Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATE OF INCORPORATION OF
                               MLC HOLDINGS, INC.

     Pursuant to Section 242 of the  Delaware  Corporation  Law,  MLC  Holdings,
Inc., a Delaware corporation (the "Corporation"), hereby certifies as follows:

     1. The Corporation's names is "MLC Holdings, Inc."

     2. The  Corporation's  certificate  of  incorporation  hereby is amended by
striking  out  existing  Article  "FOURTH"  thereof  and  replacing  it with the
following new Article "FOURTH":

                                     "FOURTH

     The total  number of shares of all classes of stock  which the  Corporation
shall  have  authority  to issue is  twenty-seven  million  (27,000,000)  shares
consisting of twenty-five  million  (25,000,000) shares of common stock having a
par value of $.01 per share (the  "Common  Stock") and two  million  (2,000,000)
shares of preferred  stock having a par value of $.01 per share (the  "Preferred
Stock").

     The  Board of  Directors  of the  Corporation  is  authorized,  subject  to
limitations  prescribed by law, to provide by resolution or resolutions  for the
issuance  of shares of the  Preferred  Stock as a class or in  series,  and,  by
filing  a  certificate  of  designations,   pursuant  to  the  Delaware  General
Corporation  Law,  setting  forth a copy of such  resolution or  resolutions  to
establish  from time to time the  number of shares to be  included  in each such
series and to fix the designation,  powers, preferences and rights of the shares
of the class or of each such  series and the  qualifications,  limitations,  and
restrictions  thereof.  The authority of the Board of Directors  with respect to
the class or each series shall include,  but not be limited to, determination of
the following:

     a) the  number  of  shares  constituting  any  series  and the  distinctive
designation of that series;

     b) the dividend  rate of the shares of the class or of any series,  whether
dividends  shall be  cumulative,  and if so,  from which date or dates,  and the
relative  rights of  priority,  if any of payment of  dividends on shares of the
class or of that series;

     c) whether the class or any series shall have voting rights, in addition to
the voting rights provided by law, and if so, the terms of such voting rights;

     d) whether the class or any series shall have conversion privileges and, if
so, the terms and conditions of conversion,  including  provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;

     e)  whether  or not the  shares  of the  class  or of any  series  shall be
redeemable,  and, if so, the terms and conditions of such redemption,  including
the date or dates upon or after  which they shall be  redeemable  and the amount
per share payable in case of redemption,  which amount may vary under  different
conditions and at different redemption dates;

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     f)  whether  the class or any  series  shall  have a  sinking  fund for the
redemption or purchase of shares of the class or of that series,  and if so, the
terms and amount of such sinking fund;

     g) the  rights of the  shares of the class or of any series in the event of
voluntary or involuntary  dissolution or winding up of the Corporation,  and the
relative  rights of  priority,  if any,  of payment of shares of the class or of
that series; and

     h) any other powers, preferences,  rights, qualifications,  limitations and
restrictions of the class or of that series.

     All  rights  accruing  to the  outstanding  shares of the  Corporation  not
expressly  provided  for  to  the  contrary  herein  or in  any  certificate  of
designation shall be vested exclusively in the Common Stock."

     3. The foregoing  amendment was duly adopted in accordance with Section 242
of the Delaware  Corporation  Law, by resolution of the  Corporation's  board of
directors  setting forth said amendment and declaring its  advisability,  and by
the  vote  in  favor  of  said  amendment  of a  majority  of the  Corporation's
stockholders  entitled  to  vote  at the  Corporation's  annual  meeting  of its
stockholders.

     Dated: September 30, 1997            MLC HOLDINGS, INC.



                                          /S/ Kleyton L. Parkhurst
                                          -------------------------
                                          By: Kleyton L. Parkhurst
                                              Secretary
























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