CERTIFICATE OF AMENDMENT
                               OF
                  CERTIFICATE OF INCORPORATION
                               OF
             ABACUS RESEARCH AND DEVELOPMENT, INC.


     Abacus  Research  and  Development, Inc., 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 said corporation at a meeting duly
convened and held, adopted the following resolution:

     RESOLVED that the Board of Directors hereby declares it advisable and in
the  best interests of the Company that Article Fourth of the Certificate  of
Incorporation be amended to read as follows:

          FOURTH:  The total number of shares of stock which this corporation
is authorized to issue is:

     Six Million (6,000,000) shares of common stock with a par value  of
     One mil ($.001) each amounting to Six Thousand Dollars ($6,000.00).

        SECOND:  That the said amendment has been consented to and authorized
by  the holders of a majority of the issued and outstanding stock entitled to
vote  by  written consent given in accordance with the provisions of  Section
228 of the General Corporation Law of the State of Delaware.

     THIRD: That the aforesaid amendment was duly adopted in accordance  with
the  applicable provisions of Sections 242 and 228 of the General Corporation
Law of the State of Delaware.

     IN  WITNESS WHEREOF, said corporation has caused this Certificate to  be
signed by Clifford T. Matthews this 20th day of March, 2001.

                              /s/Clifford T. Matthews
                              _____________________________________
                              Clifford T. Matthews, President