EXHIBIT 3.1
           THE COMMONWEALTH OF MASSACHUSETTS
                William Francis Galvin
            Secretary of the Commonwealth
      ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

           ARTICLES OF AMENDMENT           Federal Identification
   General Laws, Chapter 156B, Section 72     No. 04-2731202

We, STEVEN P. MILTON, PRESIDENT and JOHN D. PITTENGER, CLERK, of
COMPUTER TELEPHONE CORP. located at 360 SECOND AVE., WALTHAM,
MASSACHUSETTS 02154 do hereby certify that these ARTICLES OF
AMENDMENT affecting Articles NUMBERED 1 of the Articles of
Organization were duly adopted at a meeting held on 09/26/96, by
vote of: 5,407,571 shares of Common Stock out of 9,601,155 shares
outstanding, being at least a majority of each type, class or
series outstanding and entitled to vote thereon:

     To change Article 1 of the Restated Articles of Organization
relating to the name of the corporation to read as follows:

    "1. The name by which the corporation shall be known is:
                CTC Communications Corp."

The foregoing amendment will become effective when these articles
of amendment are filed in accordance with Chapter 156B, Section 6
of The General Laws unless these articles specify, in accordance
with the vote adopting the amendment, a later effective date not
more than thirty days after such filing, in which event the
amendment will become effective on such later date.
EFFECTIVE DATE: immediately upon filing.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereunto signed our names this 26th day of September, in the year
1996.

/s/ STEVEN P. MILTON, President
/s/ JOHN D. PITTENGER, Clerk


            THE COMMONWEALTH OF MASSACHUSETTS
                  ARTICLES OF AMENDMENT
         GENERAL LAWS, CHAPTER 156B, SECTION 72

I hereby approve the within articles of amendment and, the filing
fee in the amount of $100.00 having been paid, said articles are
deemed to have been filed with me this 30th day of September, 1996.

/s/ William Francis Galvin
William Francis Galvin, Secretary of the Commonwealth
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           THE COMMONWEALTH OF MASSACHUSETTS
                William Francis Galvin
            Secretary of the Commonwealth
      ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108

                                           Federal Identification
                                           No. 04-2731202

            RESTATED ARTICLES OF ORGANIZATION
        General Laws, Chapter 156B, Section 74

This certificate must be submitted to the Secretary of the
Commonwealth within sixty days after the date of the vote of
stockholders adopting the restated articles of organization.  The
fee for filing this certificate is prescribed by General Laws,
Chapter 156B, Section 114.  Make check payable to the
Commonwealth of Massachusetts.
                 -----------------------
We, Robert J. Fabbricatore, President, and John D. Pittenger,
Clerk, of Computer Telephone Corp., located at:

   360 Second Avenue, Waltham, Massachusetts 02154

do hereby certify that the following restatement of the articles
of organization of the corporation was duly adopted at a meeting
held on August 21, 1995, by vote of 2,487,140 shares of Class 1
Common Stock out of 3,116,937 shares outstanding, being at least
two-thirds of each class of stock outstanding and entitled to
vote and of each class or series of stock adversely affected
thereby: - 

1.   The name by which the corporation shall be known is:-

                Computer Telephone Corp.

2.   The purposes for which the corporation is formed are as
follows:-

     (a)  For the sale, installation and service of computer
          controlled tele-communication systems.

     (b)  To carry on any business or other activity which may be
          lawfully carried on by a corporation organized under
          the Business Corporation Law of The Commonwealth of
          Massachusetts, whether or not related to those referred
          to in the foregoing paragraph.
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3.   The total number of shares and the par value, if any, of
each class of stock which the corporation is authorized to issue
is as follows:

<TABLE>
<CAPTION>
                 WITHOUT PAR VALUE          WITH PAR VALUE
                 -----------------          --------------
CLASS OF STOCK   NUMBER OF SHARES    NUMBER OF SHARES   PAR VALUE
--------------   ----------------    ----------------   ---------
<S>               <C>                  <C>                <C>
Preferred         None                  1,000,000         $1.00
Common            None                 25,000,000         $ .01

</TABLE>

4.   If more than one class is authorized, a description of each
of the different classes of stock with, if any, the preferences,
voting powers, qualifications, special or relative rights or
privileges as to each class thereof and any series now
established:

          There are two (2) classes of stock of the corporation:
     Common Stock, par value $.01 per share; and Preferred Stock,
     par value $1.00 per share.  A description of each such class
     of stock with, if any, the preferences, voting powers,
     qualifications, special or relative rights or privileges as
     to each such class of stock is as follows:

     A.   RIGHTS AND PRIVILEGES AS TO COMMON STOCK

          The preferences, voting powers, qualifications and
     special rights or privileges of the Common Stock are as
     follows:

          1.   DIVIDEND RIGHTS

               (a)  The holders of all then outstanding shares of
                    Common Stock shall be entitled to receive
                    dividends, when as and if declared by the
                    Board of Directors of the corporation, out of
                    any funds legally available therefor.

               (b)  Nothing in these Articles of Organization
                    shall be taken to mean that the Board of
                    Directors is under any obligation to declare
                    or pay dividends.

          2.   VOTING RIGHTS

               (a)  The holder of each share of Common Stock
                    shall be entitled to one vote per share.
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     B.   RIGHTS AND PRIVILEGES AS TO PREFERRED STOCK

          1.   The Board of Directors may fix, by resolutions
               adopted prior to the issuance of any shares of a
               particular series of Preferred Stock (to the
               extent not inconsistent with the preferences,
               rights and powers of series of Preferred Stock at
               the time outstanding), the voting powers of stock
               of such class, if any, and the designations,
               preferences and relative, participating, optional
               and other special rights and the qualifications,
               limitations and restrictions of such series within
               such class, including but without limiting the
               generality of the foregoing, the following:

               (a)  The rate and times at which, and the terms
                    and conditions on which, dividends on
                    Preferred Stock of such series shall be paid;

               (b)  The right, if any, of the holders of
                    Preferred Stock of such series to convert the
                    same into, or exchange the same for, shares
                    of other series or classes of stock of the
                    corporation and the terms and conditions of
                    such conversions or exchanges;

               (c)  The redemption price or prices and the time
                    or times at which, and the terms and
                    conditions on which, Preferred Stock of such
                    series may be redeemed;

               (d)  The rights of the holders of Preferred Stock
                    of such series upon the voluntary or
                    involuntary liquidation, merger,
                    consolidation, distribution, or sale of
                    assets, dissolution or winding up of the
                    corporation; and

               (e)  The terms of the sinking fund or redemption
                    or purchase account, if any, to be provided
                    for the Preferred Stock of such series.

               2.   At any time when there shall have been
               established and designated one or more series of
               Preferred Stock consisting of a number of shares
               which is less than all of the authorized number of
               shares of Preferred Stock, the remaining
               authorized shares of Preferred Stock shall be
               deemed to be shares of an undesignated series of
               Preferred Stock until designated by the Board of
               Directors.

               3.   Notwithstanding the fixing of the number of
               shares constituting a particular series, the Board
               of Directors may at any time thereafter authorize
               the issuance of additional shares of the same
               series or the redesignation of any then unissued
               shares of such series as authorized and unissued
               Preferred Stock undesignated as to series.
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5.   The restrictions, if any, imposed by the articles of
     organization upon the transfer of shares of stock of any
     class are as follows:

          None.

6.   Other lawful provisions, if any, for the conduct and
     regulation of the business and affairs of the corporation,
     for its voluntary dissolution, or for limiting, defining, or
     regulating the powers of the corporation, or of its
     directors or stockholders, or of any class of stockholders:

     (a)  The directors may make, amend or repeal the By-Laws in
          whole or in part, except with respect to any provision
          thereof which by law or the By-Laws requires action by
          the stockholders.

     (b)  Meetings of the stockholders may be held anywhere in
          the United States.

     (c)  The corporation may be a partner in any business
          enterprise it would have the power to conduct by
          itself.

     (d)  The directors shall have the power to fix from time to
          time their compensation.  No person shall be
          disqualified from holding any office by reason of any
          interest.  In the absence of fraud, any director,
          officer or stockholder of this corporation, or any
          concern which is a stockholder of this corporation
          individually, or any individual having any interest in
          any concern in which any such directors, officers,
          stockholders or individuals have any interest, may be a
          party to, or may be pecuniarily or otherwise interested
          in, any contract, transaction or other act of this
          corporation, and

          (1)  such contract, transaction or act shall not be in
               any way invalidated or otherwise affected by that
               fact;

          (2)  no such director, officer, stockholder or
               individual shall be liable to account to this
               corporation for any profit or benefit realized
               through any such contract, transaction or act;

          (3)  any such director of this corporation may be
               counted in determining the existence of a quorum
               at any meeting of the directors or of any
               committee thereof which shall authorize any such
               contact, transaction or act, and may vote to
               authorize the same;

               the term "interest" including personal interest
               and interest as a director, officer, stockholder,
               shareholder, trustee, member or beneficiary of any
               concern; and

               the term "concern" meaning any corporation,
               association, trust, partnership, firm, person or
               other entity other than this corporation.
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     (e)  No Director shall be personally liable to the
          corporation or any stockholder for monetary damages for
          breach of fiduciary duty as a director, except for any
          matter in respect of which such director shall be
          liable under Sections 61 and 62 of Chapter 156B of the
          Massachusetts General Laws or any amendment thereto or
          successor provisions thereto or shall be liable by
          reason that, in addition to any and all other
          requirements for such liability, he (i) shall have
          breached his duty of loyalty o the corporation or its
          stockholders, (ii) shall not have acted in good faith
          or, in failing to act, shall not have acted in good
          faith, (iii) shall have acted in a manner involving
          intentional misconduct or a knowing violation of law
          or, in failing to act, shall have acted in a manner
          involving intentional misconduct or knowing violation
          of law, or (iv) shall have derived an improper personal
          benefit.  Neither the amendment nor repeal of this
          paragraph, nor the adoption of any provision of these
          Restated Articles inconsistent with this paragraph,
          shall eliminate or reduce the effect of this paragraph
          in respect of any manner occurring, or any cause of
          action, suit or claim that, but for this paragraph
          would accrue or arise, prior to such amendment, repeal
          or adoption of an inconsistent provision.

The date of the fiscal year of the corporation is March 31 each
year, and is unchanged.

The names and addresses of certain officers and directors of the
corporation are as follows: 

     President      Robert J. Fabbricatore
                    55 Pequossette St., 1st Floor
                    Watertown, MA 02172

     Treasurer      John D. Pittenger
     and Clerk      57 Pound St.
                    Medfield, MA 02052

     Directors:

     Robert J. Fabbricatore             Richard J. Santagati
     55 Pequossette St., 1st Floor      8 Farmland Circle
     Watertown, MA 02172                Andover, MA 01810

     Philip J. Richer                   Alphonse M. Lucchese
     351 Berlin Rd.                     15 Bower Circle
     Marlboro, MA 01752                 Sudbury, MA 01776

     J. Richard Murphy
     172 Chestnut St.
     No. Andover, MA 01845
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We further certify that the foregoing restated articles of
organization effect no amendments to the articles of organization
of the corporation as heretofore amended, except amendments to
the following articles 3 and 4:

            Briefly describe amendments in space below:

     Amendment to Article 3:  Article 3 increases the authorized
Common Stock, $.01 par value per share, from 8,600,000 shares to
25,000,000 shares of Common Stock, par value $.01 per share.

     Amendment to Article 4:  Article 4 changes the name of the
"Class 1 Common Stock, par value $.01 per share" to "Common
Stock, par value $.01 per share."

Note: The 1,400,000 shares of Class 2 Common Stock were converted
to Class 1 Common Stock pursuant to the terms of the Restated
Articles of Organization filed with the Secretary of the
Commonwealth on March 4, 1985 thereby eliminating the Class 2
Common Stock.


IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have
hereto signed our names this 21st day of August in the year 1995.

/s/ Robert J. Fabbricatore, President
/s/ John D. Pittenger, Clerk


            THE COMMONWEALTH OF MASSACHUSETTS
            RESTATED ARTICLES OF ORGANIZATION
         GENERAL LAWS, CHAPTER 156B, SECTION 74

I hereby approve the within restated articles of organization
and, the filing fee in the amount of $16,700.00 having been paid,
said articles are deemed to have been filed with me this 23rd day
of August, 1995.

/s/ William Francis Galvin
William Francis Galvin, Secretary of the Commonwealth