Exhibit 3.2

                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                               IVOICE.COM, INC.




      IVOICE.COM, 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 at a meeting
duly convened and held, adopted the following resolution:

      RESOLVED that the Board of Directors hereby declares it advisable and in
the best interest of the Company that Article Fourth of the Certificate of
Incorporation be amended to read as follows:

      FOURTH:  The total number of shares of stock which this corporation is
authorized to issue is:

One Hundred Fifty Million (150,000,000) Class A Shares With a Par Value of $.01
and Seven Hundred Thousand (700,000) Class B Shares With A Par Value of $.0
Amounting to One Million Five Hundred Seven Thousand Dollars ($1,507,000.00).

      SECOND: That the said amendment has been consented to and authorized by
the holders of a majority of the issued and outstanding stock entitled to vote
by written consent given in accordance with the provisions of Section 228 of the
General Corporation Law of the State of Delaware.

      THIRD: That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 and 228 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, said corporation has caused this Certificate to be
signed by Joel Beagelman, this ninth day of March A.D. 2000.


                                         /s/ Joel Beagelman
                                         Authorized Officer