EXHIBIT "A"


                            CERTIFICATE OF AMENDMENT
                                       OF
                            ARTICLES OF INCORPORATION
                                       OF
                             RCM TECHNOLOGIES, INC.


           RESOLVED that Article Fourth of the Articles of Incorporation of this
     Corporation  be and it is hereby amended by deleting said Article Fourth in
     its entirety and in substitution inserting the following:

           "FOURTH:  (A) The  aggregate  number of shares which the  Corporation
     shall  have  authority  to  issue  shall  be  45,000,000  shares  of  which
     40,000,000  shares  shall be Common  Stock par value $.05 (five  cents) per
     share and  5,000,000  shares shall be  Preferred  Stock par value $1.00 per
     share.

           The  Preferred  Stock shall be divided into and from time to time may
     be  issued  in  classes  and in  series  within  any class and the Board of
     Directors  is hereby  authorized  to make such  division  into  classes and
     series, to determine the number of shares of any such class or series,  and
     to determine the designation,  voting rights, preferences,  limitations and
     special rights, if any, of the shares of each such class or series.

     (B) On the effective  date of this  Amendment  each share of the issued and
outstanding  Common  Stock of the  Corporation  shall be and  hereby is  changed
without  further  action  into 0.20  shares of Common  Stock of the  Corporation
provided that if such change results in a fractional  share then the Corporation
shall issue such additional  fraction of a share as is necessary to increase the
fractional share to a full share."