EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                    GLOBAL TELECOMMUNICATION SOLUTIONS, INC.


              -----------------------------------------------------
                         Pursuant to Section 242 of the
                        Delaware General Corporation Law
              -----------------------------------------------------

                  The  undersigned,   being  the  Chief  Executive  Officer  and
Secretary of Global  Telecommunication  Solutions,  Inc., a Delaware corporation
("Corporation"), does hereby certify as follows:

                  FIRST, that the Corporation's Amended and Restated Certificate
of  Incorporation  be amended by striking out Article Fourth and substituting in
lieu thereof the following:

                  "FOURTH:  The  total  number  of  shares  of stock  which  the
                  corporation is authorized to issue is 36,000,000 shares, which
                  are divided  into two  classes  consisting  of (i)  35,000,000
                  shares of common  stock,  par  value  $.01 per share  ("Common
                  Stock") and (ii)  1,000,000  shares of  preferred  stock,  par
                  value $.01 per share ("Preferred Stock), issuable in series as
                  may be provided  from time to time by  resolution of the Board
                  of Directors.  Effective upon the filing of the Certificate of
                  Amendment  with the Delaware  Secretary  of State  ("Effective
                  Date"),   each  three   shares  of  Common  Stock  issued  and
                  outstanding  or  held  in  the  treasury  of  the  Corporation
                  immediately  prior  thereto  shall,  without any action on the
                  part of the holder thereof,  be reclassified  and changed into
                  one fully  paid and  nonassessable  share of Common  Stock and
                  each  holder  of  record  of a  certificate  for three or more
                  shares of  Common  Stock as of the  close of  business  on the
                  Effective  Date  shall  be  entitled  to  receive,  as soon as
                  practicable,   and  upon  surrender  of  such  certificate,  a
                  certificate or certificates  representing  one share of Common
                  Stock for each three shares of Common Stock represented by the
                  certificate  of such  holder,  with the next higher  number of
                  whole shares being issued in lieu of fractional shares."



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                  SECOND,   that   such   amendment   to  the   Certificate   of
Incorporation  was duly adopted by the Board of Directors of the Corporation and
by the affirmative vote of a majority of the outstanding shares entitled to vote
thereon  in  accordance  with  the  provisions  of  Section  242 of the  General
Corporation Law of the State of Delaware.

                  IN  WITNESS  WHEREOF,  the  undersigned  has  subscribed  this
Certificate  of Amendment on the 24th day of March,  1997 and does hereby affirm
under the penalties of perjury that the statements contained herein are true.


                                                 By:  /s/ Gary J. Wasserson
                                                    -------------------------
                                                        Gary J. Wasserson
                                                     Chief Executive Officer


ATTEST:



  /s/ David S. Tobin
--------------------------
David S. Tobin, Secretary

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