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                                                                   Exhibit 4.1

                           CERTIFICATE OF AMENDMENT OF
              AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
                          EASYLINK SERVICES CORPORATION
                            (a Delaware corporation)

         EASYLINK SERVICES CORPORATION, a corporation organized and existing
under the laws of the State of Delaware (the "Corporation"), hereby certifies as
follows:

         FIRST: The name of the Corporation is EasyLink Services Corporation.
The original Certificate of Incorporation of the Corporation was filed on August
1, 1994. An Amended and Restated Certificate of Incorporation was filed on March
10, 1999. A Certificate of Amendment to the Amended and Restated Certificate of
Incorporation was filed on June 7, 2000, a Certificate of Ownership and Merger
was filed on March 30, 2001 and a Certificate of Amendment to the Amended and
Restated Certificate of Incorporation was filed on June 5, 2001. The name under
which the Corporation was originally incorporated is "GlobeComm, Inc."

         SECOND: Pursuant to Section 242(b) of the Delaware General Corporation
Law (the "DGCL") the Board of Directors of the Corporation has duly adopted, and
a majority in voting power of the outstanding shares of Class A common stock,
par value $.01 per share, and Class B common stock, par value $.01 per share,
voting together as a single class has approved, the amendments to the Amended
and Restated Certificate of Incorporation of the Corporation set forth in this
Certificate of Amendment.

         THIRD: Pursuant to Section 242 of the DGCL, the text of the Amended and
Restated Certificate of Incorporation is hereby amended to add the following
paragraph to Article V:

         Effective at 9:30 a.m. Eastern Time on January 23, 2002 (the "Effective
Time"), every ten (10) outstanding shares of Class A Common Stock will be
reclassified into and automatically become one (1) outstanding share of Class A
Common Stock, and every ten (10) outstanding shares of Class B Common Stock will
be reclassified into and automatically become one (1) outstanding share of Class
B Common Stock. No fractional share shall be issued in connection with the
foregoing reverse stock split; and all shares of Class A Common Stock and Class
B Common Stock so split that are held by a stockholder will be aggregated by
class subsequent to the foregoing reverse stock split and each fractional share
resulting from such aggregation of each class held by such stockholder shall be
rounded up to the nearest whole share. Any stock certificate that represented
shares of Class A common stock or Class B common stock immediately before the
Effective Time shall, automatically and without the need to surrender the same
for exchange, represent the number of shares of Class A Common stock or Class B
Common Stock immediately after the Effective Time resulting from the reverse
stock split.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer on this 22nd day January
2002, and the foregoing facts stated herein are true and correct.


                                          EASYLINK SERVICES CORPORATION

                                          By: /s/ Thomas Murawski
                                              ------------------------------
                                              Thomas Murawski
                                              Chief Executive Officer