Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                       TO
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            THERMO VISION CORPORATION

                         Pursuant to Section 242 of the
                    Corporation Law of the State of Delaware



             THERMO   VISION   CORPORATION   (hereinafter   called    the

        "Corporation"), organized and existing under and by virtue of the

        General Corporation Law  of the State  of Delaware (the  "General

        Corporation Law"), does hereby certify as follows:


             The Board of Directors of the Corporation, at a meeting held

        on November  24,  1997,  duly adopted  resolutions,  pursuant  to

        Section 242  of the  General Corporation  Law, setting  forth  an

        amendment  to   the   Amended   and   Restated   Certificate   of


        Incorporation of the Corporation and declaring said amendment  to

        be advisable.  The stockholders of the Corporation duly  approved

        said proposed  amendment by  written consent  in accordance  with

        Sections 228(a) and  242  of  the General  Corporation  Law,  and


        written notice of such consent has been given to all stockholders

        who have  not  consented  in  writing to  said  amendment.    The

        resolutions setting forth the amendment are as follows:

        RESOLVED:      That Article FOURTH  of the  Amended and  Restated
                       Certificate of Incorporation of the Corporation be
                       and hereby  is deleted  in  its entirety  and  the
                       following new Article FOURTH shall be inserted  in
                       lieu thereof:
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                       "FOURTH:  (a)   The  total  number  of  shares  of
                       capital stock which the Corporation shall have the
                       authority to issue is fifty million  (50,000,000),
                       and the par value  of each of  such shares is  one
                       cent ($.01), amounting  in the  aggregate to  five
                       hundred thousand  dollars  ($500,000)  of  capital
                       stock.

                            (b)   All  shares  of capital  stock  of  the
                       Corporation issued  by  the  Corporation  upon  or
                       before   occurrence   of    the   dividend    (the
                       "Distribution") of such shares of capital stock by
                       Thermo Optek Corporation, a Delaware  corporation,
                       to  its  shareholders  (the  "Restricted  Shares")
                       shall be subject to the following restriction:

                       The  holder  shall  not  sell,  assign,  transfer,
                       pledge, hypothecate  or otherwise  dispose of,  by
                       operation of  law  or  otherwise,  any  Restricted
                       Shares (except that  (i) Thermo Optek  Corporation
                       may  distribute  the  Restricted  Shares  to   its
                       shareholders in  the  Distribution  and  (ii)  the
                       Corporation's   Distribution   agent   may    sell
                       fractions of Restricted Shares in order to provide
                       shareholders of Thermo Optek Corporation with cash
                       in lieu  of fractional  Restricted Shares  in  the
                       Distribution), until the sooner to occur of (i) 60
                       days  following  the  date  of  execution  of   an
                       underwriting  agreement  in  connection  with  the
                       Corporation's initial underwritten public offering
                       following  the  date  on  which  the  Registration
                       Statement  with  respect   to  such  offering   is
                       declared effective by the Securities and  Exchange
                       Commission or (ii)  March 1,  1998 (the  "Transfer
                       Restriction").

                       For  purposes  of  clarifying  the  scope  of  the
                       Transfer Restriction, all shares of capital  stock
                       of the Corporation issued by the Corporation after
                       the Distribution  shall  not  be  subject  to  the
                       Transfer Restriction."

             IN WITNESS WHEREOF, the Corporation has caused its corporate
        seal to  be affixed  and  this Certificate  of Amendment  to  the
        Certificate of Incorporation,  as amended,  to be  signed by  its
        Secretary on this the 9th day of December, 1997.

                                           THERMO VISION CORPORATION


                                           By: /s/Sandra L. Lambert
                                              ---------------------------
                                                  Sandra L. Lambert,
                                                  Secretary