8-K

   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): JANUARY 12, 1999

                               CDSI HOLDINGS INC.
             (Exact name of registrant as specified in its charter)

                                    DELAWARE
                 (State or other jurisdiction of incorporation)

         0-22563                                        95-4463937
(Commission File Number)                   (I.R.S. Employer Identification No.)



100 S.E. SECOND STREET, MIAMI, FLORIDA                                33131
(Address of principal executive offices)                            (Zip Code)

                                 (305) 579-8000
              (Registrant's telephone number, including area code)

                                   PC411, INC.
          (Former name or former address, if changed since last report)


   2



ITEM 5.  OTHER EVENTS.

         Effective January 12, 1999, PC411, Inc. changed its corporate name to
CDSI Holdings Inc. after the holders of a majority of its outstanding shares of
Common Stock approved the change at the annual meeting of stockholders.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS.

         (c) The following Exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.

                                  EXHIBIT INDEX

3.1      Certificate of Amendment to the Restated Certificate of Incorporation
         of the Company.


   3




                                    SIGNATURE

                  Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                   CDSI HOLDINGS INC.

                                   By: /s/ J. Bryant Kirkland III
                                       ----------------------------------------
                                       J. Bryant Kirkland III
                                       Vice President, Chief Financial Officer,
                                       Secretary and Treasurer


Date:  January 13, 1999

EX-3.1

   1
                                                                    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.


   2




                  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