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                                                                     Exhibit 4.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               ANALEX CORPORATION

     Pursuant to Section 242 of the General Corporation Law of Delaware, Analex
Corporation (the "Corporation"), a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the "DGCL"),
does hereby certify, pursuant to Section 242 of the DGCL:

     FIRST: That Article FOURTH of the Corporation's Certificate of
Incorporation is hereby amended by deleting in its entirety said Article FOURTH
and replacing said Article with the following:

     "FOURTH: The total number of shares of capital stock of the Corporation
     that the Corporation shall have authority to issue is One Hundred Million
     (100,000,000), of which Sixty Five Million (65,000,000) shares having a par
     value of $0.02 per share shall be designated as Common Stock and Thirty
     Five Million (35,000,000) shares having a par value of $0.02 shall be
     designated as Preferred Stock.

     Common Stock

     The shares of Common Stock shall be alike and equal in all respects and
     shall have one vote for each share. After any requirements with respect to
     preferential dividends, if any, on the Preferred Stock have been met, then,
     and not otherwise, dividends payable in cash or in any other medium may be
     declared by the Board of Directors and paid on the shares of Common Stock.
     After distribution in full of the preferential amount, if any, to be
     distributed to the holders of Preferred Stock in the event of voluntary or
     involuntary liquidation, dissolution, distribution of assets or winding-up
     of the Corporation, the holders of the Common Stock shall be entitled to
     receive all of the remaining assets of the Corporation of whatever kind
     available for distribution to stockholders ratably in proportion to number
     of shares of Common Stock held by them respectively.

     Preferred Stock

     The designations, powers, preferences, rights, qualifications, limitations
     and restrictions of the Preferred Stock are as follows:

     The Preferred Stock may be issued in one or more series at such time or
     times and for such consideration or considerations as the Board of
     Directors may determine pursuant to a resolution or resolutions providing
     for such issuance duly adopted by the Board of Directors (authority to do
     so being hereby expressly vested in the Board of Directors) and such
     resolution or resolutions shall also set forth, if applicable, with respect
     to each such series of Preferred Stock, the following:

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          (1)  The distinctive designation, stated value and number of shares
               comprising such series, which number may (except where otherwise
               provided by the Board of Directors in creating such series) be
               increased or decreased (but not below the number of shares then
               outstanding) from time to time by action of the Board of
               Directors;

          (2)  The rate of dividend, if any, on the shares of that series,
               whether dividends shall be cumulative and, if so, from which
               date, and the relative rights of priority, if any, of payment of
               dividends on shares of that series over shares of any other
               series;

          (3)  Whether the shares of that series shall be redeemable and, if so,
               the terms and conditions of such redemption, including the date
               upon or after which they shall be redeemable, and the amount per
               share payable in case of redemption, which amount may vary under
               different conditions and at different redemption dates, or the
               property or rights, including securities of any other
               corporation, payable in case of redemption;

          (4)  Whether that series shall have a sinking fund for the redemption
               or purchase of shares of that series and, if so, the terms and
               amounts payable into such sinking fund;

          (5)  The rights to which the holders of the shares of that series
               shall be entitled in the event of voluntary or involuntary
               liquidation, dissolution, distribution of assets or winding-up of
               the Corporation, and the relative rights of priority, if any, of
               payment of shares of that series;

          (6)  Whether the shares of that series shall be convertible into or
               exchangeable for shares of capital stock of any class or any
               other series of Preferred Stock and, if so, the terms and
               conditions of such conversion or exchange including the rate of
               conversion or exchange, the date upon or after which they shall
               be convertible or exchangeable, the duration for which they shall
               be convertible or exchangeable, the event upon or after which
               they shall be convertible or exchangeable, at whose option they
               shall be convertible or exchangeable, and the method of adjusting
               the rate of conversion or exchange in the event of a stock split,
               stock dividend, combination of shares or similar event;

          (7)  Whether the shares of that series shall have voting rights in
               addition to the voting rights provided by law and, if so, the
               terms of such voting rights;

          (8)  Whether the issuance of any additional shares of such series, or
               of any shares of any other series shall be subject to
               restrictions as to issuance, or as to the powers, preferences or
               rights of any such other series; and

          (9)  Any other preferences, privileges and powers, and relative,
               participating, optional or other special rights, and
               qualification, limitation or restriction of such series, as the
               Board of Directors may deem advisable and as shall

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               not be inconsistent with the provisions of this Certificate of
               Incorporation and to the full extent now or hereafter permitted
               by the laws of the State of Delaware."

     SECOND: That the Board of Directors of the Corporation, at a meeting of the
Board of Directors on             , 2003, authorized and approved the above
                      ------------
amendment and recommended the same for approval by the stockholders of the
Corporation in accordance with Section 242 of the DGCL.

     THIRD: That the stockholders of the Corporation, at a special meeting of
the stockholders on             , 2003, by a majority of the outstanding shares
                    ------------
entitled to vote thereon, authorized, ratified, and approved the above
amendment, in accordance with Section 242 of the DGCL.

     The Corporation has caused this Certificate of Amendment to the Certificate
of Incorporation to be signed by its Chief Executive Officer and attested by its
Secretary the      day of                  , 2003.
              ----        -----------------

                                              ANALEX CORPORATION


                                              By:
                                                  ------------------------------
                                                  Sterling E. Phillips, Jr.,
                                                  Chief Executive Officer


                                              ATTEST:


                                              By:
                                                  ------------------------------
                                                  Ronald B. Alexander, Secretary

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