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                                                                  Exhibit 3.1.4

                        CERTIFICATE OF AMENDMENT TO THE
                        CERTIFICATE OF INCORPORATION OF
                 CHROMATICS COLOR SCIENCES INTERNATIONAL, INC.

               Under Section 805 of the Business Corporation Law

         We, the undersigned, Darby S. Macfarlane, President, and Leslie
Foglesong, Secretary, of Chromatics Color Sciences International, Inc., a
corporation organized and existing under the Business Corporation Law in the
State of New York, do hereby certify as follows:

         1. The name of the Corporation is Chromatics Color Sciences 
International, Inc.

         2. The Certificate of Incorporation of the Corporation was filed by
the Department of State on March 30, 1984. The Company's Amended and Restated
Certificate of Incorporation was filed by the Department of State on October
29, 1992. The Company's Certificate of Amendment to the Certificate of
Incorporation was filed by the Department of State on December 16, 1992. The
Corporation was formed under the name Chromatics International, Inc.

         3. The purpose of this Amendment to the Certificate of Incorporation
is to (i) increase the number of authorized shares of Common Stock of the
Company from 10,000,000 shares to 25,000,000 shares and (ii) to extend for one
year from December 31, 1996 to December 31, 1997 the expiration date of the
period during which the Corporation's outstanding Class A Convertible
Preferred Stock, par value $.01 per share (the "Preferred Stock") can become
convertible into Common Stock upon the Corporation's achieving certain stock
performance of earnings goals and to likewise extend the date by which the
Corporation is to call the Preferred Stock for redemption if such goals are
not met.

         4. To accomplish the foregoing, Article FOURTH of the Certificate of
Incorporation is hereby amended as follows:

         (a) Paragraph A of Article FOURTH is hereby amended to read in its
         entirety as follows:

                "FOURTH:   A.   Authorization.   The  Corporation   shall  have 
         the  authority  to  issue 25,000,000  shares of common  stock  (the  
         "Common  Stock"),  par value  $0.001  per  share,  and 1,400,000 
         shares of preferred stock (the "Preferred  Stock"),  par value $0.01 
         per share,  which shares shall be designated as Class A Preferred 
         Stock.

                The relative rights, preferences and limitations of the shares
         of Common Stock and Class A Preferred Stock shall be as hereinafter
         provided in this Article FOURTH."

         (b) Paragraph C(4)(a) of Article FOURTH is hereby amended to read in

         its entirety as follows:

                  "(a) Subject to Section C.(5) of this Article FOURTH, upon
         the first to occur of (i) the Corporation's combined pre-tax net
         operating income (before interest expense), as reflected on the
         Corporation's audited financial statements (but excluding, in each
         case, any extraordinary items and any revenues or earnings generated
         by businesses acquired by the Corporation by merger, consolidation,
         asset or stock acquisition or similar transaction, in each case after
         the date (the "Commencement Date") of the filing of the Certificate
         of Amendment to the Certificate of Incorporation of the Corporation
         of which this provision is a part) for any two consecutive calendar
         years during the period commencing on the Commencement Date and
         ending on December 31, 1997 exceeding $20,000,000 or (ii) the closing
         bid quotation of the Common Stock on the National Association of
         Securities Dealers Automated Quotation System ("NASDAQ") (or the last
         sales price, if the Common Stock is principally traded on a national
         securities exchange or 

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         the NASDAQ National Market System) being at least $46.67 on 30
         consecutive trading days at any time during the period commencing on
         the Commencement Date and ending on December 31, 1997 (each such
         event referred to in the preceding subclauses (i) and (ii) being
         hereinafter referred to as an "Event" and each such date being
         hereinafter referred to as the "Event Date"), each share of Class A
         Preferred Stock outstanding immediately prior to the Event Date shall
         be, at the option of the holders thereof upon written notice (the
         "Election Notice") duly given to the Corporation within 30 days (the
         "Election Notice Period") of such holders receiving written notice
         from the Corporation (which notice shall be sent by certified mail,
         return receipt requested, to the address of such holder as it shall
         appear on the stock register of the Corporation) of the occurrence of
         the Event, convertible into .6521739 shares of Common Stock, subject
         to the provisions for adjustment hereinafter set forth. Until such
         time as the certificates representing the Class A Preferred Stock to
         be converted pursuant to any such Election Notice shall have been
         surrendered and certificates evidencing the Common Stock to be issued
         shall have been issued in accordance with the provisions of paragraph
         (c) of this subsection (4), the certificates representing the Class A
         Preferred Stock shall represent the shares of Common Stock issuable
         upon the conversion of such Class A Preferred Stock and the holders
         thereof shall be entitled to all the rights and privileges of the
         holders of the Common Stock. The Corporation shall give prompt
         written notice to the holders of the Class A Preferred Stock of the
         occurrence of an Event (which in any event shall be given not later
         than five days after the occurrence of such Event)."

         (c) The first sentence of Paragraph C(5)(a) of Article Fourth is
         hereby amended to read as follows:


                  "(a) The Corporation shall (i) not later than 10 days after
         the expiration of the Election Notice Period without the Corporation
         having received an Election Notice, if applicable, or (ii) not later
         than 10 days after a determination (the "Determination") by the Board
         of Directors of the Corporation that an Event has not occurred within
         the relevant periods specified in Section C.(4) of this Article
         FOURTH, if applicable, call for redemption (A) each share of Class A
         Preferred Stock that is not the subject of an Election Notice, or (B)
         all shares of Class A Preferred Stock, if the Board of Directors
         shall have made the Determination, as applicable, at a price per
         share of $.01 per share, plus any declared but unpaid dividends on
         such shares of Class A Preferred Stock, provided, however, that the
         Board of Directors shall make a Determination on or prior to the
         120th day after December 31, 1997."

         5. The foregoing amendment to the Certificate of Incorporation of the
Corporation has been duly authorized by unanimous consent of the Board of
Directors of the Corporation, followed by the vote of the holders of at least
a majority of all of the outstanding shares Common Stock of the Corporation
entitled to vote thereon.

         IN WITNESS WHEREOF, the undersigned have signed this Certificate and
affirm under the penalties of perjury that the statements made herein are
true, this 8th day of June, 1995.

                                                    /s/ Darby S. Macfarlane
                                                    -----------------------
                                                    Darby S. Macfarlane,
                                                    President

                                                    /s/ Leslie Foglesong
                                                    -----------------------
                                                    Leslie Foglesong,
                                                    Secretary

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