Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION

                                       OF

                                 AUTOINFO, INC.
                           (Pursuant to Section 242 of
                      the Delaware General Corporation Law)

                                   ----------

      AutoInfo, Inc. ("Corporation"), a corporation organized and existing under
and by virtue of the Delaware General Corporation Law (the "DGCL") does hereby
certifies that:

      1. The name of the corporation is AutoInfo, Inc.

      2. The Certificate of Incorporation of the Corporation is hereby amended
to increase the authorized capitalization from 100,000,000 to 110,000,000
shares, consisting of 100,000,000 shares of common stock and 10,000,000 shares
of preferred stock.

      3. In order to effect the change described in Paragraph 2 hereof, the
Certificate of Incorporation of the Corporation is hereby amended by striking
out Article FOURTH and by substituting the following new Article:

      "FOURTH: The total number of shares of all classes of stock which the
      Corporation shall have authority to issue is 110,000,000 shares,
      consisting of (i) 100,000,000 shares of common stock, $0.001 par value per
      share (the "Common Stock") and (ii) 10,000,000 shares of preferred stock,
      $0.001 par value per share (the "Preferred Stock").

            (a) Common Stock. No holder of any of the shares of the stock of the
      Corporation, whether now or hereafter authorized and issued, shall be
      entitled as of right to purchase or subscribe for (1) any unissued stock
      of any class, or (2) any additional shares of any class to be issued by
      reason of any increase of the authorized capital stock of the Corporation
      of any class, or (3) bonds, certificates of indebtedness, debentures or
      other securities convertible into stock of the Corporation, or carrying
      any right to purchase stock of any class, but any such unissued stock or
      such additional authorized issue of any stock or of other securities
      convertible into stock, or carrying any right to purchase stock, may be
      issued and disposed of pursuant to resolution of the Board of Directors to
      such persons, firms, corporations or associations and upon such terms as
      may be deemed advisable by the Board of Directors in the exercise of its
      discretion.

            (b) Preferred Stock. The Board of Directors, in the exercise of its
      discretion, is authorized to issue the undesignated Preferred Stock in one
      or more series, to determine the powers, preferences and rights, and
      qualifications, limitations or restrictions, granted to or imposed upon
      any wholly unissued series of undesignated Preferred Stock, and to fix the
      number of shares constituting any series and the designation of such
      series, without any further vote or action by the stockholders. No holder
      of any of the shares of any series of Preferred Stock of the Corporation,
      whether now or hereafter authorized and issued, shall be entitled as of
      right to purchase or subscribe for (1) any unissued stock of any class, or
      (2) any additional shares of any class to be issued by reason of any
      increase of the authorized capital stock of the Corporation of any class,
      or (3) bonds, certificates of indebtedness, debentures or other securities
      convertible into stock of the Corporation, or carrying any right to
      purchase stock of any class; but any such unissued stock or such
      additional authorized issue of such stock or of other securities
      convertible into such stock, or carrying any right to purchase such stock,
      may be issued and disposed of pursuant to resolution of the Board of
      Directors to such persons, firms, partnerships, corporations, associations
      or other entities and upon such terms as may be deemed advisable by the
      Board of Directors in the exercise of its discretion."


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      4. The Amendments of the Certificate of Incorporation herein certified
have been duly adopted in accordance with the provisions of Sections 228 and 242
of the DGCL by the unanimous written consent of the Board of Directors of the
Corporation followed by the written consent from a majority of the stockholders
of the Corporation.

      5. This Certificate of Amendment shall become effective upon the filing
hereof in the Office of the Secretary of State of the State of Delaware.

                    Executed on this 28th day of July, 2003.

                                        AutoInfo, Inc.


                                        By: /s/ Harry Wachtel
                                            ------------------------------------
                                            Harry Wachtel
                                              President and Chief Executive
                                              Officer


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