EXHIBIT 3(a)

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                               C-PHONE CORPORATION

                             ---------------------

                            Under Section 805 of the
                        New York Business Corporation Law

                             ---------------------

         FIRST: The name of the Corporation is C-Phone Corporation.

         SECOND:  The Certificate of  Incorporation of the Corporation was filed
by the  Department  of State on March 28, 1986,  under the original  name Target
Tuning, Inc.

         THIRD:  The amendment to the Certificate of  Incorporation  effected by
this  Certificate  of  Amendment  is to increase  the number of shares of common
stock the  Corporation  is  authorized to issue and to authorize the issuance of
preferred stock.

         FOURTH:  To accomplish the foregoing  amendment,  Article FOURTH of the
Certificate  of  Incorporation  is hereby  stricken  out in its entirety and the
following new Article is substituted in lieu thereof:

                  "FOURTH:   (a)  The  aggregate  number  of  shares  which  the
         Corporation  shall have the  authority to issue is  twenty-one  million
         (21,000,000) shares, which shall consist of twenty million (20,000,000)
         shares  of common  stock,  $.01 par value  ("Common  Shares"),  and one
         million   (1,000,000)   shares  of  preferred  stock,  $.01  par  value
         ("Preferred  Shares").  Except as otherwise provided in accordance with
         this  Certificate  of  Incorporation,  the  Common  Shares  shall  have
         unlimited  voting rights,  with each Common Share being entitled to one
         vote, and the right to receive the net assets of the  Corporation  upon
         dissolution, with each Common Share participating on a pro rata basis.

                             (b)  The Board of  Directors  is  authorized,  from
         time to  time  and  without  shareholder  action,  to  provide  for the
         issuance of Preferred Shares in one or more series not exceeding in the
         aggregate the number of Preferred Shares authorized by this Certificate
         of  Incorporation,  as amended from time to time; and to determine with
         respect to each such  series the voting  powers,  if any (which  voting
         powers, if granted, may be full or limited), designations,  preferences
         and relative,  participating,  option or other special rights,  and the
         qualifications, limitations or restrictions relating thereto, including
         without limiting the generality of the foregoing (i) the voting rights,
         if any, relating to Preferred Shares of any series (which may be one or
         more votes per share or a  fraction  of a vote per share or no vote per
         share,  which may vary over time and which may be applicable  generally
         or only  upon  the  happening  and  continuance  of  stated  events  or
         conditions),  (ii) the rate of  dividend,  if any, to which  holders of
         Preferred Shares of any series may be entitled (which may be cumulative
         or  noncumulative),  (iii) the rights of holders of Preferred Shares of
         any series in the event of  liquidation,  dissolution  or winding up of
         the affairs of the Corporation,  (iv) the rights, if any, of holders of
         Preferred  Shares of any series to convert or exchange  such  Preferred
         Shares  of such  series  for  shares  of any  other  class or series of
         capital stock, or for any other securities,  property or assets, of the
         Corporation or any subsidiary (including the determination of the price
         or prices or the rate or rates applicable to such rights to


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         convert or exchange and the adjustment  thereof,  and the time or times
         during  which a  particular  price or rate  shall be  applicable),  (v)
         whether or not the  Preferred  Shares of any series shall be redeemable
         and, if so, the terms and conditions of such redemption,  including the
         date or dates upon or after  which they  shall be  redeemable,  and the
         amount per share payable in case of redemptions,  which amount may vary
         under different conditions and at different dates, and (vi) whether any
         Preferred  Shares  of  any  series  shall  be  redeemed  pursuant  to a
         retirement or sinking fund or otherwise and the terms and conditions of
         such obligation.

                             (c)  Before  the   Corporation   shall   issue  any
         Preferred  Shares of any series,  a  Certificate  of  Amendment to this
         Certificate of  Incorporation  fixing the voting powers,  designations,
         preferences,  the relative,  participating,  option or other rights, if
         any, and the  qualifications,  limitations  and  restrictions,  if any,
         relating  to the  Preferred  Shares of such  series,  and the number of
         Preferred Shares of such series authorized by the Board of Directors to
         be issued shall be filed with the  Department  of State of the State of
         New York in accordance  with the New York Business  Corporation Law and
         shall become  effective  without any shareholder  action.  The Board of
         Directors is further  authorized to increase or decrease (but not below
         the number of  Preferred  Shares of any series  then  outstanding)  the
         number of shares of such series subsequent to the issuance of shares of
         such series."

         FIFTH: The foregoing  amendment of the certificate of incorporation was
authorized by the vote at a meeting of the Board of Directors of the Corporation
followed  by the  vote  of the  holders  of at  least a  majority  of all of the
outstanding shares of the Corporation  entitled to vote on such 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 herein have been examined by us and are true and correct.


Date: August 8, 1997

                                       /s/ DANIEL P. FLOHR
                                       ----------------------------
                                           Daniel P. Flohr, President



                                       /s/ TINA L. JACOBS
                                       ----------------------------
                                           Tina L. Jacobs, Secretary





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