Exhibit 4.1b

                         Certificate of Amendment
                                   to the
                    Restated Certificate of Incorporation
                                     of
                          Executive Telecard, Ltd.


          Executive Telecard, Ltd., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of
Delaware,

          DOES HEREBY CERTIFY:

          FIRST:  That at a meeting of the Board of Directors of Executive
Telecard, Ltd., held on May 14, 1996, resolutions were duly adopted
setting forth proposed amendments to the Restated Certificate of
Incorporation of said corporation, declaring said amendments to be
advisable and calling a meeting of the shareholders of said corporation
for consideration thereof.  The resolutions setting forth the proposed
amendments are as follows:

          RESOLVED, that the Board of Directors declares it advisable and
recommends that the Restated Certificate of Incorporation of the
Corporation be amended by striking out all of Article IV of the Restated
Certificate of Incorporation and inserting in place thereof:

          "The total number of shares of all classes of stock
          which the Corporation shall have authority to issue is
          100,000,000 shares of Common Stock, with a par value
          of $0.001."

          RESOLVED, that the Board of Directors declares it advisable and
recommends that the Restated Certificate of Incorporation of the
Corporation be amended by striking out all of Article V of the Restated
Certificate of Incorporation and inserting in place thereof:

          "Meetings of the stockholders may be held within or
          without the State of Delaware as the by-laws may
          provide.  The books of the Corporation may be kept,
          subject to any provision contained in Delaware
          statutes, outside the State of Delaware at such
          place(s) as may be designated from time to time by the
          Board of Directors or in the by-laws of the
          Corporation.  Any action required or permitted to be
          taken by the stockholders of the Corporation must be
          effected at a duly called Annual or Special Meeting of
          such holders and may not be effected by a consent in
          writing by any such holders.  This Article may not be
          amended except by the affirmative vote of the holders
          of at least sixty-six and two-thirds percent (662/3%)
          of the shares of stock of the Corporation issued and
          outstanding and entitled to vote."

          SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, an Annual Meeting of the stockholders of said Corporation was
duly called upon notice in accordance with Section 222 of the Delaware
General Corporation Law and held on July 26, 1996, at which Meeting the
stockholders of the Corporation duly approved said proposed amendments by
majority vote.

          THIRD:  That said amendments were duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware.

          IN WITNESS WHEREOF, said Executive Telecard, Ltd. has caused
this Certificate to be signed by Robert N. Schuck, its Executive Vice
President, and John J. Gitlin, its Secretary, this 30th day of July, 1996.


                                      By:/s/ Robert N. Schuck
                                           Robert N. Schuck

                                      Its: Executive Vice President



                                      Attest:/s/John J. Gitlin
                                           John J. Gitlin

                                      Its: Secretary