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>



                                       -4-


         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  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>



         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>



                                      -21-

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 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, 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 be outstanding, 
                                 reserve and keep available out of its 
                                 authorized but unissued stock, for the pur-


<PAGE>


                                 pose 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   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  forconversion 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>




                           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>



                                       -9-


         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  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 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>



                                                            -4-

               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 Chief Executive Officer

Attest:   /s/  Paul D. Slack
       --------------------------------
       Paul D. Slack
       Senior Vice President
       Administration and Secretary

[Corporate Seal]




<PAGE>




                               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>



                                                            -2-

          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>



                            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 Chief Executive Officer






<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>




                            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>




                                                            -4-


                    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