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                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 BITSTREAM INC.

                           Pursuant to Section 242 of
              the General Corporation Law of the State of Delaware

     The undersigned, Bitstream Inc. (the "Corporation"), in order to amend its
Certificate of Incorporation, hereby certifies as follows:

     FIRST: The name of the Corporation is

                                 BITSTREAM INC.

     SECOND: The Corporation hereby amends its Certificate of Incorporation as
follows:

     The introductory paragraph to Article FOURTH of the Certificate of
Incorporation, which sets forth the authorized capital stock of the Corporation,
is hereby deleted in its entirety and the following is substituted therefor:

                         "FOURTH: The total number of shares of stock that the
                    Corporation shall have authority to issue is 36,500,000,
                    divided as follows: (a) 30,500,000 shares of Common Stock
                    (i) 30,000,000 shares of which shall be Class A Common
                    Stock, par value $.01 per share, and (ii) 500,000 shares of
                    which shall be Class B Common Stock, par value $.01 per
                    share, and (b) 6,000,000 shares of Preferred Stock, par
                    value $.01 per share."

     Article FOURTH, Part A, paragraph 4.7.3, which sets forth the definition of
"Regulated Stockholder," is hereby deleted in its entirety and the following is
substituted therefor:

                         "4.7.3. "Regulated Stockholder" shall mean (i) any
                    stockholder that is subject to the provisions of Regulation
                    Y of the Board of Governors of the Federal Reserve System
                    (12 C.F.R. Part 225) or any successor to such regulation
                    ("Regulation Y") and which holds shares of Class B Common
                    Stock of the Corporation immediately following the
                    conversion of Class B Preferred Stock into Class B Common
                    Stock upon the effectiveness of the Corporation's initial
                    public offering, so long as such stockholder shall hold such
                    shares of Common Stock or shares issued upon conversion of
                    such shares, (ii) any Affiliate of any such Regulated
                    Stockholder that is a transferee of any shares of



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                    Common Stock of the Corporation, so long as such Affiliate
                    shall hold, and only with respect to, such shares of Common
                    Stock or shares issued upon conversion of such shares and
                    (iii) any Person to which such Regulated Stockholder or any
                    of its Affiliates has transferred such shares, so long as
                    such transferee shall hold, and only with respect to, any
                    shares transferred by such stockholder or Affiliates or any
                    shares issued upon conversion of such shares but only if
                    such Person (or any Affiliate of such Person) falls subject
                    to the provisions of Regulation Y."

     Article FOURTH, Part C, which sets forth the rights, powers,
qualifications, limitations and restrictions of the Corporation's Class A
Preferred Stock and Class B Preferred Stock, is hereby deleted in its entirety.

     THIRD: The amendment effected herein was authorized by the consent in
writing, setting forth the action so taken, signed by the holders of at least a
majority of the outstanding shares entitled to vote thereon, and due notice so
taken has been given to those shareholders who have not consented in writing
pursuant to Sections 222, 228 and 242 of the General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 4th day of November,
1996.


                                   BITSTREAM INC.


                                   By:
                                       ------------------------------
                                       Name: C. Raymond Boelig
                                       Title:  President and CEO

ATTEST:


- ---------------------------------
Name:  Paul A. Gajer
Title:  Assistant Secretary