CERTIFICATE OF AMENDMENT

                                     OF THE

                          CERTIFICATE OF INCORPORATION

                                       OF

                                    TTR INC.


The  undersigned,  being the  president  of TTR Inc.,  does  hereby  certify the
following:

         1. The name of the Corporation is TTR Inc.

         2. The Certificate of Incorporation was filed by the Secretary of State
of Delaware on July 14, 1994, as amended on August 18, 1994.

         3. Paragraph 1 of the Certificate of Incorporation is hereby amended to
change the name of the corporation to "TTR Technologies, Inc."

         4. Paragraph 4 of the Certificate of Incorporation is hereby amended in
its entirety to read as follows:

                           4. The aggregate  number of shares of stock which the
         corporation shall have the authority to issue is 20,000,000, 15,000,000
         of which are shares of Common  Stock,  each with a par value of $0.001,
         each entitled to one vote per share,  and 5,000,000 of which are shares
         of Preferred Stock.

                  The shares of Preferred  Stock may be issued from time to time
         in one or more series,  in any manner  permitted by law, as  determined
         from  time  to  time by the  Board  of  Directors,  and  stated  in the
         resolution  or  resolutions  providing  for the issuance of such shares
         adopted by the Board of Directors  pursuant to authority  vested in it.
         Without limiting the generality of the foregoing, shares in such series
         shall have voting powers,  full or limited,  or no voting  powers,  and
         shall have such designations,  preferences and relative, participating,
         optional, or other special rights, and qualifications,  limitations, or
         restrictions  thereof,  permitted  by law,  as shall be  stated  in the
         resolution  or  resolutions  providing  for the issuance of such shares
         adopted by the Board of Directors  pursuant to authority  hereby vested
         in it.  The  number of  shares  of any such  series so set forth in the
         resolution  or  resolutions  may be increased  (but not above the total
         number of authorized  shares of Preferred  Stock) or decreased (but not
         below  the  number of  shares  thereof  then  outstanding)  by  further
         resolution or resolutions adopted by the Board of Directors pursuant to
         authority hereby vested in it.

                  No  holder  of  any  of  the   shares  of  the  stock  of  the
         corporation,  whether now or hereafter  authorized and issued, shall be
         entitled as of right to purchase or subscribe for any unissued stock of
         any class, or any additional shares of any class to

<PAGE>


          be  issued  by  reason  of  any  issuances  of  capital  stock  of the
          Corporation  or any increase of the  authorized  capital  stock of any
          class of the  corporation,  or bonds,  certificates  of  indebtedness,
          debentures, or other securities convertible into stock of any class of
          the corporation,  or carrying any right to purchase stock of any class
          of the corporation, but any such unissued stock or any such additional
          authorized  issue of any stock or other  securities  convertible  into
          stock,  or  carrying  any right to purchase  stock,  may be issued and
          disposed of pursuant to  resolution  of the Board of Directors to such
          persons, firms, corporations, or associations, and upon such terms, as
          may be deemed  advisable  by the Board of Directors in the exercise of
          its discretion."


         IN WITNESS WHEREOF,  this certificate of Amendment has been signed this
30th day of January 1999.



                                         /s/ MARC TOKAYER
                                         ------------------------------
                                             Marc D. Tokayer, President

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