CERTIFICATE of AMENDMENT
                                       of
                      RESTATED CERTIFICATE OF INCORPORATION
                                       of
                    STARTEC GLOBAL COMMUNICATIONS CORPORATION



Startec Global Communications  Corporation, a corporation organized and existing
under and by virtue of the  General  Corporation  Law of the State of  Delaware,
does hereby certify that:

First:  That  at  a  meeting  of  the  Board  of  Directors  of  Startec  Global
Communications  Corporation,  held on May 8, 2001, resolutions were duly adopted
setting forth a proposed amendment of the Restated  Certificate of Incorporation
of said  corporation,  declaring  said  amendments to be advisable and directing
that such amendment be considered by the stockholders at the next annual meeting
of the  stockholders  of said  corporation.  The  resolution  setting  forth the
proposed amendments is as follows:

     RESOLVED,  that Paragraph (a) of Article IV of the Restated  Certificate of
Incorporation  of the Company be amended by deleting  said  Paragraph (a) in its
entirety and substituting in lieu thereof a new Paragraph (a) of Article IV that
reads as follows:

     "(a) The total number of shares of capital  stock of all classes  which the
     Corporation  has  authority  to issue is one  hundred  and  twenty  million
     (120,000,000) shares, one hundred million (100,000,000) shares of which are
     shares  of common  stock,  par value  one cent  ($.01)  per share  ("Common
     Stock") and twenty million (20,000,000) shares of which are shares of blank
     check preferred stock,  par value One Dollar ($1.00) per share  ("Preferred
     Stock").  Of the authorized shares of Preferred Stock, Twenty Five Thousand
     (25,000) shares are designated as Series A Junior  Participating  Preferred
     Stock (the  description  of which is set forth in (c) below).  The Board of
     Directors  may  classify  and  reclassify  in any one or more  respects the
     preferences,  conversion  or other  rights,  voting  powers,  restrictions,
     limitations  as to  dividends,  qualifications  or terms or  conditions  of
     redemption of such shares of stock. ""

Second:  That  thereafter,  pursuant to resolution of its Board of Directors,  a
meeting of the  stockholders  of said  corporation  was duly  called and held on
August 1, 2001,  upon  notice in  accordance  with  Section  222 of the  General
Corporation  Law of the State of Delaware at which meeting the necessary  number
of shares as required by statute were voted in favor of the amendment.

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

Fourth: That the capital of said  corporation  shall not be reduced  under or by
     reason  of  said  amendments.  IN  WITNESS  WHEREOF,  said  Startec  Global
     Communications Corporation has caused this certificate to be signed
by Ram Mukunda, its authorized officer, this 17th day of September, 2001.

                                         By:/s/ Ram Mukunda
                                            -----------------------------------
                                            Ram Mukunda, Chief Executive Officer
                                              and Treasurer