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EXHIBIT 3.4

CERTIFICATE OF AMENDMENT

OF


CERTIFICATE OF INCORPORATION


OF


QLOGIC CORPORATION


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

FIRST: That at a meeting of the Board of
Directors of the Corporation, resolutions were duly adopted
setting forth a proposed amendment of the Certificate of
Incorporation of the Corporation, declaring said amendment to be
advisable and calling a special meeting of the stockholder of
the Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:



| |                                                                                                                   
| | ------------------------------------------------------------------------------------------------------------------
| | RESOLVED, that Article IV of the
    Corporations Certificate of Incorporation be amended to
    read as follows:

ARTICLE IV

Authorized Capital Stock




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The corporation is authorized to issue two
    classes of capital stock, designated Common Stock and Preferred
    Stock. The amount of total authorized capital stock of the
    corporation is 13,500,000 shares, divided into
    12,500,000 shares of Common Stock, par value $0.10 per
    share, and 1,000,000 shares of Preferred Stock, par value
    $0.10 per share. Upon the effectiveness of the Amendment, each
    two outstanding shares of Common Stock, par value $.10 per
    share, shall be converted and changed into one share of Common
    Stock, par value $0.10 per share.                                                                                                                                                                                                                                                                           
|
| | The shares of Preferred Stock may be issued from
    time to time in one or more series. The board of directors is
    hereby authorized to fix by resolution or resolutions the
    designations and the powers, preferences and relative,
    participating, optional or other special rights, and
    qualifications, limitations or restrictions of any series of
    shares of Preferred Stock, including without limitation the
    dividend rate, conversion rights, redemption price, voting
    rights and liquidation preference, of any such series, and to
    fix the number of shares constituting such series, and to
    increase or decrease the number of shares of any such series
    (but not below the number of shares thereof then outstanding).
    In case the number of shares of any such series shall be so
    decreased, the shares constituting





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| |                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | such decrease shall resume
    the status which they had prior to the adoption of the
    resolution or resolutions originally fixing the number of shares
    of such series.

SECOND: That in lieu of a meeting and vote of the
stockholder of the Corporation to approve the above-referenced
amendment, the holder of all of the outstanding stock of the
Corporation has consented to said amendment in writing, pursuant
to the requirements of Section 228 of the General
Corporation Law of the State of Delaware.

THIRD: That said amendment was duly adopted in
accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused
this certificate to be signed by Melvin G. Gable, its President
and Chief Executive Officer, and Michael Manning, its Secretary
and Treasurer, this 24th day of February, 1994.



| |                                       |                    
| | ------------------------------------- | -------------------
| | By:                                   | /s/ Melvin G. Gable
| | Melvin G. Gable,                     
| | President and Chief Executive Officer



|                        | 
|----------------------- | 
|Attest:                 | 
|                       
|/s/ Michael Manning     | 
|Michael Manning,        | 
|Secretary and Treasurer | 

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