Exhibit 3.4



                          CERTIFICATE OF INCORPORATION

                                       OF

                           NOVADIGM ACQUISITION, INC.

            FIRST: The name of the Corporation is NovaDigm Acquisition, Inc.

            SECOND: The Corporation's registered office in the State of Delaware
is at Corporation Trust Center, 1209 Orange Street in the City of Wilmington,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

            THIRD: The nature of the business of the Corporation and its purpose
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

            FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 1000 shares of Common Stock, par value $.0l per
share.

            FIFTH: The name and mailing address of the incorporator is as
follows:

                  Philip Galanes
                  c/o Debevoise & Plimpton
                  875 Third Avenue
                  New York, New York 10022

      SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for the
purpose of creating, defining, limiting and regulating the powers of the
Corporation and its directors and stockholders:

            (a) The number of directors of the Corporation shall be fixed and
      may be altered from time to time in the manner provided in the By-Laws,
      and vacancies in the Board of Directors and newly created directorships
      resulting from any increase in the authorized number of directors may be
      filled, and directors may be removed, as provided in the By-Laws.

            (b) The election of directors may be conducted in any manner
      approved by the stockholders at the time when the election is held and
      need not be by ballot.

            (c) All corporate powers and authority of the Corporation (except as
      at the time otherwise provided by law, by this Certificate of
      Incorporation or by the By-Laws) shall be vested in and exercised by the
      Board of Directors.

            (d) The Board of Directors shall have the power without the assent
      or vote of the stockholders to adopt, amend, alter or repeal the By-Laws
      of the Corporation, except to the extent that the By-Laws or this
      Certificate of Incorporation otherwise provide.



            (e) No director of the Corporation shall be liable to the
      Corporation or its stockholders for monetary damages for breach of his or
      her fiduciary duty as a director, provided that nothing contained in this
      Article shall eliminate or limit the liability of a director (i) for any
      breach of the director's duty of loyalty to the Corporation or its
      stockholders, (ii) for acts or omissions not in good faith or which
      involve intentional misconduct or a knowing violation of the law, (iii)
      under Section 174 of the General Corporation Law of the State of Delaware
      or (iv) for any transaction from which the director derived an improper
      personal benefit.

            SEVENTH: The Corporation reserves the right to amend or repeal any
provision contained in this Certificate of Incorporation in the manner now or
hereafter prescribed by the laws of the State of Delaware, and all rights herein
conferred upon stockholders or directors are granted subject to this
reservation.

            IN WITNESS WHEREOF, I, the undersigned, being the incorporator
hereinabove named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make and file this
Certificate, hereby declaring and certifying that the facts herein stated are
true, and accordingly have hereunto set my hand this 2nd day of July, 1993.


                                    /s/ Philip Galanes
                                    ------------------
                                    Philip Galanes