COMPUTER CONCEPTS CORP.
                                   FORM 10-K
                               DECEMBER 31, 1997
    
                  (As filed with the State of Delaware 3/20/98)
                            Certificate of Amendment
                                       of
                             Computer Concepts Corp.

      Computer Concepts Corp., a corporation organized and existing under and by
virtue of the  General  Corporation  Law of the State of  Delaware  DOES  HEREBY
CERTIFY:

FIRST:  That at a meeting of the Board of Directors of Computer  Concepts  Corp.
resolutions  were adopted setting forth a proposed  amendment of the Certificate
of Incorporation of said corporation,  declaring said amendment to be advisable.
The resolution setting forth the proposed amendment is as follows:

      RESOLVED, that the Certificate of Incorporation of Computer Concepts Corp.
      be amended by changing the Articles thereof numbered  "FOURTH" so that, as
      amended, said Article shall be and read as follows:

     (a) "The capital stock of this corporation is 150,000,000  shares of common
     stock with $.0001 par value per share."

     (b) "Any and all previously  issued shares  (including shares issuable upon
     exercise of  outstanding  options or  warrants)  of Common Stock of the par
     value of $.0001  per  share as of March 30,  1998,  shall be  combined  and
     reclassified  on a ratio of one share for ten  shares of Common  Stock with
     such combined shares to have a par value of $.0001 per share."

SECOND: That thereafter, pursuant to Section 242 of Delaware General Corporation
Law (the "Law") and  resolution  of its Board of Directors,  said  amendment was
directed to be considered at the next annual meeting of the stockholders.

THIRD:  That the annual  meeting of  stockholders  was duly called and held upon
notice in accordance  with Section 222 of the Law with such notice setting forth
such amendment in full and  accompanied by a Proxy  Statement  including a brief
summary of the changes to be effected thereby.

FOURTH:  That at the Annual Meeting of Stockholders  of Computer  Concepts Corp.
duly and validly  convened  and held on November 26,  1998,  at which  meeting a
quorum was present, a majority of the outstanding stock of the class entitled to
vote  thereon  (Common) of  Computer  Concepts  Corp.  was voted in favor of the
proposed  amendment,  with said amendment thereby being duly and validly adopted
in accordance with Section 242 of the Law.

FIFTH:  That the capital of said  corporation  shall not be reduced  under or by
reason of said amendment.

SIXTH:  That the Board of Directors duly adopted a resolution on March 18, 1998,
pursuant to the  authorization  provided by the shareholders at the November 26,
1997, meeting, to effect a reverse stock split in the ratio of one share for ten
shares,  such that each ten outstanding  shares,  issued or issuable,  of Common
Stock, par value $.0001, shall be combined and become one share of Common Stock,
par  value  $.0001.  Further,  fractional  shares  shall not be  issued;  if any
shareholder  holds a number of shares not  divisible  by ten,  then such  shares
shall be combined to the extent of such number equally divisible by ten, and the
remaining  "fractional"  shares shall not be issued, and a cash payment equal to
the value of such fractional shares shall be issued to such  shareholders  based
on the closing/last sale price reported by NASDAQ for the company's stock on the
record date.

SEVENTH:  That said  amendment has been duly adopted and shall be effective upon
filing and recording of this executed and acknowledged certificate in accordance
with Section 103 of the Law.

      IN WITNESS  WHEREOF,  said corporation has caused its corporate seal to be
hereunto  affixed and this  certificate to be signed by Daniel Del Giorno,  Jr.,
its President,  and Daniel Del Giorno, Sr., its Ass't. Secretary,  this 18th day
of March, 1998.

s/   Daniel Del Giorno, Jr.              s/  Daniel Del Giorno, Sr.
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Daniel Del Giorno, Jr., President        Del Giorno, Sr., Ass't. Secretary