Exhibit 3.7
Amended Certificate of Incorporation dated June 25, 1998.

                           Certificate of Amendment of
                         Certificate of Incorporation of
                            U.S. Wireless Corporation

         Under Section 242 of the Delaware Corporation Law:

         The  Undersigned,  for the  purpose  of  amending  the  Certificate  of
Incorporation of U.S. Wireless Corporation, does hereby certify and set forth:

     FIRST: The name of the Corporation is: U.S. WIRELESS CORPORATION

     SECOND:  The  Certificate of  Incorporation  was filed by the Department of
State on 12th day of February, 1993.

     THIRD: The amendment to the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is to amend the provisions of "Article
Fourth," to increase  the  authorized  capital of the  Corporation  so that,  as
amended, said Article shall read as follows:

     " FOURTH: Capital Stock

     (A) Authorized  Capital Stock. The total number of shares of all classes of
stock which this Corporation  shall have authority to issue is FORTY-ONE MILLION
(41,000,000)  shares,  consisting of FORTY MILLION (40,000,000) shares of Common
Stock,  par value $.01 per share  (hereinafter,  the  "Common  Stock"),  and ONE
MILLION  (1,000,000)  shares  of  preferred  stock,  par  value  $.01 per  share
(hereinafter,   the  "Preferred  Stock"),  of  which  300,000  shares  shall  be
designated as the "Series A Preferred Stock", the relative rights,  preferences,
and  limitations of which are as set forth in  subparagraph  (C) of this Article
FOURTH.

     (B) Preferred Stock - Undesignated.

     (i)  Shares of  Preferred  Stock may be issued  from time to time in one or
more series  and/or class as may from time to time be determined by the Board of
Directors. Each series and/or class shall be distinctly designated. The relative
rights, preferences and limitations of shares of undesignated Preferred Stock as
provided for in this Article FOURTH.

     (ii) Undesignated  Preferred Stock. Shares of Preferred Stock may be issued
from time to time in one or more  series as may from time to time be  determined
by the Board of  Directors.  Each series  shall be  distinctly  designated.  All
shares  of any one  series  of the  Preferred  Stock  shall  be  alike  in every
particular  event except that there may be different  dates from which dividends
thereon,  if  any,  shall  be  cumulative,  if  made  cumulative.   The  powers,
preferences  and  relative,  participating,  optional  and other  rights of each
series, and the qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time  outstanding.  Subject
to the  provisions  of this  Article  FOURTH,  the  Board  of  Directors  of the
Corporation  is hereby  expressly  granted  authority  to fix by  resolution  or
resolutions  adopted  prior to the  issuance  of any  shares of each  particular
series of Preferred Stock, the  designation,  powers,  preferences and relative,
participating,  optional and other rights, and the  qualifications,  limitations
and  restrictions  thereof,  if any,  of such  series,  including,  but  without
limiting the generality of the foregoing, the following:

     (a) the  distinctive  designation  of and the number of shares of Preferred
Stock which shall constitute the series,  which number may be increased  (except
as otherwise  fixed by the Board of Directors)  or decreased  (but not below the
number of shares  thereof then  outstanding)  from time to time by action of the
Board of Directors;

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     (b) the rate and times at which,  and the terms and conditions  upon which,
dividends,  if any,  on  shares  of the  series  shall be paid,  the  extent  of
preferences or relation,  if any, of such dividends to the dividends  payable on
any other  class or  classes of stock of this  corporation,  or on any series of
Preferred  Stock or of any other class or classes of stock of this  corporation,
and whether such dividends shall be cumulative or non-cumulative;

     (c) the right,  if any,  of the  holders of shares of the series to convert
the same into, or exchange the same for, shares of any other class or classes of
stock  of  this  corporation,  or of any  series  of  Preferred  Stock  of  this
corporation, and the terms and conditions of such conversion or exchange;

     (d) whether  shares of the series shall be subject to  redemption,  and the
redemption price or prices including,  without limitation, a redemption price or
prices payable in shares of the Common Stock and the time or times at which, and
the terms and conditions upon which, shares of the series may be redeemed;

     (e) the  rights,  if any,  of the  holders  of  shares of the  series  upon
voluntary or involuntary  liquidation,  merger,  consolidation,  distribution or
sale of assets, dissolution or winding up of this corporation;

     (f) the terms of the sinking fund or  redemption  or purchase  account,  if
any, to be provided for shares of the series; and

     (g) the voting powers, if any, of the holders of shares of the series which
may, without limiting the generality of the foregoing,  include (1) the right to
more or less than one vote per  share on any or all  matters  voted  upon by the
stockholders  and (2) the right to vote,  as a series by itself or together with
other series of Preferred  Stock or together with all series of Preferred  Stock
as a class, upon such matters, under such circumstances and upon such conditions
as the Board of Directors may fix,  including,  without  limitation,  the right,
voting as a series by itself or together with other series of Preferred Stock or
together  with all series of  Preferred  Stock as a class,  to elect one or more
directors  of this  corporation,  or to elect a majority  of the  members of the
Board,  under  such  circumstances  and upon  such  conditions  as the Board may
determine.

     (C) Series A Preferred Stock.

     (i)  Designation.  The designation of this series of Preferred  Stock,  par
value $0.01 per share,  shall be the  "Series A Preferred  Stock." The number of
shares of Series A Preferred Stock authorized hereby shall be 300,000 shares.

     (ii) Rank.  The Series A Preferred  Stock shall,  with respect to rights on
liquidation,  winding up, and  dissolution,  rank (a) junior to any other Senior
Securities  established  by the Board of  Directors  and, if required by Section
(vii),  approved  by the  affirmative  vote of the  holders of a majority of the
shares of the Series A Preferred  Stock,  the terms of which shall  specifically
provide that such series shall rank prior to the Series A Preferred  Stock;  (b)
on a  parity  with any  other  Parity  Securities  established  by the  Board of
Directors,  the terms of which shall specifically provide that such series shall
rank on a parity with the Series A Preferred  Stock;  and (c) prior to any other
Junior Securities of the Corporation.

     (iii) Dividends.

     (a) The  holders  of the shares of the Series A  Preferred  Stock  shall be
entitled to receive,  when and as  declared  by the Board of  Directors,  out of
funds legally  available for the payment of dividends,  cumulative  dividends at
$1.20  per  share.  Cumulative  dividends  are  payable  quarterly,  on  each of
September 30, December 31, March 31 and June 30,  commencing  September 30, 1998
(the  "Series A Dividend  Payment  Dates"),  in  preference  to dividends on the
Junior  Securities.  Such dividend  shall be paid to the holder of record by the
close of business on the date thirty  business  days after the Series A Dividend
Payment  Dates,  which  dividend  may be paid in cash or in kind,  in  shares of
Series A Preferred Stock, at the discretion of the Corporation. If paid in kind,
the number of shares issuable shall be rounded to the nearest share, there being
no obligation of the Company to make any cash  payments.  Each of such dividends
shall be fully  cumulative and shall accrue  (whether or not declared),  without
interest, from the date such dividends are payable as herein provided.

<PAGE>
     (b) If at any time the Corporation  shall have failed to pay full dividends
which have  accrued  (whether  or not  declared)  on any Senior  Securities,  no
dividend  shall be declared by the Board of  Directors  or paid or set apart for
payment by the  Corporation on the shares of the Series A Preferred Stock or any
other Parity Securities unless,  prior to or concurrently with such declaration,
payment,  or setting apart for payment,  all accrued and unpaid dividends on all
outstanding shares of Senior Securities shall have been or are declared and paid
or set apart for payment,  without  interest.  No dividends shall be declared or
paid or set apart for payment on any Parity or Junior  securities for any period
unless full cumulative dividends have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for such
payment  on the  Series A  Preferred  Stock  for all  dividend  payment  periods
terminating  on or  prior  to the  date  of  payment  of  such  full  cumulative
dividends. If any dividends are not paid in full, as aforesaid,  upon the shares
of the Series A Preferred Stock and any other Parity Securities, the Corporation
distribute  the dividend  pro rata so that the amount of dividends  declared per
share on the Series A Preferred Stock and such other Parity  Securities shall in
all cases bear to each other the same ratio that accrued  dividends per share on
the Series A  Preferred  Stock and such  other  Parity  securities  bear to each
other.  No interest,  or sum of money in lieu of  interest,  shall be payable in
respect of any dividend  payment or payments on the Series A Preferred  Stock or
any other Parity Securities which may be in arrears.

     (c) Holders of the shares of the Series A Preferred Stock shall be entitled
to receive the dividends provided for in paragraph (iii)(a) hereof in preference
to and in priority over any dividends of other Parity  Securities  and any other
Junior Securities.

     (d) Subject to the foregoing  provisions of this Section (iii) the Board of
Directors  may  declare,  and the  Corporation  may pay or set apart for payment
dividends  and  other  distributions  on any of the  Junior  Securities  and may
purchase  or  otherwise  redeem any of the Junior  Securities  or any  warrants,
rights,  or  options  exercisable  for or  convertible  into  any of the  Junior
Securities,  and the holders of shares of the Series A Preferred Stock shall not
be entitled to share therein.

     (iv) Liquidation Preference.

     (a) In the event of any voluntary or involuntary liquidation,  dissolution,
or winding up of the  affairs of the  Corporation,  the holders of the shares of
Series A Preferred  Stock then  outstanding  shall be entitled to be paid out of
the assets of the Corporation  available for distribution to its stockholders an
amount in cash equal to $20.00 per share for each share outstanding,  before any
payment  shall be made or any assets  distributed  to the  holders of any of the
Junior Securities, provided, however, that the holders of the outstanding shares
of  the  Series  A  Preferred  Stock  shall  not be  entitled  to  receive  such
liquidation payment until the liquidation  payments on all outstanding shares of
Senior  Securities,  if any,  shall have been paid in full. If the assets of the
Corporation are not sufficient to pay in full the liquidation  payments  payable
to the holders of the outstanding  shares of the Series A Preferred Stock or any
other Parity Securities, then the holders of all such shares shall share ratably
in such  distribution  of assets in  accordance  with the amount  which would be
payable  on such  distribution  if the  amounts  to  which  the  holders  of the
outstanding  shares of Series A Preferred  Stock and the holders of  outstanding
shares of such other Parity Securities are entitled were paid in full.

     (b) For the purposes of this Article  FOURTH,  neither the voluntary  sale,
conveyance,   lease,   exchange,  nor  transfer  (for  cash,  shares  of  stock,
securities,  or their consideration) of all or substantially all of the property
or assets of the Corporation or the  consolidation  or merger of the Corporation
with  one or more  other  corporations  shall  be  deemed  to be a  liquidation,
dissolution,  or winding up,  voluntary or  involuntary,  unless such  voluntary
sale,  conveyance,  lease,  exchange,  or transfer shall be in connection with a
dissolution or winding up of the business of the Corporation.




<PAGE>
     (v) Redemption.

     (a) Notice. The Corporation may, at any time, upon the earlier of (i) three
years from issuance and (ii) when after the closing price for the  Corporation's
Common Stock has been $8.00 for any consecutive thirty day period, redeem all of
the issued and  outstanding  shares of the  Series A  Preferred  Stock for a per
share  price of  $20.00  (the  "Redemption  Price"),  plus  accrued  but  unpaid
dividends,  upon the terms set forth below. If the Corporation desires to redeem
the Series A Preferred  Stock, it shall deliver 20 days notice (the  "Redemption
Notice")  by regular  mail to each  holder of record of the  Series A  Preferred
Stock  at  the  address  of  each  holder  as it  appears  on the  books  of the
Corporation  and will  additionally  publish a Notice of  Redemption in the Wall
Street  Journal.  Dividends  shall cease  accruing on the date of the Redemption
Notice.

     (b) Delivery of  Certificates  and Payment.  On or before the twentieth day
after the date of the  Redemption  Notice  (the  "Period"),  each  holder of the
Series A Preferred  Stock shall deliver to the secretary of the  Corporation  at
its principal  office his  certificate  for the Series A Preferred  Stock,  duly
endorsed in blank (or accompanied by proper instruments of transfer).  Upon such
surrender  the  holder  thereof  shall be  entitled  to  receive  payment of the
Redemption  Price for each share of the Series A Preferred Stock so surrendered.
The Corporation  shall make such payment within five days after the later of (i)
the date on which the holder delivered such certificates or (ii) the last day of
the Period.

     (vi) Conversion.

     (a) Subject to, and upon  compliance  with,  the provisions of this Section
(vi), the holder of a share of Series A Preferred  Stock  designated  shall have
the  right,  at such  holder's  option,  at any  time  commencing  90 days  from
issuance,  to convert such share in to fully paid and  non-assessable  shares of
Common Stock of the  Corporation,  at a  conversion  price of 2.956 per share of
Common  Stock.  The number of shares  issuable  shall be rounded to the  nearest
whole share, there being no obligation of the Company to make any cash payments.

     (b) (1) In order to exercise the conversion privilege,  the holders of each
share  of  Series  A  Preferred  Stock  to  be  converted  shall  surrender  the
certificates  representing  such shares at the office of the  Corporation or its
transfer  agent for the Series A Preferred  Stock,  as may be appointed for such
purpose by the  Corporation,  with the Notice of Election to Convert on the back
of said  certificate  completed  and signed.  Unless the shares of Common  Stock
issuable on conversion  are to be issued in the same name in which such share of
Series A Preferred  Stock is registered,  each share  surrendered for conversion
shall be accompanied by instruments  of transfer,  in form  satisfactory  to the
Corporation,  duly  executed  by the  holder of such  holder's  duly  authorized
attorney and an amount sufficient to pay any transfer or similar tax.

     (2) As promptly as practicable  after the surrender of the certificates for
shares of Series A Preferred Stock as aforesaid, the Corporation shall issue and
shall  deliver  at such  office  to such  holder,  or on his  written  order,  a
certificate  or  certificates  for the  number of full  shares  of Common  Stock
issuable upon the conversion of such shares in accordance with the provisions of
this Section (iv).

     (3) Each conversion shall be deemed to have been effected immediately prior
to the close of  business  on the date on which the  certificates  for shares of
Series A Preferred Stock shall have been  surrendered and such notice shall have
been  received by the  Corporation  as  aforesaid,  and the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or  holders  of record of the  shares  represented  thereby at such time on such
date, unless the stock transfer books of the Corporation shall be closed on that
date,  in which event such person or persons shall be deemed to have become such
holder or holders of record at the close of business on the next  succeeding day
on which such stock  transfer  books are open and such notice is received by the
Corporation.  All shares of Common Stock delivered upon conversion of the Series
A Preferred  Stock will upon delivery be duly and validly  issued and fully paid
and  non-assessable,  free of all  liens  and  charges  and not  subject  to any
preemptive rights.

<PAGE>
     (c) The  Corporation  covenants  that it will at all times reserve and keep
available,  free from preemptive  rights, out of the aggregate of its authorized
but unissued shares of Common Stock or its issued shares of Common Stock held in
its treasury, or both, for the purposes of effecting conversions of the Series A
Preferred Stock, the full number of shares of Common Stock  deliverable upon the
conversion of all outstanding shares of Series A Preferred Stock not theretofore
converted.  For purposes of this  subsection (d), the number of shares of Common
Stock which shall be deliverable  upon the conversion of all outstanding  shares
of Series A Preferred  Stock shall be computed as if at the time of  computation
all such outstanding shares were held by a single holder.

     (vii)  Voting  Rights.  The  holders  of record  of shares of the  Series A
Preferred Stock shall not be entitled to any voting rights except as hereinafter
provided in this Section (vii)(a) or as otherwise provided by law.

     (a) So long as any shares of the Series A Preferred Stock are  outstanding,
the Corporation will not, without the affirmative vote or consent of the holders
of at least a  majority  of the  outstanding  shares of the  Series A  Preferred
Stock,  voting  as a  class,  vote to amend  the  Corporation's  Certificate  of
Incorporation  to (i) increase or decrease the  aggregate  number of  authorized
shares of the Series A Preferred Stock;  (ii) increase or decrease the par value
of the Series A Preferred  Stock;  or (iii) alter the  preferences,  powers,  or
rights of the Series A Preferred  Stock so as to affect them  adversely,  except
that the Corporation may issue a Senior Security.

     (b) In exercising the voting rights set forth in this Section  (vii),  each
share of Series A Preferred Stock shall have one vote per share.

                  (D)      Common Stock.

                  (i) After the  requirements  with respect to voting  rights on
Preferred Stock (fixed in accordance with provisions of this Article FOURTH), if
any, shall have been met and after this corporation shall have complied with all
the  requirements,  if any, with respect to the setting aside of sums as sinking
funds  or  redemption  or  purchase  accounts  (fixed  in  accordance  with  the
provisions of paragraph (C) of this Article  FOURTH) and subject  further to any
other  conditions  which may be fixed in accordance  with the provisions of this
Article  FOURTH,  then but not  otherwise,  the holders of Common Stock shall be
entitled to receive such dividends, if any, as may be declared from time to time
by the Board of Directors.

     (ii) In the event of voluntary or involuntary liquidation,  distribution or
sale of assets,  dissolution or winding-up of this  corporation,  the holders of
the Common Stock shall be entitled to receive all the  remaining  assets of this
corporation,   tangible  and   intangible,   of  whatever  kind   available  for
distribution to  stockholders,  ratably in proportion to the number of shares of
the Common Stock held by each.

     (iii)  Except  as  otherwise  be  required  by  law,  this  Certificate  of
Incorporation  or the  provisions  of the  resolution or  resolutions  as may be
adopted by the Board of Directors  pursuant to this Article FOURTH,  each holder
of Common  Stock  shall have one vote in  respect of each share of Common  Stock
held by such holder on each matter voted upon by the stockholders."

     FOURTH:  The amendment to the Articles of  Incorporation of the Corporation
set  forth  above  was  adopted  at  a  Special  Meeting  of  the  Corporation's
stockholders on the 24th day of June, 1998.

     IN WITNESS  WHEROF,  the  undersigned  President  of this  Corporation  has
executed this Certificate of Amendment on this 24th day of June, 1998.

     U.S. WIRELESS CORPORATION



     By: Dr. Oliver Hilsenrath, President