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3.4  EXHIBIT 3.3  CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF
     ROCKY MOUNTAIN INTERNET, INC.

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                         ROCKY MOUNTAIN INTERNET, INC.


     Rocky Mountain Internet, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),

     DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of the Corporation duly adopted
resolutions setting forth a proposed amendment to Article 4 of the
Corporation's  Certificate of Incorporation of said Corporation, declaring said
amendment to be advisable and recommending to the shareholders an amendment to
be submit to the shareholders at the next annual meeting of the stockholders of
said corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

     RESOLVED, That, subject to the approval of the Stockholders of the
Corporation at the next Annual Meeting of the Stockholders, the
Certificate of Incorporation of the Corporation shall be amended by
deleting Section (a) of Article 4 and replacing it with the following:

          AUTHORIZED SHARES.  The aggregate number of shares which
     the corporation has authority to issue is 25,790,000.  The
     authorized shares consist of 25,000,000 shares of common stock
     with a par value of $0.001 per share, such class being
     designated "common stock," and 790,000 shares of preferred stock
     with a par value of $0.001 per share, such class being
     designated "preferred stock."

     SECOND:  That the Board of Directors of the Corporation duly adopted
resolutions setting forth a proposed amendment to Article 4 of the
Corporation's  Certificate of Incorporation of said Corporation, declaring said
amendment to be advisable and recommending to the shareholders an amendment to
be submit to the shareholders at the next annul meeting of the stockholders of
said corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

     RESOLVED, That, subject to the approval of the stockholders of the
Corporation at the next Annual Meeting of Stockholders, the Certificate of
Incorporation of the Corporation shall be amended by deleting the last
sentence of Section (b) of Article 4 and replacing it with the following:

          Unless otherwise provided by the Delaware General
     Corporation Law, with respect to any matter submitted to the
     stockholders of the Corporation at a meeting of the
     stockholders, the affirmative vote of the majority of shares
     present in person or represented by proxy at the meeting and


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     entitled to vote on the matter shall be the act of the
     stockholders.

     THIRD: That thereafter, pursuant to resolution of its Board of Directors,
an annual 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 amendments.

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

     IN WITNESS WHREOF, said Corporation has caused this Certificate to be
signed by David L. Evans, its authorized officer, this 20th day of March, 1998.

                              Rocky Mountain Internet, Inc.,
                              A Delaware Corporation


                              By:  /s/  David L. Evans
                                  --------------------
                                   David L. Evans, Corporate Secretary


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