CERTIFICATE OF AMENDMENT OF

                         CERTIFICATE OF INCORPORATION OF

                               QUANTUM CORPORATION


         Quantum  Corporation,  a corporation  organized and existing  under the
General Corporation Law of the State of Delaware (the "Corporation") does hereby
certify that:

         The amendment to the  Corporation's  Certificate of  Incorporation  set
forth in the following  resolution  was approved by the  Corporation's  Board of
Directors  and  stockholders  and  was  duly  adopted  in  accordance  with  the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.

         RESOLVED:  That the first  paragraph of Section 4 of the Certificate of
         Incorporation  of this  corporation  is hereby  amended  to read in its
         entirety as follows:

                  "The total  number of shares of all classes of stock which the
                  corporation  has  authority  to  issue  is Five  Hundred  Four
                  Million  (504,000,000)  shares,  consisting  of  Five  Hundred
                  Million  (500,000,000)  shares of Common Stock, $.01 par value
                  (the "Common Stock"),  and Four Million  (4,000,000) shares of
                  Preferred Stock, $.01 par value (the "Preferred Stock").

         IN WITNESS WHEREOF,  QUANTUM CORPORATION has caused this Certificate to
be signed and attested by its duly  authorized  officers this 29th day of April,
1997.


                                QUANTUM CORPORATION


                                By: /s/ Michael A. Brown
                                       Michael A. Brown
                                       President and Chief Executive Officer


ATTEST


By:  /s/ Andrew Kryder
   ------------------------
         Andrew Kryder
         Vice President, Corporate General Counsel
         and Assistant Secretary