CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                          OF CS WIRELESS SYSTEMS, INC.

     CS Wireless Systems, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the Sate of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors of CS Wireless 
Systems, Inc. resolutions were duly adopted setting forth a proposed 
amendment to the Certificate of Incorporation of CS Wireless Systems, Inc., 
declaring said amendments to be advisable and calling a meeting of 
stockholders or alternatively requesting a solicitation of stockholders for 
consideration thereof.  The resolution setting forth the proposed amendment 
is as follows:

     RESOLVED, that the Amended and Restated Certificate of Incorporation of CS
     Wireless Systems, Inc. be amended by deleting ARTICLE FOURTH in its
     entirety and substituting in lieu thereof the following:

     FOURTH: The total number of shares of capital stock which the Corporation
     has the authority to issue is Fifteen Million (15,000,000) shares of common
     stock with a par value of $.001 per share.  The common stock of the
     Corporation shall be entitled to one (1) vote per share in all proceedings
     in which actions shall be taken by the stockholders of the Corporation.  In
     the event of a vacancy from any cause on the Board of Directors, including,
     but not limited to, the death, disability, removal, disqualification,
     resignation or refusal to act of any of the directors, the holders of the
     common stock shall nominate and elect one or more directors to fill the
     vacancy so created.  Any director may be removed at any time, with or
     without cause, by the affirmative vote of stockholders owning more than
     fifty percent (50%) of the common stock.

     SECOND: That pursuant to the direction of the Board of Directors, written
     consent of a majority of stockholders of the Corporation pursuant to
     Section 228 

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     of the General Corporation Law of the State of Delaware was solicited 
     and obtained.

     THIRD: That said amendment was duly adopted in accordance with Section 242
     of the General Corporation Law of the State of Delaware.

     FOURTH: That the capital of the Corporation shall not be reduced under or
     by reason of the amendment.

     IN WITNESS WHEREOF, CS Wireless Systems, Inc. has caused this Certificate
to be signed by Thomas Dixon, Senior Vice President, and Albert G. McGrath, Jr.,
Acting Secretary, on this 20th day of August, 1998.

     CS WIRELESS SYSTEMS, INC.

     BY:
         ------------------------
           THOMAS DIXON,
           SENIOR VICE PRESIDENT

     ATTEST:


     -----------------------------
     ALBERT G. MCGRATH, JR.
     ACTING SECRETARY

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