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                                                                    Exhibit 3.2

                            CERTIFICATE OF AMENDMENT

                                       TO

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  EARTHWEB INC.

     EarthWeb Inc., a corporation  organized and existing under and by virtue of
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
hereby certify:

            FIRST: That the name of the Corporation is EarthWeb Inc.

            SECOND:  That the Restated  Certificate of Incorporation of the
Corporation was filed with the Delaware Secretary of State on November 9, 1998.

            THIRD:  That  Article  VI  of  the  Amended  and  Restated
Certificate  of Incorporation  is hereby  deleted in its entirety and the
following is added in its place:

                                   "ARTICLE VI

                                  CAPITAL STOCK

                     6.1     Authorized Shares.
                             -----------------

                             (a) The total number of shares of capital
                     stock that the company is authorized to issue is
                     77,000,000 shares, consisting of 75,000,000 shares of
                     common stock, $0.01 par value per share (the "Common
                                                                   ------
                     Stock"), and 2,000,000 shares of preferred stock,
                     -----
                     $0.01 par value per share (the "Preferred Stock").
                                                     ---------------
                     The 2,000,000 shares of Preferred Stock are
                     undesignated.

                             (b) Any of the 2,000,000 undesignated shares
                     of Preferred Stock ("Undesignated Preferred Stock")
                                          ----------------------------
                     may be issued from time to time in one or more
                     series. Subject to the limitations and restrictions
                     set forth in this paragraph, the Board of Directors
                     or a Committee of the Board of Directors, to the
                     extent permitted by law and the Bylaws of the
                     Corporation or a resolution of the Board of
                     Directors, by resolution or resolutions, is
                     authorized to create or provide for any such series,
                     and to fix the designations, preferences and
                     relative, participating, optional or other special
                     rights, and qualifications, limitations or
                     restrictions thereof, including, without limitation,
                     the authority to fix or alter the dividend rights,
                     dividend rates, conversion rights, exchange rights,
                     voting rights, rights and terms of redemption
                     (including sinking and purchase fund provisions), the
                     redemption price or prices, the dissolution
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                     preferences and the rights in respect to any
                     distribution of assets of any wholly unissued series
                     of Undesignated Preferred Stock and the number of
                     shares constituting any such series, and the
                     designation thereof, or any of them and to increase
                     or decrease the number of shares of any series so
                     created, subsequent to the issue of that series but
                     not below the number of shares of such series then
                     outstanding. In case the number of shares of any
                     series shall be so decreased, the shares constituting
                     such decrease shall resume the status which they had
                     prior to the adoption of the resolution originally
                     fixing the number of shares of such series."

                  FOURTH:   That Article VIII of said Amended and Restated
         Certificate of Incorporation is hereby deleted in its entirety and the
         following is added in its place:

                                  "ARTICLE VIII

                                   AMENDMENTS
                                   ----------

                     The Corporation reserves the right to amend this
                     Certificate of Incorporation in any manner permitted
                     by the Delaware Law and all rights and powers
                     conferred upon stockholders, directors and officers
                     herein are subject to this reservation.
                     Notwithstanding the foregoing, the provisions set
                     forth in ARTICLE 6.1(a) and (b), this ARTICLE EIGHTH
                     and ARTICLE NINTH may not be repealed or amended in
                     any respect, and no other provision may be adopted,
                     amended or repealed which would have the effect of
                     modifying or permitting the circumvention of the
                     provisions set forth in ARTICLE 6.1(a) and (b), this
                     ARTICLE EIGHTH and ARTICLE NINTH, unless such action
                     is approved by the affirmative vote of the holders of
                     not less than 66.66% of the total voting power of all
                     outstanding securities of the Corporation then
                     entitled to vote generally in the election of
                     directors, voting together as a single class."

                  FIFTH: That the amendment to the Restated Certificate of
         Incorporation set forth herein was authorized by the requisite majority
         of the Board of Directors followed by the holders of 66.66% of all
         outstanding shares entitled to vote thereon pursuant to Section 228 of
         the General Corporation Law of the State of Delaware and Article VIII
         of the Restated Certificate of Incorporation.

                  SIXTH: That the aforesaid amendment was duly adopted in
         accordance with the applicable provisions of Section 228 and Section
         242 of the General Corporation Law of the State of Delaware and Article
         VIII of the Restated Certificate of Incorporation.
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         IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Jack D. Hidary, its President and Chief Executive Officer, and
attested by Brian Campbell, its Secretary, this day of , 2000.



                              By: __________________________________
                                   Name:  Jack D. Hidary
                                   Title: President and Chief Executive Officer


ATTEST:


By: _____________________________________
     Name:  Brian Campbell
     Title:   Secretary