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                                                                     EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT TO

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          MINDSPRING ENTERPRISES, INC.



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

      1.   The Corporation was originally incorporated on December 21, 1995, and
its original Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on the same date. The original Certificate of
Incorporation was duly amended by the Board of Directors of the Corporation and
a majority of the stockholders of the Corporation, and an amended and restated
Certificate of Incorporation was filed with the Secretary of State of the State
of Delaware on March 14, 1996 (as so amended and restated, the "Certificate of
Incorporation").

      2.   The Board of Directors of the Corporation, at a meeting duly called 
and held in accordance with the By-laws of the Corporation and Section 141 of 
the General Corporation Law of the State of Delaware (the "Delaware General
Corporation Law"), duly adopted resolutions proposing and declaring advisable
the adoption of an amendment to the Certificate of Incorporation as set forth
herein (the "Amendment").

      3.   Holders of at least a majority of the outstanding shares of capital
stock of the Corporation, in accordance with the By-laws of the Corporation and
Section 242 of the Delaware General Corporation Law, duly approved the
Amendment.

      4.   Having been duly authorized pursuant to Section 242 of the Delaware
General Corporation Law, this Certificate of Amendment amends Article 4 of the
Certificate of Incorporation to read in its entirety as follows:


ARTICLE 4.  CAPITAL STOCK


      4.1. AUTHORIZED SHARES

      The total number of shares of capital stock that the Corporation shall be
authorized to issue is 61,000,000 divided into two classes as follows: (i) Sixty
million (60,000,000) shares of common stock having a par value of $.01 per share
("Common 

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Stock"), and (ii) One Million (1,000,000) shares of serial preferred stock in
series having a par value of $.01 per share (the "Preferred Stock").

      4.2. COMMON STOCK

            4.2.1.      RELATIVE RIGHTS

            The Common Stock shall be subject to all of the rights, privileges,
preferences and priorities of the Preferred Stock as set forth herein and in the
certificate of designations filed to establish the respective series of
Preferred Stock. Each share of Common Stock shall have the same relative rights
as and be identical in all respects to all the other shares of Common Stock.

            4.2.2.      DIVIDENDS

            Whenever there shall have been paid, or declared and set aside for
payment, to the holders of shares of any class of stock having preference over
the Common Stock as to the payment of dividends, the full amount of dividends
and of sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then dividends may be
paid on the Common Stock and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally available for
the payment of dividends thereon, but only when and as declared by the Board of
Directors of the Corporation.

            4.2.3.      DISSOLUTION, LIQUIDATION, WINDING UP

            In the event of any dissolution, liquidation, or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Common Stock,
and holders of any class or series of stock entitled to participate therewith,
in whole or in part, as to the distribution of assets in such event, shall
become entitled to participate in the distribution of any assets of the
Corporation remaining after the Corporation shall have paid, or provided for
payment of, all debts and liabilities of the Corporation and after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation or winding up the full preferential amounts (if any) to
which they are entitled.

            4.2.4.      VOTING RIGHTS

            Each holder of shares of Common Stock shall be entitled to attend
all special and annual meetings of the stockholders of the Corporation and,
share for share and without regard to class, together with the holders of all
other classes of stock entitled to attend such meetings and to vote (except any
class or series of stock having special voting rights), to cast one vote for
each outstanding share of 

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Common Stock so held upon any matter or thing (including, without limitation,
the election of one or more directors) properly considered and acted upon by the
stockholders.


      4.3. PREFERRED STOCK

      The Board of Directors is authorized, subject to limitations prescribed by
the Delaware General Corporation Law and the provisions of this Amended and
Restated Certificate of Incorporation to provide, by resolution or resolutions
from time to time and filing a certificate pursuant to the applicable provision
of the Delaware General Corporation Law, for the issuance of the shares of
Preferred Stock in series, to establish from time to time the number of shares
to be included in each such series, to fix the powers, designation, preferences,
relative, participating, optional or other special rights of the shares of each
such series and the qualifications, limitations and restrictions thereof.

      IN WITNESS WHEREOF, MindSpring Enterprises, Inc. has caused this
Certificate of Amendment to Amended and Restated Certificate of Incorporation to
be signed by its duly authorized officer, this 24th day of June, 1998.


                                         MindSpring Enterprises, Inc.



                                         By:  /s/ Michael G. Misikoff
                                            -----------------------------------
                                         Name:   Michael G. Misikoff
                                              ---------------------------------
                                         Title:  CFO, Secretary, Treasurer
                                               --------------------------------




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