**Exhibit3.2**

 

**CERTIFICATE OF AMENDMENTTO****AMENDED AND RESTATED****CERTIFICATEOF INCORPORATION****OF****COMMERCEONE, INC.**

 

(Pursuant to Section 242 of the

General Corporation Law of the State of Delaware)

 

Mark B. Hoffman and John L. Flynn each herebycertifies:

 

# (1)           Theyare, respectively, (a) the Chairman, Chief Executive Officer and President, and(b) Assistant Secretary of Commerce One, Inc., a corporation organized andexisting under the General Corporation Law of the State of Delaware (the“General Corporation Law”);

 

# (2)           Article4 of the Company’s Amended and Restated Certificate of Incorporation, asamended, is to be amended to add the following immediately after the presentfirst paragraph thereof (which sets forth the number and par value of theCompany’s authorized capital stock, none of which is being amended):

 

“Eachten shares of the Corporation’s Common Stock issued and outstanding as of 5:00p.m. Pacific Daylight Time on September 16, 2002, the effective date of areverse stock split (the “Split Effective Date”), shall be automaticallychanged and reclassified, as of the Split Effective Date and without furtheraction, into one (1) fully paid and nonassessable share of the Corporation’sCommon Stock.  There shall be nofractional shares issued.  A holder ofrecord of Common Stock on the Split Effective Date who would otherwise beentitled to a fraction of a share shall, in lieu thereof, be entitled toreceive a cash payment in an amount equal to the fraction to which thestockholder would otherwise be entitled multiplied by the net per shareproceeds earned by the Corporation upon the sale of a number of shares of itsCommon Stock equal to the aggregate of the fractional shares that otherwisewould have resulted due to the reverse stock split.”

 

# (3)           ThisCertificate of Amendment to the Amended and Restated Certificate ofIncorporation has been duly adopted by the Board of Directors of thisCorporation in accordance with Sections 242 of the General CorporationLaw.

 

# (4)           ThisCertificate of Amendment to the Amended and Restated Certificate ofIncorporation has been duly approved, in accordance with Section 242 ofthe General Corporation Law, by vote of the holders of a majority of theoutstanding stock entitled to vote thereon.

 

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IN WITNESS WHEREOF, the undersigned have executed thisCertificate of Amendment to the Amended and Restated Certificate ofIncorporation on this 16th day of September, 2002.

 
|                | /s/ Mark B. Hoffman                    |   |
|---------------------|----------------------------------------|--------|
|                | Mark B. Hoffman                        |
|                | Chairman, Chief  Executive Officer and |
|                | President                              |
|                |                                   |
|                |                                   |
| /s/ John L. Flynn   |                                   |   |
| John L. Flynn       |                                   |
| Assistant Secretary |                                   |
|                     |                                        |        |  |

 

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