EXHIBIT 3.1.4

                           CERTIFICATE OF AMENDMENT
                                    OF THE
                         CERTIFICATE OF INCORPORATION
                                      OF
                           TRANSCEND SERVICES, INC.

     TRANSCEND SERVICES, INC. (the "Corporation"), a corporation organized and
existing under and by virtue of the Delaware General Corporation Law ("DGCL")
does hereby certify:

     FIRST: That the Board of Directors of this Corporation, by the unanimous
written consent of its members in accordance with the provisions of Section
141(f) of the DGCL, filed with the minutes of the Board, duly adopted
resolutions setting forth a proposed Certificate of Amendment of the Certificate
of Incorporation of this Corporation, declaring said amendment to be advisable
and submitting said amendment to the stockholders of this Corporation for
consideration thereof. The resolution setting forth the amendment is as follows:

           RESOLVED, that the Certificate of Incorporation of the Corporation,
     as amended, be further amended by deleting Article IV thereof in its
     entirety and substituting the following in lieu thereof:

                                     "IV.

           The total number of shares of common stock which the Corporation
     shall have authority to issue is Six Million (6,000,000), and the par value
     of such shares is Five Cents ($.05).

           Effective with the filing of this Certificate of Amendment, each one
     share of the Corporation's Common Stock issued and outstanding on the
     Effective Date of this Certificate of Amendment shall be automatically
     changed without further action into one-fifth (1/5) of a fully paid and
     nonassessable share of the Corporation's Common Stock, provided that no
     fractional shares shall be issued pursuant to such change. The Company
     shall pay to each stockholder who would otherwise be entitled to a
     fractional share as a result of such change the cash value of such
     fractional share based upon the closing bid price per share of the Common
     Stock on the trading day preceding the Effective Date of this Certificate
     of Amendment as quoted by the Nasdaq SmallCap Market, or such other market
     upon which the shares of the Corporation's Common Stock are then trading.

           The total number of shares of preferred stock which the Corporation
     shall have the authority to issue is Twenty-One Million (21,000,000), and
     the par value of such shares is One Cent ($.01) per share. Such shares of
     such preferred stock may be issued by from time to time in one or more
     series, with the Board of Directors being hereby authorized to fix by
     resolution or resolutions the designation of the preferred stock and the
     rights, powers, preferences, and the relative


     participating, optional or other special rights, and the qualifications,
     limitations or restrictions thereof, including, without limiting the
     generality of the foregoing, such provisions as may be desired concerning
     voting or consent, redemption, dividends, dissolution or the distribution
     of assets, conversion or exchange, and such other subjects or matters as
     may be fixed by resolution or resolutions of the Board of Directors under
     the General Corporation Law of the State of Delaware."

     SECOND: That thereafter, pursuant to resolution of the Board of Directors
of the Corporation, a special meeting of the stockholders of the Corporation was
duly called and held, upon notice in accordance with Section 222 of the DGCL, at
which meeting the necessary number of shares as required by the DGCL was voted
in favor of such amendment.

     THIRD: That said Certificate of Amendment was duly adopted in accordance
with the provisions of Section 242 of the DGCL.

     FOURTH: This Certificate of Amendment shall become effective upon the time
of its filing with the Secretary of State of the State of Delaware in accordance
with Section 103 of the DGCL.

     IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Amendment on this 12th day of January, 2000.

                                  TRANSCEND SERVICES, INC.


                                  By: /s/ Larry G. Gerdes
                                      ----------------------------------------
                                      Larry G. Gerdes,
                                      President and Chief Executive Officer
ATTEST:

By: /s/ Doug Shamon
--------------------------------
Name: Doug Shamon
Title: Executive Vice President,
Chief Financial Officer