EXHIBIT 4.1 

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                   PRODUCTION SYSTEMS ACQUISITION CORPORATION

           Pursuant  to the  General  Corporation  Law of the State of  Delaware
("GCL"), it is hereby certified that:

            1.  The  present  name  of the corporation (hereinafter called  the
"corporation") is Production Systems Acquisition Corporation,  which is the name
under which the  corporation was  incorporated.  The date of filing the original
certificate of  incorporation  of the corporation with the Secretary of State of
the State of Delaware was June 25, 1993. The  Certificate of  Incorporation  was
amended on March 24, 1994.

            2.  The amended certificate of incorporation of the corporation is
hereby further amended by deleting  Article FIRST and in its stead  substituting
the following:

              "FIRST:  The name of the corporation is Productivity Technologies
 Corp."

            3.  The amended certificate of incorporation of the corporation is
hereby further amended by adding the following:

              "TENTH:  The Board of Directors shall be and is divided into three
           classes:  Class I, Class II and Class III. The number of directors in
           each  class  shall be the  whole  number  contained  in the  quotient
           arrived at by dividing the  authorized  number of directors by three.
           If a fraction is also contained in such quotient and if such fraction
           is one-third  (1/3),  the extra  director  shall be a member of Class
           III, If the fraction is two-thirds  (2/3), one of the extra directors
           shall be a member  of Class  III and the  other  shall be a member of
           Class II. Each director  shall serve for a term ending on the date of
           the third annual  meeting  following the annual meeting at which such
           director was elected: provided however, those directors elected to be
           the initial directors of Class I shall serve for a term ending on the
           date of the annual meeting in 1997 and those directors  elected to be
           the  initial  directors  of Class II shall serve for a term ending on
           the date of the annual meeting in 1998.

              In the event of any increase or decrease in the authorized  number
           of   directors,   (i)  each  director  then  serving  as  such  shall
           nevertheless  continue  as a director in the class of which he or she
           is a member until the  expiration  of his or her current term, or his
           or her prior death, retirement,  resignation or removal, and (ii) the
           newly  created  or  eliminated   directorships  resulting  from  such
           increase or decrease  shall be  apportioned by the Board of Directors
           to such  class or  classes  as shall,  so far as  possible  bring the
           number of directors in the respective  classes into  conformity  with
           the formula in this ARTICLE  TENTH,  as applied to the new authorized
           number of directors.



                             





              Notwithstanding  any of the  foregoing  provisions of this ARTICLE
           TENTH,  each  director  shall  serve  until his or her  successor  is
           elected  and has  qualified  or until his or her  death,  retirement,
           resignation or removal.  No director may be removed during his or her
           term  except for cause.  Should a vacancy  occur or be  created,  the
           remaining  directors  (even  though  less than a quorum) may fill the
           vacancy for the full term of the class in which the vacancy occurs or
           is created."

           4.   Except as otherwise amended hereby,  the provisions of the 
amended certificate of incorporation of the corporation are in full force 
and effect.

           5.  The amendment to the amended certificate of incorporation herein
certified  has been  duly  adopted  by the  directors  and  stockholders  of the
corporation  by the vote  prescribed  by Section 242 of the GCL and shall become
effective on the date of the filing of this certificate.


Signed on May 21, 1996                               /s/ Samuel N. Seidman
                                                 Samuel N. Seidman, President


ATTEST:


 /s/ Jesse A. Levine
Jesse A. Levine, Secretary



STATE OF NEW YORK  )
                       )ss:
COUNTY OF NEW YORK )


           BE IT REMEMBERED  that,  on May 21, 1996,  before me, a Notary Public
duly authorized by law to take  acknowledgment of deeds,  personally came Samuel
N. Seidman,  President,  and Jesse A. Levine,  Secretary of  Production  Systems
Acquisition Corporation,  who duly signed the foregoing instrument before me and
acknowledged  that such signing is their act and deed,  that such  instrument as
executed  is the act and deed of said  corporation,  and that the  facts  stated
herein are true.

           Given under my hand on May 21, 1996.  


                                             /s/ Noah Scooler
                                                Notary Public