EXHIBIT 3(i)(c)


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OP INCORPORATION
                                       OF
                                OPTIONABLE, INC.

      The undersigned corporation, Optionable, Inc. (the "Corporation") in order
to amend its Certificate of Incorporation, hereby certifies as follows:

      FIRST: The name of the Corporation is:

            OPTIONABLE, INC.

            SECOND: The Corporation hereby amends its Certificate of
Incorporation as follows:

            Paragraph 4 of the Certificate of Incorporation, relating to the
authorized share issuance of the corporation is hereby amended to read as
follows:

            "4. Nurnber of Shares. The total number of shares of stock which the
            Corporation shall have authority to issue is 2,500,000 shares of
            Common Stock, $0.000l par value ("Common Stock'). Each holder of
            Common Stock shall have one vote in respect of each share of such
            stock held by him.

                  Each share of Common Stock, $0.0001 par value of the
            Corporation issued and outstanding immediately prior to the
            effective date of filing of this Certificate of Amendment is hereby
            reclassified and changed into twenty-five (25) fully paid and
            nonassessable shares of Common Stock, par value $0.0001 of the
            Corporation and each holder of record of a certificate for one or
            more shares of Common Stock, par value $0.0001 of the Corporation as
            of the close of business on the date this Certificate of Amendment
            becomes effective shall be entitled to receive, as soon as
            practicable, upon surrender of such certificate, a certificate or
            certificates representing twenty five (25) shares of Common Stock,
            par value $0.0001 of the Corporation, for each share of Common
            Stock, par value $0.0001 of the Corporation, represented by the
            certificate of such holder, and any fractional shares resulting will
            be rounded up to the next whole share."



      THIRD: The amendment effected herein was authorized by the consent in
writing, setting forth the action so taken, signed by the holders of a majority
of the outstanding shares entitled to vote thereon pursuant to Section 228 and
242 of the General Corporation Law of the State of Delaware.

      IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements
made herein are true under the penalties of perjury, this 31st day of May, 2000.



                                              OPTIONABLE, INC.


                                              /s/ Daniel Saks
                                              ----------------------
                                              Daniel Saks, President