EXHIBIT 3.4

                           CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                          QUICKRESPONSE SERVICES, INC.
                             a Delaware corporation

                           (pursuant to Section 242 of
                      the Delaware General Corporation Law)


     The undersigned, H. Lynn Hazlett, HEREBY CERTIFIES AS FOLLOWS:

     FIRST: The name of the corporation (hereinafter called the "Corporation")
is QuickResponse Services, Inc.

     SECOND: The Certificate of Incorporation of said Corporation, which was
originally incorporated in Delaware on June 23, 1997 under the name
QuickResponse Delaware, Inc., and whose name was corrected by Certificate of
Correction on October 21, 1997 to the Corporation's current name of
QuickResponse Services, Inc., is hereby amended by striking out Article First
thereof and by substituting in lieu of said Article First, the following new
Article First:

          "FIRST: The name of this corporation is QRS Corporation."

     THIRD: The amendment of the Certificate of Incorporation of the Corporation
herein certified has been duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.


     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Certificate of Incorporation this 8th day of May, 1998.



                                        /S/ H. LYNN HAZLETT        
                                        ----------------------------------------
                                        H. Lynn Hazlett, Chief Executive Officer