EXHIBIT 3.3

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                        CONVERGENCE COMMUNICATIONS, INC.

         These Amended and Restated  Articles of  Incorporation  were adopted by
the board of directors of this  Corporation and approved by the majority vote of
this  Corporation's  stockholders  at a meeting  held on  August  17,  1998,  in
accordance  with the  provisions  of  Sections  78.390  and 78.403 of the Nevada
Revised Statutes.
                                    ARTICLE I

         The name of the  corporation is Convergence  Communications,  Inc. (the
"Corporation")

                                   ARTICLE II

         The purposes for which the  Corporation  is organized  are to engage in
any and all  lawful  acts  that,  presently  or in the  future,  may  legally be
performed by a corporation organized under the laws of the State of Nevada.

                                   ARTICLE III

         A.  Authorized  Shares.  The  corporation  is  authorized  to issue two
classes of stock to be designated,  respectively, "Common Stock," and "Preferred
Stock." The total number of shares of stock the  Corporation  is  authorized  to
issue is 115,000,000, divided into 100,000,000 shares of Common Stock, par value
$.001 per share,  and 15,000,000  shares of Preferred Stock, par value $.001 per
share.  The  preferences,  limitations and relative rights of the shares of each
class of stock,  and the express grant of authority to the board of directors to
amend these articles of  incorporation  to divide the shares of Preferred  Stock
into series,  to establish and modify the preferences,  limitations and relative
rights  of  each  share  of  Preferred   Stock,  and  to  otherwise  impact  the
capitalization of the corporation, are set forth below.

         B. Common Stock.

            1. Voting Rights.  Except as otherwise  expressly provided by law or
in this Article III, each outstanding share of Common Stock shall be entitled to
one vote on each matter to be voted on by the shareholders of the Corporation;

            2.  Liquidation  Rights.  Subject to any prior or superior rights of
liquidation  as may be conferred upon any shares of Preferred  Stock,  and after
payment  or  provision  for  payment of the debts and other  liabilities  of the
Corporation,  upon any  voluntary or  involuntary  liquidation,  dissolution  or
winding up of the  affairs of the  Corporation,  the holders of shares of Common
Stock then outstanding  shall be entitled to receive all of the assets and funds
of the  Corporation  remaining and available for  distribution.  Such assets and
funds  shall be  divided  among and paid to the  holders of the shares of Common
Stock, on a pro rata basis, according to the number of shares of held by each of
them;

            3.  Dividends.  Dividends may be paid on the  outstanding  shares of
Common  Stock as and when  declared  by the  board  of  directors,  out of funds
legally available therefor;  provided,  however, no dividends shall be made with
respect to the shares of Common Stock until all preferential  dividends required
to be paid or set apart for any shares of Preferred  Stock have been paid or set
apart; and

            4. Residual Rights. All rights accruing to the outstanding shares of
the capital stock of the corporation not expressly  provided for to the contrary
herein or in the  corporation's  bylaws or in any  amendment  hereto or  thereto
shall be vested in the shares of Common Stock.

         C. Shares of Preferred  Stock.  Other than as set forth in Section D of
this Article III, the board of directors,  without shareholder action, may amend
the corporation's  articles of incorporation,  pursuant to the authority granted
to the board of directors under Section  78.1955 of the Nevada Revised  Statutes
(the "Statutes"), to do any of the following:

            1.  Preferences.  Designate and determine,  in whole or in part, the
preferences,  limitations and relative rights of the shares of Preferred  Stock,
within the limits set forth in the Statutes;

            2. Series.  Create one or more series of shares of Preferred  Stock,
fix the number of shares of each such series,  and designate and  determine,  in
whole or part, the  preferences,  limitations and relative rights of each series
of shares of Preferred Stock, within the limits set forth in the Statutes;

            3. Changes in Rights.  Alter or revoke the preferences,  limitations
and relative  rights  granted to or imposed  upon the shares of Preferred  Stock
(before  the  issuance  of any  shares of  Preferred  Stock) or upon any  wholly
unissued series of Preferred Stock; and

            4.  Increase in Series.  Increase  or decrease  the number of shares
constituting  any series of Preferred  Stock,  the number of shares of which was
originally fixed by the board of directors,  either before or after the issuance
of shares of the series, provided that the number may not be decreased below the
number of shares of such series then  outstanding,  or increased above the total
number of authorized  shares of Preferred  Stock  available for designation as a
part of such series.

         D. Series B Preferred Stock.  Notwithstanding the preceding,  the Board
of Directors of the  Corporation  has fixed and  determined  the voting  rights,
designations,    preferences,    qualifications,     privileges,    limitations,
restrictions,  options and other  special or relative  rights of a series of the
Corporation's Preferred Stock, hereinafter designated as the "Series B Preferred
Stock,"  consisting of 750,000 shares of the Corporation's  15,000,000 shares of
authorized  Preferred Stock, of which (prior to the filing of this  Certificate)
14,250,000 shares of such 15,000,000 shares are undesignated.

            1. Dividends.

               (a) No dividend  shall be declared or paid on the Common Stock of
the Corporation during any fiscal year of the Corporation until dividends in the
annual  amount  of  $2.3625  per  share (as  adjusted  for any stock  dividends,
combinations,  or stock splits with  respect to such stock as set forth  below),
noncumulative,  on the  shares  of  Series B  Preferred  Stock  shall  have been
declared  and paid during such fiscal  year.  The  preferential  dividend on the
shares of Series B Preferred  Stock shall be payable  semiannually  on January 1
and July 1 of each year.

               (b) The  preferential  dividend  described in Section  D(1)(a) of
Article III hereof shall be payable by the Corporation,  in its sole discretion,
in (a) cash, or (b) by the delivery to each holder of the shares of the Series B
Preferred Stock of the number of shares of Series B Preferred Stock equal to the
product of (i) .0675 (annually,  or .03375  semi-annually,  as the case may be),
multiplied  by (ii) the  number of shares of  issued  and  outstanding  Series B
Preferred Stock held by such shareholder.

            2.  Liquidation.   In  the  event  of  a  voluntary  or  involuntary
liquidation,  dissolution or winding up of the  Corporation,  the holder of each
share of Series B Preferred  Stock shall be entitled to receive  (subject to any
other class of the Corporation's stock that is senior to the Service B Preferred
Stock),  prior and in preference to any distribution of any of the assets of the
Corporation  to the holders of the shares of Common  Stock,  an amount  equal to
$35.00 per share of Series B Preferred  Stock.  If,  upon any such  liquidation,
dissolution or winding up of the Corporation, the assets distributable among the
holders of the Series B  Preferred  Stock  shall be  insufficient  to permit the
payment in full to such  holders of the amount  hereinabove  provided,  then the
entire assets of the Corporation shall be applied ratably to the payment of such
amount  to  the  holders  of  shares  of  the  Series  B  Preferred  Stock  then
outstanding.

            3.  Redemptions.  Shares of Series B  Preferred  Stock  shall not be
redeemable.

            4.  Conversion.  Shares of  Series B  Preferred  Stock  shall not be
convertible,  except as provided in the further  paragraphs of this Section D(4)
of Article III.

               (a) All issued and outstanding shares of Series B Preferred Stock
shall be  automatically  converted into fully paid and  nonassessable  shares of
Common Stock of the  Corporation at the applicable  Conversion  Rate on the date
preceding  the earliest to occur of (i) three years from the date of the initial
issuance of the Series B Preferred  Stock, or (ii) the date of the  consummation
of the  Corporation's  sale of shares  of its  Common  Stock in an  underwritten
public offering pursuant to a registration  statement (other than a registration
statement filed on Form S-4 or S-8, or other form not applicable for the general
issuance of shares) filed with and declared effective by the U.S. Securities and
Exchange  Commission  pursuant to the Securities Act of 1933, as amended,  which
results  in  aggregate  gross  cash  proceeds  to the  Corporation  of at  least
$15,000,000 and which results in a market  capitalization for the Corporation of
at least $50,000,000  (post money) (an "Offering"),  or (iii) if the Corporation
shall merge with or consolidate  into another  corporation  and shall not be the
surviving  entity in such merger or  consolidation,  or shall sell,  transfer or
otherwise  dispose  of all or  substantially  all of  its  property,  assets  or
business.

               (b) As used herein,  the term "Conversion  Rate" shall mean, with
respect to the  occurrence of any event  described in clause (i) or clause (iii)
of Section  D(4)(a) of Article III, a fraction,  the numerator of which shall be
$35.00 and the  denominator of which shall be the then value,  per share, of the
Corporation's  Common  Stock,  as  determined  in good  faith  by the  Board  of
Directors,  and, with respect to the occurrence of the event described in clause
(ii) of Section D(4)(a) of Article III, a fraction, the numerator of which shall
be $35.00 and the  denominator  of which  shall be the greater of the actual per
share price paid by investors in the Corporation's  Common Stock pursuant to the
Offering.

               (c) Upon a conversion of shares of Series B Preferred  Stock into
shares of Common Stock pursuant to the provisions of Section  D(4)(a) of Article
III, the holder thereof shall  surrender,  during regular  business  hours,  the
certificate or  certificates  representing  the shares of the Series B Preferred
Stock,  duly endorsed to the Corporation or in blank, at the principal office of
the Corporation or at such other place as the Corporation  shall designate.  The
Corporation  shall,   promptly  following  its  receipt  of  such  certificates,
determine the number of shares of Common Stock into which the shares of Series B
Preferred  Stock shall convert by  multiplying  the number of shares of Series B
Preferred  Stock so tendered to the  Corporation  by the  applicable  Conversion
Rate, and deliver to such holder of the shares of Series B Preferred  Stock,  or
to such holder's  nominee or nominees as shall be  designated by such holder,  a
certificate  or  certificates  for the number of shares of Common Stock to which
such holder shall be entitled,  together with cash to which such holder shall be
entitled in lieu of fractional shares. The shares of Series B Preferred Stock to
be converted  shall be deemed to have been  converted and canceled as of the day
immediately  preceding the earliest to occur of the events  described in Section
D(4)(a) of Article III, and the person or persons entitled to receive the shares
of Common Stock issuable upon such conversion  shall be treated for all purposes
as the record holder or holders of such shares of Common Stock on such date.

               (d) At least 10 days prior to the  anticipated  occurrence of the
earliest to occur of any event  specified in Section D(4)(a) of Article III, the
Corporation  shall give a written  notice to each holder of record of the shares
of Series B Preferred  Stock,  by  certified  mail  enclosed  in a postage  paid
envelope  addressed  to such holder at such  holder's  address as the same shall
appear  on the  books  of the  Corporation.  Delivery  shall be  deemed  to have
occurred on the second day after deposit of such notice in the mail. Such notice
shall (i) state  that the shares  will be  automatically  converted  on the date
preceding the  consummation  of the anticipated  event,  (ii) state the expected
date of conversion, and (iii) call upon such holder to exchange on or after said
date at the principal  place of business of the  Corporation  a  certificate  or
certificates representing the shares of Series B Preferred Stock to be converted
in accordance with such notice as provided above. Upon any conversion hereunder,
the Corporation  shall not be obligated to issue  certificates for the shares of
Common Stock unless and until  certificates  evidencing the converted  shares of
Series B Preferred Stock are delivered to the Corporation.

               (e) The issuance of certificates  for shares of Common Stock upon
the  conversion  of shares of Series B  Preferred  Stock  shall be made  without
charge to the  converting  holder of shares of Series B Preferred  Stock for any
original issue or transfer tax in respect of the issuance of such certificates.

               (f) The Corporation shall at all times reserve and keep available
out of its  authorized  but  unissued  shares of Common  Stock,  solely  for the
purpose of effecting the conversion of shares of Series B Preferred  Stock,  the
full number of shares of Common Stock then  deliverable  upon the  conversion or
exchange of all the shares of Series B Preferred Stock at the time  outstanding.
The  Corporation  shall  take at all  times  such  corporate  action as shall be
necessary in order that the Corporation may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the conversion of shares of Series
B Preferred Stock in accordance with the provisions hereof.

               (g) No  fractional  shares of Common Stock or scrip  representing
fractional  shares of Common Stock shall be issued upon any conversion of shares
of Series B Preferred Stock.

            5.  Equitable  Adjustment.  If a state of facts shall  occur  which,
without being  specifically  controlled by the  provisions of these  resolutions
(including, without limitation, any subdivision of the outstanding shares of the
Common Stock into a greater number of shares of Common Stock, any combination of
the  outstanding  shares of Common  Stock into a lesser  number of  shares,  the
issuance of rights to all of the holders of its shares of Common Stock entitling
them to  subscribe  for or purchase  shares of Common Stock at a price per share
less  than the then  fair  market  value of the  shares  of  Common  Stock,  the
declaration  of a  dividend  or other  distribution  payable in shares of Common
Stock, or the  reorganization of the Corporation),  would not fairly protect the
conversion,  dividend or voting  rights of the holders of the shares of Series B
Preferred  Stock  or the  rights  of the  Corporation  in  accordance  with  the
essential  intent  and  principles  of  these  resolutions,  then  the  Board of
Directors of the Corporation  shall make an adjustment in the application of the
provisions  hereof, in accordance with such essential intent and principles,  so
as to protect such rights. Anything herein to the contrary  notwithstanding,  no
adjustment  in the  Conversion  Rate shall be required  unless such  adjustment,
either by itself or with other  adjustments not previously made, would require a
change  of at least  5% in the  Conversion  Rate,  provided,  however,  that any
adjustment which by reason of this subparagraph is not required to be made shall
be carried  forward and taken into  account in any  subsequent  adjustment.  All
calculations under this Section shall be made to the nearest one-thousandth of a
share.

            6. Voting  Rights.  Except as  provided  by  statute,  each share of
Series B Preferred  Stock shall entitle the holder thereof the right to cast one
vote on every matter duly  brought  before the holders of shares of Common Stock
of the Corporation. The holders of the shares of Series B Preferred Stock and of
the Common Stock shall vote together as one class on all matters  submitted to a
vote of the shareholders of the Corporation.

            7. Rank.  All shares of Preferred  Stock shall be  identical  and of
equal rank except as to terms which may be  specified  by the Board of Directors
pursuant  to the  resolution  or  resolutions  providing  for  the  issuance  or
amendment  of the terms  applicable  to the shares of Series B  Preferred  Stock
adopted from time to time by the Board of Directors.

                                   ARTICLE IV

         A. Voting  Generally.  Unless  otherwise  provided in these Articles of
Incorporation, or in the Statutes, every shareholder entitled to vote shall have
the  right  to  vote  his  shares  for  the  election  of the  directors  of the
Corporation, but no shareholder shall have the right to accumulate its votes for
the election of the directors.

         B. Directors.

            1. Number.  The number of directors of the Corporation  shall be set
by the Bylaws,  but shall not be less than three or more than nine. The board of
directors to be elected in 1998 shall be comprised of eight directors.

            2.  Classes.  The board of  directors  shall be  divided  into three
groups, designated, respectively, Class I, Class II, and Class III. No one class
shall have more than one director  more than any other  class.  If a fraction is
contained  in the  quotient  arrived at by  dividing  the  designated  number of
directors by three, then, if such fraction is one-third, the additional director
shall be a member  of Class I and if such  fraction  is  two-thirds,  one of the
additional  directors  shall  be a member  of Class I and one of the  additional
directors shall be a member of Class II, unless otherwise  provided from time to
time by resolution adopted by the board of directors.

            3. Terms. Each director shall serve for three years, until the third
annual meeting  following the annual meeting at which such director was elected;
provided, that each initial director in Class I shall serve for a term ending on
the date of the annual meeting in 2001; each initial  director in Class II shall
serve for a term  ending on the date of the  annual  meeting  in 2000;  and each
initial  director  in Class III shall serve for a term ending on the date of the
annual meeting in 1999. The term of each director shall be always subject to the
election  and   qualification  of  his  successor  and  to  his  earlier  death,
resignation or removal.

            4.  Removal.  Directors of the  Corporation  may be removed only for
cause as determined by the affirmative vote or written consent of (i) all of the
other  directors then in office,  or (ii) the holders of at least  two-thirds of
the shares of the Corporation entitled to vote thereon.

            5.  Vacancies.  Any  vacancy in the board of  directors  including a
vacancy  from an  enlargement  of the  board,  shall  be  filled  by a vote of a
majority of the directors then in office,  although less than a quorum,  or by a
sole remaining  director.  A director elected to fill a vacancy shall be elected
to hold  office  until the next  election  of the class for which such  director
shall  have been  chosen,  subject  to the  election  and  qualification  of his
successor and to his earlier death, resignation or removal.

            6.  Allocations  of  Directors  Among  Classes.  In the event of any
increase or decrease in the  authorized  number of directors,  (i) each director
then serving as such shall  nevertheless  continue as a director of the class of
which he is a member,  and (ii) the newly  created  or  eliminated  directorship
resulting  from such increase or decrease  shall be  apportioned by the board of
directors among the three classes of directors so as to ensure that no one class
has more than one director  more than any other class.  To the extent  possible,
newly  created  directorships  shall be added to those  classes  whose  terms of
office  are to  expire  at the  latest  dates  following  such  allocation,  and
eliminated  directorships  shall be subtracted from those classes whose terms of
offices are to expire at the earliest dates  following such  allocation,  unless
otherwise  provided  from  time to time by  resolution  adopted  by the board of
directors.

            7.  Quorum;  Action at Meeting.  A majority of the  directors at any
time in office shall constitute a quorum for the transaction of business.  If at
any meeting of the directors there shall be less than such a quorum,  a majority
of those present may adjourn the meeting.  Every  decision made by a majority of
the directors  present at a meeting duly held at which a quorum is present shall
be  regarded  as the act of the board of  directors  unless a greater  number is
required  by law,  by the  Bylaws of the  Corporation  or by these  Articles  of
Incorporation.

            8.  Amendments  to this  Article.  The  affirmative  vote or written
consent of the holders of at least  two-thirds of the shares of the  Corporation
issued  and  outstanding  and  entitled  to vote shall be  required  to amend or
repeal, or to adopt any provision inconsistent with, this Article IV.

                                    ARTICLE V

         A.  Indemnification.  The  Corporation  shall,  to the  fullest  extent
permitted  by  the  Statutes,  as the  same  may be  amended  and  supplemented,
indemnify all directors,  officers, employees and agents of the Corporation whom
it shall have the power to indemnify  thereunder from and against any and all of
the  expenses,  liabilities,  or other  matters  referred  to therein or covered
thereby.  The  Corporation  shall advance  expenses to its directors,  officers,
employees and agents to the full extent  permitted by the Statutes,  as the same
may be amended or supplemented. Such rights to indemnification or advancement of
expenses shall continue as to a person who has ceased to be a director, officer,
employee  or agent of the  Corporation,  and shall  inure to the  benefit of the
heirs,  executives and administrators of such persons.  The  indemnification and
advancement of expenses provided for herein shall not be deemed exclusive of any
other  rights to which  those  seeking  indemnification  or  advancement  may be
entitled under any bylaw,  agreement,  vote of shareholders or of  disinterested
directors or  otherwise.  The  Corporation  shall have the right to purchase and
maintain insurance on behalf of its directors,  officers, employees or agents to
the full  extent  permitted  by the  Statutes,  as the same  may be  amended  or
supplemented.

         B. Limitation of Directors  Liability.  To the fullest extent permitted
by section 841 of the Statutes or as it may  hereafter be amended,  or any other
applicable  law as now in  effect,  no  director  of the  corporation  shall  be
personally  liable to the corporation or its  shareholders  for monetary damages
for any  action  taken or any  failure  to take any  action  as a  director.  No
amendment  or repeal of this  Article V, nor the  adoption of any  provision  in
these articles of incorporation  inconsistent with this Article, shall eliminate
or reduce the effect of this Article, in respect of any matter occurring, or any
cause of action,  suit or claim  that,  but for this  Article,  would  accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.

         In witness  whereof,  the  undersigned  have executed these Amended and
Restated Articles of Incorporation this 24th day of August, 1998.
                                       

                                       Convergence Communications, Inc.

                                       /S/ Brian Reynolds
                                       _________________________________________
                                       Brian Reynolds
                                       President

STATE OF Utah       )
                    :  ss.
COUNTY OF Salt Lake )

         On August 24, 1998,  personally  appeared  before me, a Notary  Public,
Brian Reynolds,  who  acknowledged  that he executed the above instrument in his
capacity as president of Convergence Communications, Inc.

                                       /S/ Janeen Batt
                                       _________________________________________
                                       NOTARY PUBLIC
My Commission Expires:                 Residing at: Salt Lake City
 ______________________


                                       /S/ Anthony Sansone
                                       _________________________________________
                                       Anthony Sansone
                                       Secretary


STATE OF UTAH        )
                     :  ss.
COUNTY OF SALT LAKE  )

         On August 24, 1998,  personally  appeared  before me, a Notary  Public,
Anthony Sansone,  who acknowledged  that he executed the above instrument in his
capacity as secretary of Convergence Communications, Inc.

                                       /S/ Janeen Batt
                                       _________________________________________
                                       NOTARY PUBLIC
My Commission Expires:                 Residing at: Salt Lake City
______________________