CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                              BIG CITY BAGELS, INC.

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                            Under Section 805 of the
                            Business Corporation Law
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     Big City Bagels, Inc. (the "Corporation"), by its Chairman of the Board and
Secretary, hereby certifies as follows:

     1. The name of the Corporation is Big City Bagels, Inc.

     2. The Corporation's  original  Certificate of Incorporation was filed with
the  Department of State of the State of New York on December 14, 1992,  and the
Corporation's   Restated   Certificate  of  Incorporation  was  filed  with  the
Department of State of the State of New York on February 2, 1996.

     3. The text of the  Certificate  of  Incorporation  is  hereby  amended  to
include a provision  to  implement  a  one-for-five  reverse  stock split of the
outstanding shares of Common Stock.

     4. In order to effect the change set forth in  paragraph 3 above,  the text
of paragraph (a) to Article Fourth of the  Certificate of  Incorporation  of the
Corporation is hereby amended to read in full as follows:

     "FOURTH:  (a) The aggregate number of shares of stock which the Corporation
shall have  authority to issue is  26,000,000  shares,  consisting of 25,000,000
shares,  with a par value of $.001 per share,  classified  as common shares (the
"Common  Stock"),  and  1,000,000  shares,  with a par value of $.001 per share,
classified as preferred shares (the "Preferred Stock").



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     Each five shares of Common  Stock,  par value  $.001 per share,  issued and
outstanding  immediately  prior to the  effective  date of this  Certificate  of
Amendment  shall,  without  any  action on the part of the  holder  thereof,  be
reclassified and changed into one fully paid and  nonassessable  share of Common
Stock, par value $.001 per share, and each holder of record of a certificate for
shares of Common Stock as of the close of business on the effective  date of the
Certificate of Amendment  shall be entitled to receive,  as soon as practicable,
and  upon  surrender  of  such   certificate,   a  certificate  or  certificates
representing  one share of Common  Stock  for each five  shares of Common  Stock
represented by the  certificate  of such holder,  with the next higher number of
whole shares being issued in lieu of fractional shares.

     The  number,  par value and class of the issued  shares  changed and issued
shares  resulting from the change (plus such greater number of shares which will
result from rounding) are as follows:


Shares                        Number            Par Value              Class
------                        ------            ---------              -----
Issued shares changed       7,218,208        $.001 per share           Common
Issued shares resulting     1,443,642        $.001 per share           Common
  from change


     The number,  par value and class of the  unissued  shares of Common  Stock,
$.001 par value,  shall be unchanged,  except that the number of unissued shares
shall  increase  as a result of the  reduction  in the  number of issued  shares
resulting  from the change in issued  shares  effected  by this  Certificate  of
Amendment.

     5. This Amendment to the Certificate of Incorporation was authorized by all
of the members of the Board of Directors of the Corporation at a meeting held on
June 19, 1998.

     6. Subsequent to the authorization by the Board of Directors, the amendment
to  the  Certificate  of  Incorporation  was  approved  and  authorized  by  the
affirmative  vote of the holders of a majority of all of the outstanding  shares



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of Common  Stock of the  Corporation  entitled to vote at the Annual  Meeting of
Shareholders held on June 19, 1998.

     IN WITNESS  WHEREOF,  this Certificate of Amendment has been signed by Mark
Weinreb, its Chairman of the Board, and Howard J. Fein, its Assistant Secretary,
this 19th day of June, 1998, and they affirm the statements contained herein are
true under penalties of perjury.

                                             /s/ Mark Weinreb
                                           ___________________________________
                                           Mark Weinreb, Chairman of the Board
                                           and Chief Executive Officer

                                             /s/ Howard J. Fein
                                           ___________________________________  
                                           Howard J. Fein, Assistant Secretary



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