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                                                                     EXHIBIT 3.4

                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  STARTEK, INC.

         StarTek, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Act"), hereby certifies as
follows:

                  1.   The name of the corporation is StarTek, Inc. (the
                       "Corporation").

                  2.   The amendment to the Certificate of Incorporation of the
                       Corporation set forth below was duly adopted in
                       accordance with the provisions of Section 242 of the Act.

                  3.   The Certificate of Incorporation of the Corporation is
                       hereby amended by deleting Article IV thereof in its
                       entirety and by substituting in lieu thereof the
                       following, so that Article IV, shall hereafter read as
                       follows:

                                   ARTICLE IV
                                      Stock

                       The total number of shares of stock which the Corporation
                       shall have authority to issue is 32,000,000 shares with
                       $.01 per share par value, all of which are designated as
                       common stock ("Common Stock").

                       IN WITNESS WHEREOF, this Certificate of Amendment to the
                       Certificate of Incorporation of StarTek, Inc. is executed
                       May 19, 2000

                                        STARTEK, INC., a Delaware corporation

                                        By: /s/ Dennis M. Swenson
                                           -----------------------------------
                                        Title: Secretary