<Page>

                                                                    Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                      LIBERTY SATELLITE & TECHNOLOGY, INC.

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

     1.   The Amended and Restated Certificate of Incorporation of the
Corporation is hereby amended by deleting the first paragraph of Article IV
thereof and inserting the following in lieu thereof:

          "The total number of shares of capital stock which the Corporation
     shall have authority to issue is one hundred seventy-five million
     (175,000,000) shares, which shall be divided into the following classes:

          (a)  one hundred seventy million (170,000,000) shares shall be of a
     class designated Common Stock, par value $1.00 per share ("Common Stock"),
     such class to be divided into series as provided in Section A of this
     Article IV; and

          (b)  five million (5,000,000) shares shall be of a class designated
     Preferred Stock, par value $.01 per share ("Preferred Stock"), such class
     to be issuable in series as provided in Section B of this Article IV."

     2.   The Amended and Restated Certificate of Incorporation of the
Corporation is hereby further amended by deleting the first paragraph of Section
A of Article IV thereof and inserting the following in lieu thereof:

          "One hundred million (100,000,000) shares of Common Stock shall be of
     a series designated as Series A Common Stock (the "Series A Common Stock")
     and seventy million (70,000,000) shares of Common Stock shall be of a
     series designated as Series B Common Stock (the "Series B Common Stock")."

     3.   The Amended and Restated Certificate of Incorporation of the
Corporation is hereby further amended by adding thereto the following new
Section to the end of Article IV:
<Page>

                                   "SECTION D

                                  REVERSE SPLIT

     1.   Share Value Change.

          Effective immediately upon the filing in the office of the Secretary
     of State of the State of Delaware of the Certificate of Amendment that
     provides for this Section D to the Corporation's Amended and Restated
     Certificate of Incorporation (the "Effective Time"), the outstanding shares
     of Common Stock issued and outstanding immediately prior to the Effective
     Time shall be and hereby are combined and reclassified as follows: (i) each
     share of Series A Common Stock shall be reclassified as and converted into
     one-tenth of a share of Series A Common Stock; and (ii) each share of
     Series B Common Stock shall be reclassified as and converted into one-tenth
     of a share of Series B Common Stock; PROVIDED, HOWEVER, that fractional
     shares of Common Stock will not be issued in connection with such
     combination and reclassification, and each holder of a fractional share of
     Common Stock shall receive in lieu thereof a cash payment determined by
     multiplying such fractional share of Common Stock by ten times the average
     closing price, if available, or if such price is not available, the closing
     bid price per share of Common Stock on the OTC Bulletin Board for the five
     trading days immediately preceding the Effective Time hereof, such payment
     to be made upon such other terms and conditions as the officers of the
     Corporation, in their judgment, determine to be advisable and in the best
     interests of the Corporation.

     2.   Certificate Exchange.

          Certificates representing shares combined and reclassified as provided
     herein are hereby canceled, and, upon presentation of the canceled
     certificates to the Corporation, the holders thereof shall be entitled to
     receive new certificates representing the number of shares held by such
     holders as a result of such combination and reclassification.

     3.   Series B Preferred Stock Voting Power Change.

          Subject to and immediately following the effectiveness of the reverse
     stock split described under paragraph 1 above, the terms of the Certificate
     of Designations of the Series B Preferred Stock of the Corporation shall be
     and are hereby amended to provide that the voting power of the holders of
     Series B Preferred Stock will be proportionately reduced by a factor of ten
     to reflect the combination and reclassification of the shares of Common
     Stock provided by this Section D, such that the holders of the Series B
     Preferred Stock will be entitled to 558 votes per share of Series B
     Preferred Stock upon all matters upon which holders of Series A Common
     Stock are entitled to vote."

                                       2
<Page>

     4.   The aforesaid amendments were duly adopted in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate this 1st
day of April, 2002.


                                        LIBERTY SATELLITE & TECHNOLOGY, INC.



                                        By: /s/ Kenneth G. Carroll
                                            --------------------------
                                            Name:  Kenneth G. Carroll
                                            Title: Senior Vice President
                                                   and Chief Financial Officer

                                       3