<PAGE>
                                       
                             CERTIFICATE OF AMENDMENT
                                      OF
                           CERTIFICATE OF INCORPORATION
                                      OF
                                PC QUOTE, INC.
                                 -----------


    PC QUOTE, INC., a corporation organized and existing under and by virtue

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

DOES HEREBY CERTIFY THAT:


  FIRST:  The Board of Directors of the Corporation approved and adopted the 
following resolution for amending its Certificate of Incorporation, declaring 
it advisable and recommended that the amendment be submitted to the 
stockholders for their consideration:

    RESOLVED, that Article Fourth of the Company's Certificate of 
Incorporation be amended in its entirety, to read as follows:

"FOURTH:

  A.AUTHORIZED SHARES.  The total number of shares of all
    classes of stock which the Corporation shall have authority
    to issue is Fifty-five Million (55,000,000), consisting of
    Fifty Million (50,000,000) shares of Common Stock, $0.001
    par value per share (the "Common Stock"), and Five Million
    (5,000,000) shares of Preferred Stock, $0.001 par value per
    share (the "Preferred Stock").

  B.PREFERRED STOCK.  The Board of Directors is authorized,
    subject to any limitations prescribed by law, to provide
    for the issuance of shares of Preferred Stock in series,
    and by filing a certificate pursuant to the applicable law
    of the State of Delaware (such certificate being
    hereinafter referred to as a "Preferred Stock
    Designation"), to establish from time to time the number of
    shares to be included in each such series, and to fix the
    designations, powers, preferences and rights of the shares
    of each such series and any qualifications, limitations or
    restrictions thereof.  The


<PAGE>

    number of authorized shares of Preferred Stock may be increased 
    or decreased (but not below the number of shares thereof then 
    outstanding) by the affirmative vote of the holders of a majority 
    of the Common Stock, without a vote of the holders of the Preferred
    Stock, or of any series thereof, unless a vote of any such
    holders is required pursuant to the terms of any Preferred
    Stock Designation.

  C.COMMON STOCK.  Except as otherwise provided by the General
    Corporation Law of the State of Delaware, by this
    Certificate of Incorporation or any amendments hereto or by
    a Preferred Stock Designation, all of the voting power of
    the Corporation shall be vested in the holders of Common
    Stock, and each holder of Common Stock shall have one (1)
    vote for each share of Common Stock held by such holder on
    all matters voted upon by the stockholders."

  SECOND:  The amendment was duly adopted in accordance with the provisions 
of Section 242 of the General Corporation Law of the State of Delaware at the 
1997 Annual Meeting of Stockholders held on October 16, 1997.

  IN WITNESS WHEREOF, PC QUOTE, INC. has caused this Certificate to be

executed by its Chief Executive Officer this 21st day of October, 1997.


                                       PC QUOTE, INC.



                                       By:
                                           ------------------------------------
                                           Jim R. Porter
                                           Chief Executive Officer