CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION OF

                           NATIONAL DATACOMPUTER, INC.

         NATIONAL DATACOMPUTER, 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:

         FIRST:  That  at the  Special  Meeting  in Lieu of  Annual  Meeting  of
         Stockholders held on October 4, 1996, a majority of the stockholders of
         NATIONAL  DATACOMPUTER,   INC.  adopted  the  following  resolution  to
         authorize the amendment of the  Certificate  of  Incorporation  of said
         Corporation.

         RESOLVED:         That the  Board  of  Directors  be,  and  hereby  is,
                           authorized  to  execute,   at  its   discretion,   an
                           amendment   to   the   Company's    Certificate    of
                           Incorporation  to effect a reverse stock split in the
                           issued and outstanding shares of the Company's Common
                           Stock.

         SECOND:  That by unanimous written consent dated December 12, 1996, all
         of the directors of NATIONAL  DATACOMPUTER,  INC. adopted the following
         resolution  to  amend  the   Certificate  of   Incorporation   of  said
         Corporation.

         RESOLVED:         That the first  paragraph  of  Article  FOURTH of the
                           Company's Certificate of Incorporation be, and hereby
                           is, deleted in its entirety and the following be, and
                           hereby is, inserted in place thereof:

                                    "FOURTH:  The total  number of shares of all
                           classes  of stock  which the  Corporation  shall have
                           authority  to issue is five  million  fifty  thousand
                           (5,050,000), of which five million (5,000,000) shares
                           are to be  Common  Stock,  of the par  value of eight
                           cents ($.08) each, and fifty thousand (50,000) shares
                           are to be  Preferred  Stock,  of the par value of one
                           tenth of one cent ($.001)  each, of which twenty (20)
                           shares have been  designated  as Series A Convertible
                           Preferred Stock, of the par value of one tenth of one
                           cent  ($.001)  each,  and four  thousand  two hundred
                           (4,200)  shares  have  been  designated  as  Series B
                           Convertible Preferred Stock, of the par





                           value  of  one  tenth  of  one  cent  ($.001)   each,
                           amounting in the  aggregate to Four Hundred  Thousand
                           Fifty and 00/100 Dollars ($400,050.00)."

         FURTHER
         RESOLVED:         That at the effective time of this  amendment,  every
                           four (4) shares of Common  Stock of the  Corporation,
                           $.02 par value  per  share,  outstanding  immediately
                           prior to the effective time of this  amendment  shall
                           be  converted  into one (1) share of Common  Stock of
                           the  Corporation,   $.08  par  value  per  share.  No
                           fractional   shares   of   Common   Stock  or  script
                           certificates  shall  be  issued  by  reason  of  such
                           reverse   stock   split,   but  upon   surrender   of
                           certificates  for such  Common  Stock by the  holders
                           entitled  to such  fractional  share  interests,  the
                           Corporation  shall issue to such  holders that number
                           of Shares of Common Stock,  $.08 par value per share,
                           to which such  holders are  entitled,  rounded to the
                           next   highest   whole  number  of  shares  to  avoid
                           fractional  shares.  This  amendment  and the reverse
                           stock split effected hereby shall be effective on the
                           date that such  amendment is filed with the Secretary
                           of State of the State of Delaware.






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