EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  eGLOBE, INC.

                  eGlobe, Inc. (the "Corporation"),  a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify as follows:

                  FIRST: That in accordance with the requirements of Section 242
of the General Corporation Law of the State of Delaware,  the Board of Directors
of the  Corporation,  acting at a meeting of the directors of the Corporation at
which a quorum was present,  duly adopted  resolutions  proposing  and declaring
advisable  an  increase  to  the  Corporation's  authorized  capital  stock  and
recommending  that  such  increase  be  submitted  to  the  stockholders  of the
Corporation for their consideration, action and approval.

                  SECOND:  That the  amendment  to the Restated  Certificate  of
Incorporation of the Corporation is as follows:

                    ARTICLE  IV  (entitled  "Capital  Stock")  of  the  Restated
Certificate of Incorporation is hereby amended such that the number of shares of
common stock, with a par value of $0.001,  that the Corporation has authority to
issue,  shall be 200,000,000  shares. The phrase  "100,000,000  shares of Common
Stock"  in  clause  (i) of the  first  paragraph  of  Article  IV shall now read
"200,000,000 shares of Common Stock."

                  THIRD: That thereafter, pursuant to resolution of the Board of
Directors,  at least a  majority  of the  outstanding  stock of the  Corporation
entitled to vote thereon, acting at a meeting of stockholders of the corporation
at which a quorum was present in accordance with the General  Corporation Law of
the State of Delaware,  duly approved such increase and the aforesaid  amendment
to the Restated  Certificate of Incorporation of the Corporation to reflect such
increase.

                  FOURTH:   That  the   aforesaid   amendment  to  the  Restated
Certificate of  Incorporation  of the Corporation was duly adopted in accordance
with the provisions of Section 242 of the General  Corporation  Law of the State
of Delaware.

                  FIFTH:  That upon this  Certificate  of  Amendment of Restated
Certificate of Incorporation of eGlobe, Inc. becoming effective, the Corporation
shall be authorized to issue 200,000,000 shares of common stock.






                  IN  WITNESS   WHEREOF,   the   Corporation   has  caused  this
Certificate  of  Amendment  of  Restated  Certificate  of  Incorporation  of the
Corporation to be duly executed and  acknowledged in accordance with Section 103
of the  General  Corporation  Law of the State of  Delaware  on this 23rd day of
March, 2000.

                                           eGLOBE, INC.


                                           By: /S/ CHRISTOPHER J. VIZAS
                                               -------------------------
                                               Name: Christopher J. Vizas
                                               Title:  Chairman of the Board and
                                                       Chief Executive Officer