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                                                                     Exhibit 3.2


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                            OF DM MANAGEMENT COMPANY

         DM Management Company, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST:       That by vote of the Board of Directors of said corporation at a
         meeting duly called and held resolutions were duly adopted proposing
         and declaring advisable that the Restated Certificate of Incorporation
         of said corporation be amended and that such amendment be submitted to
         the stockholders of the Corporation for their consideration, as
         follows:

         RESOLVED:  That the Board of Directors of this Corporation recommends
             and deems it advisable that the Restated Certificate of
             Incorporation of this Corporation be amended by deleting Article
             FIRST thereof in its entirety and substituting for said Article
             FIRST the new Article FIRST as follows:

                           "FIRST:  The name of the Corporation shall be The J.
 Jill Group, Inc."

         RESOLVED:  That the aforesaid proposed amendment be submitted to the
             stockholders of the Corporation for their consideration; and

         RESOLVED:  That following the approval by the stockholders of the
             aforesaid amendment as required by law, the officers of this
             Corporation be, and they hereby are, and each of them hereby is,
             authorized and directed (i) to prepare, execute and file with the
             Secretary of State of the State of Delaware a Certificate of
             Amendment setting forth the aforesaid amendment in the form
             approved by the stockholders and (ii) to take any and all other
             actions necessary, desirable or convenient to give effect to the
             aforesaid amendment or otherwise to carry out the purposes of the
             foregoing Resolutions.

SECOND:      That thereafter, a meeting of the stockholders of the Corporation
         was duly called and held, upon notice in accordance with Section 222 of
         the General Corporation Law of the State of Delaware, at which meeting
         the necessary number of shares as required by statute and the Restated
         Certificate of Incorporation of the Corporation were voted in favor of
         the amendment.


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THIRD:       That 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, said DM Management Company has caused this
certificate to be signed by Gordon R. Cooke, its President, and attested by
David R. Pierson, its Secretary, this first day of June, 1999.


ATTEST:
                                                  DM MANAGEMENT COMPANY


By: /S/ DAVID R. PIERSON                          By: /S/ GORDON R. COOKE
   ---------------------------                      ---------------------------
         Its Secretary                                    Its President
                                                          Gordon R. Cooke