EXHIBIT  3.4

FILED
OFFICE  OF  THE  SECRETARY  OF  STATE
STATE  OF  NEVADA
AUG  13  1999
C18556-95
                            CERTIFICATE OF AMENDMENT
                          OF ARTICLES OF INCORPORATION
                                       OF
                                  NETTAXI, INC.


Dean  Rositano  and  Robert  A.  Rositano,  Jr.  certify  that:

1.     They  are  the President and Secretary, respectively, of Nettaxi, Inc., a
Nevada  corporation  (the  "Corporation").

2.     The  following  amendments  to the Articles of Incorporation, as amended,
were  adopted  by  the  board  of  directors  and  by  majority  consent  of the
shareholders  of  the  Corporation  in  the manner prescribed by applicable law.

3.     ARTICLE  I  -  NAME  is  amended  in  its  entirety  to  read as follows:

ARTICLE  I  -  NAME

       The  name  of  the  Corporation  is:  NETTAXI.COM

4.     ARTICLE  XII  is  hereby  added  to  read  as  follows:


                         ARTICLE XII  INDEMNIFICATION
                         ----------------------------

The  Corporation may indemnify to the fullest extent permitted by law any person
made  or  threatened  to  be  made  a  party to an action or proceeding, whether
criminal,  civil,  administrative  or  investigative, by reason of the fact that
such person or his or her testator or intestate is or was a director, officer or
employee of the Corporation, or any predecessor of the Corporation, or serves or
served at any other enterprise as a director, officer or employee at the request
of  the  Corporation  or  any  predecessor  to  the  Corporation.  Any repeal or
modification  of this paragraph by the stockholders of the Corporation shall not
adversely  affect  any  right  or  protection  of  the  above-identified persons
existing  at  the  time  of  such  repeal  or  modification.

5.     The  number of shares of the Corporation outstanding and entitled to vote
at  the  time  of  the  adoption  of  this  amendment  was  21,110,000.

6.     The  foregoing  amendment  has been duly approved by the required vote of
the  shareholders  in  accordance  with  Section 78.320(2) of the Nevada Revised
Statutes.  The number of shares voting in favor of this amendment was 12,698,423
(60%),  which  exceeded  the  vote  required.

The  undersigned  further declare under penalty of perjury under the laws of the
States  of  Nevada and California that the matters set forth in this certificate
are  true  and  correct  of  their  own  knowledge.

Dated:  June  30,  1999            /s/  Dean  Rositano
                                   -------------------
                                   Dean  Rositano,  President

                                   /s/  Robert  A  Rositano,  Jr.
                                   ------------------------------
                                   Robert  A.  Rositano,  Jr.,  Secretary

                                   State  of  California          )
                                                                  )  SS
                                   County  of  Santa  Clara       )



     On  this 2nd day of July, in the year 1999, before me Kathleen M. Catalano,
the  undersigned  notary  public personally appeared Dean Rositano and Robert A.
Rositano,  personally  known to me (or proved to me on the basis of satisfactory
evidence)  to  be  the  individuals  whose  names  are  subscribed to the within
instrument  and  acknowledged  to  me  that  they  executed  the  same  in their
respective  capacities,  and  that  by  their  signatures  on the instrument the
individuals, or the entity upon behalf of which individuals, acted, executed the
instrument.
     WITNESS  my  hand  and  official  seal.

                                   /s/  Kathleen  Catalano
                                   -----------------------
                                   Notary  Public