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                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

     MotherNature.com, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

     FIRST:  That the Board of Directors of MotherNature.com, Inc. (the
"Corporation"), at a meeting duly called and held on October 18, 1999, duly and
validly adopted the following resolutions:

RESOLVED:  That, subject to stockholder approval, as promptly as practicable
           after the effectiveness of the Corporation's registration statement
           on Form S-1 (the "Effective Date") (or earlier at the discretion of
                             --------------
           the Chief Executive Officer of the Corporation), the Corporation's
           Certificate of Incorporation, as amended to such date (the
           "Charter"), be amended as set forth in an amendment to the Charter
           substantially in the form attached hereto as Exhibit A (the "Charter
                                                        ---------       -------
           Amendment").
           ---------

RESOLVED:  That the Board of Directors of the Corporation deems it advisable and
           in the best interests of the Corporation that the Corporation amend
           the Charter as contemplated by the foregoing resolution and the
           Charter Amendment is hereby recommended to the stockholders for their
           approval.

RESOLVED:  That the Charter Amendment be submitted to the stockholders for their
           approval, and that after the approval by the stockholders, the Chief
           Executive Officer and the Secretary of the Corporation be, and each
           of them acting singly hereby is, authorized to execute the Charter
           Amendment; and that, as promptly as practicable after the Effective
           Date (or sooner as provided above), the Corporation is hereby
           authorized to file the Charter Amendment with the Secretary of State
           of the State of Delaware.

     SECOND:  That stockholders of the Corporation duly adopted such resolutions
by written consent on October 29, 1999, in accordance with the provisions of
Section 228 of the General Corporation Law of the State of Delaware.

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



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                                      -2-

     IN WITNESS WHEREOF, said MotherNature.com, Inc. has caused this certificate
to be executed by Michael Barach, its President and Chief Executive Officer, and
attested to by Michael Bayer, its Treasurer and Secretary, on this ____ day of
______________, 1999.

                                   MOTHERNATURE.COM, INC.


                                   By:  _____________________________________
                                        Michael Barach
                                        President and Chief Executive Officer

ATTEST:


By:  ____________________________________________
     Michael Bayer
     Treasurer and Secretary
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                                   Exhibit A
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     The following text shall be inserted into the Certificate of Incorporation
at the appropriate section, such section to be determined by the President or
Treasurer in his sole and absolute discretion:

          "At the same time that the filing of this Certificate of Amendment to
     the Certificate of Incorporation with the Secretary of State of Delaware
     becomes effective, each 7.463 shares of the Corporation's common stock,
     $.01 par value, issued and outstanding immediately prior to the
     effectiveness of this filing (collectively, the "Old Common Stock"), shall
     be changed and combined into one (1) share of common stock, $.01 par value
     (collectively, the "New Common Stock" or the "Common Stock"), with
     fractional shares rounded upward to the nearest whole share.  Upon the
     occurrence of the automatic combination of the Old Common Stock, the
     certificates representing the Old Common Stock shall be deemed cancelled
     and shall not be recognized as outstanding on the books of the Corporation
     for any purposes.  Thereupon, each holder of Old Common Stock shall be
     entitled to receive, and the Corporation's transfer agent shall be
     instructed to issue to such holder, a certificate or certificates for the
     number of shares of New Common Stock into which the shares of Old Common
     Stock were combined."