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                                                                   Exhibit 3.1.1


                               STATE OF DELAWARE
                          CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION

-    FIRST: That at a meeting of the Board of Directors of The WMA Corporation
     resolutions were duly adopted setting forth a proposed amendment of the
     Certificate of Incorporation of said corporation, declaring said amendment
     to be advisable and calling a meeting of the stockholders of said
     corporation for consideration thereof. The resolution setting forth the
     proposed amendment is as follows:

     RESOLVED, that the Certificate of Incorporation of this corporation be
     amended by changing the Article thereof numbered "4" so that, as amended,
     said Article shall be and read as follows:

         4. The capital stock of the Corporation shall consist of 50,000,000
     shares of common stock, par value One Tenth of One Cent ($.001) and
     10,000,000 shares of preferred stock, par value of Two Dollars ($2.00).

         The Board of Directors is authorized, subject to limitations prescribed
     by law and the provisions of this Article 4, to provide for the issuance of
     the shares of preferred stock in series, and by filing a certificate
     pursuant to the Delaware General Corporation Law, to establish from time to
     time the number of shares to be included in each such series, and to fix
     the designation, powers, preferences and rights of the shares of each such
     series and the qualifications, limitations or restrictions thereof.

         The authority of the Board with respect to each series shall include,
     but not be limited to, determination of the following:

         (a)      The number of shares constituting that series and the
              distinctive designation of that series;

         (b)      The dividend rate on the shares of that series, whether
              dividends shall be cumulative, and, if so, from which date or
              dates, and the relative rights of priority, if any, of
              payment of dividends on shares of that series;

         (e)      Whether that series shall have voting rights, in addition to
              the voting rights provided by law, and, if so, the terms of such
              voting rights;

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION                                             PAGE 1



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         (d)      Whether that series shall have conversion privileges, and,
               if so, the terms and conditions of such conversion, including
               provision for adjustment of the conversion rate in such events
               as the Board of Directors shall determine;

         (e)      Whether or not the shares of that series shall be redeemable,
               and, if so, the terms and conditions of such redemption,
               including the date or date upon or after which they shall be
               redeemable, and the amount per share payable in case of
               redemption, which amount may vary under different conditions
               and at different redemption dates;

         (f)      Whether that series shall have a sinking fund for the
               redemption or purchase of shares of that series, and, if so,
               the terms and amount of such sinking fund;

         (g)      The rights of the shares of that series in the event of
               voluntary or involuntary liquidation, dissolution or winding
               up of the corporation, and the relative rights of priority,
               if any, of payment of shares of that series;

         (h)      Any other relative rights, preferences and limitations of
               that series.

         Dividends on outstanding shares of preferred stock shall be paid or
declared and set apart for payment before any dividends shall be paid or
declared and set apart for payment on the common shares with respect to the
same dividend period. If upon any voluntary or involuntary liquidation,
dissolution or winding up of the corporation, the assets available for
distribution to holders of shares of preferred stock of all series shall be
insufficient to pay such holders the full preferential amount to which they are
entitled, then such assets shall be distributed ratably among the shares of all
series of preferred stock in accordance with the respective preferential
amounts (including unpaid cumulative dividends, if any) payable with respect
thereto.

         This amendment shall become effective upon approval of the
stockholders of the Corporation and filing the necessary document with the
Secretary of State of Delaware, all in accordance with Delaware law.

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION                                             PAGE 2

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                  FURTHER RESOLVED, that the officers of the Corporation be,
         and each of them hereby is, authorized and directed to submit the
         proposed amendment to the stockholders of the Corporation at the
         earliest opportunity for their approval and to take such further
         actions as they may deem necessary in order to carry out the intent
         and purpose of these resolutions.

-        SECOND: That thereafter, pursuant to resolution of its Board of
         Directors, a special meeting of the stockholders of said corporation
         was duly called and held, upon notice in accordance with Section 222
         of the General Corporation Law of the State of Delaware at which
         meeting the necessary number of shares as required by statute were
         voted in favor of the amendment.

-        THIRD: That said amendment was duly adopted in accordance with the
         provisions of Section 242 of the General Corporation Law of the State
         of Delaware.

-        FOURTH: That the capital of said corporation shall not be reduced
         under or by reason of said amendment.



                              BY: /s/ Thomas W. Montgomery, Sec.
                                 ---------------------------------------
                                         (Authorized Officer)


                              NAME:   Thomas W. Montgomery
                                   -------------------------------------
                                           (Type or Print)

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION                                             PAGE 3