EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       TO

                    THE RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   PC411, INC.

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


                  PC411, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

                  1. By unanimous written consent dated December 1, 1998, the
Board of Directors of the Corporation adopted a resolution proposing and
declaring advisable the following amendment to the Restated Certificate of
Incorporation of the Corporation (the "Certificate of Incorporation"):

                  RESOLVED, that it is advisable for the Corporation's
         Certificate of Incorporation to be amended as follows:

                  Article FIRST of the Certificate of Incorporation be amended
                  to read in its entirety as follows:

                           "First:  The name of the corporation is CDSI
                  Holdings Inc."

                  2. The Amendment of the Certificate of Incorporation effected
by this Certificate was duly authorized at the Annual Meeting of Stockholders
held on January 12, 1999, by the holders of a majority of the outstanding
capital stock of the Corporation entitled to vote thereon, after first having
been declared advisable by the Board of Directors of the Corporation, all in
accordance with the provisions of Section 242 of the Delaware General
Corporation Law.






                  IN WITNESS WHEREOF, PC411, Inc. has caused this Certificate to
be signed by Richard J. Lampen, its President, who hereby acknowledges under
penalties of perjury that the facts herein stated are true and that this
Certificate is the Corporation's act and deed, this 12th day of January, 1999.



                                                     /s/ Richard J. Lampen
                                                     ---------------------------
                                                     Richard J. Lampen
                                                     President