EXHIBIT 3.4



          CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

                                     OF

                               CLARANT, INC.


It is hereby certified that:

     1. The name of the corporation (hereinafter called the "corporation")
is: Clarant, Inc.

     2. The certificate of incorporation of the corporation is hereby amended
by striking out the First Article thereof and by substituting in lieu of said
Article the following new Article:

     "FIRST: The name of the corporation is Clarant Worldwide Corporation
(the "Corporation")".

     3. The amendment of the certificate of incorporation herein certified
has been duly adopted in accordance with the provisions of Sections 228(a)
and 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said Clarant, Inc. has caused this certificate to be
signed by Guillermo G. Marmol, its authorized officer, this 4th day of June,
1999.




                             /s/ Guillermo G. Marmol
                             --------------------------------------------
                             Guillermo G. Marmol
                             Title: President and Chief Executive Officer