Exhibit
3.1





AMENDMENT TO THE CERTIFICATE OF INCORPORATION


OF


iVoice
Technology, Inc.








iVoice
Technology, Inc., a corporation organized and existing under the laws of the
State of New Jersey (the “Corporation”), hereby certifies as
follows:





1.  The name
of the corporation is iVoice Technology, Inc.  The Certificate of
Incorporation of the Corporation was filed by the New Jersey Treasurer on
November 10, 2004.





2.  An
Amended and Restated Certificate of Incorporation was filed by the New Jersey
Treasurer on January 11, 2005.





3. This
Amendment to the Certificate of Incorporation herein certified was authorized by
the unanimous written consent of the Board of Directors on July 24, 2009, and
pursuant to the New Jersey Business Corporation Act of the State of New Jersey
(the “Corporation Law”).





4.  The
Amendment to the Certificate of Incorporation herein certified effects the
following changes: Article III, Class B Common Stock Shares shall be deleted and
entirely restated.  To accomplish the foregoing amendment, Article
III, Class B Common Stock Shares of the Certificate of Incorporation is hereby
deleted in its entirety and replaced with a new paragraph to read as
follows:





Class B Common Stock
Shares.  The par value of each share of the Class B Common
Stock shall be $.01.  Each holder of Class B Common Stock shall have
the right to convert each share of Class B Common Stock into the number of Class
A Common Stock calculated by dividing the number of Class B Common Stock being
converted by eighty percent (80%) of the lowest price that the Company had ever
issued its Class A Common Stock.  Every holder of the outstanding
shares of the Class B Common Stock Shares shall be entitled on each matter to
cast the number of votes equal to the number of Class A Common Stock Shares that
would be issued upon the conversion of the Class B Common Stock Shares held by
that holder, had all of the outstanding Class B Common Stock Shares held by that
holder been converted on the record date used for purposes of determining which
shareholders would vote in such an election.  With respect to all
matters upon which shareholders are entitled to vote or to which shareholders
are entitled to give consent, the holders of the outstanding shares of Class B
Common Stock Shares shall vote together with Class A Common Stock Shares without
regard to class, except as to those matters on which separate class voting is
required by applicable law.  There shall be no cumulative voting by
shareholders.  Each Class B Common Stock Share shall receive dividends
or other distributions, as declared, equal to the number of Class A Common Stock
Shares that would be issued upon the conversion of the Class B Common Stock
Shares, had all of the outstanding Class B Common Stock Shares been converted on
the record date established for the purposes distributing any dividend or other
shareholder distribution.  The holders of the Class B Common Stock
shares shall have the right to elect, at the holder’s sole discretion, the
redemption for cash by the Corporation at the rate of $1.00 for each Class B
Share presented to the Corporation for redemption.





I, the
undersigned officer of iVoice Technology, Inc., certify that the foregoing
Amendment to the Certificate of Incorporation of iVoice Technology, Inc. sets
forth the Amendment to the Certificate of Incorporation of the said Corporation
as of the 24th day
of July 2009.








By:________________________________


Jerome Mahoney


President