EXHIBIT  3.2


                               STATE  OF  DELAWARE
                           CERTIFICATE of AMENDMENT of
                          CERTIFICATE of INCORPORATION
                                       of
                          SENTRY TECHNOLOGY CORPORATION
  _____________________________________________________________________________

First:          That at a meeting of the Board of Directors of Sentry Technology
Corporation, and in accordance with Section 242 of the Delaware General
Corporation Law, resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the shareholders of said
corporation for consideration thereof.

The resolution setting forth the proposed amendment is as follows:

     Resolved, that the Certificate of Incorporation of this corporation be
amended by changing Article Four, Section 1, so that, as amended, said Article
and Section shall be and read as follows:

"FOURTH, Section 1. Authorized Capital Stock. The Company is authorized to issue
                    ------------------------
two classes of capital stock, designated Common Stock and Preferred Stock.  The
total number of shares of capital stock that the Company is authorized to issue
is 170,000,000 shares, consisting of 160,000,000 shares of Common Stock, par
value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value
$0.001 per share, the designations, rights and preferences of which are set
forth in Section 2, below."

Second:     That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the majority stockholders of said corporation was duly called
and  held, upon notice in accordance with Section 222 of the General Corporation
Law  of  the  State  of  Delaware,  and at which meeting the necessary number of
shares  as  required  by  statute  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.

Fourth:     That  the  capital of said corporation shall not be reduced under or
by  reason  of  said  amendment.

                                          SENTRY  TECHNOLOGY  CORPORATION


Dated:  May  24,  2005                    By:     /s/  Peter  J. Mundy
                                                  -----------------------
                                                  Name:  Peter  J.  Mundy
                                                  Title: Secretary