**Exhibit3.4**

 

**CERTIFICATEOF CORRECTION OFCERTIFICATE OF AMENDMENT OFAMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OFBROADVISION, INC.**

**It is herebycertified that**:

 

1.       The name of the corporation (hereinaftercalled the “corporation”) is BroadVision, Inc.

 

2.       TheCertificate of Amendment of Amended and Restated Certificate of Incorporationof the corporation, which was filed by the Secretary of State of Delaware onJuly 25, 2002 is hereby corrected.

 

3.       Article IV, Section A of said Certificateof Amendment of Amended and Restated Certificate of Incorporation inaccuratelyset forth that:

 

**“A.**          The total number of shares of allclasses of stock which the corporation has the authority to issue is TwoHundred Twenty-Three Million Three Hundred Thirty-Three Thousand Three HundredThirty-Five (223,333,335) shares, consisting of two classes:  Two Hundred Twenty-Two Million Two HundredTwenty-Two Thousand Two Hundred Twenty-Three (222,222,223) shares of CommonStock, $0.0001 par value per share, and One Million One Hundred Eleven ThousandOne Hundred Twelve (1,111,112) shares of Preferred Stock, $0.0001 par value pershare.  Effective as of 8:00 p.m.Eastern time on July 29, 2002, every nine (9) shares of Common Stockoutstanding shall be combined into one (1) share of Common Stock; provided,however, that the Corporation shall issue no fractional shares of Common Stock,but shall instead pay to any stockholder who would be entitled to receive afractional share as a result of the actions set forth herein a sum in cashequal to the fair market value of such fractional share.”

 

4.       Article IV, Section A of said Certificateof Amendment of Amended and Restated Certificate of Incorporation, ascorrected, reads in its entirety as follows:

 

**“A.**          The total number of shares of allclasses of stock which the corporation has the authority to issue is TwoBillion Ten Million (2,010,000,000) shares, consisting of two classes:  Two Billion (2,000,000,000) shares of Common

 

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Stock, $0.0001 par valueper share, and Ten Million (10,000,000) shares of Preferred Stock, $0.0001 parvalue per share.  Effective as of 8:00p.m. Eastern time on July 29, 2002, every nine (9) shares of Common Stockoutstanding shall be combined into one (1) share of Common Stock; provided,however, that the Corporation shall issue no fractional shares of Common Stock,but shall instead pay to any stockholder who would be entitled to receive afractional share as a result of the actions set forth herein a sum in cashequal to the fair market value of such fractional share.”

 

 

**In WitnessWhereof**,BroadVision, Inc. has caused this Certificate of Correction of Certificate ofAmendment of Amended and Restated Certificate of Incorporation to be signed byits President and attested to by its Secretary this 31st day ofJuly, 2003.

 

 
|                              | **BroadVision,  Inc.** |
|-----------------------------------|------------------------|
|                              |                   |
|                              |                   |
|                              | By:                    | /s/    PEHONG CHEN |   |
|                              |                   | Pehong Chen,  President |
|                              |                   |
| **Attest:**                       |                   |
|                              |                   |
|                              |                   |
| /s/    WILLIAM E. MEYER |                   |   |
| William E.  Meyer, Secretary      |                   |
|                                   |                        |  |  |  |

 

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