CERTIFICATE OF AMENDMENT

                             OF

                  ARTICLES OF INCORPORATION

                             OF

                       ALPHAREL, INC.



          
          The undersigned, Richard J. Kennedy and John W. Low, certify that:
          
          1.   They are the Vice President, Operations and Chief Financial 
Officer and Secretary, respectively, of Alpharel, Inc., a California 
corporation (the "Corporation").
          
          2.   Article III of the Articles of Incorporation of this 
Corporation is amended and restated to read in its entirety as follows:
               
               (a)  This corporation is authorized to issue two classes of 
     shares of stock, designated, respectively as "Common Stock" and 
     "Preferred Stock." The total number of shares of all classes of stock 
     that this corporation is authorized to issue is Forty-One Million 
     (41,000,000), consisting of Forty Million (40,000,000) shares of Common 
     Stock and One Million (1,000,000) shares of Preferred Stock.
               
               (b)  Shares of Preferred Stock may be issued from time to time
     in one or more series.  The Board of Directors is authorized to determine
     the designation of any such series.  The Board of Directors is also 
     authorized to determine or alter the rights, preferences, privileges and 
     restrictions granted to or imposed upon any wholly unissued series of 
     Preferred Stock, including, without limitation, the dividend rights (and 
     whether dividends are cumulative), conversion rights, if any, voting rights
     (including the number of votes, if any, per share, as well as the number of
     members, if any, the Board of Directors or the percentage of members, if 
     any, of the Board of Directors that each series of Preferred Stock may be
     entitled to elect), rights and terms of redemption (including sinking fund
     provisions, if any), redemption price and liquidation preferences, and, 
     within the limits and restrictions stated in any resolution or resolutions
     of the Board of Directors originally fixing the number of shares 
     constituting any series, to increase or decrease (but not below the number 
     of shares of such series then outstanding) the number of shares of any such
     series subsequent to the issuance of shares of that series.  In case the 
     number of shares of any series shall be so decreased, the shares 
     constituting such decrease shall resume the status that they had prior to 
     the adoption of the resolution originally fixing the number of shares of 
     such series.


          
          3.   The foregoing amendment of the Articles of Incorporation has 
been duly approved by the Board of Directors.
          
          4.   The foregoing amendment of the Articles of Incorporation has 
been duly approved by the required vote of shareholders in accordance with 
Section 902 of the California Corporations Code. The total number of 
outstanding shares of the Corporation entitled to vote thereon is 18,175,809, 
all of which are shares of Common Stock.  There are presently no shares of 
Preferred Stock outstanding.  The number of shares voting in favor of the 
amendment equaled or exceeded the vote required. The percentage vote required 
was greater than 50%.
          
          We further declare under penalty of perjury under the laws of the 
State of California that the matters set forth in this Certificate are true 
and correct of our own knowledge.

DATED:  May 28, 1996



                              /S/ Richard J. Kennedy
                              -----------------------------------------
                              Richard J. Kennedy
                              Vice President, Operations
                              
                              
                              /S/ John W. Low
                              -----------------------------------------
                              John W. Low
                              Chief Financial Officer and
                              Secretary
          
          
          
          

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