EXHIBIT 3.1C

                            Certificate of Amendment
                                     to the
                          Certificate of Incorporation
                                       of
                          Hertz Technology Group, Inc.

      The undersigned, being the Chairman, President and Chief Executive Officer
of Hertz Technology Group, Inc. (the "Corporation") hereby certifies that:

      FIRST: The name of the Corporation is Hertz Technology Group, Inc.

      SECOND: The Certificate of Incorporation was filed with the Secretary of
State on June 18, 1996.

      THIRD: The Certificate of Incorporation is hereby amended to effect a
one-for-three reverse stock-split of the issued and outstanding shares of the
Corporation's Common Stock, par value $.001 per share.

      FOURTH: To accomplish the foregoing amendment, Article FOURTH is hereby
amended to add the following language at the end thereof:

            "At 9:00 a.m. Eastern Standard Time on the date this Amendment to
the Certificate of Incorporation of the corporation is filed with the Secretary
of the State of Delaware and becomes effective, each three (3) shares of common
stock $0.001 par value per share of the corporation (the "Old Common Stock"),
issued and outstanding or held in the treasury of the corporation immediately
prior to the effectiveness of such filing, shall be combined, reclassified and
changed into one (1) fully paid and nonassessable share of common stock $0.001
par value per share ("Common Stock").

            Each holder of record of a certificate or certificates for one or
more shares of the Old Common Stock shall be entitled to receive as soon as
practicable, upon surrender of such certificate or certificates, a certificate
or certificates representing shares of Common Stock to which such holder shall
be entitled pursuant to the provisions of the immediately preceding paragraph.
Any certificate for one or more shares of the Old Common Stock not so
surrendered shall be deemed to represent one share of the Common Stock for each
three (3) shares of the Old Common Stock previously represented by such
certificate.

            No fractional share of Common Stock or scrip representing fractional
shares shall be issued upon such combination and reclassification of the Old
Common Stock into shares of Common Stock. Instead of there being issued any
fractional shares of Common Stock which would otherwise be issuable upon such
combination and reclassification, the corporation shall round the number of
shares to be received up to the nearest whole number of shares."



      FIFTH: The foregoing amendment was adopted by the Board of Directors of
the Corporation at a special meeting held on September 4, 1998; and pursuant to
ss.228 of the General Corporation Law by the written consent of a majority of
the shares of Old Common Stock entitled to vote thereon, held in accordance with
the provisions of ss.242 of the General Corporation Law.

      IN WITNESS WHEREOF, this Certificate is subscribed as of this 2nd day of
November, 1998 by the undersigned who affirms under penalties of perjury that
the statements contained herein are true and correct.


                                      /s/  Eli E. Hertz
                                      ------------------------------------------
                                      Eli E. Hertz, Chairman, President & C.E.O.


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