EXHIBIT 3.3.4



                            CERTIFICATE OF AMENDMENT
                                       OF
                         CERTIFICATE OF INCORPORATION OF
                         PATRIOT SCIENTIFIC CORPORATION

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

I. The amendment to the Corporation's Certificate of Incorporation set forth
below was duly adopted in accordance with the provisions of Section 242 and has
been consented to in writing by the stockholders, in accordance with Section 228
of the General Corporation Law of the State of Delaware.

II. The first paragraph of the FIFTH Article of the Certificate of Incorporation
of the Corporation be amended to read as follows:

                FIFTH. The aggregate number of shares of capital stock of all
        classes which the Corporation shall have authority to issue is TWO
        HUNDRED FIVE MILLION (205,000,000), having a par value of $.00001 per
        share, of which TWO HUNDRED MILLION (200,000,000) shall be designated
        Common Stock (the "Common Stock" or "Common Shares"), and FIVE MILLION
        (5,000,000) shall be designated Preferred Stock, par value $.00001 per
        share (the "Preferred Stock"). The Preferred Stock may be issued from
        time to time in one or more series. All shares shall be issued for such
        consideration or considerations as the Board of Directors of the
        Corporation may from time to time determine. All rights, preferences,
        voting powers, relative, participating, optional or other special rights
        and privileges, and qualifications, limitations or restrictions of the
        Preferred Stock shall be fixed by the Board of Directors of the
        Corporation. The rights, preferences, voting powers, relative,
        participating, optional or other special rights and privileges, and
        qualifications, limitations or restrictions of the Common Stock shall be
        expressly made subject and subordinate to those that may be fixed with
        respect to any shares of the Preferred Stock and shall be as follows:

IN WITNESS WHEREOF, Patriot Scientific Corporation has caused this Certificate
to be executed by Lowell W. Giffhorn, its authorized officer, on this 6th day of
May, 2002.

/s/ LOWELL W. GIFFHORN
- ----------------------
Lowell W. Giffhorn, Exec. V.P., Chief Financial Officer and Secretary



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