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                                                                 EXHIBIT 3.1 (a)

                            CERTIFICATE OF AMENDMENT

                                       TO

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             MSX INTERNATIONAL, INC.

                               * * * * * * * * * *

                  Adopted in accordance with the provisions of
       Section 242 of the General Corporation Law of the State of Delaware

                               * * * * * * * * * *

      Frederick K. Minturn, being the Executive Vice President, Chief Financial
Officer, Secretary and Treasurer of MSX International, Inc., a corporation duly
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Corporation"), DOES HEREBY CERTIFY as follows:

      FIRST: The Board of Directors of the Corporation adopted the resolutions
set forth below proposing an amendment (the "Amendment") to the Restated
Certificate of Incorporation of the Corporation and directed that the Amendment
be submitted to the holders of the issued and outstanding shares of capital
stock of the Corporation entitled to vote thereon for their consideration and
approval:

      RESOLVED, that the Board of Directors declares it advisable to amend its
      Restated Certificate of Incorporation filed on March 30, 2001 (the
      "Restated Certificate of Incorporation") effective December 29, 2003, for
      accounting purposes only, as follows:

      1.    Replace Section 4(a) of Part III of Article FOURTH in its entirety
            with the following:

            "(a) Redemption by the Corporation.

                  (i) To the extent funds are legally available therefor, on the
            date on which a Sale of the Company occurs (a "Redemption Event"),
            the Corporation shall redeem at the Redemption Price therefor all
            issued and outstanding shares of Series A Preferred.

                  (ii) To the extent funds are legally available therefor, on
            any Business Day, the Corporation, at its option, may redeem at the
            Redemption Price therefor all or any portion of the shares of Series
            A Preferred then issued and outstanding.

                  (iii) To the extent funds are legally available therefor, the
            Corporation, at the option of the holder of each share of Series A
            Preferred, on December 31, 2008, or if such date is not a Business
            Day then on the next Business Day, may redeem at the Redemption
            Price therefor all or any portion of the shares of Series A
            Preferred then held by such holder.
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                  (iv) The date on which shares of Series A Preferred are
            required to be redeemed pursuant to this Section 4 is referred to
            herein as the "Redemption Date." If, on the Redemption Date, there
            shall be insufficient funds of the Corporation legally available for
            the complete redemption of the Series A Preferred, such amount of
            the funds as is legally available shall be used for the redemption
            obligation as described in Section 4(d) of this Part III. If the
            Corporation shall fail to discharge its obligation to redeem shares
            of the Series A Preferred upon the occurrence of a Redemption Event,
            such obligation shall be discharged as soon as the Corporation is
            permitted by law to discharge such obligations. Such redemption
            obligation shall be cumulative so that if such obligation shall not
            be fully discharged for any reason, all funds legally available
            therefor shall immediately be applied thereto upon receipt by the
            Corporation until such obligation is discharged. The redemption
            price (the "Redemption Price") for each outstanding share of Series
            A Preferred to be redeemed pursuant to this Section 4(a) shall be
            the Preferred Liquidation Value thereof as of the Redemption Date."

      2.    Replace Section 4(b) of Part III of Article FOURTH in its entirety
            with the following:

            "(b) Payment of Redemption Price. Each payment of the Redemption
            Price in accordance with Section 4(a)(iv) of this Part III shall be
            made to the holder of each share of Series A Preferred being
            redeemed, upon surrender by such holder at the Corporation's
            principal executive office of the certificate representing such
            share of Series A Preferred, duly endorsed in blank or accompanied
            by an appropriate form of assignment."

      3.    Replace Section 4(e) of Part III of Article FOURTH in its entirety
            with the following:

            "(e) Notice of Redemption.

                  (i) The holder of each share of Series A Preferred that elects
            to have the Corporation redeem such holder's shares of Series A
            Preferred pursuant to Section 4(a)(iii) of this Part III shall give
            notice to the Corporation of such holder's election not less than
            ten (10) Business Days prior to the date on which such redemption is
            to be made.

                  (ii) Notice of the redemption of shares of Series A Preferred
            pursuant to Section 4(a) of this Part III, specifying the time and
            place of redemption and the Redemption Price, shall be mailed by
            certified or registered mail, return receipt requested, to each
            holder of record of shares to be redeemed, at the address for such
            holder shown on the stock records of the Corporation not less than
            ten (10) Business Days prior to the date on which such redemption is
            to be made; provided, that neither failure to give such notice nor
            any defect therein shall affect the validity of the proceeding for
            the redemption of any shares of Series A Preferred to be redeemed.

                  (iii) Each notice in accordance with this Section 4(e) shall
            also specify the number of shares of Series A Preferred of each
            holder thereof and the certificate numbers thereof which are to be
            redeemed. In case less than all the shares of Series A Preferred
            represented by any certificate are redeemed, a new certificate
            representing the unredeemed shares of Series A Preferred shall be
            issued to the holder thereof without cost to such holder."

            SECOND: The Amendment was duly adopted in accordance with Section
228 and Section 242 of the General Corporation Law of the State of Delaware by
the holders of the issued and outstanding shares of the capital stock of the
Corporation entitled to vote thereon.
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            IN WITNESS WHEREOF, the undersigned does hereby certify under
penalties of perjury that this Certificate of Amendment to the Restated
Certificate of Incorporation of the Corporation is the act and deed of the
undersigned and the facts states herein are true and accordingly has hereunto
set his hand this 31st day of March, 2004.

                           MSX INTERNATIONAL, INC.,
                           a Delaware corporation

                           By: /s/Frederick K. Minturn
                              ------------------------
                              Frederick K. Minturn
                              Executive Vice President, Chief Financial Officer,
                              Secretary and Treasurer