CERTIFICATE OF AMENDMENT OF THE
                         CERTIFICATE OF INCORPORATION OF

                            NETWORK PERIPHERALS INC.

         Network  Peripherals  Inc., a corporation  organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware,  does
hereby certify:

         FIRST:  That at a meeting of the Board of Directors,  resolutions  were
duly adopted setting forth a proposed  amendment to the Restated  Certificate of
Incorporation of said corporation,  declaring said amendment to be advisable and
calling for a vote of the  stockholders  of said  corporation at the next annual
meeting of the  stockholders.  Pursuant  to such  resolutions,  Article  Fourth,
subparagraph (A), of the Corporation's  Restated Certificate of Incorporation is
amended in its entirety as follows:

                      "FOURTH:
                           (A) Classes of Stock.  The  Corporation is authorized
to issue two classes of stock to be designated, respectively, "Common Stock" and
"Preferred  Stock."  The  total  number  of  shares  which  the  Corporation  is
authorized  to issue is Sixty Two Million  (62,000,000)  shares.  Sixty  Million
(60,000,000)  shares shall be Common Stock,  $0.001 par value per share, and Two
Million  (2,000,000)  shares  shall be  Preferred  Stock,  $0.001  par value per
share."

         SECOND:  That  thereafter,  pursuant  to  resolutions  of its  Board of
Directors,  a vote of the  stockholders  of said  corporation  was  taken at the
annual  meeting of  stockholders  held on April 25, 2000,  pursuant to which the
necessary  number of shares as  required  by statute  and by said  corporation's
Restated Certificate of Incorporation were voted in favor of the amendment.

         THIRD:  That said  amendment  was duly adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.


         IN WITNESS WHEREOF,  said corporation has caused this certificate to be
signed and attested by its duly authorized officer as of April 25, 2000.

                                  By:      \s\ William F. Rosenberger

                                           William F. Rosenberger
                                           President and Chief Executive officer