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                                                                   EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                  INTERVU INC.


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

     First: That the Board of Directors of said Corporation, by the unanimous
written consent of its members, filed with the minutes of the Board of
Directors, duly adopted resolutions proposing and declaring advisable the
following amendments of the Amended and Restated Certificate of Incorporation of
said Corporation and seeking the consent of the stockholders of said Corporation
to said amendments. The resolutions setting forth the proposed amendments are as
follows:

     RESOLVED, that the Amended and Restated Certificate of Incorporation of
InterVU Inc. be amended by changing the Article FOURTH thereof so that, as
amended, said Article FOURTH shall read in its entirety as follows:


               "FOURTH: The total number of shares of stock which the
               Corporation shall have authority to issue shall be fifty million
               (50,000,000), divided as follows: (i) forty-five million
               (45,000,000) shares of Common Stock with a par value of $.001 per
               share, and (ii) five million (5,000,000) shares of Preferred
               Stock with a par value of $.001 per share, of which one million
               two hundred eighty thousand (1,280,000) are hereby designated
               Series G Convertible Preferred Stock ("Series G Preferred
               Stock").

                    Shares of Preferred Stock may be issued from time to time in
               one or more series, each of such series to have such terms as
               stated in the resolution or resolutions providing for the
               establishment of such series adopted by the Board of Directors of
               the Corporation as hereinafter provided. Except with respect to
               the Series G Preferred Stock which is described below, authority
               is hereby expressly granted to the Board of Directors of the
               Corporation to issue, from time to time, shares of Preferred
               Stock in one or more series, and, in connection with the
               establishment of any such series by resolution or resolutions, to
               determine and fix such voting powers, full or limited, or no
               voting powers, and such other powers, designations, preferences
               and relative, participating, optional, and other special rights,
               and the qualifications, limitations, and restrictions thereof, if
               any including, without limitation, dividend rights, conversion
               rights, redemption privileges and liquidation preferences, as
               shall be stated in such resolution or resolutions, all to the
               fullest extent permitted by the General Corporation Law of the
               State of
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               Delaware. Without limiting the generality of the foregoing, the
               resolution or resolutions providing for the establishment of any
               series of Preferred Stock may, to the extent permitted by law,
               provide that such series shall be superior to, rank equally with
               or be junior to the Preferred Stock of any other series. Except
               as otherwise expressly provided in the resolution or resolutions
               providing for the establishment of any series of any series of
               Preferred Stock, no vote of the holders of shares of Preferred
               Stock or Common Stock shall be a prerequisite to the issuance of
               any shares of any series of the Preferred Stock authorized by and
               complying with the conditions of this Amended and Restated
               Certificate of Incorporation. The rights, preferences, privileges
               and restrictions of the Series G Preferred Stock and the holders
               thereof shall be as follows:

                    1. Dividend Provisions. The holders of shares of Series G
               Preferred Stock shall be entitled to receive dividends, out of
               any assets legally available therefor, prior and in preference to
               any declaration or payment of any dividend (payable other than in
               Common Stock of the Corporation) on the Common Stock of the
               Corporation, at the rate of $0.64 per share per annum, payable
               quarterly, when, as and if declared by the Board of Directors.
               Dividends payable on the Series G Preferred Stock and any other
               class or series of stock ranking on a parity as to dividends with
               the Series G Preferred Stock shall be payable on a pari passu
               basis in accordance with the following sentence. All dividends
               declared, paid or set apart with respect to the Series G
               Preferred Stock and any other class or series of stock ranking on
               a parity as to dividends with such Series G Preferred Stock shall
               be declared, paid or set apart ratably on a proportionate basis,
               based on the respective annual dividend rates fixed therefor. All
               payments due under this Section 1 shall be made to the nearest
               cent. Dividends on the Series G Preferred Stock shall not be
               cumulative.

                    2. Liquidation Preference.

                    (a) In the event of any liquidation, dissolution or winding
               up of the Corporation, either voluntary or involuntary (a
               "Liquidation Event"), the holders of Series G Preferred Stock
               shall be entitled to receive, prior and in preference to any
               distribution of any of the assets of the Corporation to the
               holders of Common Stock, by reason of their ownership thereof, an
               amount per share equal to the sum of (i) the Liquidation Price
               (as hereinafter defined) for each outstanding share of Series G
               Preferred Stock, and (ii) an amount equal to all declared but
               unpaid dividends on each such share. With respect to any
               Liquidation Event, the Series G Preferred Stock shall rank on a
               parity with each other and shall all rank prior to the Common
               Stock. If upon the occurrence of a Liquidation Event the assets
               and funds thus distributed among the holders of the Series G
               Preferred Stock shall be insufficient to permit the payment to
               such holders of the full aforesaid preferential amounts, then the
               entire assets and funds of the Corporation legally available for
               distribution shall be distributed ratably among the holders of
               the Series G Preferred Stock, based upon the respective amounts
               which would be

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               payable in respect of the shares held by them upon such
               distribution if all amounts payable on or with respect to such
               shares were paid in full. As used herein, the term "Liquidation
               Price" shall mean $8.00 for each outstanding share of Series G
               Preferred Stock.

                    (b) After the distribution of all amounts due to the holders
               of Series G Preferred Stock above has been paid, the remaining
               assets of the Corporation available for distribution to
               stockholders shall be distributed among the holders of Common
               Stock pro rata based on the number of shares of common Stock held
               by each.

                  3. Conversion. The holders of Series G Preferred Stock shall
               have the following conversion rights (the "Conversion Rights"):

                    (a) Right to Convert. Each share of Series G Preferred Stock
               shall be convertible, at the option of the holder thereof, at any
               time nine months after the date of issuance of such share, at the
               office of the Corporation or any transfer agent for the Series G
               Preferred Stock, into one (1) share of Common Stock, subject to
               adjustment as set forth in subsection 3(c).

                    (b) Mechanics of Conversion. The holder of any shares of
               Series G Preferred Stock may exercise the conversion right
               provided in subsection 3(a) as to any shares thereof by
               delivering to the Corporation the certificate or certificates
               therefor, duly endorsed, at the office of the Corporation, and
               such holder shall give written notice to the Corporation of the
               election to convert the same and shall state therein the name or
               names in which the certificate or certificates for shares of
               Common Stock are to be issued. Conversion shall be deemed to have
               been effected on the date when the aforesaid delivery is made,
               and such date is hereinafter referred to as the "Conversion
               Date." As promptly as practicable thereafter, the Corporation
               shall issue and deliver to or upon the written order of such
               holder, to the place designated by such holder, a certificate or
               certificates for the number of full shares of Common Stock to
               which such holder is entitled. The person in whose names the
               certificate or certificates for Common Stock are to be issued
               shall be deemed to have become a stockholder of record on the
               applicable Conversion Date unless the transfer books of the
               Corporation are closed on that date, in which event he shall be
               deemed to have become a stockholder of record on the next
               succeeding date on which the transfer books are open. Upon
               conversion of only a portion of the number of shares covered by a
               certificate representing shares of Series G Preferred Stock
               surrendered for conversion, the Corporation shall issue and
               deliver to or upon the written order of the holder of the
               certificate so surrendered for conversion, at the expense of the
               Corporation, a new certificate covering the number of shares of
               Series G Preferred Stock representing the unconverted portion of
               the certificate so surrendered, which new certificate shall
               entitle the holder thereof to dividends on the shares of Series G
               Preferred Stock represented thereby to the same extent as if


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               the certificate theretofore covering such unconverted shares had
               not been surrendered for conversion.

                    (c) Adjustments to Conversion Ratio. The ratio for the
               conversion of Series G Preferred Stock into Common Stock (the
               "Conversion Ratio") shall be subject to adjustment from time to
               time as follows:

                         (i) In the event the Corporation should at any time or
                    from time to time after the issuance of the Series G
                    Preferred Stock fix a record date for the effectuation of a
                    split or subdivision of the outstanding shares of Common
                    Stock or the determination of holders of Common Stock
                    entitled to receive a dividend or other distribution payable
                    in additional shares of Common Stock without payment of any
                    consideration by such holder for the additional shares of
                    Common Stock, then, as of such record date (or the date of
                    such dividend, distribution, split or subdivision, if no
                    record date is fixed), the Conversion Ratio shall be
                    appropriately adjusted so that the number of shares of
                    Common Stock issuable on conversion of each share of the
                    Series G Preferred Stock shall be increased in proportion to
                    such increase of outstanding shares.

                         (ii) If the number of shares of Common Stock
                    outstanding at any time after the issuance of the Series G
                    Preferred Stock is decreased by a combination of the
                    outstanding shares of Common Stock, then, following the
                    record date of such combination, the Conversion Ratio shall
                    be appropriately adjusted so that the number of shares of
                    Common Stock issuable on conversion of each share of such
                    Series G Preferred Stock shall be decreased in proportion to
                    such decrease in outstanding shares.

                    (d) Other Distributions. In the event the Corporation shall
               declare a distribution payable in securities of other persons,
               evidences of indebtedness issued by the Corporation or other
               persons, or assets (excluding cash dividends), then, in each such
               case for the purpose of this subsection 3(d), the holder of
               Series G Preferred Stock shall be entitled to a proportionate
               share of any such distribution as though they were the holders of
               the number of shares of Common Stock of the Corporation into
               which their shares of Series G Preferred Stock are convertible as
               of the record date fixed for the determination of the holders of
               Common Stock of the Corporation entitled to receive such
               distribution.

                    (e) Recapitalization. If, at any time or from time to time
               there shall be a recapitalization of the Common Stock (other then
               a subdivision, combination or merger or sale of assets
               transaction provided for elsewhere in this Section 3 or in
               Section 4), provisions shall be made so that the holders of
               Series G Preferred Stock shall thereafter be entitled to receive
               upon conversion of their Preferred Stock the number of shares of
               stock or other securities or property of


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               the Corporation or otherwise, to which a holder of Common Stock
               deliverable upon conversion would have been entitled on such
               recapitalization. In any such case, appropriate adjustment shall
               be made in the application of the provisions of this Section 3
               with respect to the rights of the holders of Series G Preferred
               Stock after the recapitalization to the end that the provisions
               of this Section 3 (including adjustment of the Series G
               Conversion Price then in effect and the number of shares
               purchasable upon conversion of Series G Preferred Stock) shall be
               applicable after the event as nearly equivalent as may be
               practicable.

                    (f) No Impairment. The Corporation will not, by amendment of
               its Restated Certificate of Incorporation or through any
               reorganization, recapitalization, transfer of assets,
               consolidation, merger, dissolution, issue or sale of securities
               or any other voluntary action, avoid or seek to avoid the
               observance or performance of any of the terms to be observed or
               performed hereunder by the Corporation, but will at all times in
               good faith assist in the carrying out of all the provisions of
               this Section 3 and in the taking of all such action as may be
               necessary or appropriate in order to protect the Conversion
               Rights of the holders of the Series G Preferred Stock against
               impairment.

                    (g) No Fractional Shares and Certificates as to Adjustments.
               (i) No fractional shares shall be issued upon conversion of the
               Series G Preferred Stock and the number of shares of Common Stock
               to be issued shall be rounded to the nearest whole share.

                         (ii) Upon the occurrence of each adjustment or
                    readjustment of the Conversion Ratio pursuant to this
                    Section 3, the Corporation, at its expense, shall promptly
                    compute such adjustment or readjustment in accordance with
                    the terms hereof and prepare and furnish to each holder of
                    Series G Preferred Stock a certificate setting forth such
                    adjustment or readjustment and showing in detail the facts
                    upon which such adjustment or readjustment is based. The
                    Corporation shall, upon the written request at any time of
                    any holder of Series G Preferred Stock, furnish or cause to
                    be furnished to such holder a like certificate setting forth
                    (A) such adjustment and readjustment, (B) the Conversion
                    Ratio at the time in effect, and (C) the number of shares of
                    Common Stock and the amount, if any, of other property which
                    at the time would be received upon the conversion of a share
                    of Series G Preferred Stock.

                         (iii) If any adjustment in the number of shares of
                    Common Stock into which each share of Series G Preferred
                    Stock may be converted required pursuant to this Section 3
                    would result in an increase or decrease of less than 1% in
                    the number of shares of Common Stock into which each share
                    of Series G Preferred Stock is then convertible, the amount
                    of any such adjustment shall be carried forward and
                    adjustment with respect thereto shall be made at the time of
                    and together with any

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                    subsequent adjustment which, together with such amount and
                    any other amount or amounts so carried forward, shall
                    aggregate at least 1% of the number of shares of Common
                    Stock into which each share of Series G Preferred Stock is
                    then convertible. All calculations under this paragraph
                    (iii) shall be made to the nearest one-hundredth of a share.

                    (h) Notices of Record Date. In the event of any taking by
               the Corporation of a record of the holders of any class of
               securities for the purpose of determining the holders thereof who
               are entitled to receive any dividend (other than a cash dividend)
               or other distribution, the Corporation shall mail to each holder
               of Series G Preferred Stock, at least 20 days prior to the date
               specified therein, notice for specifying the date on which any
               such record is to be taken for the purpose of such dividend or
               distribution.

                         (i) Reservation of Stock Issuable Upon Conversion. The
                    Corporation shall at all times reserve and keep available
                    out of its authorized but unissued shares of Common Stock
                    solely for the purpose of effecting the conversion of the
                    shares of Series G Preferred Stock such number of its shares
                    of Common Stock as shall from time to time be sufficient to
                    effect the conversion of all outstanding shares of Series G
                    Preferred Stock; and, if at any time the number of
                    authorized but unissued shares of Common Stock shall not be
                    sufficient to effect the conversion of all then outstanding
                    shares of Series G Preferred Stock, in addition to such
                    other remedies as shall be available to the holder of such
                    Series G Preferred Stock, the Corporation will take such
                    corporate action as may, in the opinion of its counsel, be
                    necessary to increase its authorized but unissued shares of
                    Common Stock to such number of shares as shall be sufficient
                    for such purposes.

                         (j) Notices. Any notice required by the provisions of
                    this Section 3 to be given to the holders of shares of
                    Series G Preferred Stock shall be deemed given if deposited
                    in the United States mail, postage prepaid, and addressed to
                    each holder of record at his address appearing on the books
                    of the Corporation.

          4. Merger, Consolidation. If at any time there is a merger or
     consolidation of the Corporation with or into another corporation or other
     entity or person, or any other corporate reorganization, in which the
     Corporation shall not be the continuing or surviving entity of such merger,
     consolidation or reorganization, or the sale of all or substantially all of
     the Corporation's properties and assets to any other person, then, as a
     part of such reorganization, merger, consolidation or sale, provision shall
     be made so that the holders of the Series G Preferred Stock shall be
     entitled to receive (on a per share basis), prior to any distribution to
     holders of Common Stock, the number of shares of stock or other securities
     or property to be issued to the Corporation or its stockholders resulting


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     from such reorganization, merger, consolidation or sale in an amount per
     share equal to the applicable Liquidation Price for the Series G Preferred
     Stock plus a further amount equal to any dividends declared but unpaid on
     such shares.

          5. Voting Rights. The holder of each share of Series G Preferred Stock
     shall have the right to one vote for each share of Common Stock into which
     such Series G Preferred Stock could then be converted or could be converted
     without regard to the limitation on conversions set forth at Subsection
     3(a) (with any fractional share determined on an aggregate conversion basis
     being rounded to the nearest whole share), and with respect to such vote,
     such holder shall have full voting rights and powers equal to the voting
     rights and powers of the holders of Common Stock, and shall be entitled,
     notwithstanding any provision hereof, to notice of any stockholders'
     meeting in accordance with the Bylaws of the Corporation, and shall be
     entitled to vote, together with holders of Common Stock, with respect to
     any question upon which holders of Common Stock, have the right to vote, in
     the same manner and with the same effect as such holders of Common Stock,
     as one class.

          6. Status of Converted or Redeemed Stock. In the event any shares of
     Series G Preferred Stock shall be converted pursuant to Section 3, the
     shares so converted shall be canceled and shall not be issuable by the
     Corporation.

          7. Preemptive Rights. The holders of Series G Preferred Stock shall
     not have any preemptive rights."

     Second: That thereafter, the stockholders have approved said amendment
in accordance with the provisions of Section 222 of the General Corporation Law
of the State of Delaware.

     Third: That the aforesaid amendments were duly adopted in accordance with
the provisions of Sections 242 of the General Corporation Law of the
State of Delaware.

     IN WITNESS WHEREOF, said InterVU Inc. has caused this certificate to be
signed by an authorized officer thereof, this 12th day of August, 1999.

                          InterVU Inc.,
                          a Delaware corporation


                          By:      /s/ Harry E. Gruber
                                   ----------------------------------------
                                   Harry E. Gruber, Chief Executive Officer


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