EXHIBIT 4.6



                            CERTIFICATE OF AMENDMENT
                                     TO THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        INTEGRATED SECURITY SYSTEMS, INC.


         Integrated Security Systems, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

         FIRST: The name of the Corporation is Integrated Security Systems, Inc.

         SECOND: The Board of Directors of the Corporation, by the unanimous
written consent of its members, adopted a resolution proposing and declaring
advisable that the number of authorized shares of the Corporation's Common
Stock, par value $.01 per share, be increased from 35,000,000 shares to
75,000,000 by adopting the following amendment to the Restated Certificate of
Incorporation of the Corporation:

                  Article FOURTH shall be amended in its entirety as follows:

                  "FOURTH: The total number of shares of stock which the
         Corporation shall have authority to issue is 75,750,000 shares, of
         which 75,000,000 shares shall be Common Stock, par value $.01 per share
         ("Common Stock"), and 750,000 shares shall be Preferred Stock, par
         value $.01 per share ("Preferred Stock")."

         THIRD: The resolution adopted by the Board of Directors has been duly
adopted by vote of the holders of a majority of the outstanding Common Stock and
Series D $20 convertible preferred stock, voting together as a class, at the
Annual Meeting of Stockholders duly called and held in accordance with the
provisions of Sections 211 and 222 of the General Corporation Law of the State
of Delaware, as an amendment to the Restated Certificate of Incorporation of the
Corporation.

         FOURTH: The aforesaid amendment was duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.

         IN WITNESS WHEREOF, Integrated Security Systems, Inc. has caused this
certificate to be signed by its Chief Executive Officer and attested to by
Secretary, as of May 10, 2001.

                               INTEGRATED SECURITY SYSTEMS, INC.


                               By:  /s/ C. A. Rundell, Jr.
                                    -------------------------------------------
                                    C. A. Rundell, Jr.
                                    Chief Executive Officer