Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                       OF THE CERTIFICATE OF INCORPORATION
                                       OF
                           First Priority Group, Inc.
                UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

* * * * *

          WE, THE UNDERSIGNED, Michael Karpoff and Barry Siegel, being 
respectively the Chairman of the Board and Secretary of First Priority Group,
Inc. hereby certify:

     1.   The name of the corporation is First Priority Group, Inc..
     2.   The certificate of incorporation of said corporation was filed by the
          Department of State on the Twenty-Eighth day of June, 1985.
     3.   (a)  The certificate of incorporation is amended to delete the present
               Paragraph Fourth and to substitute the following in its place:
          (b)  To effect the foregoing, Paragraph Fourth relating to Authorized
               Shares, Common Stock and the Preferred Stock is amended to read
               as follows:

Fourth

A.   Authorized Shares.

     The total number of shares of all classes of stock that the Corporation
shall have the authority to issue is 21,000,0000 shares, of which 1,000,000
shares shall be Preferred Stock, having a par value of $0.01 per share
("Preferred Stock"), and 20,000,000 shall be Common Stock, having a par value of
$0.015 per share ("Common Stock"). The Board of Directors is expressly
authorized to provide for the classification and reclassification of any
unissued shares of Preferred Stock or Common Stock and issuance thereof in one
or more classes or series without the approval of the stockholders of the
Corporation.

B.   Common Stock.

     (1)  Relative Rights.

     The Common Stock shall be subject to all of the rights, privileges,
preferences and priorities of the Preferred Stock as set forth in the
certificate or certificates of designation filed to establish the respective
series of Preferred Stock. Each share of Common Stock shall have the same
relative rights as and be identical in all respects to all the other shares of
Common Stock.

     (2)  Voting Rights.

     Each holder of shares of Common Stock shall be entitled to attend all
special and annual meetings of the stockholders of the Corporation and, share
for share and without regard to class, together with the holders of all other

classes of stock entitled to attend such meetings and to vote (except any class
or series of stock having special voting rights), to cast one vote for each
outstanding share of Common Stock so held upon any matter or thing (including,
without limitation, the election of one or more directors) properly considered
and acted upon by the stockholders, except as otherwise provided in this
Certificate of Incorporation or by applicable law.

     (3)  Dividends.

     Whenever there shall have been paid or declared and set aside for payment,
to the holders of shares


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of any class of stock having preference over the Common Stock as to the payment
of dividends, the full amount of dividends and of sinking fund or retirement
payments, if any, to which such holders are respectively entitled in preference
to the Common Stock, then the holders of record of the Common Stock and any
class or series of stock entitled to participate therewith as to dividends,
shall be entitled to receive dividends, when, as, and if declared by the Board
of Directors, out of any assets legally available for the payment of dividends
thereon.

     (4)  Dissolution, Liquidation, Winding Up.

     In the event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of record of the
Common Stock then outstanding, and all holders of any class or series of stock
entitled to participate therewith in whole or in part, as to distribution of
assets, shall become entitled to participate in the distribution of any assets
of the Corporation remaining after the Corporation shall have paid, or set aside
for payment, to the holders of any class of stock having preference over the
Common Stock in the event of dissolution, liquidation or winding up, the full
preferential amounts (if any) to which they are entitled, and shall have paid or
provided for payment of all debts and liabilities of the Corporation.

C.   Preferred Stock.

     (1)  Issuance, Designations, Powers, Etc.

     The Board of Directors expressly is authorized, subject to limitations
prescribed by the New York Business Corporation Law and the provisions of this
Certificate of Incorporation, to provide, by resolution and by filing an
amendment to the Certificate of Incorporation pursuant to the New York Business
Corporation Law, for the issuance from time to time of the shares of Preferred
Stock in one or more series, to establish from time to time the number of shares
to be included in each series, and to fix the designation, powers, preferences
and other rights of the shares of each such series and to fix the
qualifications, limitations and restrictions thereon, including, but without
limiting the generality of the foregoing, the following:


          (a) the number of shares constituting that series and the distinctive
designation of that series;

          (b) the dividend rate on the shares of that series, whether dividends
shall be cumulative, and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

          (c) whether that series shall have voting rights, in addition to
voting rights provided by law, and, if so, the terms of such voting rights;

          (d) whether that series shall have conversion privileges, and, if so,
the terms and conditions of such conversion, including provisions for adjustment
of the conversion rate in such events as the Board of Directors shall determine;

          (e) whether or not the shares of that series shall be redeemable, and,
if so, the terms and conditions of such redemption, including the dates upon or
after which they shall be redeemable, and the amount per share payable in case
of redemption, which amount may vary under different conditions and at different
redemption dates;

          (f) whether that series shall have a sinking fund for the redemption
or purchase of shares of that series, and, if so, the terms and amount of such
sinking fund;


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          (g) the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series;
and

          (h) any other relative powers, preferences and rights of that series,
and qualifications, limitations or restrictions on that series.

     (2)  Dissolution, Liquidation, Winding Up.

     In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, the holders of Preferred Stock of
each series shall be entitled to receive only such amount or amounts as shall
have been fixed by the certificate of designations or by the resolution or
resolutions of the Board of Directors providing for the issuance of such series.

     4.   The amendment was authorized in the following manner:

          Shareholders approval at Annual Shareholders Meeting held on September
30, 1996

          IN WITNESS WHEREOF, we have signed this certificate on the Fourth day
of November, 1996 and we affirm the statements contained therein as true under
penalties of perjury.


                                       /s/ Michael Karpoff
                                       --------------------------------------
                                       Michael Karpoff, Chairman of the Board


                                       /s/ Barry Siegel
                                       --------------------------------------
                                       Barry Siegel, Secretary


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