CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  INACOM CORP.

     INACOM CORP.,  a corporation  organized and existing  under the laws of the
State of Delaware (the "Corporation"), pursuant to the provisions of the General
Corporation  Law of the State of Delaware (the "DGCL"),  does hereby  certify as
follows:

     FIRST:  The  Certificate  of  Incorporation  of the  Corporation  is hereby
amended by  deleting  the first  sentence  of ARTICLE IV of the  Certificate  of
Incorporation in its present form and substituting therefor a new first sentence
of ARTICLE IV in the following form:

     "The total number of shares which this corporation shall have the authority
to issue is One Hundred  One  Million  (101,000,000)  shares,  divided  into One
Hundred Million (100,000,000) shares of Common Stock of a par value of Ten Cents
($.10) per share and One Million  (1,000,000)  shares of Class A Preferred Stock
of a par value of One Dollar ($1.00) per share."

     SECOND:   The  amendment  to  the  Certificate  of   Incorporation  of  the
Corporation set forth in this  Certificate of Amendment has been duly adopted in
accordance  with the  provisions  of Section 242 of the DGCL by (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
amendment and declaring its  advisability  and submitting it to the stockholders
of  the  Corporation  for  their  approval,  and  (b)  the  stockholders  of the
Corporation  having  duly  adopted  such  amendment  by vote of the holders of a
majority of the outstanding  stock entitled to vote thereon at a special meeting
of  stockholders  called and held upon notice in accordance  with Section 222 of
the DGCL.

     IN WITNESS WHEREOF,  the undersigned have executed this Certificate on this
17th day of February, 1999.

                                              INACOM CORP.

                                              /s/ BILL L. FAIRFIELD
                                           By:_________________________
                                              BILL L. FAIRFIELD
                                              President