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                                                                     EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT
                                      TO
                         CERTIFICATE OF INCORPORATION
                                      OF
                                  WAXS INC.

            WAXS INC. (the "Corporation"), 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 the Corporation unanimously
adopted a resolution setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable, and
directing that said amendment be presented to the stockholders of the
Corporation for consideration at a special meeting of the stockholders or by
written consent of the stockholders. The resolution setting forth the proposed
amendment is as follows:

            "RESOLVED, that the Certificate of Incorporation of the Corporation
      be amended to change the name of the corporation and that such amendment
      be effected by deleting Article 1 in its entirety and substituting the
      following in lieu thereof:

                                   ARTICLE 1

            The name of the Corporation is WORLD ACCESS, INC.


            SECOND: That the foregoing resolution has been adopted by the
unanimous written consent of the holder of record of all the outstanding stock
of the Corporation entitled to vote thereon.

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

            FOURTH: This Certificate of Merger, and the merger provided for
herein, shall not become effective until and shall become effective at 5:01
p.m. (local time in Dover, Delaware) on October 28, 1998.



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            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed as of this 28th day of October, 1998.

                                    WAXS INC.


                                    By:    /s/ Mark A. Gergel
                                       ----------------------------------------
                                       Mark A. Gergel, Executive Vice President

Attested by:

/s/ Martin D. Kidder
- - ---------------------------
Martin D. Kidder, Secretary