Exhibit 4.1

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION
                                       OF
                             EURONET WORLDWIDE, INC.

Euronet Worldwide,  Inc., a corporation organized and existing under the laws of
the State of Delaware (the "Corporation") hereby certifies as follows:

FIRST:  That on March 8,  2006,  the  directors  of the  Corporation  adopted  a
resolution   setting  forth  a  proposed   amendment  to  the   Certificate   of
Incorporation of the Corporation declaring the advisability thereof, and calling
for consideration of the proposed  amendment by the Corporation's  stockholders.
The resolution setting forth the proposed amendment is as follows:

     NOW THEREFORE BE IT RESOLVED, that Article FOURTH (a) of the Certificate of
     Incorporation, as amended, shall be amended to read as follows:

     FOURTH:  (a) The total  number of shares of all  classes of  capital  stock
     which the Corporation  shall have authority to issue is One Hundred Million
     (100,000,000) shares, consisting of:

          1.   Ten Million (10,000,000) shares of preferred stock, par value two
               cents ($0.02) per share ("Preferred Stock");

          2.   Ninety Million (90,000,000) shares of common stock, par value two
               cents ($0.02) per share ("Common Stock").

SECOND:  That  thereafter,   at  the  Annual  Meeting  of  stockholders  of  the
Corporation  held  on May  18,  2006,  the  stockholders  adopted  a  resolution
approving the foregoing amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the Delaware General Corporation Law.


     IN WITNESS  WHEREOF,  the  Corporation  has caused this  certificate  to be
signed by its authorized officer this 29th day of June, 2006.

                                    EURONET WORLDWIDE, INC.

                                    By: /s/ Jeffrey B. Newman
                                        -------------------------
                                    Jeffrey B. Newman
                                    Executive Vice President,
                                    General Counsel and Secretary