Exhibit 3(c)
                                                                                
                      CERTIFICATE OF OWNERSHIP AND MERGER

                                      OF

                     ACCESS WORLDWIDE COMMUNICATIONS, INC.
                           (a Delaware corporation)

                                     INTO

                         CULTURALACCESSWORLDWIDE, INC.
                           (a Delaware corporation)

          It is hereby certified that:

          1.  CulturalAccessWorldwide, Inc. (the "Corporation") is a business
corporation of the State of Delaware.

          2.  The Corporation is the owner of all of the outstanding shares of
the stock of Access Worldwide Communications, Inc., which is also a business
corporation of the State of Delaware.

          3.  In connection with the merger described in Item 4, the Corporation
hereby changes its name to Access Worldwide Communications, Inc.

          4  On October 15, 1998, the Board of Directors of the Corporation
adopted the following resolutions to merge Access Worldwide Communications, Inc.
into the Corporation:

               RESOLVED that Access Worldwide Communications, Inc. be merged
          into the Corporation, and that all of the estate, property, rights,
          privileges, powers and franchises of Access Worldwide Communications,
          Inc. be vested in and held and enjoyed by the Corporation as fully and
          entirely and without change or diminution as the same were before held
          and enjoyed by Access Worldwide Communications, Inc. in its name; and
          it is

               FURTHER RESOLVED that the Corporation shall assume all of the
          obligations of Access Worldwide Communications, Inc.; and it is

               FURTHER RESOLVED that the Corporation shall change its name to
          Access Worldwide Communications, Inc.; and it is

               FURTHER RESOLVED that in connection with the foregoing
          resolutions, the Corporation shall cause to be executed and filed
          and/or recorded the documents prescribed by the laws of the State of
          Delaware and by the laws of any other appropriate jurisdiction and
          will cause to 

 
                                                                               2

          be performed all necessary acts within the State of Delaware and
          within any other appropriate jurisdiction.


Dated: October 15, 1998.

                                              CULTURALACCESSWORLDWIDE, INC.



                                              By:  /s/ John Fitzgerald
                                                  ----------------------------
                                                       John Fitzgerald
                                                       President