EXHIBIT 3.4
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                            CERTIFICATE OF AMENDMENT
                                       OF
                           CERTIFICATE OF DESIGNATION
                           (SERIES E PREFERRED STOCK)
                                       OF
                              XYBERNAUT CORPORATION

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware

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It is hereby certified that:

         1. The name of the corporation (hereinafter called the "Corporation")
is Xybernaut Corporation.

         2. The Certificate of Designation (Series E Preferred Stock) of the
Corporation was filed with the Secretary of State of Delaware on May 11, 1999.

         3. No shares of Series E Preferred Stock have been issued.

         4. The Certificate of Designation (Series E Preferred Stock) of the
Corporation is hereby amended by deleting the resolution adopted by the Board of
Directors of the Corporation and Paragraph 1 thereof and by substituting in lieu
thereof the following (i) new resolution adopted by the Board of Directors of
the Corporation to increase the number of shares of Series E Preferred Stock
from "2,000" to "2,100" and (ii) new Paragraph 1:

         A. "RESOLVED, that pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation by the provisions of the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation"), there hereby is created, out of the 6,000,000 shares of
Preferred Stock, par value $0.01 per share, of the Corporation authorized in
Article Fourth of the Certificate of Incorporation (the "Preferred Stock"), a
series of the Preferred Stock of the Corporation consisting of 2,100 shares,
which series shall have the following powers, designations, preferences and
relative, participating, optional and other rights, and the following
qualifications, limitations and restrictions:"

         B. "1. Designation and Amount. This series of Preferred Stock shall be
designated "Series E Preferred Stock" and the authorized number of shares
constituting such series shall be 2,100. The par value of the Series E Preferred
Stock shall be $0.01 per share. The Series E Preferred Stock shall have a stated
value of $1,000 per share."

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         4. The amendment to the Certificate of Designation (Series E Preferred
Stock) herein certified has been duly adopted in accordance with the provisions
of Section 151(g) of the General Corporation Law of the State of Delaware.


Signed on May 12, 1999.

                                         Xybernaut Corporation


                                         By:/s/Edward G. Newman
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                                               Edward G. Newman, President

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