Exhibit 3.1.4

                                                                 ENDORSED-FILED
                                        In the office of the Secretary of State
                                                     of the State of California

                                                                  DEC - 11 1998

                                                 BILL JONES, Secretary of State


                            CERTIFICATE OF AMENDMENT
                                        OF
                            ARTICLES OF INCORPORATION
                                        OF
                                  AUDIO HIGHWAY,
                             A CALIFORNIA CORPORATION



        Grant Jasmin certifies that:

        1.      He is the Executive Vice President and Secretary of 
audiohighway.com, a California corporation.

        2.      Article FOUR of the Articles of Incorporation of this 
corporation shall be deleted in its entirety and a new Article FOUR added in 
its place, which reads in its entirety as follows:

        FOUR:   This corporation is authorized to issue two classes of stock: 
Common and Preferred. The total number of shares of stock that this 
corporation has the authority to issue is 55,000,000 consisting of 50,000,000 
shares of Common Stock, no par value ("Common Stock") and 5,000,000 shares of 
Preferred Stock, no par value ("Preferred Stock"). The Preferred Stock may be 
issued from time to time in one or more series. The Board of Directors is 
authorized to fix the number of shares of any series of Preferred Stock and 
to determine or alter the rights, preferences, privileges and restrictions 
granted to or imposed upon any wholly unissued series of Preferred Stock and, 
within the limits and restrictions stated in any resolution or resolutions of 
the Board of Directors originally fixing the number of shares constituting 
any series of Preferred Stock, to increase (but not below the number of 
shares of any such series then outstanding) the number of shares of any such 
series subsequent to the issue of shares of that series. Upon the amendment 
of this Article FOUR to read as set forth above, each 3.837 outstanding 
shares of Common Stock shall be combined into one share of Common Stock. No 
fractional shares shall be issued to shareholders in connection with this 
reverse stock split, but instead, cash shall be distributed to each 
shareholder who would otherwise have been entitled to receive a fractional 
share. Such cash value shall be based upon the fair market value of the 
shares of Common Stock on the effective date of the stock split, as 
determined by the Board of Directors in its sole discretion, and shall be 
remitted to the shareholders entitled thereto.





        3.      The foregoing amendments to the Articles of Incorporation, as 
amended, have been duly approved by the board of directors.

        4.      The foregoing amendments to the Articles of Incorporation, as 
amended, have been duly approved by the required vote of shareholders in 
accordance with section 902 of the Corporations Code. The total number of 
outstanding shares of Common Stock at the time of the action by shareholders 
was 3,970,585 shares. There are no other classes of voting securities of the 
corporation outstanding. The number of shares voting in favor of the 
foregoing amendments equaled or exceeded the vote required. The percentage 
vote required was more than 50% of the outstanding capital stock.

        I further declare under penalty of perjury under the laws of the 
State of California that the matters set forth in this Certificate are true 
and correct of my own knowledge.

        Dated this 10th day of December, 1998.



                                                     /s/ Grant Jasmin
                                                  -----------------------------
                                                  Grant Jasmin
                                                  EXECUTIVE VICE PRESIDENT




                                                     /s/ Grant Jasmin
                                                  -----------------------------
                                                  Grant Jasmin
                                                  SECRETARY



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