EXHIBIT 3.5

                            CERTIFICATE OF CORRECTION
                                       OF
                    CERTIFICATE OF DESIGNATIONS, PREFERENCES
               AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK
                                       OF
                              LOG ON AMERICA, INC.

      Log On America, Inc. (the "Company"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify:

      1. The name of the corporation is Log On America, Inc.

      2. the  Certificate of  Designations,  Preferences  and Rights of Series B
Convertible Preferred Stock (the "Certificate of Designations"), which was filed
with the Secretary of State of Delaware on August 17, 2001, is hereby corrected.

      3.  The  defect  to be  corrected  in  said  instrument  is  adding  a new
subsection (h) at the end of section (4) of the Certificate of Designation.

      4. The portion of the instrument in corrected form is as follows:

            (4) Conversion of Preferred Shares.

                  (h)  Limitation on  Conversion.  In no event shall a holder of
            Series B Shares be permitted or required pursuant to a conversion of
            Series B Shares  to  convert  any  Series B Shares  in excess of the
            number of such shares,  upon the  conversion  of which the number of
            shares of Common Stock beneficially owned by such holder would equal
            or exceed  4.99% of the number of shares of Common Stock then issued
            and outstanding,  it being the intent of the Company and the holders
            of Series B Shares that no such  holder  shall be deemed at any time
            to have the power to vote or dispose  of  greater  than 4.99% of the
            number of shares of Common Stock issued and outstanding at any time.
            As  used  herein,   beneficial  ownership  shall  be  determined  in
            accordance  with  Section  13(d) of the  Securities  Exchange Act of
            1934, as amended,  and the rules thereunder.  To the extent that the
            limitation contained in this paragraph applies (and without limiting
            any rights the Company may otherwise  have), the Company may rely on
            the  holder's   determination   of  whether   Series  B  Shares  are
            convertible  pursuant to the terms  hereof,  the  Company  having no
            obligation  whatsoever  to verify or confirm  the  accuracy  of such
            determination.  Upon the written request of any holder,  the Company
            shall  promptly,  but in no event  later that one (1)  Business  Day
            following  the  receipt of such  request,  confirm in writing to any
            such holder the number of shares of Common  Stock then  outstanding.
            This  paragraph  may be amended only with the consent of the holders
            of a  majority  of the




            shares of Common Stock then  outstanding.  Nothing  contained herein
            shall be deemed to restrict the right of a holder of Series B Shares
            to convert  Series B Shares at such time as the  conversion  thereof
            will not violate the provisions of this paragraph 4(h). For purposes
            of any provision of this Certificate  whereby rights are distributed
            or  determined  on the basis of the number of shares of Common Stock
            into which the Series B Shares are convertible, such distribution or
            determination  shall  be  made  without  regard  to  the  limitation
            contained herein.

      IN WITNESS WHEREOF,  the Company has caused this Certificate of Correction
to be signed by David Paolo, its President, as of the 8th day of November 2001.

                                                      LOG ON AMERICA, INC.

                                                      By: /s/ David Paolo
                                                          -----------------
                                                          Name: David Paolo
                                                          Its:  President