Exhibit 10.38

                                AMENDMENT 
                                    OF
                       CERTIFICATE OF INCORPORATION
                                    OF
                   GOVERNMENT TECHNOLOGY SERVICES, INC.


     GOVERNMENT TECHNOLOGY SERVICES, INC., a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

     1.   The Corporation's Certificate of Amendment is hereby amended by
          amending and restating Section A of Article Fourth thereof to
          read as follows:

               A.  Authorized Capital Stock.  The total number of shares of
               all classes of stock which the Corporation shall have
               authority to issue is twenty million six hundred eighty
               thousand eight hundred fifty (20,680,850) shares, consisting
               of:

                    (a) Six hundred eighty thousand eight hundred fifty
                    (680,850) shares, par value twenty-five cents per share
                    ($0.25), to be designated Preferred Stock; and

                    (b)  Twenty Million (20,000,000) shares, par value five
                    mills per share ($0.005), to be designated Common
                    Stock.


     2.   The foregoing amendment was duly adopted in accordance with the
          provisions of Section 242 of the General Corporation Law of the
          State of Delaware.
     

     IN WITNESS WHEREOF, GOVERNMENT TECHNOLOGY SERVICES, INC. has caused
this Certificate to be executed by its duly authorized officer on this 12th
day of May, 1998.


                              GOVERNMENT TECHNOLOGY SERVICES, INC.


                              By:    /s/ M. DENDY YOUNG
                                   -----------------------------------
                                   Name:  M. Dendy Young
                                   Title:  Chairman, President and CEO