EXHIBIT 4.4 ----------- CERTIFICATE OF AMENDMENT ------------------------ Pursuant to Section 26 of the Rights Agreement dated as of September 4, 1992 (the "Rights Agreement") between Candela Corporation (the "Company") and Bank Boston, N.A., as...

                                                                     EXHIBIT 4.4
                                                                     -----------
                           

                           CERTIFICATE OF AMENDMENT
                           ------------------------

     Pursuant to Section 26 of the Rights Agreement dated as of September 4, 
1992 (the "Rights Agreement") between Candela Corporation (the "Company") and 
Bank Boston, N.A., as Rights Agent (the "Rights Agent"), the Company hereby 
certifies that the Second Amendment to the Rights Agreement, attached as Exhibit
1 hereto, is in compliance with said Section 26.

Dated as of October____, 1998.

                                             
                                             CANDELA CORPORATION
                    
                                             By: 
                                                 __________________________
                                                 Name:  Xxxxxx X. Xxxxxx 
                                                 Title: President and Chief 
                                                        Executive Officer