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                                                                   EXHIBIT 3.1.4


                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                             THE CERPLEX GROUP, INC.


               The undersigned, the President and Secretary of The Cerplex
Group, Inc. a Delaware corporation (the "Corporation"), do hereby certify as
follows:

               1. The Board of Directors of The Cerplex Group, Inc. duly adopted
a resolution, in accordance with Section 242 of the General Corporation Law of
the State of Delaware, to amend the Certificate of Incorporation of The Cerplex
Group, Inc. to effect a one-for-ten reverse stock split on the Common Stock and
declaring the advisability thereof.

               2. At the Special Meeting of Stockholders held on October 5,
1998, dully called and held in accordance with the provisions of Section 222 of
the General Corporation Law of the State of Delaware, a majority of the shares
of the outstanding stock entitled to vote thereon, and a majority of the
outstanding stock of each class entitled to vote thereon as a class, were voted
in favor of such amendment in accordance with Section 242 of the General
Corporation Law of the State of Delaware.

               3. Paragraph (A) of Article Fourth of the Certificate of
Incorporation of the Corporation is hereby amended in its entirety to read as
follows:

        "(A) The total number of shares of all classes of stock which the
        Company shall have authority to issue is 76,000,000 shares, consisting
        of 75,000,000 shares of Common Stock $0.03 par value, and 1,000,000
        shares of Preferred Stock, $0.01 par value. Upon amendment of this
        Article as herein set forth (the "Effective Date"), each ten (10) shares
        of Common Stock issued and outstanding on the Effective Date (the "Old
        Common Stock") shall be converted into one (1) share of Common Stock
        (the "New Common Stock"), subject to the treatment of fractional share
        interests as described below. A holder of each such 10 shares of Old
        Common Stock shall be entitled to receive upon surrender of the
        certificates representing such Old Common Stock (the "Old Certificates,"
        whether one or more) to the Company's Transfer Agent for cancellation, a
        certificate or certificates (the "New Certificates," whether one or
        more) representing the number of whole shares of the New Common Stock
        into which and for which the shares of


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the Old Common Stock formerly represented by such Old Certificates so
surrendered, are reclassified under the terms hereof. From and after the
Effective Date, Old Certificates shall represent only the right to receive New
Certificates pursuant to the provisions hereof. No certificates or scrip
representing fractional share interests in New Common Stock will be issued, and
no such fractional share interest will entitle the holder thereof to vote, or to
any rights of a shareholder of the Company. In lieu of any such fractional
shares, each holder of Common Stock who would otherwise have been entitled to a
fraction of a share of Common Stock upon surrender of such holder's Certificates
will be entitled to receive a cash payment (without interest) determined by
multiplying (i) ten, (ii) the fractional interest to which such holder would
otherwise be entitled (after taking into account all shares of Old Common Stock
then held of record by such holder) and (iii) the average last sale price of
shares of Old Common Stock for the 20 trading days immediately prior to the
Effective Date or, if no such sale takes place on such days, the average of the
closing bid and asked prices thereof for such days, in each case as officially
reported on the OTC Bulletin Board. If more than one Old Certificate shall be
surrendered at one time for the account of the same stockholder, the number of
full shares of New Common Stock for which New Certificates shall be issued shall
be computed on the basis of the aggregate number of shares represented by the
Old Certificate so surrendered. In the event that the Company's Transfer Agent
determines that a holder of Old Certificates has not tendered all his or her
certificates for exchange, the Transfer Agent shall carry forward any fractional
share until all certificates of that holder have been presented for exchange
such that payment for fractional shares to any one person shall not exceed the
value of one share. If any New Certificate is to be issued in a name other than
that in which the Old Certificates surrendered for exchange are issued, the Old
Certificates so surrendered shall be properly endorsed and otherwise in proper
form for transfer, and the person or persons requesting such exchange shall
affix any requisite stock transfer tax stamps to the Old Certificates
surrendered, or provide funds for their purchase, or establish to the
satisfaction of the Transfer Agent that such taxes are not payable. From and
after the Effective Date the amount of capital represented by the shares of the
New Common Stock into which and for which the shares of the Old Common Stock are
reclassified under the terms hereof shall be the same as the amount of capital
represented by the shares of Old Common Stock so reclassified, until thereafter
reduced or increased in accordance with applicable law."

               IN WITNESS WHEREOF, the undersigned has executed this Certificate
as of ____, 1998.

                                              The Cerplex Group, Inc.


                                              By:  /s/ George L. McTavish
                                              ----------------------------------
                                              George L. McTavish
                                              Chairman and Chief
                                              Executive Officer


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