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                                                                     EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                               WORLD ACCESS, INC.

                  World Access, 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 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 resolutions setting forth the proposed
amendment is as follows:

                  RESOLVED, that the Certificate of Incorporation of the
         Corporation be amended to change the number of shares of stock that the
         Corporation has authority to issue and that such amendment be effected
         by deleting the first paragraph of ARTICLE IV and substituting the
         following paragraph in lieu thereof:

                                  CAPITAL STOCK

                  "The total number of shares of stock that the corporation
         shall have authority to issue is One Hundred Sixty Million
         (160,000,000), consisting of One Hundred Fifty Million (150,000,000)
         shares of common stock, $.01 par value per share ("Common Stock"), and
         Ten Million (10,000,000) shares of preferred stock, $.01 par value per
         share ("Preferred Stock")."

The designation, relative rights, preferences and limitations of the shares
remain as stated in the original Certificate of Incorporation.

                  SECOND: That, pursuant to resolution of the Board of Directors
of the Corporation, a special meeting of the stockholders of the Corporation was
duly called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

                  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.

                  IN WITNESS WHEREOF, the Corporation has caused this
certificate to be signed as of this 30th day of November, 1998.

                                      WORLD ACCESS, INC.


                                      By:
                                          -------------------------------------
                                          Steven A. Odom, Chairman of the Board