CERTIFICATE OF AMENDMENT

                                       to

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       of

                            MEDE AMERICA CORPORATION

     MEDE AMERICA  CORPORATION,  a corporation  organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

     FIRST:  that the  following  resolutions  were duly  adopted  by  unanimous
written  consent of the Board of Directors  of the  Corporation,  setting  forth
proposed  amendments to the  Certificate of  Incorporation  of the  Corporation;
determining that the capital of the Corporation will not be decreased on account
of such amendments;  and declaring such amendments to be advisable and directing
that such amendments be submitted to the stockholders of the Corporation for its
approval. The resolutions are as follows:

          "RESOLVED,   that  there  is  hereby   adopted  an  amendment  to  the
     Corporation's Amended and Restated Certificate of Incorporation pursuant to
     which  Section 1 of Part I of Article  FOURTH of the Amended  and  Restated
     Certificate of Incorporation of the Corporation shall be amended to include
     the following as subsection (iii):

          '(iii) To the extent that the Corporation  receives  proceeds from the
     exercise of an  underwriter's  over-allotment  option in a firm  commitment
     initial  public  offering as  contemplated  by Section 6A,  those  proceeds
     received shall be used to pay accrued and unpaid  dividends on the Series A
     Preferred  Stock.  Such  payment  shall  be made  immediately  prior to the
     mandatory  conversion of the Series A Preferred  Stock described in Section
     6A.'

          "RESOLVED,   that  there  is  hereby   adopted  an  amendment  to  the
     Corporation's Amended and Restated Certificate of Incorporation pursuant to
     which the last  sentence  of Section 6A of Part I of Article  FOURTH of the
     Amended and Restated  Certificate of Incorporation of the Corporation shall
     be amended, to read in its entirety, as follows:

          'Such  conversion shall be effective 30 days after the closing of such
     public  offer  ing or  sooner  if upon the  exercise  of the  underwriter's
     over-allotment  option (the "Conversion  Date");  provided,  however,  that
     certificates  evidencing  the  shares of Common  Stock  issuable  upon such
     conversion  shall not be issued except on surrender of the certificates for
     the shares of the Series A Preferred Stock so converted.






          "RESOLVED,   that  there  is  hereby   adopted  an  amendment  to  the
     Corporation's Amended and Restated Certificate of Incorporation pursuant to
     which  Section 6B of Part I of Article  FOURTH of the Amended and  Restated
     Certificate  of  Incorporation  of the  Corporation  shall be  amended,  to
     include the following sentence as the fourth sentence thereof:

          'No dividends  shall accrue on the Series A Preferred Stock during the
     period between the closing of a public offering  contemplated by Section 6A
     and the Conversion Date.'

          "RESOLVED that the Board of Directors  determines  that the capital of
     the  Corporation  will  not  be  decreased  on  account  of  the  foregoing
     amendment,  declares the foregoing  amendment to the Corporation's  Amended
     and Restated  Certificate of Incorporation to be advisable and directs that
     the  amendment  be submitted to the stock  holders of the  Corporation  for
     their approval pursuant to Section 242(b) of the General Corporation Law of
     the State of Delaware."

     SECOND:  that the  Amendment  of the Amended and  Restated  Certificate  of
Incorporation effected by this Certificate was duly authorized by the holders of
a majority of the outstanding capital stock of the Corporation  entitled to vote
thereon, after first having been declared advisable by the Board of Directors of
the  Corporation,  all in accordance  with the provi sions of Section 242 of the
Delaware General Corporation Law.

     THIRD: that the capital of the Corporation will not be reduced under, or by
reason of, the foregoing  amendment to the Certificate of  Incorporation  of the
Corporation.





     IN WITNESS WHEREOF, MEDE AMERICA CORPORATION has caused this certificate to
be signed by Thomas Staudt, its President and Chief Executive Officer, this 20th
day of January, 1999.

                                        MEDE AMERICA CORPORATION

                                        By:/s/ Thomas Staudt
                                           -------------------------------------
                                           Thomas Staudt
                                           President and Chief Executive Officer