**EXHIBIT
      3.11**





**CERTIFICATE
      OF AMENDMENT**


**OF
      CERTIFICATE OF INCORPORATION**


**OF**


**EVCI
      CAREER COLLEGES HOLDING CORP.**





Pursuant
      to Section 242 of the General Corporation Law of the State of Delaware, EVCI
      Career Colleges Holdings Corp., a corporation organized and existing under
      the
      General Corporation Law of the State of Delaware (the “Corporation”), does
      hereby certify:





FIRST:
      That the Board of Directors of the Corporation, on June 18, 2007 pursuant to
      Sections 141(f) and 242 of the General Corporation Law of the State of Delaware,
      duly adopted resolutions proposing and declaring advisable the following
      amendment to the Certificate of Incorporation, as amended, of the
      Corporation:





That
      the
      Certificate of Incorporation, as amended, of the Corporation be amended by
      inserting the following in lieu of the first paragraph of Article FOURTH
      thereof:





“Simultaneously
      with the effective date of the filing of this amendment to the Certificate
      of
      Incorporation (the “Split Effective Date”), each three shares of the
      Corporation’s common stock issued and outstanding or held as treasury shares
      immediately prior to the Split Effective Date (the “Old Common Stock”) shall
      automatically, without any action on part of the holder thereof, be reclassified
      and changed into one share of common stock which the Corporation shall be
      authorized to issue immediately subsequent to the Split Effective Date (the
“New
      Common Stock,” subject to the treatment of fractional share interests described
      below). Each holder of a certificate or certificates which immediately prior
      to
      the Split Effective Date represented outstanding shares of Old Common Stock
      (the
“Old Certificates”) shall, from and after the Split Effective Date, be entitled
      to receive upon surrender of such Old Certificates to the Corporation’s transfer
      agent for cancellation, a certificate or certificates (the “New Certificates”)
      representing the shares of New Common Stock into which the shares of Old Common
      Stock formerly represented by such Old Certificates so surrendered are
      reclassified under the terms hereof. No fractional shares of New Common Stock
      of
      the Corporation shall be issued. No stockholder of the Corporation shall
      transfer any fractional shares of New Common Stock. The Corporation shall not
      recognize on its stock records books any purported transfer of any fractional
      share of New Common Stock of the Corporation. In lieu of any such fractional
      shares of New Common Stock, each stockholder with a fractional share will be
      entitled to receive, upon surrender of Old Certificates to the Corporation’s
      transfer agent for cancellation, the number of shares of New Common Stock to
      which such stockholder is entitled rounded up to the nearest whole number of
      shares of New Common Stock. If more than one Old Certificate shall be
      surrendered at one time for the account of the same stockholder, the number
      of
      full shares of New Common Stock for which New Certificates shall be issued
      shall
      be computed on the basis of the aggregate number of shares represented by the
      Old Certificates so surrendered. In the event that the Corporation determines
      that a holder of Old Certificates has not tendered all his, her or its
      certificates for exchange, the Corporation shall carry forward any fractional
      share until all certificates of that holder have been presented for
      exchange.





The
      total
      number of shares of all classes of stock which the Corporation is authorized
      to
      issue is 37,666,666 shares, consisting of: (a) 36,666,666 shares of common
      stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock,
      par value $0.0001 per share.”





SECOND:
      That the stockholders of the Corporation, at the Annual Meeting of Stockholders
      held on July 31, 2007, duly approved said proposed Certificate of Amendment
      of
      Certificate of Incorporation in accordance with Section 242 of the General
      Corporation Law of the State of Delaware.





THIRD:
      This Certificate of Amendment shall be effective at 9:00 AM on August 28,
      2007.





IN
      WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
      be
      signed this 24th day of August, 2007.





EVCI
                CAREER COLLEGES HOLDING CORP.By:
            /s/Joseph
                D. AlperinName:
            Joseph
                D. AlperinTitle:
            General
                Counsel and Vice President forCorporate
                Affairs