Exhibit 3.3
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                                State of Delaware

                        Office of the Secretary of State

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


         I, HARRIET SMITH WINDSOR,  SECRETARY OF STATE OF THE STATE OF DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF
AMENDMENT OF "AMERICAN TELESOURCE  INTERNATIONAL,  INC.", CHANGING ITS NAME FROM
"AMERICAN TELESOURCE INTERNATIONAL, INC." TO "ATSI COMMUNICATIONS,  INC.". FILED
IN THIS OFFICE ON THE  TWENTY-THIRD  DAY OF MARCH,  A.D.  2001, AT 11:15 O'CLOCK
A.M.

         A FILED COPY OF THIS  CERTIFICATE  HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.




                                       /s/  HARRIET SMITH WINDSOR
                                       ---------------------------------
                                       Harriet Smith Windsor, Secretary of State
                                       AUTHENTICATION:  1042519


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                            CERTIFICATE OF AMENDMENT

                                       OF

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION

                                       OF

                     AMERICAN TELESOURCE INTERNATIONAL, INC.


         American TeleSource International, Inc. (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That the Board of Directors of the Corporation has duly adopted
two resolutions setting forth proposed amendments to the Amended and Restated
Certificate of Incorporation of the Corporation, declaring said amendments to be
advisable and providing for such amendments to be submitted to a vote of the
stockholders of the Corporation. The resolutions setting forth the proposed
amendments are set forth below:

         RESOLVED: That Article I of the Amended and Restated Certificate of
Incorporation of the Corporation be amended to read in its entirety as follows:

                  The name of the Company is ATSI Communication, Inc.

         RESOLVED: That sub-part A of Article III of the Amended and Restated
Certificate of Incorporation of the Corporation be amended to read in its
entirety as follows:

         A. Authorization of Shares. The total number of shares of capital stock
which the Company shall have authority to issue is 210,000,000 shares,
consisting of 200,000,000 shares of common stock, par value $0.001 per share
("Common Stock"), and 10,000,000 shares of preferred stock, par value $0.001 per
share ("Preferred Stock").

         SECOND: That pursuant to such resolution of the Board of Directors,
such resolution was submitted to a vote of the stockholders of the Corporation
in accordance with the General Corporation Law of Delaware and the necessary
number of shares as required by statute voted in favor of the amendment.

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

         FOURTH: That the capital of the Corporation will not be reduced under
or by reason of said amendment.


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         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by H. Douglas Saathoff, Chief Financial Officer, Senior Executive Vice
President and Treasurer this 21st day of March 2001.

                                   AMERICAN TELESOURCE INTERNATIONAL, INC.



                                       /s/ H. DOUGLAS SAATHOFF
                                       ----------------------------------
                                       H. Douglas Saathoff, Chief
                                       Financial Officer, Senior
                                       Executive Vice President
                                       and Treasurer


                                   By: /s/ RAYMOND G. ROMORO
                                       --------------------------------
                                       Raymond G. Romoro, Vice President
                                       General Counsel and Corporate Secretary




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