EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       TO

                          CERTIFICATE OF INCORPORATION

                                       OF

                               TMP WORLDWIDE INC.

        TMP WORLDWIDE INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, (hereinafter
called the "Corporation") DOES HEREBY CERTIFY:

        FIRST:  The first clause of ARTICLE V of the Certificate of
Incorporation of the Corporation is hereby amended and replaced in its entirety
with the following:

    "(1) CLASSES AND NUMBER OF SHARES

        The total number of shares of all classes of stock which the Corporation
has authority to issue is one billion five hundred forty million (1,540,000,000)
shares, consisting of one billion five hundred million (1,500,000,000) shares of
Common Stock, par value $.001 per share (the "Common Stock"), thirty-nine
million (39,000,000) shares of Class B Common Stock, par value $.001 per share
(the "Class B Common Stock"), two hundred thousand (200,000) shares of 10.5%
Cumulative Preferred Stock, par value $10.00 per share (the "Cumulative
Preferred Stock"), and eight hundred thousand (800,000) shares of Preferred
Stock, par value $.001 per share, which shall have such designations as may be
authorized by the Board of Directors from time to time (the "Preferred Stock")."

        SECOND:  The Certificate of Amendment of Certificate of Incorporation
herein certified was duly adopted in accordance with the applicable provisions
of SECTION 228 and 242 of the GENERAL CORPORATION LAW of the STATE OF DELAWARE.

        IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Amendment of Certificate of Incorporation to be signed, under penalties of
perjury, and the facts stated herein are true and correct.

Dated: June 14, 2000

                                                      
                                                       By:            /s/ ANDREW J. MCKELVEY
                                                            -----------------------------------------
                                                                        Andrew J. McKelvey
                                                                     CHIEF EXECUTIVE OFFICER