EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                               BECOR INTERNET INC.

                           ---------------------------


     BECOR  INTERNET  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  interest 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:

     Twenty-Five Million (25,000,000) shares with a par value of One Mil ($.001)
each, amounting Twenty-Five Thousand Dollars ($250,000.00).

     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 Buddy Young this 25 day of June A.D.1999.

                                                     /s/ Buddy Young
                                                     ------------------
                                                     Authorized Officer