EXHIBIT 3(e)

                            CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  HOWTEK, INC.

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            Adopted in accordance with the provisions of Section 242
             of the General Corporation Law of the State of Delaware
            --------------------------------------------------------

     The undersigned, being the President of HOWTEK, INC. (the "Corporation"), a
corporation  existing  under  the laws of the  State of  Delaware,  does  hereby
certify as follows:

     FIRST:  That the Certificate of  Incorporation  of the Corporation has been
amended as follows by striking out the whole of Article FOURTH thereof as it now
exists and inserting in lieu and instead thereof a new Article  FOURTH,  reading
as follows:

          "FOURTH:  The  total  number  of shares  of  capital  stock  which the
     Corporation   shall  have   authority  to  issue  is   Twenty-Six   Million
     (26,000,000) shares, of which Twenty-Five Million (25,000,000) shares shall
     be Common  Stock,  par value $.01 per share,  and One  Million  (1,000,000)
     shares shall be Preferred Stock, par value $.01 per share.

          The  Preferred  Stock may be  issued  from time to time in one or more
     series.  The Board of  Directors  of the  Corporation  is hereby  expressly
     authorized  to provide,  by resolution  or  resolutions  duly adopted by it
     prior to  issuance,  for the  creation  of each such  series and to fix the
     designation   and  the   powers,   preferences,   rights,




     qualifications, limitations and restrictions relating to the shares of each
     such series.  The authority of the Board of Directors  with respect to each
     series of Preferred Stock shall include, but not be limited to, determining
     the following:

          (a)  the  designation  of the  series  and the  number  of  shares  to
     constitute  such series  (which  number may be increased or decreased  from
     time to time unless otherwise provided by the Board of Directors);

          (b) the  dividend  rate (or  method of  determining  such  rate),  any
     conditions  on  which  and  times  at  which  dividends  are  payable,  the
     preference  or relation  which such  dividends  shall bear to the dividends
     payable on any other  class or  classes  or of any other  series of capital
     stock  including the Preferred  Stock,  and whether such dividends shall be
     cumulative or non-cumulative;

          (c)  whether  the  series  will be  redeemable  (at the  option of the
     Corporation or the holders of such shares or both, or upon the happening of
     a specified event) and, if so, the redemption prices and the conditions and
     times upon which  redemption may take place and whether for cash,  property
     or rights, including securities of the Corporation or another corporation;

          (d)  whether  the  shares  of such  series  shall  be  subject  to the
     operation  of a  retirement  or sinking  fund and, if so, the extent to and
     manner in which any such retirement or sinking fund shall be applied to the
     purchase or redemption of the shares of such series for retirement or other
     corporate  purposes and the terms and provisions  relating to the operation
     thereof;

          (e)  the  conversion  or  exchange   rights  (at  the  option  of  the
     Corporation or the holders of such shares or both, or upon the happening of
     a specified  event),  if any,  including the conversion or exchange  times,
     prices, rates, adjustments and other terms of conversion or exchange;




          (f)  whether the shares of such  series  shall have  voting  rights in
     addition to any voting  rights  provided as a matter of law and, if so, the
     terms of such voting rights, which may be general or limited;

          (g) the  conditions  or  restrictions,  if any,  upon the  creation of
     indebtedness of the Corporation or upon the issue or reissue or sale of any
     additional  stock,  including  additional  shares of such  series or of any
     other series of Preferred Stock or of any other class;

          (h)  the  rights  of  the  holders  upon   voluntary  or   involuntary
     liquidation, dissolution or winding up of the affairs of the Corporation or
     upon  any  dissolution  of  the  assets  of  the   Corporation   (including
     preferences  over the Common  Stock or other  class or classes or series of
     capital stock including the Preferred Stock);

          (i) the preemptive  rights,  if any, to subscribe to additional issues
     of stock or securities of the Corporation;

          (j) the  limitations and  restrictions,  if any, to be effective while
     any shares of such series are outstanding  upon the payment of dividends or
     the making of other distributions on, and upon the purchase,  redemption or
     other  acquisition  by the  Corporation  of, the Common  Stock or shares of
     stock of any other class or any other series of Preferred Stock; and

          (k) such other special rights and privileges,  if any, for the benefit
     of the holders of the Preferred  Stock, as shall not be  inconsistent  with
     the  provisions  of the  Corporation's  Certificate  of  Incorporation,  as
     amended, or applicable law.

          All shares of Preferred Stock of the same series shall be identical in
     all  respects,  except  that shares of any one series  issued at  different
     times may differ as to dates,  if any,  from which  dividends  thereon  may
     accumulate. All shares of Preferred Stock redeemed,  purchased or otherwise
     acquired by the Corporation  (including  share  surrendered for conversion)
     shall be cancelled and thereupon  restored to the status of authorized  but
     unissued shares of Preferred Stock undesignated as to series."

     SECOND:  That such amendment has been duly adopted by the affirmative  vote
of the  holders  of a  majority  of the stock  entitled  to vote at a meeting of
stockholders in accordance with the provisions of the General Corporation Law of
the State of Delaware. Dated: September 28, 1999.


                                             HOWTEK, INC.


                                             By: /s/ W.Scott Parr
                                                 ---------------
                                                 W.Scott Parr