Exhibit 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          CENTENNIAL TECHNOLOGIES, INC.

                         Pursuant to Section 242 of the
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


         CENTENNIAL TECHNOLOGIES, INC., (hereinafter called the "Corporation"),
a corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware, does hereby certify as follows:

         At a meeting of the Board of Directors of the Corporation on May 5,
1999, the Board of Directors duly adopted resolutions, pursuant to Section 242
of the General Corporation Law of the State of Delaware ("DGCL"), setting forth
an amendment to the Certificate of Incorporation of the Corporation and
declaring said amendment to be advisable. The stockholders of the Corporation
duly approved, pursuant to Section 242 of the DGCL, said proposed amendment at
the Annual Meeting of Stockholders held on July 20, 1999. The resolutions
setting forth the amendment are as follows:

RESOLVED:      That the first paragraph of Article 4. of the Certificate of
               Incorporation of the Corporation, as amended, be and hereby is
               deleted in its entirety and the following paragraphs are inserted
               in lieu thereof:




               "4. That upon the filing date of this Certificate of Amendment of
               this Certificate of Incorporation (the "Effective Date"), a
               one-for-eight reverse stock split of the Corporation's Common
               Stock shall become effective, pursuant to which each eight shares
               of Common Stock outstanding and held of record by each
               stockholder of the Corporation (including treasury shares)
               immediately prior to the Effective Date shall be reclassified and
               combined into one share of Common Stock automatically and without
               any action by the holder thereof upon the Effective Date and
               shall represent one share of Common Stock from and after the
               Effective Date. No fractional shares of Common Stock shall be
               issued as a result of such reclassification and combination. In
               lieu of any fractional shares to which the stockholder would
               otherwise be entitled, the Corporation shall pay cash equal to
               such fraction multiplied by the then fair market value of the
               Common Stock as determined by the Board of Directors of the
               Corporation.

                         The total number of shares of all classes of stock
               which the Corporation shall have the authority to issue is
               fifty-one million (51,000,000) shares, fifty million (50,000,000)
               shares of which shall be Common Stock, of the par value of $.01
               per share, and one million (1,000,000) shares of Preferred Stock,
               of the par value of $.01 per share, amounting in the aggregate to
               Five Hundred Ten Thousand ($510,000.00).

                         Additional designations and powers, preferences and
               rights and qualifications, limitations or restrictions of the
               shares of stock shall be determined by the Board of Directors of
               the Corporation from time to time."

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President this _____ day of _______, 1999.


                                          CENTENNIAL TECHNOLOGIES, INC.

                                          By:
                                             ---------------------------------
                                               L. Michael Hone