CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                   AMNEX, INC.

                Under Section 805 of the Business Corporation Law


         Pursuant to the  provisions of Section 805 of the Business  Corporation
Law,  the   undersigned,   being  the  Chairman  of  the  Board  and  Secretary,
respectively,  of AMNEX,  INC. (the  "Corporation"),  DO HEREBY  CERTIFY AND SET
FORTH:

         1.       The name of the Corporation is AMNEX, Inc.  The
Corporation was formed under the name NY-Tel Communications, Inc.

         2.       The Certificate of Incorporation of the Corporation was
filed by the Department of State on March 15, 1985.

         3. The  Certificate  of  Incorporation  of the  Corporation  is  hereby
amended by the addition of a provision stating the number, designation, relative
rights,  preferences and limitations of a series of Preferred Shares,  $.001 par
value, as fixed by the Board of Directors.

         4.       The foregoing amendment to the Certificate of
Incorporation is effected by adding the following Section (j) to


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Article (4) thereof:

         "(j) Series L Preferred  Shares. A series of Preferred Shares is hereby
created,  to be  limited  in  amount  to  200,000  of the  5,000,000  authorized
Preferred  Shares.  The  designation,   relative  rights,  powers,  preferences,
qualifications and limitations are as follows:

         (i)      Designation  of  Series.  The  designation  of the  series  of
                  Preferred  Shares  created  hereby shall be Series L Preferred
                  Shares (hereinafter the "Series L Preferred Shares").

         (ii)     Dividends. The holders of Series L Preferred Shares, on a pari
                  passu  basis  with the  holders  of the  Corporation's  Common
                  Shares  (based upon the number of Common Shares into which the
                  Series L Preferred Shares are convertible), Series F Preferred
                  Shares  and  any  other  series  of  Preferred  Shares  of the
                  Corporation  hereafter  created  which shall have a pari passu
                  right  with  the  holders  of the  Common  Shares  to  receive
                  dividends,  shall be entitled to receive such dividends as may
                  be declared  by the Board of  Directors.  Declared  but unpaid
                  dividends shall not bear interest.

                  The rights of the  holders of the  Series L  Preferred  Shares
                  shall be junior and  subordinate  to the rights of the holders
                  of the Series A,  Series B,  Series C,  Series D, Series E and
                  Series  G  Preferred  Shares  of the  Corporation  to  receive
                  dividends,  as well as to the  right of any  other  series  of
                  Preferred  Shares of the Corporation  hereafter  created which
                  shall have any preferential  right to receive dividends before
                  the holders of the Common Shares.

        (iii)     Voting  Rights.  The holders of the Series L Preferred  Shares
                  shall be entitled to vote on all matters at all meetings of 
                  the  shareholders of the Corporation, and shall be entitled to
                  such number of votes for each Series L Preferred Share
                  entitled  to vote at such  meetings as is set forth below,  
                  voting  together with the holders of Common  Shares, and other
                  Preferred  Shares who are entitled to vote, if any such shares
                  are then outstanding,  and not as a separate  class, except as
                  required by law.  The  number of votes to which the holders of
                  the Series L Preferred Shares shall be entitled  to vote for
                  each Series L Preferred Share shall equal the number of Common
                  Shares of the  Corporation  into which such Series L Preferred
                  Share would convert upon the occurrence of the Mandatory 
                  Conversion Event(as hereinafter defined).

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         (iv)     Redemption.  The Series L Preferred Shares shall not be
                  subject to mandatory redemption by either the Corporation
                  or the holders thereof.

         (v)      Conversion.

                  (A) Mandatory Conversion Event and Price. Immediately upon the
                  filing  with  the  Secretary  of  State  of  New  York  of the
                  Certificate  of  Amendment  (as   hereinafter   defined)  (the
                  "Mandatory  Conversion Event"),  each Series L Preferred Share
                  shall   convert  into  fifteen  (15)  Common   Shares  of  the
                  Corporation (the "Conversion Ratio"), subject to adjustment as
                  hereinafter set forth.

                  (B) Procedure.  Before any holder of Series L Preferred Shares
                  shall be entitled to receive  Common  Shares upon  conversion,
                  the holder shall surrender the certificate(s)  therefor,  duly
                  endorsed, at the principal offices of the Corporation. Subject
                  to the provisions hereof, effective upon the occurrence of the
                  Mandatory Conversion Event (the "Effective  Conversion Date"),
                  the  holder  shall  thereupon  be deemed  to be the  holder of
                  record  of  the  Common  Shares   issuable  upon   conversion,
                  notwithstanding   that  the  stock   transfer   books  of  the
                  Corporation  shall  then be closed or that the  certificate(s)
                  representing  such  Common  Shares  shall not then be actually
                  delivered  to the holder.  Subject to the  provisions  hereof,
                  promptly   following  the  Effective   Conversion   Date,  the
                  Corporation  shall  cause  its  transfer  agent to  issue  and
                  deliver to such holder of Series L Preferred Shares a

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                  certificate for the number of Common Shares to which the
                  holder shall be entitled.

                  (C)  Adjustment of Conversion Ratio.

                  (i) In the  event  that  the  Corporation  shall  (a)  pay any
                  dividend on its Common Shares  payable in Common  Shares;  (b)
                  effect a subdivision of its outstanding  shares into a greater
                  number of Common Shares (by  reclassification,  stock split or
                  otherwise than by payment of a dividend in Common Shares); (c)
                  effect  a  combination  or  consolidation  of its  outstanding
                  Common  Shares  into a lesser  number  of  Common  Shares  (by
                  reclassification,  reverse split or  otherwise);  (d) issue by
                  reclassification,  exchange  or  substitution  of  its  Common
                  Shares  any  shares of  capital  stock of the  Corporation  or
                  effect  any  other  transaction  having  similar  effect,  the
                  Conversion  Ratio in effect  immediately  prior to such action
                  shall be adjusted so that,  in the event of the  occurrence of
                  the  Mandatory   Conversion   Event  at  any  time  after  the
                  occurrence of any event described  above,  the holder shall be
                  entitled  to receive  the Common  Shares to which such  holder
                  would have been finally  entitled,  after giving effect to the
                  occurrence of such event,  as if such holder had converted the
                  Series L Preferred Shares  immediately prior to the occurrence
                  of such event.  An adjustment  made pursuant to this paragraph
                  (C) shall become effective  immediately  after the record date
                  in  the  case  of  a  dividend  and  shall  become   effective
                  immediately  after  the  effective  date  in  the  case  of  a
                  subdivision,   combination,   reclassification,   exchange  or
                  substitution.

                  (ii) In case of any  consolidation  or  merger  to  which  the
                  Corporation is a party,  other than a merger or  consolidation
                  in  which  the  Corporation  is the  surviving  or  continuing
                  corporation and which does not result in any  reclassification
                  of,  or change  (other  than a change in par value or from par
                  value to no par value or from no par value to par value, or as
                  a result of subdivision or combination) in, outstanding Common
                  Shares, then the Corporation,  or such successor  corporation,
                  as the case may be, shall make appropriate  provisions so that
                  the holder of each Series L Preferred Share then outstanding

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                  shall have the right to  convert  such share into the kind and
                  amount of shares or other  securities and property  receivable
                  upon such consolidation or merger by a holder of the number of
                  Common Shares into which such Series L Preferred  Shares might
                  have been converted immediately prior to such consolidation or
                  merger.

                  (D) Fractional  Shares.  No fractional  Common Shares shall be
                  issued upon conversion of Series L Preferred  Shares.  In lieu
                  of any fractional  shares to which the holder would  otherwise
                  be entitled,  the  Corporation  shall pay, in cash,  an amount
                  equal to the  product of (i) such  fraction  of a share  times
                  (ii) the  market  price of one Common  Share on the  Effective
                  Conversion Date.

                  (E)  Reservation  of  Shares  Issuable  Upon  Conversion.  The
                  Corporation  shall at all times reserve and keep available out
                  of its authorized but unissued  Common Shares,  solely for the
                  purpose of effecting the  conversion of the Series L Preferred
                  Shares, such number of its Common Shares as shall from time to
                  time be sufficient to effect the conversion of all outstanding
                  Series L Preferred  Shares;  provided,  however,  that nothing
                  contained   herein  shall   preclude  the   Corporation   from
                  satisfying its obligations in respect of the conversion of the
                  Series L Preferred  Shares by delivery of Common  Shares which
                  are held in the treasury of the  Corporation.  Notwithstanding
                  the  foregoing,  the  Corporation  shall not be  obligated  to
                  reserve and keep  available  out its  authorized  but unissued
                  Common Shares,  or issue,  any Common Shares to the holders of
                  the Series L Preferred  Shares  unless and until it shall have
                  filed with the Secretary of State of New York a Certificate of
                  Amendment of its Certificate of  Incorporation  as a result of
                  which there will be a sufficient  number of authorized  Common
                  Shares of the  Corporation  available  for  issuance  upon the
                  conversion  of the Series L Preferred  Shares and the exercise
                  of any and all  outstanding  purchase,  exchange or conversion
                  rights for the acquisition of Common Shares of the Corporation
                  (the "Certificate of Amendment").



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                  (F) Lost, Stolen or Destroyed Certificates.  In the event that
                  the   holder   shall   notify   the   Corporation   that   the
                  certificate(s)  representing  Series L  Preferred  Shares have
                  been  lost,  stolen or  destroyed  and  either  (i)  provide a
                  letter, in form satisfactory to the Corporation, to the effect
                  that he will indemnify the Corporation  from any loss incurred
                  by  it  in  connection  therewith,   and/or  (ii)  provide  an
                  indemnity bond in such amount as is reasonably required by the
                  Corporation,  the  Corporation  having the option of  electing
                  either (i) or (ii) or both, the  Corporation  may, in its sole
                  discretion,  accept such letter and/or  indemnity bond in lieu
                  of the  surrender  of the  certificate(s)  as required by this
                  subsection (v).

                  (G)  Statutory  Restrictions.  The  foregoing  provisions  for
                  conversion  of the Series L Preferred  Shares shall be subject
                  to all applicable statutory limitations and restrictions.

         (vi)     Liquidation Preference.  In the event of any voluntary or
                  involuntary liquidation, dissolution or winding up of the
                  Corporation, the holders of Series L Preferred Shares
                  will be entitled to receive, prior and in preference to
                  any distribution of the assets or surplus funds of the
                  Corporation to the holders of any Common Shares by reason
                  of the ownership thereof, and on a pari passu basis with
                  the holders of the Series A, Series B, Series C, Series
                  D, Series E, Series F, and Series G Preferred Shares and
                  any Series H, Series I, Series J, and/or Series K
                  Preferred Shares hereafter authorized, an amount equal to
                  the fixed sum of forty-five dollars and forty-five cents
                  ($45.45) per share and no more (the "Preferential
                  Amount").  If, upon the occurrence of such an event, the
                  assets and funds thus distributed among the holders of
                  Series L Preferred Shares shall be insufficient to permit
                  the payment to such holders of the full Preferential
                  Amount, then, the entire assets and funds of the
                  Corporation legally available for distribution to the
                  holders of the Series L Preferred Shares shall be
                  distributed ratably among such holders in accordance with
                  the respective amounts which would be payable on such
                  shares if all amounts payable thereon were paid in full.

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                  After the  payment or setting  apart of the full  Preferential
                  Amounts required to be paid to the holders of Series A, Series
                  B, Series C, Series D, Series E, Series F, Series G and Series
                  L Preferred Shares and any Series H, Series I, Series J and/or
                  Series K Preferred Shares hereafter authorized, the holders of
                  Common Shares or any other stock of the Corporation ranking in
                  liquidation junior to the Series A, Series B, Series C, Series
                  D, Series E, Series F, Series G and Series L Preferred  Shares
                  and any Series H, Series I, Series J and/or Series K Preferred
                  Shares  hereafter  authorized,  shall be  entitled  to receive
                  ratably  all   remaining   assets  or  surplus  funds  of  the
                  Corporation.  Neither  the  merger  or  consolidation  of  the
                  Corporation,  nor the sale, lease or conveyance of all or part
                  of  its  assets,   shall  be  deemed  to  be  a   liquidation,
                  dissolution  or winding up of the affairs of the  Corporation,
                  either  voluntarily  or  involuntarily,  within the meaning of
                  this section.

       (vii)      Sinking Fund.  The Series L Preferred Shares shall not be
                  entitled to the benefit of any sinking fund to be applied
                  to their purchase or redemption."

         5. This Amendment has been adopted by the Board of Directors of the 
Corporation under the authority granted to it pursuant to Section 502 of the
Business Corporation Law.





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                  IN  WITNESS   WHEREOF,   the  undersigned   have  signed  this
Certificate as of the 20th day of December,  1996 and affirm that the statements
made herein are true under the penalties of perjury.


                                             /s/Kenneth G. Baritz
                                             Kenneth G. Baritz
                                             Chairman of the Board



                                             /s/Amy S. Gross
                                             Amy S. Gross
                                             Secretary



K:\WPDOC\CORP\AMNEX\GALESI\SERIESL3.D96


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