Exhibit (3)(i)(d)


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                    GHS, INC.

         GHS, INC., a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of said corporation, by the
unanimous written consent of its members, filed with the minutes of the Board,
adopted a resolution proposing and declaring advisable the following amendment
to the Restated Certificate of Incorporation of said corporation:

         RESOLVED, that the Restated Certificate of Incorporation of GHS, INC.
         be amended by changing paragraph (a) of the Article thereof numbered
         "FOURTH" so that, as amended, paragraph (a) of said Article shall be
         and read as follows:

                  "(a) The corporation shall be authorized to issue an aggregate
         of One Hundred One Million (101,000,000) shares of capital stock,
         consisting of One Million (1,000,000) shares of Preferred Stock having
         a par value of one cent ($.01) per share (the "Preferred Stock") and
         One Hundred Million (100,000,000) shares of Common Stock having a par
         value of one cent ($.01) per share (the "Common Stock"). Subject to the
         provisions of this Certificate of Incorporation and except as otherwise
         provided by law, the stock of the corporation, regardless of class, may
         be issued for such consideration and for such corporate purposes as the
         Board of Directors may from time to time determine."

         SECOND: That in lieu of a meeting and vote of stockholders, the
stockholders have given written consent to said amendment in accordance with the
provisions of Section 228 of the General Corporation Law of the State of
Delaware and written notice of the adoption of the amendment has been given as
provided in Section 228 of the General Corporation Law of the State of Delaware
to every stockholder entitled to such notice.





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         THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Sections 242 and 228 of the General Corporation Law
of the State of Delaware and Article Nine of the Restated Certificate of
Incorporation.


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     IN WITNESS WHEREOF, said GHS, INC. has caused this certificate to be signed
by Beth Polish, its President and Chief Operating Officer, this 1st day of
November, 1999.

                                    GHS, INC.

                                    By: /s/ BETH POLISH
                                        ---------------------------------------
                                         Beth Polish
                                         President and Chief Operating Officer