**Exhibit 3.2**

**AMENDEDAND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**BARE ESCENTUALS, INC.**

Bare Escentuals, Inc.(the “***Corporation***”), a corporation organized and existingunder and by virtue of the General Corporation Law of the State of Delaware(the “***DGCL***”), DOES HEREBY CERTIFY:

1.             Thename of the Corporation is Bare Escentuals, Inc. The Corporation’soriginal Certificate of Incorporation was filed on March 9, 2004 under thename STB Beauty, Inc.

2.             Thatby action taken by the Board of Directors at a meeting held on September 7,2006, resolutions were duly adopted setting forth a proposed amendment andrestatement of the Certificate of Incorporation of the Corporation, declaringsaid amendment and restatement to be advisable and directing its officers tosubmit said amendment and restatement to the stockholders of the Corporationfor consideration thereof. The resolution setting forth the proposed amendmentand restatement is as follows:

“THEREFORE, BE IT RESOLVED, that the Certificate ofIncorporation of the Corporation is hereby amended to read in its entirety asfollows, subject to the required consent of the stockholders of theCorporation:

FIRST:                    The name of the Corporation(hereinafter the “***Corporation***”)is Bare Escentuals, Inc.

SECOND:               The address, including street,number, city and county, of the registered office of the Corporation in theState of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Countyof New Castle, Delaware 19808; and the name of the Registered Agent of theCorporation at such address is Corporation Service Company.

THIRD:                  The nature of the business orpurposes to be conducted or promoted is to engage in any lawful act or activityfor which corporations may be organized under the General Corporation Lawof the State of Delaware (the “***DGCL***”).

FOURTH:              The Corporation is authorized toissue two classes of stock to be designated, respectively, Common Stock, parvalue $0.001 per share (“***CommonStock***”) and Preferred Stock, par value $0.001 per share (“***Preferred Stock***”). Thetotal number of shares the Corporation shall have the authority to issue is TwoHundred Ten Million (210,000,000) shares, Two Hundred Million (200,000,000)shares of which shall be Common Stock and Ten Million (10,000,000) shares ofwhich shall be Preferred Stock.

(1)           Common Stock. The voting, dividendand liquidation rights of the holders of the Common Stock are subject to andqualified by the rights of the holders of the Preferred Stock of any series asmay be designated by the Board of Directors upon any issuance

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of the Preferred Stock or any series. Theholders of the Common Stock are entitled to one vote for each share held at allmeetings of stockholders. There shall be no cumulative voting. Dividends may bedeclared and paid on the Common Stock from funds lawfully available therefor asand when determined by the Board of Directors and subject to any preferentialdividend rights of any then outstanding Preferred Stock. Upon the dissolutionor liquidation of the Corporation, whether voluntary or involuntary, holders ofthe Corporation will be entitled to receive ratably all assets of theCorporation available for distribution to stockholders, subject to anypreferential rights of any then outstanding Preferred Stock.

(2)           Preferred Stock. Shares of PreferredStock may be issued from time to time in one or more series, each of such series tohave such terms as stated in the resolution or resolutions providing for theestablishment of such series adopted by the Board of Directors of theCorporation as hereinafter provided. Authority is hereby expressly granted tothe Board of Directors of the Corporation to issue, from time to time, sharesof Preferred Stock in one or more series, and, in connection with theestablishment of any such series by resolution or resolutions, todetermine and fix such voting powers, full or limited, or no voting powers, andsuch other powers, designations, preferences and relative, participating,optional, and other special rights, and the qualifications, limitations, andrestrictions thereof, if any, including, without limitation, dividend rights,conversion rights, redemption privileges and liquidation preferences, as shallbe stated in such resolution or resolutions, all to the fullest extentpermitted by the DGCL. Without limiting the generality of the foregoing, theresolution or resolutions providing for the establishment of any series ofPreferred Stock may, to the extent permitted by law, provide that such series shallbe superior to, rank equally with or be junior to the Preferred Stock of anyother series. The powers, preferences and relative, participating, optional andother special rights of each series of Preferred Stock, and thequalifications, limitations or restrictions thereof, if any, may bedifferent from those of any and all other series at any time outstanding. Exceptas otherwise expressly provided in the resolution or resolutions providing forthe establishment of any series of Preferred Stock, no vote of the holdersof shares of Preferred Stock or Common Stock shall be a prerequisite to theissuance of any shares of any series of the Preferred Stock authorized byand complying with the conditions of this Certificate of Incorporation.

FIFTH:                    (1)           The business and affairs of the Corporation shall bemanaged by or under the direction of a Board of Directors having that number ofdirectors set out in the Bylaws of the Corporation as adopted or as set forthfrom time to time by a duly adopted amendment thereto by the Board of Directorsor stockholders of the Corporation.

(2)           No director (other than directorselected by one or more series of Preferred Stock) may be removed fromoffice by the stockholders except for cause and, in addition to any other voterequired by law, upon the affirmative vote of not less than 662/3% of the total votingpower of all outstanding securities of the Corporation then entitled to votegenerally in the election of directors, voting together as a single class.

(3)           The directors of the Corporation,other than directors elected by one or more series of Preferred Stock,shall be divided into three classes, designated Class I, Class II andClass III. Each class shall consist, as nearly as may bepossible, of one-third

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of the total number of directors (other thandirectors elected by one or more series of Preferred Stock) constitutingthe entire Board of Directors. Each director (other than directors elected byone or more series of Preferred Stock) shall serve for a term ending onthe date of the third annual meeting of stockholders next following the annualmeeting at which such director was elected, provided that directors initiallydesignated as Class I directors shall serve for a term ending on the dateof the 2007 annual meeting, directors initially designated as Class IIdirectors shall serve for a term ending on the date of the 2008 annual meeting,and directors initially designated as Class III directors shall serve fora term ending on the date of the 2009 annual meeting. Notwithstanding theforegoing, each director shall hold office until such director’s successorshall have been duly elected and qualified or until such director’s earlierdeath, resignation or removal. If the number of directors (other than directorselected by one or more series of Preferred Stock) is changed, any increaseor decrease shall be apportioned among the classes so as to maintain the numberof directors in each class as nearly equal as possible, but in no eventwill a decrease in the number of directors shorten the term of any incumbentdirector. Vacancies on the Board of Directors resulting from death,resignation, removal or otherwise and newly created directorships resultingfrom any increase in the number of directors (other than directors elected byone or more series of Preferred Stock) may be filled solely by a voteof a majority of the directors then in office (although less than a quorum) orby a sole remaining director, and each director so elected shall hold officefor a term that shall coincide with the remaining term of the class towhich such director shall have been elected. Whenever the holders of one ormore classes or series of Preferred Stock shall have the right, votingseparately as a class or series, to elect directors, the nomination,election, term of office, filling of vacancies, removal and other features ofsuch directorships shall not be governed by this Article FIFTH unlessotherwise provided for in the certificate of designation for such classes orseries.

SIXTH:                   TheCorporation is to have perpetual existence.

SEVENTH:             Thefollowing provisions are inserted for the management of the business and theconduct of the affairs of the Corporation and for the further definition of thepowers of the Corporation and its directors and stockholders:

(1)           The Board of Directors is expresslyauthorized to make, adopt, amend, alter, rescind or repeal the Bylaws of theCorporation. Notwithstanding the foregoing, the stockholders may adopt,amend, alter, rescind or repeal the Bylaws with, in addition to any other voterequired by law, the affirmative vote of the holders of not less than 662/3% of the total votingpower of all outstanding securities of the Corporation then entitled to votegenerally in the election of directors, voting together as a single class.

(2)           Elections of directors need not be bywritten ballot unless the Bylaws of the Corporation so provide.

(3)           Any action required or permitted tobe taken at any annual or special meeting of stockholders may be takenonly upon the vote of stockholders at an annual or special meeting duly noticedand called in accordance with the DGCL, and may not be taken by writtenconsent of stockholders without a meeting.

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(4)           Special meetings of the stockholdersof the Corporation for any purpose or purposes may be called at any timeby the Chairman of the Board of Directors or the President or at the writtenrequest of a majority of the members of the Board of Directors and may notbe called by any other person; provided, however, that if and tothe extent that any special meeting of stockholders may be called by anyother person or persons specified in any provisions of the Certificate ofIncorporation or any amendment thereto or any certificate filed under Section 151(g) ofthe DGCL, then such special meeting may also be called by the person orpersons, in the manner, at the times and for the purposes so specified.

EIGHTH:                (a)           Subject to Article EIGHTH (c), the Corporation shallindemnify and hold harmless any person who was or is a party or is threatenedto be made a party to any threatened, pending or completed action, suit orproceeding, whether civil, criminal, administrative or investigative (otherthan an action by or in the right of the Corporation) by reason of the factthat he or she is or was a director or officer of the Corporation, or is or wasserving at the request of the Corporation as a director or officer of anothercorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise, against expenses (including attorneys’ fees), judgments, fines andamounts paid in settlement actually and reasonably incurred by him or her inconnection with such action, suit or proceeding if he or she acted in goodfaith and in a manner he or she reasonably believed to be in or not opposed tothe best interests of the Corporation, and, with respect to any criminal actionor proceeding, had no reasonable cause to believe his or her conduct wasunlawful. The termination of any action, suit or proceeding by judgment, order,settlement, conviction, or upon a plea of *nolo contendere*or its equivalent, shall not, of itself, create a presumption that the persondid not act in good faith and in a manner which he or she reasonably believedto be in or not opposed to the best interests of the Corporation, and, withrespect to any criminal action or proceeding, had reasonable cause to believethat his or her conduct was unlawful.

(b)           Subject to Article EIGHTH (c),the Corporation shall indemnify and hold harmless any person who was or is aparty or is threatened to be made a party to any threatened, pending or completedaction or suit by or in the right of the Corporation to procure a judgment inits favor by reason of the fact that he or she is or was a director or officerof the Corporation, or is or was serving at the request of the Corporation as adirector or officer of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise against expenses (including attorneys’fees) actually and reasonably incurred by him or her in connection with thedefense or settlement of such action or suit if he or she acted in good faithand in a manner he or she reasonably believed to be in or not opposed to thebest interests of the Corporation; except that no indemnification shall be madein respect of any claim, issue or matter as to which such person shall havebeen adjudged to be liable to the Corporation unless and only to the extentthat the Court of Chancery of the State of Delaware or the court in which suchaction or suit was brought shall determine upon application that, despite theadjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenseswhich the Court of Chancery of the State of Delaware or such other court shalldeem proper.

(c)           Any indemnification under this Article EIGHTH(unless ordered by a court) shall be made by the Corporation only as authorizedin the specific case upon a

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determination that indemnification of thedirector or officer or other person entitled to indemnification under this Article EIGHTHis proper in the circumstances because he or she has met the applicablestandard of conduct set forth in Article EIGHTH (a) or Article EIGHTH(b), as the case may be. Such determination shall be made, with respect toan officer or director, (i) by the Board of Directors by a majority voteof directors who were not parties to such action, suit or proceeding, eventhough less than a quorum, (ii) by a committee of directors who were notparties to such action, suit or proceeding even though less than a quorum, (iii) ifthere are no such directors, or if such directors so direct, by independentlegal counsel in a written opinion, or (iv) by the stockholders. To theextent, however, that a present or former director or officer of the Corporationhas been successful on the merits or otherwise in defense of any action, suitor proceeding referred to in Article EIGHTH (a) or Article EIGHTH(b), or in defense of any claim, issue or matter therein, he or she shall beindemnified against expenses (including attorneys’ fees) actually andreasonably incurred by him or her in connection therewith, without thenecessity of authorization in the specific case.

(d)           Notwithstanding any contrarydetermination in the specific case under Article EIGHTH (c), andnotwithstanding the absence of any determination thereunder, any present orformer director or officer of the Corporation may apply to the Court ofChancery of the State of Delaware for indemnification to the extent otherwisepermissible under Article EIGHTH (a) and Article EIGHTH (b). Thebasis of such indemnification by a court shall be a determination by such courtthat indemnification of such person is proper in the circumstances because heor she has met the applicable standards of conduct set forth in Article EIGHTH(a) or Article EIGHTH (b), as the case may be. Neither acontrary determination in the specific case under Article EIGHTH (c) northe absence of any determination thereunder shall be a defense to suchapplication or create a presumption that such person seeking indemnificationhas not met any applicable standard of conduct. Notice of any application forindemnification pursuant to this Article EIGHTH (d) shall be given tothe Corporation promptly upon the filing of such application. If successful, inwhole or in part, such person seeking indemnification in the Court of Chanceryof the State of Delaware shall also be entitled to be paid the expense ofprosecuting such application.

(e)           Expenses incurred by a person who isor was a director or officer of the Corporation in defending or investigating athreatened or pending action, suit or proceeding shall be paid by theCorporation in advance of the final disposition of such action, suit orproceeding upon receipt of an undertaking by or on behalf of such person torepay such amount if it shall ultimately be determined that he or she is notentitled to be indemnified by the Corporation as authorized in this Article EIGHTH.

(f)            The indemnification and advancementof expenses provided by or granted pursuant to this Article EIGHTH shallnot be deemed exclusive of any other rights to which those seekingindemnification or advancement of expenses may be entitled under anybylaw, agreement, contract, vote of stockholders or disinterested directors orpursuant to the direction (howsoever embodied) of any court of competentjurisdiction or otherwise, both as to action in his or her official capacityand as to action in another capacity while holding such office, it being thepolicy of the Corporation that indemnification of the persons specified in Article EIGHTH(a) and Article EIGHTH (b) shall be made to the fullest extentpermitted by

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law. The provisions of this Article EIGHTHshall not be deemed to preclude the indemnification of any person who is notspecified in Article EIGHTH (a) or Article EIGHTH (b) butwhom the Corporation has the power or obligation to indemnify under theprovisions of the DGCL, or otherwise.

(g)           The Corporation may purchase andmaintain insurance on behalf of any person who is or was a director or officerof the Corporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust, employee benefit plan or other enterprise against any liabilityasserted against him or her and incurred by him or her in any such capacity, orarising****out of his or her status as such,whether or not the Corporation would have the power or the obligation toindemnify him or her against such liability under the provisions of this Article EIGHTHor Section 145 of the DGCL.

(h)           For purposes of this Article EIGHTH,references to “the Corporation” shall include, in addition to the resultingcorporation, any constituent corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had the power and authority to indemnifyits directors or officers, so that any person who is or was a director orofficer of such constituent corporation, or is or was serving at the request ofsuch constituent corporation as a director, officer, employee or agent ofanother corporation, partnership, joint venture, trust, employee benefit planor other enterprise, shall stand in the same position under the provisions ofthis Article EIGHTH with respect to the resulting or surviving corporationas he or she would have with respect to such constituent corporation if itsseparate existence had continued. For purposes of this Article EIGHTH, referencesto “fines”shall include any excise tax assessed on a person with respect to theadministration of any employee benefit plan, references to “serving at therequest of the Corporation” shall include any service as a director, officer,employee or agent of the Corporation which imposes duties on, or involvesservices by, such person with respect to an employee benefit plan, itsparticipants or beneficiaries; and a person who acted in good faith and in amanner he or she reasonably believed to be in the interest of the participantsand beneficiaries of an employee benefit plan shall be deemed to have acted ina manner “not opposed to the best interests of the Corporation” as referred toin this Article EIGHTH. For purposes of any determination under Article EIGHTH(c), a person shall be deemed to have acted in good faith in a manner he or shereasonably believed to be in or not opposed to the best interests of theCorporation, or, with respect to any criminal action or proceeding, to have hadno reasonable cause to believe his or her conduct was unlawful, if his or heraction is based on the records or books of account of the Corporation oranother enterprise, or on information supplied to him or her by the officers ofthe Corporation or another enterprise in the course of their duties, or on theadvice of legal counsel for the Corporation or another enterprise or oninformation or records given or reports made to the Corporation or anotherenterprise by an independent certified public accountant or by an appraiser orother expert selected with reasonable care by the Corporation or anotherenterprise. The term “another enterprise” as used in this Article EIGHTH (h) shallmean any other corporation or any partnership, joint venture, trust, employeebenefit plan or other enterprise of which such person is or was serving at therequest of the Corporation as a director, officer, employee or agent. Theprovisions of this Article EIGHTH (h) shall not be deemed to beexclusive or to limit in any way the circumstances in which a person may be

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deemed to have met the applicable standard ofconduct set forth in Article EIGHTH (a) or (b), as the case may be.

(i)            The indemnification and advancementof expenses provided by, or granted pursuant to, this Article EIGHTHshall, unless otherwise provided when authorized or ratified, continue as to aperson who has ceased to be a director or officer of the Corporation and shallinure to the benefit of the heirs, executors and administrators of such aperson.

(j)            Notwithstanding anything containedin this Article EIGHTH to the contrary, except for proceedings to enforcerights to indemnification (which shall be governed by Article EIGHTH (d)),the Corporation shall not be obligated to indemnify any person in connectionwith a proceeding (or part, thereof) initiated by such person unless suchproceeding (or part thereof) was authorized or consented to by the Boardof Directors of the Corporation.

(k)           The Corporation may, to the extentauthorized from time to time by the Board of Directors, provide rights toindemnification and to the advancement of expenses to employees and agents ofthe Corporation similar to those conferred in this Article EIGHTH todirectors and officers of the Corporation.

NINTH:                  A director of the Corporationshall not be personally liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director, provided that thisArticle shall not eliminate or limit the liability of a director (i) forany breach of his or her duty of loyalty to the Corporation or itsstockholders, (ii) for acts or omissions not in good faith or whichinvolve intentional misconduct or a knowing violation of the law, (iii) underSection 174 of the DGCL, or (iv) for any transaction from which thedirector derives an improper personal benefit.

If the DGCL is hereafteramended to authorize corporate action further limiting or eliminating thepersonal liability of directors, then the liability of the director to theCorporation shall be limited or eliminated to the fullest extent permitted bythe DGCL, as so amended from time to time. Any amendment, repeal ormodification of this Article shall be prospective only, and shall notadversely affect any right or protection of a director of the Corporation underthis Article NINTH in respect of any act or omission occurring prior tothe time of such amendment, repeal or modification.

TENTH:                  Each reference in thisCertificate of Incorporation to any provision of the DGCL refers to thespecified provision of the DGCL, as the same now exists or as it may hereafterbe amended or superseded.

ELEVENTH:           The Corporation reserves the right atany time and from time to time to amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation, in the manner now or hereafterprescribed by the laws of the State of Delaware; and all rights conferred onstockholders, directors or any other persons herein are granted subject to thisreservation; provided, however, that no amendment, alteration, change or repealmay be made to Article FIFTH, SEVENTH, EIGHTH, NINTH or ELEVENTHwithout the affirmative vote of the

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holders of at least 662/3% of the outstandingvoting stock of the corporation, voting together as a single class.”

3.             Thatsaid Amended and Restated Certificate of Incorporation has been consented toand authorized by the holders of a majority of the issued and outstanding stockentitled to vote in accordance with the provisions of Section 228 of theDGCL.

4.             Thatsaid Amended and Restated Certificate of Incorporation was duly adopted inaccordance with the applicable provisions of Sections 242 and 245 of the DGCL.

**IN WITNESS WHEREOF**,Bare Escentuals, Inc. has caused this Certificate of Incorporation to besigned by Leslie Blodgett, its Chief Executive Officer and Myles McCormick, itsChief Financial Officer, Chief Operations Officer and Secretary, this 4th day ofOctober, 2006.

 
|   | **Bare  Escentuals, Inc.**, |
|--------|----------------------------------|
|   | a Delaware  corporation          |
|   |                             |
|   |                             |
|   | By:                              | /s/ Leslie  Blodgett |   |
|   |                             | Name: | Leslie Blodgett |
|   |                             | Title: | Chief Executive  Officer |
|        |                                  |  |  |  |

 

Attest

 
| /s/ Myles  McCormick |                                    |
|----------------------|-----------------------------------------|
| Name:                | Myles McCormick                         |   |
| Title:               | Chief Financial  Officer,               |   |
|                 | Chief Operations  Officer and Secretary |   |
|                      |                                         |  |  |

 

 

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