EXHIBIT 3.1
                                                                     -----------

                  AMENDMENT TO THE CERTIFICATE OF INCORPORATION
                                       OF
                             IVOICE TECHNOLOGY, INC.

         iVoice Technology, Inc., a corporation organized and existing under the
laws of the State of New Jersey (the "Corporation"), hereby certifies as
follows:

         1. The name of the corporation is iVoice Technology, Inc. The
Certificate of Incorporation of the Corporation was filed by the New Jersey
Treasurer on November 10, 2004.

         2. An Amended and Restated Certificate of Incorporation was filed by
the New Jersey Treasurer on January 11, 2005.

         3. This Amendment to the Certificate of Incorporation herein certified
was authorized by the unanimous written consent of the Board of Directors on
March 6, 2008 and pursuant to the New Jersey Business Corporation Act of the
State of New Jersey (the "Corporation Law").

         3. The Amendment to the Certificate of Incorporation herein certified
effects the following changes: Article III, Preferred Stock, Section C,
Subparagraph 6(i) shall be amended to revise the formula for calculating the
Conversion Price. To accomplish the foregoing amendment, Section C, Subparagraph
6(i) of Article III, Preferred Stock of the Certificate of Incorporation is
hereby deleted in its entirety and replaced with the following new subparagraph:

                  "6. Conversion. The shares of Series A Preferred Stock shall
         be subject to conversion rights as follows (the "Conversion Rights "):
                  (i) Holder Conversion Right. Subject to the limitation set
         forth in Section 6(ii), each share of Series A Preferred Stock shall be
         convertible, at the option of the holder thereof, at any time after the
         date of issuance of such share and on or prior to the day prior to the
         Liquidation Date, if any, as may have been fixed in any Liquidation
         Notice, at the office of this Corporation or any transfer agent for
         such stock, into such number of fully paid and nonassessable shares of
         Common Stock as is determined by dividing the Liquidation Amount by the
         Conversion Price applicable to such share, determined as hereafter
         provided, in effect on the date the certificate is surrendered for
         conversion. The "Conversion Price" per share shall initially be
         calculated by dividing the number of shares of Series A Preferred Stock
         being converted times the Series A Initial Value, subject to adjustment
         as set forth in the Certificate of Incorporation, by eighty percent
         (80%) of the lowest price that the Corporation has ever issued its
         Class A Common Stock, subject to adjustment as set forth in Section
         6(iv).



         I, the undersigned officer of iVoice Technology, Inc., certify that the
foregoing Amendment to the Certificate of Incorporation of iVoice Technology,
Inc. sets forth the Amendment to the Certificate of Incorporation of the said
Corporation as of the 6th day of March 2008.


         By:________________________________
                  Jerome Mahoney
                  President