CERTIFICATE OF AMENDMENT

                                    OF THE

                         CERTIFICATE OF INCORPORATION

                                      OF

                      EXCALIBUR TECHNOLOGIES CORPORATION

                   ----------------------------------------
                   Adopted in accordance with the provisions
                   of Section 242 of the General Corporation
                         Law of the State of Delaware
                   -----------------------------------------


            The  undersigned,  being the  President  of  EXCALIBUR  TECHNOLOGIES
CORPORATION (the  "Corporation"),  a corporation  existing under the laws of the
State of Delaware, does hereby certify as follows:
            FIRST:  That the Certificate of Incorporation of the Corporation has
been amended as follows by striking out the opening  paragraph of ARTICLE FOURTH
thereof as it now exists and inserting in lieu and instead thereof a new opening
paragraph of Article FOURTH, reading as follows:

            "FOURTH:  The  Corporation  will have  authority to issue  Forty-One
      Million  (41,000,000)  shares  of  Capital  Stock of which  Forty  Million
      (40,000,000)  shares  are  Common  Stock,  $.01 par value  per share  (the
      "Common Stock") and One Million  (1,000,000)  shares are Preferred  Stock,
      par value $.01 per share (the "Preferred  Stock"),  of which 49,587 shares
      are designated as Cumulative Convertible Preferred Stock (the "Convertible
      Preferred Stock")."








            SECOND:     That such amendment has been duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
            IN WITNESS WHEREOF,  I have signed this Certificate this 28th day of
June, 1996.

                                    EXCALIBUR TECHNOLOGIES CORPORATION


                                    By:/s/Patrick C. Condo, President
                                       -------------------------------
                                          Patrick C. Condo, President

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