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                                                                   Exhibit 3.1.1






                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                           NORRIS COMMUNICATIONS, INC.

                (Pursuant to Sections 222 and 242 of the General
                    Corporation Law of the State of Delaware)


        NORRIS COMMUNICATIONS, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify:

        FIRST: That the Certificate of Incorporation of the Corporation was
filed with the Secretary of State of the State of Delaware on February 29, 1996,
and was amended and restated on May 31, 1996.

        SECOND: That the Board of Directors of the Corporation has duly adopted
resolutions setting forth a proposed amendment to the Certificate of
Incorporation of the Corporation, declaring such amendment to be advisable and
directing that such amendment be submitted to the stockholders of the
Corporation for approval. The resolution setting forth the proposed amendment is
as follows:


               "RESOLVED, that the Certificate of Incorporation of the
        Corporation be amended by amending Article FOURTH to read in full as
        follows:

               'FOURTH: The aggregate number of shares which the Corporation
        shall have authority to issue is One hundred Twenty-Five Million
        (125,000,000), divided into One Hundred Twenty Million (120,000,000)
        shares of common stock of the par value of $.001 per share, and Five
        Million (5,000,000) shares of preferred stock of the par value of $.001
        per share.' "


        THIRD: That thereafter, pursuant to resolution of the Board of
Directors, the annual meeting of stockholders of said corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

        FOURTH: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

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                                                                   Exhibit 3.1.1


        FIFTH: The foregoing amendment to the Certificate of Incorporation shall
be effective on and as of the date of filing of this Certificate of Amendment
with the office of the Secretary of State of the State of Delaware.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by Alfred H. Falk, its President, and attested by
Robert Putnam, its Secretary, this 12th day of January, 1998.

                                              NORRIS COMMUNICATIONS, INC.


                                              By:  /s/ Alfred H. Falk
                                                   -----------------------------
                                                   Alfred H. Falk, President

[SEAL]


ATTEST:


By:  /s/ Robert Putnam
     ----------------------------
     Robert Putnam, Secretary