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                                                                   EXHIBIT 3.1.1



                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                       ORBITAL COMMUNICATIONS CORPORATION

                         PURSUANT TO SECTION 242 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE


      I, Alan L. Parker, President of Orbital Communications Corporation (the
"Corporation"), a corporation organized and existing under the laws of the
State of Delaware, do hereby certify as follows:

            The Certificate of Incorporation of the Corporation is hereby
      amended so that paragraph 5 thereof reads in its entirety as follows:

            5.    The total number of shares of stock that this corporation
                  shall have authority to issue is 5,000,000 shares of Common
                  Stock, $.0l par value per share. Each share of Common Stock
                  shall be entitled to one vote.

            IN WITNESS WHEREOF, I hereunto set my hand and the seal of the
      Corporation this 27 day of July, 1992.



                                    /s/ ALAN L. PARKER
                                    -------------------------
    [CORPORATE SEAL]                Alan L. Parker, President



ATTEST:


/s/ LESLIE C. SEEMAN
- ---------------------------
Leslie C. Seeman, Secretary