EXHIBIT 3
                                                                       ---------

                               State of Delaware

                        Office of the Secretary of State

                        --------------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "VERNITRON CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF
JULY, A.D. 1996, AT 9 O'CLOCK A.M.

     A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDED OF DEEDS FOR RECORDING.


                       -----------------------------------
                       GREAT SEAL OF THE STATE OF DELAWARE

                                     [LOGO]

                             * 1793 * 1847 * 1907 *
                       -----------------------------------


               [SEAL] /s/ Edward J. Freel
                      -----------------------------------
                      Edward J. Freel, Secretary of State

AUTHENTICATION: 8042612
          DATE: 07-26-96



                                                                       Exhibit 3
                                                                       ---------

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             VERNITRON CORPORATION

     Vernitron Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     FIRST, that by action by written consent by the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment to
the Certificate of Incorporation of the Corporation, declaring the amendment to
be advisable and calling for consideration thereof at the Annual Meeting of
Stockholders of the Corporation. The proposed amendment is as follows:

     Section 4 of the Certificate of Incorporation of the Corporation shall be
amended by: (i) amending and restating in its entirety Section 4(a) thereof,
said Section 4(a) to read, as amended and restated, as follows: "4(a) The
aggregate number of shares which the Corporation shall have authority to issue
is 8,000,000, of which 4,000,000 shares of the par value $.01 per share shall be
designated "Preferred Stock", and 4,000,000 shares of the par value $.01 per
share shall be designated "Common Stock"; and (ii) by adding to the end of
Section 4 the following: "Upon the filing with the Secretary of the State of the
State of Delaware of a Certificate of Amendment whereby Section 4(a) of the
Certificate of Incorporation of the Corporation is so amended and restated, each
share of common stock, par value $.01, of the Corporation issued and outstanding
immediately prior thereto shall be combined into 0.20 shares of Common Stock. In
lieu of the issuance of a fractional share that would otherwise result from the
reverse stock split, the Corporation shall deliver to any stockholder that would
otherwise receive a fractional share one additional share."

     SECOND, that, thereafter the Annual Meeting of Stockholders of the
Corporation was duly called and held, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware, at which meeting the
necessary number of shares as required by statute were voted in favor of the
proposed amendment.

     THIRD, that the proposed amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Stephen W. Bershad, its Chairman of the Board and Chief Executive
Officer and attested by Elliot N. Konopko, its Secretary, this 25th day of July,
1996.

                                   VERNITRON CORPORATION

                                   By: /s/ Stephen W. Bershad
                                      --------------------------------- 
                                       Stephen W. Bershad
                                       Chairman of the Board and
                                       Chief Executive Officer


ATTEST:

/s/ Elliot N. Konopko
- ----------------------------
Elliot N. Konopko, Secretary