EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT TO THE
                            CERTIFICATE OF INCORPORATION
                                         OF
                         UNITED INTERNATIONAL HOLDINGS, INC.


          United International Holdings, Inc., a Delaware corporation (the
"Corporation"), does hereby certify as follows:

          1. That the Board of Directors of the Corporation duly adopted
resolutions containing amendments to the Certificate of Incorporation of the
Corporation set forth below, declaring such amendments to be advisable and
calling for the approval of the stockholders of the Corporation to such
amendments.

          2. That holders of not less than a majority of the outstanding
shares of Class A Common Stock of the Corporation and not less than a
majority of the outstanding shares of Class B Common Stock of the Corporation
entitled to vote adopted and approved this Certificate of Amendment to the
Certificate of Incorporation of the Corporation pursuant to Section 242 of
the General Corporation Law of the State of Delaware.

          3. Paragraph (a) of Article Fourth of the Certificate of
Incorporation of the Corporation is amended to read in its entirety as
follows:

         (a) AUTHORIZED SHARES. The total number of shares of stock that the
     Corporation shall have authority to issue is 93,000,000, divided into the
     following classes:

             (i) 60,000,000 shares of Class A Common Stock, par value $.01 per
         share;

            (ii) 30,000,000 shares of Class B Common Stock, par value $.01 per
         share;

           (iii) 3,000,000 shares of preferred stock, par value $.01 per share.

          IN WITNESS WHEREOF, this Certificate of Amendment to the
Certificate of Incorporation of the Corporation has been signed this 7th day
of February, 1994.




                                       UNITED INTERNATIONAL HOLDINGS,
                                         INC.


                                       By: /s/ William J. Elsner
                                          ---------------------------
                                          William J. Elsner
                                          Chief Executive Officer

ATTEST:

/s/ Bernard G. Dvorak
----------------------------
Bernard G. Dvorak
Chief Financial Officer and
Secretary




















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