Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   e-NET, INC.

      e-Net, Inc., a corporation duly organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"),

      DOES HEREBY CERTIFY:

      FIRST: The amendment of the Certificate of Incorporation herein certified
has been duly adopted in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

      SECOND:Paragraph 1 of Article FOURTH of the Certificate of Incorporation
of the Corporation is amended by adding after subparagraph 1(b) the following
subparagraph:

                  "(c) Effective as of March 18, 1997, each issued and
outstanding share of common stock with a par value of $.01 is combined and
reclassified, on a one-for-two basis, into one-half of one share of common stock
with a par value of $.01 per share. This Certificate of Amendment shall affect,
as of March 18, 1997, only the shares of common stock issued and outstanding as
of such date, and, except with respect to those shares affected as of such date,
shall have no effect as of the date hereof on shares of common stock issued and
outstanding as of the date hereof.

      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by ____________________, its authorized officer, on this __ day of April,
1998.

                                           e-NET, INC.

                                           By:_____________________________
                                           Name:

                                           Title: