CERTIFICATE OF AMENDMENT

                                     OF THE

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          FINANCIAL DATA SYSTEMS, INC.

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

- -------------------------------------------------------------------------------


     The  undersigned,  being the  President  and  Secretary,  respectively,  of
Financial Data Systems, Inc., a Delaware Corporation ("Corporation"),  do hereby
certify as follows:

     FIRST,  that the Amended and Restated  Certificate of  Incorporation of the
Corporation  has been amended by striking out Article FIRST an  substituting  in
lieu thereof the following:

          FIRST. The name of the Corporation is
                "INDIVIDUAL INVESTOR GROUP, INC."

     SECOND,  that such  amendment  to the Amended and Restated  Certificate  of
Incorporation  was duly adopted in accordance with the provisions of Section 242
of the General  Corporation Law of the State of Delaware by the affirmative vote
of the  holders  of a  majority  of the  outstanding  shares of the  Corporation
entitled to vote thereon at a meeting of stockholders.

     THIRD,  that such  amendment  shall  take  effect on the first day of June,
1993.

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     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
signed by  Jonathan  L.  Steinberg,  its  President  and  attested to by Scot A.
Rosenblum, its Secretary, this 26th day of May, 1993.




                                            FINANCIAL DATA SYSTEMS, INC.


                                            By:       /s/ Jonathan Steinberg
                                                     Jonathan L. Steinberg,
                                                          President, Treasurer
                                                          and Chairman




ATTEST:


/s/ Scot Rosenblum
Scot A. Rosenblum,
   Secretary

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