ARTICLES OF AMENDMENT TO
                          THE ARTICLES OF INCORPORATION
                                       OF
                          TELSCAPE INTERNATIONAL, INC.


     Pursuant  to  the  provisions  of  Article  4.04  of  the  Texas  Business
Corporation  Act  (the  "Act"),  the  undersigned  corporation hereby adopts the
following  Articles  of  Amendment  to  its  Articles  of  Incorporation:

                                       I.
     The  name  of  the  corporation  is  Telscape  International,  Inc.  (the
"Corporation").

                                       II.

     On  June  2,  2000,  the  Board  of  Directors  of  the Corporation adopted
resolutions  setting  forth  the  following  amendments  to  Articles  IV and V,
respectively,  of  the  Corporation's  Articles  of  Incorporation,  as amended,
directing  that  such amendments be submitted to a vote at the Annual Meeting of
the  Shareholders.

     The  first  amendment alters or changes Article IV of the original Articles
of  Incorporation,  as amended, and the initial paragraph of Article IV shall be
as  follows:

                                   "ARTICLE IV

                                     SHARES
                                     ------

          The  aggregate  number  of  shares which the Corporation has
          authority to issue is (i) One  Hundred Million (100,000,000)
          shares of Common Stock, $.001 par value  per  share  (Common
          Stock) and (ii) Ten Million (10,000,000) shares of Preferred
          Stock,  $.001  par  value  (Preferred  Stock),  One  Million
          (1,000,000)  shares of which  are  designated  as  Series  A
          Preferred  Stock and Three Hundred Eighty Thousand (380,000)
          are  designated  as  Series  B Non-Voting, Non-Participating
          Preferred  Stock,  $.001  par  value  per  share."


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     The  second  amendment alters or changes Article V of the original Articles
of  Incorporation,  as  amended,  and  the  full  text  of Article V shall be as
follows:

                                   "ARTICLE V

                                PREEMPTIVE RIGHTS
                                -----------------

          Unless  otherwise  authorized  by the Board of Directors, no
          shareholder of the Corporation  shall have preemptive rights
          to purchase or subscribe to any shares of  any  class or any
          notes, debentures, options, warrants  or  other  securities,
          now  or  hereafter  authorized."

                                      III.

     The  number  of  shares  of  the Corporation outstanding at the time of the
adoption  of  the  foregoing  amendment  was 8,081,708; and the number of shares
outstanding  on  the  record  date  and  entitled to vote thereon was 8,081,708.

                                       IV.

     The  number  of  shares voted for the amendment of Article IV was 5,234,296
and  the  number of shares voted against such amendment was 266,350.  The number
of  shares  voted for the amendment of Article V was 5,234,296 and the number of
shares  voted  against  such  amendment  was  266,350.

                                       V.

     The  foregoing  amendments do not involve any exchange, reclassification or
cancellation  of  issued  shares  of  the  Corporation.

                                       VI.

     The  foregoing  amendments  do  not effect a change in the amount of stated
capital  of  the  Corporation.


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     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  these  Articles  of
Amendment  on  behalf  of  the  Corporation  as  of  the  2nd day of June, 2000.

                                            TELSCAPE  INTERNATIONAL,  INC.

                                            By:_________________________________
                                                 Todd  M.  Binet,  President


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