EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                           BECOR COMMUNICATIONS, INC.
                            (A Delaware Corporation)

     BECOR COMMUNICATIONS, INC., a corporation duly organized and existing under
and by virtue of the  General  Corporation  Law of the State of  Delaware,  does
hereby certify:

     1.   The present name of this  corporation  is BECOR  COMMUNICATIONS,  INC.
(hereinafter the "Corporation").

     2.   The Certificate of Incorporation of this Corporation is hereby amended
by deleting Article FOURTH in its entirety and replacing it with the following:

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

     (A)  Twenty-Five  Million  (25,000,000)  shares of common  stock with a par
     value of one mil ($0.001)  per share,  amounting  to  Twenty-Five  Thousand
     Dollars ($25,000.00)

     (B) At the effective time of this amendment,  each share of common stock in
     the  Corporation  which is issued and outstanding as of the record date set
     by the  Corporation's  Board of  Directors  shall be  subject  to a 1 for 4
     reverse split.

                  The foregoing amendment was duly adopted by the Corporation in
accordance  with the applicable  provision of Section 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, its President and Chief Financial  Officer,  on this 29th
day of August, 2000.

                                 /s/ Buddy Young
                                 ---------------------------
                                 BUDDY YOUNG, Authorized Officer