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                                                                  EXHIBIT 3.8



                           CERTIFICATE OF DESIGNATION
                                       OF
                           OSICOM TECHNOLOGIES, INC,

         RESOLVED: That pursuant to the authority vested in the Board of
Directors by Article 4 of the Amended and Restated Certificate of Incorporation
of Osicom Technologies, Inc. (the "Corporation"), the Board of Directors hereby
authorizes the issuance of One Thousand (1,000) shares of Series B Convertible
Preferred Stock, par value $.01 per share, and hereby fixes the designations,
powers, preferences, rights, qualifications, limitations and restrictions of
such shares, in addition to any set forth in the Amended and Restated
Certificate of Incorporation, as follows:

         1.      Designation. The Series B Convertible Preferred Stock shall be
designated the "Series B Convertible Preferred Stock."

         2.      Dividends.  The Series B Convertible Preferred Stock will not
bear any cumulative dividend.  Dividends may be declared in the discretion of
the Board of Directors but only to the extent dividends are declared on the
Corporation's Common Stock.

         3.      Liquidation Preference.  In the event of any liquidation,
dissolution or winding up of the affairs of the Corporation, either voluntarily
or involuntarily, the holders of Series B Convertible Preferred Stock shall be
entitled to receive, subsequent to the liquidation preference of the
Corporation's Series A, Series C, Series D and Series E Preferred Stock and
prior and in preference to any distribution of any of the assets or surplus
funds of the Corporation to the holders of any Common Stock or any other stock
of the Corporation having rights or preferences as to assets junior to the
rights or preferences of the Series B Convertible Preferred Stock ("Junior
Stock") by reason of their ownership thereof, in cash an amount per share of
Series B Convertible Preferred Stock equal to $2,365.79, plus the amount of all
declared but unpaid dividends on such share (collectively, the "Liquidation
Preference") (which amount shall be adjusted appropriately in the event the
outstanding shares of Series B Convertible Preferred Stock shall be subdivided,
combined or consolidated, by any capital reorganization, reclassification or
otherwise into a greater or lesser number of shares of Series B Convertible
Preferred Stock). The Corporation shall have the right to issue shares of Series
B Convertible Preferred Stock at various Issue Prices from time to time, which
Issue Price shall be noted on the certificate representing such shares. If upon
the occurrence of a liquidation, dissolution or winding up of the Corporation,
the assets and funds available for distribution to the holders of the Series B
Convertible Preferred Stock are insufficient to permit the payment to such
holders of the full amount of the Liquidation
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Preference, then the assets and funds available for payment of the Liquidation
Preference shall be distributed ratably amount the holders of the Series B
Convertible Preferred Stock such that the Corporation pays to such holder the
same percentage of each share's Liquidation Preference.

         For purposes of this Section 3, a liquidation, dissolution or winding
up of the Corporation shall be deemed to be occasioned by, and to include, but
not be limited to (i) the Corporation's sale of all or substantially all of its
assets coupled with a distribution of any of the proceeds of such sale to any
holders of Junior Stock, or (ii) the acquisition of this Corporation by another
entity by means of merger or consolidation resulting in the exchange of
outstanding shares of this Corporation for securities or consideration issued,
or caused to be issued, by the acquiring corporation or its subsidiary;
provided, however, that a reorganization, merger or consolidation involving only
a change in the state of incorporation of the Corporation shall not be deemed a
liquidation, dissolution or winding up of the Corporation.

         4.      Voting. (a) Except as set forth in paragraph 4(b) below and
except as otherwise required by law, the holders of the Series B Convertible
Preferred Stock shall have no voting rights.

         (b)     Approval by affirmative vote or written consent, or holders of
at least a majority of the outstanding shares of Series B Convertible Preferred
Stock shall be required for any amendment to the Certificate of Incorporation
of the Corporation or to this Certificate of Designation if such amendment
would alter the aggregate number of authorized shares, the par value, or the
liquidation value of the Series B Convertible Preferred Stock, or would
adversely affect the powers, preferences or rights of the outstanding shares of
the Series B Convertible Preferred Stock.

         5.      Conversion Rights. The Series B Convertible Preferred Stock
shall be convertible into Common Stock as follows:

         (a)     Conversion by Holders. Subject to and upon compliance with the
provisions of this paragraph 5, the holders of the shares of the Series B
Convertible Preferred Stock shall have the right, at such holder's option, to
convert all or part of such holder's shares of Series B Convertible Preferred
Stock into the number of shares of Common Stock determined as provided in
paragraph 5(c) below upon the terms hereinafter set forth at any time such
shares are outstanding.

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         (b)     Conversion Rate.  The applicable rate of conversion pursuant
to subparagraphs 5(a) and (b) shall be as follows.  Each share of Series B
Convertible Preferred Stock shall be converted into the number of shares of
Common Stock having a market value (which shall equal the average of the
closing price of the Corporation's Common Stock (as reported by Nasdaq or such
Exchange on which the Common Stock is then traded) for the five (5) trading
days preceding the date of such conversion) equal to $2,365.79.

         (c)     Mechanics of Conversion.  Any holder of Series B Convertible
Preferred Stock shall be entitled to convert such Series B Convertible
Preferred Stock into Common Stock, upon surrender of the stock certificate or
certificates evidencing such Series B Convertible Preferred Stock therefore,
duly endorsed with signature guaranteed, at the office of the Corporation or of
the Transfer Agent for Series B Convertible Preferred Stock or Common Stock,
accompanied by a written notice of such holder's election to convert the same
and the number of shares of Series B Convertible Preferred Stock to be so
converted. Upon receipt of such stock certificates and notice, the Corporation
shall, as soon as practicably thereafter, issue and deliver at such office to
such holder of Series B Convertible Preferred Stock a stock certificate or
certificates for the number of shares of Common Stock to which such holder
shall be entitled and a check or cash with respect to any fractional interest
in a share of Common Stock as provided in subparagraph 5(c).  The Corporation
may also, at its option, upon such conversion and the issue and delivery of
such stock certificate or certificates representing Common Stock, pay in shares
of Common Stock (valued at the Common Stock's value as set forth in this
paragraph 5) all accrued and unpaid dividends computed to the effective date of
conversion on the shares of Series B Convertible Preferred Stock so converted.
Each conversion shall be deemed to have been made immediately prior to the
close of business of the Corporation on the date of the surrender to the
Corporation of the shares of Series B Convertible Preferred Stock to be
converted, and the person or persons entitled to receive the shares of Common
Stock issuable upon such conversion shall be treated for all purposes as the
record holder or holders of such shares of Common Stock on such date.

         (e)     No Fractional Shares; Certificates as to Adjustments. (i) No
fractional shares of Common Stock or scrip shall be issued upon conversion of
shares of Series B Convertible Preferred Stock. If more than one share of
Series B Convertible Preferred Stock shall be surrendered for conversion at any
one time by the same holder, the number of full shares of Common Stock
issuable upon conversion thereof shall be computed on the basis of the
aggregate number of shares of Series B Convertible Preferred

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Stock so surrendered. Instead of any fractional shares of Common Stock which
would otherwise be issuable upon conversion of any shares of Series B
Convertible Preferred Stock, the Corporation shall pay a cash adjustment in
respect of such fractional interest.

                 (ii)     This Corporation shall, upon the written request at
any time of any holder of Series B Convertible Preferred Stock, furnish or
cause to be furnished to such holder a like certificate setting forth the
number of shares of Common Stock and the amount, if any, of other property
which at the time would be received upon the conversion of a share of Series B
Convertible Preferred Stock.

         (e)     Restrictive Legend and Stop-Transfer Orders.  The certificates
evidencing the shares of Common Stock issued hereunder shall be endorsed on the
face thereof with a legend restricting transfer in the absence of an effective
Registration Statement filed pursuant to the Securities Act of 1933 or an
available exemption from such registration.  In addition, the Transfer Agent
for the shares of Series B Convertible Preferred Stock shall be instructed to
place stop-transfer orders against the further transfer of such shares in the
absence of an effective Registration Statement filed pursuant to the Securities
Act of 1933 or an opinion from counsel to the Corporation that there is an
available exemption from such registration requirements.

         At such time as the Corporation's Common Stock is registered under the
Act or is exempt from registration under the Act, the Corporation will take all
steps necessary to facilitate the sale of such Stock by the holder thereof,
including appropriate notices to its transfer agent and delivery of opinions of
counsel to remove any restrictive legends upon sale of such Stock.

         (f)     No Impairment. This Corporation will not, by amendment of its
Certificate of Incorporation or through any reorganization, recapitalization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by
this Corporation, but will at all times in good faith assist in the carrying
out of all the provisions of this Section 5 and in the taking of all such
action as may be necessary or appropriate in order to protect the conversion
rights (as specified in this Section 5) of the holders of the Series B
Convertible Preferred Stock against impairment.

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         (g)     Notices of Record Date. In the event of any taking by this
Corporation of a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class
or any other securities or property, or to receive any other right, this
Corporation shall mail to each holder of Series B Convertible Preferred Stock,
at least 20 days prior to the date specified therein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right.

         (h)     Reservation of Stock Issuable Upon Conversion.  This
Corporation shall at all times reserve and keep available out of its authorized
but unissued shares of Common Stock, solely for the purpose of effecting the
conversion of the shares of the Series B Convertible Preferred Stock, such
number of its shares of Common Stock as shall from time to time be sufficient
to effect the conversion of all outstanding shares of the Series B Convertible
Preferred Stock; and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to effect the conversion of all
then outstanding shares of the Series B Convertible Preferred Stock, in
addition to such other remedies as shall be available to the holder of such
Preferred Stock, this Corporation will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purposes, including, without limitation, obtaining the requisite
stockholder approvals of any necessary amendments to the Certificate of
Incorporation, By-Laws, Certificate of Designation and other documents as may
be necessary or appropriate.

         (i)     Notices.  Any notice required by the provisions of this
Section 5 to be given to the holders of shares of Series B Convertible
Preferred Stock shall be deemed given if deposited in the United States mail,
postage prepaid, and addressed to each holder of record at such holder's
address appearing on the books of this Corporation.

         6.      Severability of Provisions.  If any right, preference or
limitation of the Series B Convertible Preferred Stock set forth herein is
invalid, unlawful or incapable of being enforced by reason of any rule, law or
public policy, all other rights, preferences and limitations set forth herein
which can be given effect without the invalid, unlawful or unenforceable right,

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preference or limitation shall, nevertheless, remain in full force and effect,
and no right, preference or limitation herein shall be deemed dependent upon
any other such right, preference or limitation unless so expressed herein.

        IN WITNESS WHEREOF, Osicom Technologies, Inc. has caused this
Certificate of Designation to be duly executed in its corporate name by a duly
authorized officer as of the 28th day of March, 1997.



                                OSICOM TECHNOLOGIES, INC. 



                                By: /s/  XIN CHENG
                                   --------------------------
                                   Xin Cheng, President









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