED:  That  no  shares  of the  Corporation's  Series  A  Convertible
Preferred  Stock (the "Series A Preferred  Stock") are outstanding and no shares
of  Series A  Preferred  Stock  will be issued  subject  to the  Certificate  of
Designation  previously  filed  with  respect  to such  series  (the  "Series  A
Certificate of Designation"); and that the proper officers of the Corporation be
and  hereby  are  authorized  and  directed  in the  name and on  behalf  of the
Corporation to execute and file a certificate with the Secretary of State of the
State of Delaware  pursuant to Section  151(g) of the Delaware Law setting forth
the text of this  resolution,  upon the  filing and  effectiveness  of which all
matters set forth in the Series A Certificate of Designation  shall be deemed to
have been  eliminated from the  Certificate of  Incorporation  and the 1,200,000
shares of Preferred Stock previously designated as Series A Preferred

<PAGE>

                           Stock  shall  resume  their  status  as  undesignated
                           shares  of  Preferred   Stock  available  for  future
                           issuance  in  accordance   with  the  Certificate  of
                           Incorporation.

     RESOLVED:  That  no  shares  of  the  Corporation's  Series  B  Convertible
Preferred  Stock (the "Series B Preferred  Stock") are outstanding and no shares
of  Series B  Preferred  Stock  will be issued  subject  to the  Certificate  of
Designation  previously  filed  with  respect  to such  series  (the  "Series  B
Certificate of Designation"); and that the proper officers of the Corporation be
and  hereby  are  authorized  and  directed  in the  name and on  behalf  of the
Corporation to execute and file a certificate with the Secretary of State of the
State of Delaware  pursuant to Section  151(g) of the Delaware Law setting forth
the text of this  resolution,  upon the  filing and  effectiveness  of which all
matters are set forth in the Series B Certificate of Designation shall be deemed
to have been eliminated from the  Certificate of  Incorporation  and the 250,000
shares of Preferred  Stock  previously  designated  as Series B Preferred  Stock
shall resume their status as  undesignated  shares of Preferred  Stock available
for future issuance in accordance with the Certificate of Incorporation."

IN WITNESS WHEREOF,  the Corporation has caused its corporate seal to be affixed
hereto  and this  Certificate  to be  signed by its  President  this 14th day of
December, 1995.

                                                     IOMEGA CORPORATION

                                                     By: /s/ Kim B. Edwards

                                                     ---------------------------
                                                     President

<PAGE>

                                                         2

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               IOMEGA CORPORATION

                         PURSUANT TO SECTION 242 OF THE
                          GENERAL CORPORATION OF LAW OF

                              THE STATE OF DELAWARE

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

1. The Restated  Certificate of Incorporation of the Corporation,  as filed with
the Delaware  Secretary of State on July 18, 1983, as amended to date, is hereby
further  amended  by  deleting  the first  paragraph  of  Article  FOURTH in its
entirety and replacing it with the following paragraph:

                  "FOURTH.  The total  number of shares of capital  stock of all
                  classes which the Corporation shall have authority to issue is
                  155,000,000  consisting of 150,000,000 shares of Common Stock,
                  $.03  1/3  par  value  per  share,  and  5,000,000  shares  of
                  Preferred Stock, $.01 par value per share."

<PAGE>

         2. The foregoing amendment to the Corporation's Restated Certificate of
Incorporation was duly adopted by the Board of Directors and the Stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed  hereto and this  Certificate of Amendment to be signed by its President
on this 26th day of January, 1996.

                                            IOMEGA CORPORATION

                                            By: /s/ Kim B. Edwards

                                            -------------------------------
                                            Kim B. Edwards

                                            President and CEO

<PAGE>

                                             CERTIFICATE OF AMENDMENT

                                                        OF

                                       RESTATED CERTIFICATE OF INCORPORATION

                                                        OF

                                                IOMEGA CORPORATION

                                              Pursuant to Section 242
                                         of the General Corporation Law of

                                                  THE STATE OF DELAWARE

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

         1. The Corporation's  Restated  Certificate of Incorporation,  as filed
with the Delaware  Secretary of State on July 18, 1993,  as amended to date,  is
hereby  further  amended as follows by deleting  the first  paragraph of Article
FOURTH in its entirety and replacing it with the following paragraph:

                  "FOURTH.  The total  number of shares of capital  stock of all
                  classes which the Corporation shall have authority to issue is
                  405,000,000, consisting of 400,000,000 shares of Common Stock,
                  $.03  1/3  par  value  per  share,  and  5,000,000  shares  of
                  Preferred Stock, $.01 par value per share."

         2. The foregoing amendment to the Corporation's Restated Certificate of
Incorporation was duly adopted by the Board of Directors and the stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

IN WITNESS WHEREOF,  the Corporation has caused this Certificate of Amendment to
be signed by its President this 22nd day of April, 1997.

                                                     IOMEGA CORPORATION

                                                   BY:      /S/ KIM B. EDWARDS
                                                              Kim B. Edwards

                      President and Chief Executive Officer

<PAGE>

                                                         1

                                             CERTIFICATE OF AMENDMENT

                                                        OF

                                       RESTATED CERTIFICATE OF INCORPORATION

                                                        OF

                                                IOMEGA CORPORATION

                                              Pursuant to Section 242
                                         of the General Corporation Law of

                                                  THE STATE OF DELAWARE

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

         1. The Corporation's  Restated  Certificate of Incorporation,  as filed
with the Delaware  Secretary of State on July 18, 1983,  as amended to date,  is
hereby further amended by inserting the following new Article ELEVENTH:

     "ELEVENTH:  This Article is inserted for the management of the business and
for the conduct of the affairs of the Corporation.

     SECTION 1. NUMBER OF DIRECTORS.  The number of directors  shall not be less
than three.  The exact number of directors  within the limitations  specified in
the preceding sentence shall be fixed from time to time pursuant to a resolution
adopted  by  the  Board  of  Directors  or as  provided  in the  By-laws  of the
Corporation.

     SECTION 2. CLASSES OF  DIRECTORS.  The Board of  Directors  shall be and is
divided into three classes:  Class I, Class II and Class III. No one class shall
have  more  than one  director  more  than any other  class.  If a  fraction  is
contained  in the  quotient  arrived at by  dividing  the  authorized  number of
directors by three,  then,  if such fraction is  one-third,  the extra  director
shall be a member of Class I, and if such  fraction  is  two-thirds,  one of the
extra  directors  shall be a member  of Class I and one of the  extra  directors
shall be a member of Class II,  unless  otherwise  provided from time to time by
resolution adopted by the Board of Directors.

<PAGE>

     SECTION 3.  ELECTION OF  DIRECTORS.  Elections of directors  need not be by
written  ballot  except as and to the  extent  provided  in the  By-laws  of the
Corporation.

     SECTION 4. TERMS OF OFFICE.  Each director shall serve for a term ending on
the date of the third annual meeting  following the annual meeting at which such
director was  elected;  PROVIDED,  that each  initial  director in Class I shall
serve for a term expiring at the Corporation's annual meeting held in 1998; each
initial   director  in  Class  II  shall  serve  for  a  term  expiring  at  the
Corporation's  annual meeting held in 1999;  and each initial  director in Class
III shall serve for a term expiring at the Corporation's  annual meeting held in
2000; PROVIDED, FURTHER, that the term of each director shall continue until the
election and  qualification of his successor and shall be subject to his earlier
death, resignation or removal.

     SECTION 5.  ALLOCATION OF DIRECTORS AMONG CLASSES IN THE EVENT OF INCREASES
OR  DECREASES  IN THE  NUMBER  OF  DIRECTORS.  In the event of any  increase  or
decrease in the authorized  number of directors,  (i) each director then serving
as such shall nevertheless  continue as a director of the class of which he is a
member until the  expiration of his current term,  subject to his earlier death,
resignation or removal,  and (ii) the newly created or eliminated  directorships
resulting  from such increase or decrease  shall be  apportioned by the Board of
Directors among the three classes of directors in accordance with the provisions
of Section 2 above.  To the extent  possible,  consistent with the provisions of
Section 2 above, any newly created directorships shall be added to those classes
whose  terms  of  office  are to  expire  at the  latest  dates  following  such
allocation,  and any newly  eliminated  directorships  shall be subtracted  from
those  classes  whose  terms of  offices  are to  expire at the  earliest  dates
following  such  allocation,  unless  otherwise  provided  from  time to time by
resolution adopted by the Board of Directors.

     SECTION 6. QUORUM;  ACTION AT MEETING.  A majority of the  directors at any
time in office shall constitute a quorum for the transaction of business. In the
event one or more of the directors shall be disqualified to vote at any meeting,
then the  required  quorum  shall be  reduced by one for each such  director  so
disqualified,  provided that in no case shall less than  one-third of the number
of directors fixed pursuant to

<PAGE>

     Section 1 above constitute a quorum. In the absence of a quorum at any such
meeting,  a majority of the directors  present may adjourn the meeting from time
to time without further notice other than  announcement at the meeting,  until a
quorum shall be present. Every act or decision done or made by a majority of the
directors  present at a meeting duly held at which a quorum is present  shall be
regarded  as the act of the  Board of  Directors  unless  a  greater  number  is
required by law, by the By-laws of the  Corporation  or by this  Certificate  of
Incorporation.

     SECTION 7. REMOVAL.  Directors of the  Corporation  may be removed only for
cause by the  affirmative  vote of the  holders  of at least  two-thirds  of the
shares of the  capital  stock of the  Corporation  issued  and  outstanding  and
entitled to vote.

     SECTION 8.  VACANCIES.  Unless and until  filled by the  stockholders,  any
vacancy  in the  Board of  Directors,  however  occurring,  including  a vacancy
resulting from an enlargement of the Board,  may be filled by vote of a majority
of the  directors  then in  office,  although  less than a quorum,  or by a sole
remaining  director.  A director  elected to fill a vacancy  shall be elected to
hold office until the next election of the class for which such  director  shall
have been chosen, subject to the election and qualification of his successor and
to his earlier death, resignation or removal.

     SECTION 9. AMENDMENTS TO ARTICLE.  Notwithstanding  any other provisions of
law, this Certificate of  Incorporation  or the By-laws of the Corporation,  and
notwithstanding  the fact that a lesser  percentage may be specified by law, the
affirmative  vote of the holders of at least eighty  percent (80%) of the shares
of capital stock of the Corporation  issued and outstanding and entitled to vote
shall be required  to amend or repeal,  or to adopt any  provision  inconsistent
with, this Article ELEVENTH."

         2. The foregoing amendment to the Corporation's Restated Certificate of
Incorporation was duly adopted by the Board of Directors and the stockholders of
the Corporation in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

<PAGE>

         IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate of
Amendment to be signed by the undersigned this 6th day of June, 1997.

                                                     IOMEGA CORPORATION

                                                    BY:   /S/ ROBERT J. SIMMONS

                                                       Name:  Robert J. Simmons
                                                        Title:    Treasurer

<PAGE>

                                            CERTIFICATE OF DESIGNATIONS

                                                        OF

                                   SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                                        OF

                                                IOMEGA CORPORATION

                                          ------------------------------

         Iomega Corporation, a corporation organized and existing under the laws
of  the  State  of  Delaware  (hereinafter  called  the  "Corporation"),  hereby
certifies that the following resolution was adopted by the Board of Directors of
the corporation at a meeting duly called and held on July 29, 1999:

         RESOLVED:  That pursuant to the authority  granted to and vested in the
Board  of  Directors  of the  Corporation  (hereinafter  called  the  "Board  of
Directors" or the "Board") in accordance  with the provisions of the Certificate
of Incorporation,  as amended, the Board of Directors hereby creates a series of
Preferred  Stock,  $.01 par value  per share  (the  "Preferred  Stock"),  of the
Corporation and hereby states the  designation  and number of shares,  and fixes
the relative rights, preferences and limitations thereof as follows:

         SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:

         SECTION 1.  DESIGNATION AND AMOUNT.  The shares of such series shall be
designated  as "Series A Junior  Participating  Preferred  Stock" (the "Series A
Preferred  Stock") and the number of shares  constituting the Series A Preferred
Stock shall be four  hundred  thousand  (400,000).  Such number of shares may be
increased  or  DECREASED  BY  RESOLUTION  OF THE  BOARD  OF  DIRECTORS  PRIOR TO
ISSUANCE; PROVIDED, that no decrease shall reduce the number of shares of Series
A Preferred  Stock to a number  less than the number of shares then  outstanding
plus the number of shares reserved for issuance upon the exercise of outstanding
options, rights or warrants or upon the conversion of any outstanding securities
issued by the Corporation convertible into Series A Preferred Stock.

         SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

         (A) Subject to the rights of the holders of any shares of any series of
Preferred  Stock (or any similar stock) ranking prior and superior to the Series
A Preferred  Stock with respect to dividends,  the holders of shares of Series A
Preferred  Stock,  in preference to the holders of Common Stock,  par value $.03
1/3 per share (the "Common Stock"), of the Corporation,  and of any other junior
stock,  shall be entitled to receive,  when,  as and if declared by the Board of
Directors out of funds of the Corporation  legally  available for the payment of
dividends,  quarterly  dividends  payable in cash on the last day of each fiscal
quarter of the Corporation in each year (each such date being referred to herein
as a "Quarterly  Dividend  Payment  Date"),  commencing  on the first  Quarterly
Dividend Payment Date after the first issuance of a share or fraction of a share
of Series A  Preferred  Stock,  in an amount per share  (rounded  to the nearest
cent)  equal to the  greater  of (a) $10 or (b)  subject  to the  provision  for
adjustment  hereinafter set forth, 1,000 times the aggregate per share amount of
all cash  dividends,  and 1,000 times the aggregate per share amount (payable in
kind) of all non-cash  dividends or other  distributions,  other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding  shares of
Common Stock (by  reclassification  or otherwise),  declared on the Common Stock
since the immediately preceding Quarterly Dividend Payment Date or, with respect
to the first Quarterly  Dividend  Payment Date,  since the first issuance of any
share or  fraction  of a share of  Series A  Preferred  Stock.  In the event the
Corporation  shall at any time  declare or pay any  dividend on the Common Stock
payable  in shares of Common  Stock,  or effect a  subdivision,  combination  or
consolidation of the outstanding shares of Common Stock (by  reclassification or
otherwise  than by  payment  of a  dividend  in shares of Common  Stock)  into a
greater or lesser number of shares of Common  Stock,  then in each such case the
amount to which  holders of shares of Series A  Preferred  Stock  were  entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction,  the numerator of which is
the number of shares of Common Stock  outstanding  immediately  after such event
and the  denominator  of which is the number of shares of Common Stock that were
outstanding  immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred  Stock payable
in shares of Series A Preferred  Stock, or effect a subdivision,  combination or
consolidation  of the  outstanding  shares  of  Series  A  Preferred  Stock  (by
reclassification  or otherwise than by payment of a dividend in shares of Series
A  Preferred  Stock)  into a  greater  or  lesser  number  of shares of Series A
Preferred Stock, then in each such case the amount to which holders of shares of
Series A Preferred  Stock were  entitled  immediately  prior to such event under
clause (b) of the first  sentence  of this  Section  2(A) shall be  adjusted  by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares of Series A Preferred Stock that were  outstanding  immediately  prior to
such  event  and the  denominator  of which is the  number of shares of Series A
Preferred Stock outstanding immediately after such event.

         (B) The  Corporation  shall declare a dividend or  distribution  on the
Series  A  Preferred  Stock  as  provided  in  paragraph  (A)  of  this  Section
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend  payable in shares of Common  Stock) and the  Corporation
shall pay such dividend or  distribution  on the Series A Preferred Stock before
the dividend or distribution  declared on the Common Stock is paid or set apart;
provided that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period  between any  Quarterly  Dividend  Payment
Date and the next subsequent  Quarterly Dividend Payment Date, a dividend of $10
per share on the Series A Preferred Stock shall  nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

         (C) Dividends  shall begin to accrue and be  cumulative on  outstanding
shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next
preceding  the date of issue of such  shares,  unless  the date of issue of such
shares is prior to the  record  date for the first  Quarterly  Dividend  Payment
Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such  shares,  or unless the date of issue is a  Quarterly  Dividend
Payment Date or is a date after the record date for the determination of holders
of shares of Series A Preferred  Stock entitled to receive a quarterly  dividend
and before such Quarterly  Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Preferred  Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall be
allocated pro rata on a  share-by-share  basis among all such shares at the time
outstanding.  The Board of Directors may fix a record date for the determination
of holders of shares of Series A Preferred  Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not more
than 60 days prior to the date fixed for the payment thereof.

         SECTION 3. VOTING RIGHTS.  The holders of shares of Series A Preferred
         Stock shall have the following voting rights:

         (A) Subject to the provision for adjustment hereinafter set forth, each
share of Series A  Preferred  Stock shall  entitle  the holder  thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock  payable in shares of Common  Stock,  or effect a  subdivision,
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the  number of votes per share to which  holders of shares of Series A
Preferred Stock were entitled  immediately prior to such event shall be adjusted
by multiplying  such number by a fraction,  the numerator of which is the number
of shares of Common  Stock  outstanding  immediately  after  such  event and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding  immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred  Stock payable
in shares of Series A Preferred  Stock, or effect a subdivision,  combination or
consolidation  of the  outstanding  shares  of  Series  A  Preferred  Stock  (by
reclassification  or otherwise than by payment of a dividend in shares of Series
A  Preferred  Stock)  into a  greater  or  lesser  number  of shares of Series A
Preferred  Stock,  then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event  shall be  adjusted by  multiplying  such  amount by a fraction,  the
numerator of which is the number of shares of Series A Preferred Stock that were
outstanding  immediately prior to such event and the denominator of which is the
number of shares of Series A Preferred Stock outstanding  immediately after such
event.

         (B)  Except  as  otherwise  provided  herein,  in  the  Certificate  of
Incorporation  or by law, the holders of shares of Series A Preferred  Stock and
the  holders  of  shares of Common  Stock  and any  other  capital  stock of the
Corporation having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

         (C) (i) If at any time dividends on any Series A Preferred  Stock shall
be in arrears in an amount equal to six quarterly dividends thereon, the holders
of the Series A  Preferred  Stock,  voting as a separate  series  from all other
series of  Preferred  Stock and classes of capital  stock,  shall be entitled to
elect two members of the Board of Directors in addition to any Directors elected
by any other series, class or classes of securities and the authorized number of
Directors will automatically be increased by two. Promptly thereafter, the Board
of Directors of the Corporation  shall,  as soon as may be  practicable,  call a
special  meeting  of  holders  of Series A  Preferred  Stock for the  purpose of
electing such members of the Board of Directors.  Such special  meeting shall in
any event be held within 45 days of the occurrence of such arrearage.

                  (ii)  During any period when the holders of Series A Preferred
Stock,  voting as a separate series,  shall be entitled and shall have exercised
their  right to elect two  Directors,  then,  and during such time as such right
continues,  (a) the then  authorized  number of Directors  shall be increased by
two, and the holders of Series A Preferred  Stock,  voting as a separate series,
shall be entitled to elect the  additional  Directors  so provided  for, and (b)
each such additional Director shall not be a member of any existing class of the
Board  of  Directors,   but  shall  serve  until  the  next  annual  meeting  of
stockholders  for the election of  Directors,  or until his  successor  shall be
elected and shall  qualify,  or until his right to hold such  office  terminates
pursuant to the provisions of this Section 3(C).

                  (iii) A Director  elected  pursuant to the terms hereof may be
removed  with or  without  cause by the  holders  of  Series A  Preferred  Stock
entitled to vote in an election of such Director.

                  (iv) If,  during  any  interval  between  annual  meetings  of
stockholders  for the  election of  Directors  and while the holders of Series A
Preferred  Stock  shall be  entitled  to elect two  Directors,  there is no such
Director in office by reason of resignation,  death or removal,  then,  promptly
thereafter,  the Board of Directors  shall call a special meeting of the holders
of Series A  Preferred  Stock for the purpose of filling  such  vacancy and such
vacancy shall be filled at such special  meeting.  Such special meeting shall in
any event be held within 45 days of the occurrence of such vacancy.

                  (v) At such  time as the  arrearage  is fully  cured,  and all
dividends  accumulated  and  unpaid on any  shares of Series A  Preferred  Stock
outstanding are paid, and, in addition  thereto,  at least one regular  dividend
has been paid  subsequent  to curing such  arrearage,  the term of office of any
Director  elected  pursuant  to  this  Section  3(C),  or his  successor,  shall
automatically   terminate,   and  the  authorized   number  of  Directors  shall
automatically  decrease  by two,  the rights of the holders of the shares of the
Series A Preferred  Stock to vote as provided in this  Section 3(C) shall cease,
subject to renewal from time to time upon the same terms and conditions, and the
holders of shares of the Series A  Preferred  Stock  shall have only the limited
voting rights elsewhere herein set forth.

         (D)  Except as set  forth  herein,  or as  otherwise  provided  by law,
holders of Series A  Preferred  Stock  shall have no special  voting  rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

         SECTION 4. CERTAIN RESTRICTIONS.

         (A) Whenever  quarterly  dividends or other dividends or  distributions
payable on the Series A Preferred Stock as provided in Section 2 are in arrears,
thereafter and until all accrued and unpaid dividends and distributions, whether
or not declared,  on shares of Series A Preferred Stock  outstanding  shall have
been paid in full, the Corporation shall not:

                  (i) declare or pay dividends, or make any other distributions,
on  any  shares  of  stock  ranking  junior  (either  as to  dividends  or  upon
liquidation, dissolution or winding up) to the Series A Preferred Stock;

                  (ii)   declare   or  pay   dividends,   or  make   any   other
distributions,  on any  shares  of  stock  ranking  on a  parity  (either  as to
dividends  or upon  liquidation,  dissolution  or winding  up) with the Series A
Preferred  Stock,  except dividends paid ratably on the Series A Preferred Stock
and all such  parity  stock on which  dividends  are  payable  or in  arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;

                  (iii)   redeem  or   purchase   or   otherwise   acquire   for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation,  dissolution  or  winding  up) to the  Series  A  Preferred  Stock,
provided  that the  Corporation  may at any time  redeem,  purchase or otherwise
acquire  shares of any such junior  stock in exchange for shares of any stock of
the  Corporation  ranking  junior  (either as to dividends or upon  dissolution,
liquidation or winding up) to the Series A Preferred Stock; or

                  (iv) redeem or purchase or otherwise acquire for consideration
any shares of Series A  Preferred  Stock,  or any  shares of stock  ranking on a
parity with the Series A Preferred  Stock,  except in accordance with a purchase
offer  made  in  writing  or by  publication  (as  determined  by the  Board  of
Directors)  to all  holders  of such  shares  upon  such  terms as the  Board of
Directors, after consideration of the respective annual dividend rates and other
relative  rights and  preferences  of the respective  series and classes,  shall
determine in good faith will result in fair and  equitable  treatment  among the
respective series or classes.

         (B) The Corporation  shall not permit any subsidiary of the Corporation
to purchase or otherwise  acquire for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

         SECTION 5.  REACQUIRED  SHARES.  Any shares of Series A Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof. All such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Certificate  of  Incorporation,  or in any  other  Certificate  of  Designations
creating  a series  of  Preferred  Stock or any  similar  stock or as  otherwise
required by law.

         SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

         (A) Upon any liquidation, dissolution or winding up of the Corporation,
no  distribution  shall be made (1) to the  holders  of shares of stock  ranking
junior (either as to dividends or upon  liquidation,  dissolution or winding up)
to the Series A Preferred Stock unless,  prior thereto, the holders of shares of
Series A Preferred  Stock shall have  received  $1000 per share,  plus an amount
equal to accrued and unpaid dividends and distributions thereon,  whether or not
declared,  to the date of such  payment,  provided that the holders of shares of
Series A Preferred  Stock shall be entitled to receive an  aggregate  amount per
share,  subject to the provision for adjustment  hereinafter set forth, equal to
1,000  times the  aggregate  amount to be  distributed  per share to  holders of
shares of Common  Stock,  or (2) to the holders of shares of stock  ranking on a
parity (either as to dividends or upon  liquidation,  dissolution or winding up)
with the Series A Preferred  Stock,  except  distributions  made  ratably on the
Series A Preferred  Stock and all such parity stock in  proportion  to the total
amounts  to which  the  holders  of all  such  shares  are  entitled  upon  such
liquidation, dissolution or winding up.

         (B) Neither the consolidation,  merger or other business combination of
the Corporation with or into any other corporation nor the sale, lease, exchange
or  conveyance  of all or any part of the  property,  assets or  business of the
Corporation  shall be deemed to be a  liquidation,  dissolution or winding up of
the Corporation for purposes of this Section 6.

         (C) In the event the  Corporation  shall at any time declare or pay any
dividend  on the Common  Stock  payable in shares of Common  Stock,  or effect a
subdivision,  combination or consolidation  of the outstanding  shares of Common
Stock (by  reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the  aggregate  amount to which  holders of shares of Series A
Preferred Stock were entitled  immediately prior to such event under the proviso
in  clause  (1) of  paragraph  (A) of  this  Section  6  shall  be  adjusted  by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding  immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred  Stock payable
in shares of Series A Preferred  Stock, or effect a subdivision,  combination or
consolidation  of the  outstanding  shares  of  Series  A  Preferred  Stock  (by
reclassification  or otherwise than by payment of a dividend in shares of Series
A  Preferred  Stock)  into a  greater  or  lesser  number  of shares of Series A
Preferred Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the  proviso in clause  (1) of  paragraph  (A) of this  Section 6 shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Series A Preferred Stock that were  outstanding  immediately
prior to such  event  and the  denominator  of which is the  number of shares of
Series A Preferred Stock outstanding immediately after such event.

         SECTION 7. CONSOLIDATION,  MERGER, ETC. Notwithstanding anything to the
contrary  contained  herein,  in case  the  Corporation  shall  enter  into  any
consolidation,  merger,  combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or  securities,  cash
and/or  any  other  property,  then in any such  case  each  share  of  Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount of stock, securities,  cash and/or any
other  property  (payable in kind),  as the case may be, into which or for which
each share of Common Stock is changed or exchanged. In the event the Corporation
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision, combination or consolidation of
the outstanding shares of Common Stock (by reclassification or otherwise than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common  Stock,  then in each such case the  amount set forth in the
preceding  sentence with respect to the exchange or change of shares of Series A
Preferred Stock shall be adjusted by multiplying such amount by a fraction,  the
numerator  of  which  is the  number  of  shares  of  Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event. In
the event the  Corporation  shall at any time declare or pay any dividend on the
Series A  Preferred  Stock  payable in shares of Series A  Preferred  Stock,  or
effect a subdivision,  combination or consolidation of the outstanding shares of
Series A Preferred Stock (by  reclassification or otherwise than by payment of a
dividend in shares of Series A Preferred  Stock) into a greater or lesser number
of shares of Series A  Preferred  Stock,  then in each such case the  amount set
forth in the first  sentence of this  Section 7 with  respect to the exchange or
change of shares of Series A Preferred  Stock  shall be adjusted by  multiplying
such amount by a  fraction,  the  numerator  of which is the number of shares of
Series A Preferred Stock that were outstanding  immediately  prior to such event
and the denominator of which is the number of shares of Series A Preferred Stock
outstanding immediately after such event.

         SECTION 8. NO REDEMPTION. The shares of Series A Preferred Stock shall
         not be redeemable.

         SECTION 9. RANK. The Series A Preferred  Stock shall rank, with respect
to the payment of dividends and the distribution of assets, junior to all series
of any other class of the  Preferred  Stock  issued  either  before or after the
issuance  of the Series A Preferred  Stock,  unless the terms of any such series
shall provide otherwise.

         SECTION 10. AMENDMENT. At such time as any shares of Series A Preferred
Stock are  outstanding,  the Certificate of  Incorporation,  as amended,  of the
Corporation  shall not be amended in any manner which would  materially alter or
change the powers, preferences or special rights of the Series A Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of at
least two-thirds of the outstanding  shares of Series A Preferred Stock,  voting
together as a single class.

         SECTION 11. FRACTIONAL  SHARES.  Series A Preferred Stock may be issued
in fractions of a share which shall  entitle the holder,  in  proportion to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,
participate in distributions and have the benefit of all other rights of holders
of Series A Preferred Stock.

         IN WITNESS  WHEREOF,  this  Certificate of  Designations is executed on
behalf of the Corporation by its Chief Executive  Officer this 29th day of July,
1999.

                                                     IOMEGA CORPORATION

                                                     BY:     /S/ JODIE K. GLORE

                                                     NAME:  JODIE K. GLORE

                                                     TITLE:    PRESIDENT AND CEO
<PAGE>

                               IOMEGA CORPORATION

                           CERTIFICATE OF ELIMINATION
                          OF SHARES OF PREFERRED STOCK

                                  DESIGNATED AS
                  SERIES C JUNIOR PARTICIPATING PREFERRED STOCK

         Iomega  Corporation,   a  Delaware   corporation  (the  "Corporation"),
pursuant to authority  conferred upon the Board of Directors of the  Corporation
by the  Corporation's  Restated  Certificate of  Incorporation,  as amended (the
"Certificate  of  Incorporation"),  and in  accordance  with the  provisions  of
Section  151(g) of the General  Corporation  Law of the State of  Delaware  (the
"Delaware  Law"),  certifies that the Board of Directors of the Corporation duly
adopted the following resolution:

     "RESOLVED:   That  no   shares  of  the   Corporation's   Series  C  Junior
Participating  Preferred  Stock (the "Series  --------- C Preferred  Stock") are
outstanding  and no shares of Series C Preferred Stock will be issued subject to
the Certificate of Designation previously filed with respect to such series (the
"Series C  Certificate  of  Designation");  and that the proper  officers of the
Corporation  be and hereby are authorized and directed in the name and on behalf
of the Corporation to execute and file a certificate with the Secretary of State
of the State of Delaware  pursuant to Section 151(g) of the Delaware Law setting
forth the text of this  resolution,  upon the filing and  effectiveness of which
all matters set forth in the Series C Certificate of Designation shall be deemed
to have been eliminated from the  Certificate of  Incorporation  and the 250,000
shares of Preferred  Stock  previously  designated  as Series C Preferred  Stock
shall resume their status as  undesignated  shares of Preferred  Stock available
for future issuance in accordance with the Certificate of Incorporation."

         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
signed by its President this 31st day of May, 2000.

                                                              IOMEGA CORPORATION

                                    BY:   /S/BRUCE R. ALBERTSON
                                    NAME:  BRUCE R. ALBERTSON
                                    TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER

<PAGE>