EXHIBIT 3.1(b)

                                                           STATE OF DELAWARE
                                                          SECRETARY OF STATE
                                                    DIVISION OF CORPORATIONS
                                                   FILED 09:00 AM 02/03/1992
                                                         920355016 - 2063399

                            CERTIFICATE OF AMENDMENT
                                       OF
                        THE CERTIFICATE OF INCORPORATION
                                       OF
                                 VOCALTECH, INC.
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         Adopted in accordance with the provisions of Section 242 of the
                General Corporation Law of the State of Delaware

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     We,  Richard  Melnick,  President,  and  Richard S.  Kalin,  Secretary,  of
Vocaltech,  Inc., a  corporation  organized  and existing  under the laws of the
State of Delaware, do hereby certify as follows:

         FIRST, that the Certificate of Incorporation of said corporation has
been amended as follows:

1. By striking out the whole of ARTICLE FOURTH, subparagraph (a), as
it now exists and inserting in lieu and instead thereof a new ARTICLE
FOURTH, subparagraph (a), reading as follows:

                               "The maximum number of shares which the
              corporation shall have authority to issue is Five Million Eight
              Hundred (5,000,800), of which Five Million (5,000,000) shares
              shall be Common Stock having a par value of $.05 per share
              ("Common Stock") and Eight Hundred (800) shares shall be series
              preferred stock having a par value of $.10 per share ("series
              preferred stock")."

2.  By adding ARTICLE TENTH, reading as follows:

                               "The corporation hereby declares that holders of
              record as of December 2, 1991 of Common Stock, par value $.01 per
              share, be issued one share of Common Stock, par value $.05 per
              share, in exchange for each 6.3 shares of Common Stock, par value
              $.01 per share, held of record by them on December 2, 1991. Any
              fractional shares resulting from such reverse stock split shall be
              eliminated and no fractional shares shall be issued."




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         SECOND, that such amendment has been duly adopted in accordance with
the provisions of the General Corporation law of the State of Delaware by the
written consent of the holders of not less than a majority of the outstanding
stock entitled to vote thereon and that written notice of the corporate action
has been given to those stockholders who have not consented in writing, all in
accordance with the provision of Section 228 of the General Corporation Law of
the State of Delaware.



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        IN WITNESS WHEREOF, we have signed this certificate this 31st day
of January, 1992


                                                /s/ Richard Melnick
                                            ------------------------------
                                              Richard Melnick, President


                                               /s/ Richard S. Kalin
                                            ------------------------------
                                              Richard S. Kalin, Secretary



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