Exhibit 3.1




                         CERTIFICATE OF AMENDMENT TO THE
                         CERTIFICATE OF INCORPORATION OF
                            PATIENT INFOSYSTEMS, INC.


     It is hereby certified that:

1.   The  name  of  the   corporation   is  Patient   Infosystems,   Inc.   (the
     "Corporation").

2.   The  Certificate of  Incorporation  of the Corporation is hereby amended by
     striking out the first sentence of Article 4(a) thereof and by substituting
     in lieu of said sentence the following new sentence:

     "The total number of shares which the  Corporation  shall have authority to
     issue is  100,000,000  shares of capital  stock,  divided  into  80,000,000
     shares of Common Stock, par value $.01 per share, and 20,000,000  shares of
     Preferred Stock, par value $.01 per share."

3.   The  Certificate of  Incorporation  of the Corporation is hereby amended by
     adding the following Article 4(c):

          Effective  on January 9, 2004 (the  "Effective  Time") each 1 share of
     Common Stock of the Corporation issued and outstanding immediately prior to
     the Effective  Time ("Old Common Stock") shall  automatically  be combined,
     without any action on the part of the holder thereof,  into 1/12 of 1 share
     of fully  paid and  nonassessable  Common  Stock of the  Corporation  ("New
     Common  Stock"),  subject to the  treatment of fractional  share  interests
     described below.

          Following the Effective Time, each holder of Old Common Stock shall be
     entitled  to  receive  upon  surrender  of  such  holder's   certificate(s)
     representing Old Common Stock (whether one or more, "Old Certificates") for
     cancellation   pursuant  to  procedures  adopted  by  the  Corporation,   a
     certificate(s)  representing the number of whole shares of New Common Stock
     (whether  one or more,  "New  Certificates")  into  which and for which the
     shares of Old Common Stock formerly represented by such Old Certificates so
     surrendered  are  reclassified  under the terms hereof.  From and after the
     Effective Time, Old Certificates  shall represent only the right to receive
     New Certificates and, where applicable,  cash in lieu of fractional shares,
     as provided below.

          No  fractional  shares of  Common  Stock of the  Corporation  shall be
     issued.  No  stockholder of the  Corporation  shall transfer any fractional
     shares  of  Common  Stock of the  Corporation.  The  Corporation  shall not
     recognize  on  its  stock  record  books  any  purported  transfer  of  any
     fractional  share of  Common  Stock  of the  Corporation.  A holder  of Old
     Certificates  at the  Effective  Time who would  otherwise be entitled to a
     fraction of a share of New Common Stock shall, in lieu thereof, be entitled
     to receive a cash  payment in an amount  equal to the fraction to which the
     stockholder would otherwise be entitled multiplied by the per share closing
     bid price of the Common Stock on the day immediately prior to the Effective
     Time, as reported the Over-the-Counter Bulletin Board.

4.   The amendments of the Certificate of  Incorporation  herein  certified have
     been duly adopted in accordance  with the  provisions of Section 242 of the
     General Corporation Law of the State of Delaware.

5.   The effective time of the amendments  herein certified shall be the date of
     filing of this Certificate of Amendment.

     IN  WITNESS  WHEREOF,  the  Corporation  has  caused  this  Certificate  of
Amendment  to be  duly  executed  in its  corporate  name on  this  31st  day of
December, 2003.


                                  PATIENT INFOSYSTEMS, INC.

                                  By:  /s/Roger L. Chaufournier
                                       ----------------------------
                                  Name:  Roger L. Chaufournier
                                  Title:  Chief Executive Officer