<PAGE>   1
                                                                   Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  PC411, INC.

         (Pursuant to Chapter 1, Title 8 of the General Corporation Law of the
State of Delaware)

         It is hereby certified that:

         FIRST:  The name of the corporation is PC411, Inc.

         SECOND: The Certificate of Incorporation was filed with the Office of
the Secretary of State on December 29, 1993.

         THIRD:  The Amendment of the Certificate of Incorporation of the
corporation effected by this Certificate of Amendment is (a) to increase the
aggregate number of shares which the corporation shall have authority to issue
by authorizing 24,990,000 additional shares of Common Stock with a par value of
$.01 per share and 4,990,000 additional shares of Preferred Stock with a par
value of $.01 per share so that the aggregate number of shares which the
corporation shall have authority to issue shall be 30,000,000, 25,000,000 of
which shall be shares of Common Stock and 5,000,000 of which shall be shares of
Preferred Stock, (b) to provide more detailed provisions regarding the powers
of the corporation and of its directors and of its stockholders, (c) to specify
the duration of the corporation, and (d) to add a provision regarding the
rights of creditors and stockholders of the corporation.

         FOURTH: To accomplish the foregoing amendment, Article FOURTH relating
to the number, class and par value of the shares the Corporation is authorized
to issue and Article SIXTH relating to the powers of the board of directors are
amended to read as follows, Article FIFTH regarding the rights of holders of
Preferred Stock is deleted and the following new Article FIFTH is substituted
in lieu thereof and the following Article TENTH is added:

                  "FOURTH: (a) AUTHORIZED SHARES. The aggregate number of
                  shares which the Corporation shall have authority to issue is
                  30,000,000, of which 25,000,000 shall be shares of Common
                  Stock, par value $.01 per share (the "Common Stock") and
                  5,000,000 shall be shares of Preferred Stock, par value $.01
                  per share (the "Preferred Stock"). The Preferred Stock may be
                  issued, from time to time, in one or more series with such
                  designations, preferences and relative, participating,
                  optional or other special rights and qualifications,




                                       
<PAGE>   2

                  limitations or restrictions thereof, as shall be stated in
                  the resolutions adopted by the Board of Directors providing
                  for the issuance of such Preferred Stock or series thereof;
                  and the Board of Directors is hereby expressly vested with
                  authority to fix such designations, preferences and relative
                  participating, optional or other special rights or
                  qualifications, limitations or restrictions for each series,
                  including, but not by way of limitation, the power to affix
                  the redemption and liquidation preferences, the rate of
                  dividends payable and the time for and the priority of
                  payment thereof and to determine whether such dividends shall
                  be cumulative or not and to provide for and affix the terms
                  of conversion of such Preferred Stock or any series thereof
                  into Common Stock of the corporation and fix the voting
                  power, if any, of Preferred Stock or any series thereof.

                           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
                  (1) any unissued stock of any class, or (2) any additional
                  shares of any class to be issued by reason of any increase of
                  the authorized capital stock of the corporation of any class,
                  or (3) bonds, certificates of indebtedness, debentures or
                  other securities convertible into stock of the corporation,
                  or carrying any right to purchase stock of any class, but any
                  such unissued stock or such additional authorized issue of
                  any stock or of 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.

                                 (b) CHANGE IN CONVERSION RATIO OF PREFERRED
                  STOCK. Each share of Preferred Stock, par value $.01 per
                  share of the Corporation outstanding as of the close of
                  business on the day prior to the date of the filing of this
                  Certificate of Amendment shall be reclassified on a basis of
                  4.7395 shares of Common Stock, par value $.01 per share
                  (prior to giving effect to the stock split described in
                  paragraph (c) of this Article Fourth), for each share of
                  Preferred Stock outstanding and, accordingly, each share of
                  Preferred Stock outstanding as of the close of business on
                  the day prior to the date of such filing, shall, without any
                  further action by the Corporation or any holder of Preferred
                  Stock, be deemed to represent 4.7395 shares of Common Stock,
                  par value $.01 per share (prior to giving effect to the stock
                  split described in paragraph (c) of this Article Fourth). Any
                  shares of Preferred Stock issued and outstanding as of such
                  date shall be immediately canceled.

                                 (c) STOCK SPLIT. Effective upon the filing
                  of this Certificate of Amendment with the Secretary of State,
                  each share of Common Stock, par value $.01 per share, of the
                  Corporation outstanding as of the close of business on the
                  day prior to the date of such filing (after taking into
                  account the



                                       2
<PAGE>   3

                  conversion of the issued and outstanding shares of Preferred
                  Stock into shares of Common Stock as set forth in paragraph
                  (b) of this Article Fourth) shall be reclassified on a basis
                  of 172.7336 shares of Common Stock for each share of Common
                  Stock outstanding and, accordingly, each share of Common
                  Stock, par value $.01 per share, of the Corporation
                  outstanding as of the close of business on the day prior to
                  the date of such filing, each having a par value of $.01 per
                  share, shall, without further action by the Corporation or
                  any stockholder, be deemed to represent 172.7336 shares of
                  Common Stock, par value $.01 per share.

                  "SIXTH:   For the management of the business and for the
                  conduct of the affairs of the corporation, and in further
                  definition, limitation and regulation of the powers of the
                  corporation and of its directors and of its stockholders or
                  any class thereof, as the case may be, it is further
                  provided:

                                    (a) The management of the business and the
                  conduct of the affairs of the corporation shall be vested in
                  its Board of Directors. The number of directors which shall
                  constitute the whole Board of Directors shall be fixed by, or
                  in the manner provided in, the By-Laws. The phrase "whole
                  Board" and the phrase "total number of directors" shall be
                  deemed to have the same meaning, to wit, the total number of
                  directors which the corporation would have if there were no
                  vacancies. No election of directors need be by written
                  ballot.

                                    (b) After the original or other By-Laws of
                  the corporation have been adopted, amended, or repealed, as
                  the case may be, in accordance with the provisions of Section
                  109 of the General Corporation Law of the State of Delaware,
                  and after the corporation has received any payment for any of
                  its stock, the power to adopt, amend, or repeal the By-Laws
                  of the corporation may be exercised by the Board of Directors
                  of the corporation.

                                    (c) Whenever the corporation shall be
                  authorized to issue only one class of stock each outstanding
                  share shall entitle the holder thereof to notice of, and the
                  right to vote at, any meeting of stockholders. Whenever the
                  corporation shall be authorized to issue more than one class
                  of stock no outstanding share of any class of stock which is
                  denied voting power under the provisions of the certificate
                  of incorporation shall entitle the holder thereof to the
                  right to vote at any meeting of stockholders except as the
                  provisions of paragraph (c)(2) of Section 242 of the General
                  Corporation Law of the State of Delaware shall otherwise
                  require; provided, that no share of any such class which is
                  otherwise denied voting power shall entitle the holder
                  thereof to vote upon the increase or decrease in the number
                  of authorized shares of said class.

                  "FIFTH:   The corporation is to have perpetual existence.

                                       3
<PAGE>   4

                  "TENTH: Whenever a compromise or arrangement is proposed
                  between this Corporation and its creditors or any class of
                  them and/or between this Corporation and its stockholders or
                  any class of them, any court of equitable jurisdiction within
                  the State of Delaware may, on the application in a summary
                  way of this Corporation or of any creditor or stockholder
                  thereof or on the application of any receiver or receivers
                  appointed for this Corporation under the provisions of
                  Section 291 of Title 8 of the Delaware Code or on the
                  application of trustees in dissolution or of any receiver or
                  receivers appointed for this Corporation under the provisions
                  of Section 279 of Title 8 of the Delaware Code order a
                  meeting of the creditors or class of creditors, and/or of the
                  stockholder or class of stockholders of this Corporation, as
                  the case may be, to be summoned in such manner as the said
                  court directs. If a majority in number representing
                  three-fourths in value of the creditors or class of
                  creditors, and/or of the stockholders or class of
                  stockholders of this Corporation, as the case may be, agree
                  to any compromise or arrangement and to any reorganization of
                  this Corporation as consequence of such compromise or
                  arrangement, the said compromise or arrangement and the said
                  reorganization shall, if sanctioned by the court to which the
                  said application has been made, be binding on all the
                  creditors or class of creditors, and/or on all the
                  stockholders or class of stockholders, of this Corporation,
                  as the case may be, and also on this Corporation."

         FIFTH:   The foregoing Amendment of the Certificate of Incorporation of
the Corporation was authorized by the unanimous consent of the Board of
Directors of the Corporation followed by the unanimous consent of all of the
outstanding shareholders of the Corporation entitled to vote on said Amendment
of the Certificate of Incorporation.

         IN WITNESS WHEREOF, we have subscribed this document on the date set
forth below and do hereby affirm under penalties of perjury, that the
statements contained therein have been examined by us and are true and correct.


Dated: May 12, 1997

                                                     /s/ Dean R. Eaker
                                                     --------------------------
                                                     PRESIDENT AND CEO


                                       4