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EXHIBIT 3.4

                              ARTICLES OF AMENDMENT
                                       TO
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                            GROUP LONG DISTANCE, INC.
                            -------------------------

         Pursuant to the provisions of Section 607.1006 of the Florida Statutes,
Group Long Distance, Inc., a Florida corporation, does hereby amend its Articles
of Incorporation.

         1. The name of the corporation whose Amended and Restated Articles of
Incorporation are being amended by these Articles of Amendment is Group Long
Distance, Inc., a Florida corporation.

         2. Article VII of the Amended and Restated Articles of Incorporation of
Group Long Distance, Inc., a Florida corporation, is hereby deleted in its
entirety, and the following Article VII is hereby inserted in its place:

                          "ARTICLE VII - CAPITAL STOCK
                          ----------------------------

                  The total number of shares of capital stock which the
         Corporation shall have the authority to issue is One Hundred Twenty
         Million (120,000,000) shares, consisting of Twenty Million (20,000,000)
         shares of Preferred Stock having no par value per share and One Hundred
         Million (100,000,000) shares of Common Stock having no par value per
         share.

                  The Board of Directors of the Corporation is authorized,
         subject to the limitations prescribed by law, to provide for the
         issuance of shares of Preferred Stock in series and, by filing articles
         of amendment pursuant to the applicable law of the State of Florida, to
         establish from time to time the number of shares of Preferred Stock to
         be included in each such series and to determine and fix the
         designations, powers, preferences and rights of the shares of each such
         series (including without limitation the voting rights, dividend rights
         and preferences, liquidation rights and preferences, and conversion
         rights, if any, thereof) and the qualifications, limitations and
         restrictions thereof.

                  All shares of Common Stock shall be identical with each other
         in every respect, and the holders thereof shall be entitled to one vote
         for each share of Common Stock upon all matters upon which the
         shareholders have the right to vote.

                  The holders of record of any outstanding shares of Preferred
         Stock shall be entitled to dividends if, when and as declared by the
         Board of Directors of the Corporation, at such rate per share, if any,
         and at such time and in such manner, as shall be determined and fixed
         by the Board of Directors of the Corporation in the articles of
         amendment authorizing the series of Preferred Stock of which such
         shares are a part. No dividends shall be declared and paid, or declared
         and set aside for payment, on the shares of Common Stock unless and
         until all dividends, current and accumulated, if any, accrued on the
         outstanding shares of Preferred Stock shall be declared and paid or a
         sufficient amount shall have been set aside for the payment thereof.

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                  In the event of any voluntary or involuntary liquidation,
         dissolution or winding up of the Corporation, the holders of record of
         the outstanding shares of Preferred Stock shall be entitled to receive
         such amount, if any, for each share of Preferred Stock, as the Board of
         Directors of the Corporation shall determine and fix in the articles of
         amendment authorizing the series of Preferred Stock of which such
         shares of Preferred Stock are a part, and no more. If the assets of the
         Corporation shall not be sufficient to pay to all holders of Preferred
         Stock the amounts to which they would be entitled in the event of a
         voluntary or involuntary liquidation, dissolution or winding up of the
         Corporation, then the holders of record of each series of Preferred
         Stock which is entitled to share in the assets of the Corporation in
         any such event shall be entitled to share in the assets of the
         Corporation to the extent, if any, and in the manner, determined by the
         Board of Directors of the Corporation in the articles of amendment
         authorizing the series of Preferred Stock of which such shares are a
         part, and no more, and, in any such case, the holders of record of
         shares of Preferred Stock of the same series shall be entitled to share
         ratably in accordance with the number of shares of Preferred Stock of
         the series so held of record by them to the extent, if any, that the
         series is entitled to share in the assets of the Corporation in such
         event. No payment shall be made to the holders of shares of Common
         Stock of the Corporation in the event of the voluntary or involuntary
         liquidation, dissolution or winding up of the Corporation unless the
         holders of record of shares of Preferred Stock shall have been paid the
         full amount to which they shall be entitled in such event or unless a
         sufficient amount shall have been set aside for such payment."

         3. The amendment to the Amended and Restated Articles of Incorporation
of Group Long Distance, Inc., a Florida corporation, set forth in paragraph 2
above was duly adopted by the Board of Directors of the corporation on May 9,
2001 and by the shareholders of the corporation as of June 13, 2001.

         4. The only voting group entitled to vote on the amendment to the
Amended and Restated Articles of Incorporation of Group Long Distance, Inc., a
Florida corporation, set forth in paragraph 2 above was the holders of shares of
Common Stock of the corporation. The number of votes cast in favor of such
amendment by the members of such voting group was sufficient for approval by
that voting group.


         IN WITNESS WHEREOF, the corporation, by and through its undersigned
officer thereunto duly authorized, has executed these Articles of Amendment on
the day of July, 2001.

                                              GROUP LONG DISTANCE, INC.



                                              By /S/ Glenn S. Koach
                                                --------------------------------
                                                Glenn S. Koach, President and
                                                Chief Operating Officer