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EXHIBIT 3.2

CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
OVERTURE SERVICES, INC.
INTO
GOTO.COM, INC.

Pursuant to Section 253 of the General Corporation Law of the State of
Delaware, GoTo.com, Inc., a Delaware corporation (the Corporation), does
hereby certify:

FIRST: That the Corporation is incorporated pursuant to the General
Corporation Law of the State of Delaware.

SECOND: That the Corporation owns all of the outstanding shares of each
class of the capital stock of Overture Services, Inc., a Delaware corporation
(Sub).

THIRD: That the Corporation, by the following resolutions of its Board of
Directors, duly adopted at a meeting held on the 2nd of October, 2001,
determined to merge Sub with and into the Corporation on the terms and
conditions set forth therein:



| |  |  | RESOLVED: That the Corporation merge Sub with and into the
Corporation, with the Corporation being the surviving entity
in such merger (the Merger).                                                                                                                   
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | RESOLVED FURTHER: That the Merger be effective at 8:00 a.m.
Eastern Daylight Time on Monday, October 8, 2001.                                                                                                                                                            
|
| |  |  | RESOLVED FURTHER: That upon the effectiveness of the Merger,
the Corporation assume all of the liabilities and obligations
of Sub.                                                                                                                                       
|
| |  |  | RESOLVED FURTHER: That upon the effectiveness of the Merger,
the name of the Corporation be changed to Overture Services,
Inc. and Article I of the Amended and Restated Certificate of
Incorporation of the Corporation be amended to read in its
entirety as follows:

"ARTICLE I



| |  |  | The name of the Corporation is Overture Services,
Inc.                                                                                                                                                                                                                                            
| |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | RESOLVED FURTHER: That upon the effectiveness of the Merger, the
Certificate of Incorporation and the Bylaws of the Corporation in
effect immediately prior to the effectiveness of the Merger shall be
the Corporations Certificate of Incorporation and Bylaws, except as to
the change of name.

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| |  |  | RESOLVED FURTHER: That upon the effectiveness of the Merger,
the directors and officers of the Corporation, as constituted
immediately prior to the effectiveness of the Merger, will be
the directors and officers of the Corporation.                                                                                                                                                                                                                   
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | RESOLVED FURTHER: That the proper officers of the Corporation
be, and each hereby is, authorized, empowered and directed,
for and on behalf of the Corporation and in its name, to
execute and deliver all such agreements, instruments,
certificates and other documents, and to take all such further
action, as such officers may deem necessary, advisable or
appropriate in order to effectuate the intent and purposes of
the foregoing resolutions.
|
| |  |  | RESOLVED FURTHER: That all acts and things heretofore taken
or done by any officer or other agent of the Corporation on or
prior to the date hereof in connection with the transactions
contemplated by these resolutions be, and each hereby is,
ratified, confirmed, approved and adopted in all respects as
acts taken or done on behalf of the Board of Directors of the
Corporation.                                                                 

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| |  |  | IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Todd Tappin its authorized officer, this 2 day of October, 2001.
| |  |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |                |                                             
| | -------------- | --------------------------------------------
| | GOTO.COM, INC.
| |                |                                             
| |                |                                             
| | By:            | /s/  Todd Tappin                            
| |                |                                             
| |                | Name: Todd Tappin                           
| |                | Title: Secretary and Chief Financial Officer

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