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                                                                  Exhibit 3.1(c)
                                                                  --------------


                                                                                
                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                    UTG COMMUNICATIONS INTERNATIONAL, INC.


     UTG Communications International, Inc., a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), in order to amend its Certificate of
Incorporation, hereby certifies as follows:

          FIRST:  The Corporation hereby amends its Certificate of Incorporation
          by changing the Article thereof, numbered "4(a)" so that, as amended,
          said Article shall be and read as follows:

               "FOURTH (a) The total number of shares of capital stock which may
               be issued by the Corporation is 70,000,000 shares, of which
               60,000,000 shares shall be of Common Stock ("Common Stock"),
               having a par value of $.00001 per share, and 10,000,000 shares
               shall be of Preferred Stock ("Preferred Stock"), having a par
               value of $.01 per share.

               Immediately upon the filing of the Certificate of Amendment with
               the Secretary of State of Delaware (the "Effective Date"), each
               share of Common Stock issued and outstanding immediately prior to
               the Effective Date (the "Old Common Stock") shall automatically
               be changed and converted, without any action on the part of the
               holder thereof, into one-thirteenth (1/13) of a share of post-
               reverse split fully paid Common Stock (the "New Common Stock"),
               and in connection with fractional interests in shares of New
               Common Stock of the Corporation, each holder whose aggregate
               holdings of shares of Old Common Stock prior to the Effective
               Date amounted to less than 13 or a number not evenly divisible by
               13 shares of Old Common Stock, shall be entitled to receive for
               such fractional interest one additional share of New Common
               Stock."

          SECOND:  The amendment herein was authorized by the Board of Directors
     of the Corporation and the consent in writing, setting forth the action so
     taken, of the holders of a majority of all the outstanding shares entitled
     to vote thereon, pursuant to Sections 228 and 242 of the General
     Corporation Law of the State of Delaware.

          THIRD:  That the capital of said corporation shall not be reduced
     under or by reason of said amendment.

                           (signature page follows)
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     IN WITNESS WHEREOF, the Corporation, has caused this Certificate of
Amendment to be executed by its CEO, who affirms that the statements herein are 
                                --- 
true under the penalties of perjury, this 20th day of March, 1998.
                                          ----        -----

                                             /s/ Ueli Ernst
                                             ____________________________
                                             Name:_______________________
                                             Title:______________________
                                                      Ulrich Ernst
                                                      Chief Executive Officer