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                                                                 Exhibit 3


                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                              POLAROID CORPORATION



      It is hereby certified that:

      1.    The name of the corporation (hereinafter called the "corporation")
is Polaroid Corporation

      2.    The restated certificate of incorporation of the corporation is
hereby amended as follows:

            (a)   By striking out Article FOURTH thereof and by substituting in
lieu of said Article the following new Article:

            "FOURTH: (a) The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 80,000,000 consisting of
(1) 20,000,000 shares of Preferred Stock, par value $1.00 per share ("Preferred
Stock") , and (2) 60,000,000 shares of Common Stock, par value $1.00 per share
("Common Stock").

(b)   The Board of Directors of the Corporation is hereby expressly authorized,
by resolution or resolutions, to provide, out of the unissued shares of
Preferred Stock, for series of Preferred Stock. Before any share of any such
series is issued, the Board of Directors shall fix, and hereby is expressly
empowered to fix, by resolution of resolutions, the following provisions of the
shares thereof:

            (i)   the designation of such series, the number of shares to
                  constitute such series and the stated value thereof if
                  different from the par value thereof;

            (ii)  whether the shares of such series shall have voting rights, in
                  addition to any voting rights provided by law and, if so, the
                  terms of such voting rights, which may be general or limited;

            (iii) the dividends, if any, payable on such series, whether any
                  such dividends shall be cumulative and, if so, from what
                  dates, the conditions and dates upon which such dividends
                  shall be payable the preference or relation which such 
                  dividends shall bear to the dividends payable on any shares of


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                  stock of any other class or any other series of
                  this class;

            (iv)  whether the shares of such series shall be subject to
                  redemption at the election of the Corporation or the holders
                  of such series and, if so, the times, prices and other
                  conditions of such redemption;

            (v)   the amount or amounts payable upon shares of such series upon,
                  and the rights of the holders of such series in, the voluntary
                  or involuntary liquidation, dissolution or winding up, or upon
                  any distribution of the assets, of the Corporation;

            (vi)  whether the shares of such series shall be subject to the
                  operation of a retirement or sinking fund and, if so, the
                  extent to and manner in which any such retirement or sinking
                  fund shall be applied to the purchase or redemption of the
                  shares of such series for retirement or other corporate
                  purposes and the terms and provisions relative to the
                  operation thereof;

            (vii) whether the shares of such series shall be convertible into,
                  or exchangeable for, shares of stock of any other class or any
                  other series of this class or any other securities and, if so,
                  the price or prices or the rate or rates of conversion or
                  exchange and the method, if any, of adjusting the same, and
                  any other terms and conditions for conversion or exchange;

            (viii) the limitations and restrictions, if any, to be effective
                  while any shares of such series are outstanding upon the
                  payment of dividends or the making of other distributions on,
                  or upon the purchase, redemption or other acquisition by the
                  Corporation of, the Common Stock or shares of stock of any
                  other class or any other series of this class;

            (ix)  the conditions or restrictions, if any, upon the creation of
                  indebtedness of the Corporation or upon the issue of any
                  additional stock, including additional shares of such series
                  or of any other series of this class or of any other class;
                  and

            (x)   any other powers, preferences and relative, participating,
                  optional and other special rights of such series, and any
                  qualifications, limitations and restrictions thereof.

            The powers, preferences and relative, participating, optional and
other special rights of each series of Preferred Stock, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of any and
all other series of Preferred Stock at any time outstanding. All shares of any
one series of Preferred Stock shall be identical in all respects with all other
shares of such series, except that shares of any one series issued at different
times may differ as to the dates from which dividends thereon shall be
cumulative."


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            (b)   By striking out subdivision (8) of paragraph (c) of Article
NINTH thereof and substituting in lieu of said subdivision the following new
subdivision:

            "(8) When and as authorized by the affirmative vote of the holders
            of a majority of the stock issued and outstanding having voting
            power given at a stockholders' meeting duly called for that purpose,
            to sell, lease or exchange all or substantially all of the property
            and assets of the Corporation, including its goodwill and its
            corporate franchises, upon such terms and conditions and for such
            consideration, which may be in whole or in part shares of stock in,
            and/or other securities of, any other corporation or corporations,
            as the Board of Directors shall deem expedient and for the best
            interests of the Corporation."

            (c) By adding to the restated certificate of incorporation the
following new Articles THIRTEENTH and FOURTEENTH immediately following Article
TWELFTH thereof and redesignating the present Article THIRTEENTH thereof as
Article FIFTEENTH:

            "THIRTEENTH: Subject to the rights of the holders of any class or
            series of capital stock having a preference over the Common Stock as
            to dividends or upon liquidation or of any other securities of the
            Corporation, any action required or permitted to be taken by the
            stockholders of the Corporation must be effected at a duly called
            annual or special meeting of stockholders of the Corporation and may
            not be effected by any consent in writing by such stockholders.

            "FOURTEENTH: Unless otherwise expressly provided by the board of
            Directors in the terms of any class or series of capital stock
            having a preference over the Common Stock as to dividends or upon
            liquidation of the Corporation, stockholders of the Corporation
            shall not be entitled to any preemptive right to subscribe to the
            issuance of, or purchase, any shares of capital stock of the
            Corporation of any class or series, including any Common Stock or
            Preferred Stock of the Corporation, or any security convertible into
            any shares of capital stock of the Corporation of any class or
            series."

            3. The amendments of the restated certificate of incorporation
herein certified have been duly adopted in accordance with the provisions of
Section 228 and 242 of the General Corporation Law of the State of Delaware.

Signed and attested to as of May 14, 1985.


                                        /S/  I.M. BOOTH     
                                        ---------------
                                           President



Attest:

   /S/ RICHARD F. DELIMA
--------------------------
         Secretary