Exhibit 3.5







                          CERTIFICATE OF AMENDMENT OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                                 PIXTECH, INC.

PixTech, Inc. (hereinafter called the "Corporation"), organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
does hereby certify as follows:

Pursuant to a meeting of the Board of Directors of the Corporation, a resolution
was duly adopted, pursuant to Sections 141 and 242 of the General Corporation
Law of the State of Delaware, setting forth an amendment to the Restated
Certificate of Incorporation of the Corporation and declaring said amendment to
be advisable.  The stockholders of the Corporation duly approved said proposed
amendment pursuant to a meeting in accordance with Sections 212 and 242 of the
General Corporation Law of the State of Delaware.  The resolution setting forth
the amendment is as follows:

RESOLVED:  That the first paragraph of Article FOURTH of the Restated
           Certificate of Incorporation of the Corporation be, and hereby is,
           amended and restated to read in its entirety as follows:

     FOURTH:  The Corporation shall be authorized to issue one hundred and one
              million (101,000,000) shares of capital stock, which shall be
              divided into one hundred million (100,000,000) shares of Common
              Stock, par value $0.01 per share and one million (1,000,000)
              shares of Preferred Stock, par value $0.01 per share.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its President this 18th day of January, 2000.


                                   PIXTECH, INC.


                                   /s/ Dieter Mezger
                                   -----------------
                                   Dieter Mezger
                                   President and Chief Executive Officer