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                                                                     EXHIBIT 3.2



                          CERTIFICATE OF AMENDMENT OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                   VERIO INC.

         VERIO 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 at a meeting of the Board of Directors of the Corporation
duly held on February 18, 1998, resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of the Corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of the Corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

         RESOLVED, that the Certificate of Incorporation of this corporation be,
         and it hereby is, amended as follows:

         1. The first two paragraphs of Article Four are hereby amended to read
in full as follows:

                                  ARTICLE FOUR

                                  CAPITAL STOCK

               This Corporation is authorized to issue two classes of stock to
          be designated, respectively, "Common Stock" and "Preferred Stock." The
          total number of shares which the Corporation is authorized to issue is
          one hundred sixty-six million two hundred seventeen thousand
          (166,217,000) shares, (a) one hundred twenty-five million
          (125,000,000) shares of which shall be common stock, par value $.001
          per share (the "Common Stock"), (b) eighteen million seven hundred
          seventeen thousand (18,717,000) shares of which shall be Preferred
          Stock, par value $.001 per share, the rights, preferences, privileges
          and restrictions of which are set forth herein (the "Designated
          Preferred Stock"), (c) ten million (10,000,000) shares of which shall
          be additional Preferred Stock, par value $.001 per share (the
          "Undesignated Preferred Stock"), and (d) twelve million five hundred
          thousand (12,500,000) shares of which shall be further additional
          Preferred Stock, par value $.001 per share (the "Additional
          Undesignated Preferred Stock").

               The Undesignated Preferred Stock authorized by this Certificate
          of Incorporation may be issued from time to time in series. The Board
          of Directors is hereby authorized to create or provide for, and to fix
          or alter the rights, preferences, privileges, and restrictions granted
          to or 


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          imposed upon any series of, Undesignated Preferred Stock (including
          without limitation the dividend rights, conversion rights, voting
          rights, terms of redemption, liquidation preferences and sinking fund
          terms thereof), and the number of shares constituting any such series
          and the designation thereof. Subject to compliance with applicable
          protective voting rights which have been or may be granted to the
          Series A, Series B, and Series C Preferred Stock, or other series of
          Preferred Stock (collectively, "Preference Shares") in Certificates of
          Designation or the Corporation's Certificate of Incorporation
          ("Protective Provisions"), but notwithstanding any other rights of the
          Preference Shares or any series thereof, the rights, privileges,
          preferences, and restrictions of any Undesignated Preferred Stock (a)
          shall be junior to, and not pari passu with, Preference Shares with
          respect to liquidation or dividends and (b) may be senior to, or pari
          passu with, Common Stock. Undesignated Preferred Stock shall in no
          case be redeemable nor shall it have any voting rights other than as
          provided by The General Corporation Law of the State of Delaware.
          Subject to the compliance with applicable Protective Provisions, the
          Board of Directors is also authorized to increase or decrease the
          number of shares of any series prior or 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.

               There shall be no limitation or restriction on any variation
          between any of the different series of Undesignated Preferred Stock as
          to the designations, preferences and relative, participating, optional
          or other special rights, and the qualifications, limitations or
          restrictions thereof; and the several series of Undesignated Preferred
          Stock may, except as otherwise herein expressly provided, vary in any
          and all respects as fixed and determined by the resolution or
          resolutions of the Board of Directors, providing for the issuance of
          the various series; provided, however, that all shares of any one
          series of Undesignated Preferred Stock shall have the same
          designation, preferences and relative, participating, optional or
          other special rights and qualifications, limitations and restrictions.

               The Additional Undesignated Preferred Stock authorized by this
          Certificate of Incorporation may be issued from time to time in one or
          more series. Subject to the limitations and restrictions set forth in
          this Article Four, 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 



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          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 preferences and the rights in respect to
          any distribution of assets of any wholly unissued series of Additional
          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.

               There shall be no limitation or restriction on any variation
          between any of the different series of the Additional Undesignated
          Preferred Stock as to the designations, preferences and relative,
          participating, optional or other special rights, and the
          qualifications, limitations or restrictions thereof; and the several
          series of Additional Undesignated Preferred Stock may, except as
          otherwise expressly provided herein, vary in any and all respects as
          fixed and determined by the resolution or resolutions of the Board of
          Directors or by Committee of the Board of Directors, providing for the
          issuance of the various series; provided, however, that all shares of
          any one series of the Additional Undesignated Preferred Stock shall
          have the same designation, preferences and relative, participating,
          optional or other special rights and qualifications, limitations and
          restrictions.

     2.   A new Article Four, Section 2(d) is hereby added, as follows:

              (d) BOARD OF DIRECTORS AFTER INITIAL PUBLIC OFFERING

               (I) Number, Qualifications and Term of Office. Effective from and
          after an initial public offering of the Common Stock of the
          Corporation (an "IPO"), the Board of Directors shall be constituted as
          follows:

                    (i) Except as otherwise provided herein or the General
               Corporation Law of Delaware, the business and affairs of the
               Corporation shall be managed by or under the direction of a board
               of directors consisting of one or more members.



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                    (ii) Directors need not be stockholders of the Corporation.

                    (iii) The number of directors shall be fixed from time to
               time, within the limits in the Bylaws, by a Bylaw or amendment
               thereof duly adopted by the vote of a majority of the shares
               entitled to vote represented at a duly held meeting at which a
               quorum is present or by the board of directors.

                    (iv) The directors shall be divided into three classes,
               designated Class I, Class II and Class III, as nearly equal in
               number as the then total number of directors permits, serving
               staggered terms so that the initial terms of each such class will
               expire, respectively, at the first, second and third succeeding
               annual meetings of the stockholders held following the IPO. At
               each such succeeding annual meeting of stockholders, directors
               elected to succeed those directors whose terms are expiring at
               such meeting shall be elected for a term of office to expire at
               the third succeeding annual meeting of stockholders following
               such election. If the number of directors is changed, any
               increase or decrease shall be apportioned among the classes so as
               to maintain the number of directors in each class as nearly equal
               as possible, and any additional directors of any class elected to
               fill a vacancy resulting from an increase in such class shall
               hold office for a term that shall coincide with the remaining
               term of that class, but in no case will a decrease in the number
               of directors shorten the term of any incumbent director.
               Notwithstanding the foregoing, whenever the holders of any one or
               more classes or series of preferred stock issued by the
               Corporation shall have the right, voting separately by class or
               series, to elect directors at an annual or special meeting of
               stockholders, the election, term of office, filling of vacancies
               and other features of such directorships shall be governed by the
               terms of this Certificate of Incorporation or the Bylaws
               applicable thereto, and such directors so elected shall not be
               divided into classes pursuant to this Section 2 unless expressly
               provided by such terms.

                    (v) Any amendment, change or repeal of this paragraph (d),
               or any other amendment to this Certificate of Incorporation that
               will have the effect of permitting circumvention of or modifying
               this paragraph (d), shall require the favorable vote, at a
               stockholders' meeting, of the holders of at least eighty percent
               (80%) of the then-outstanding shares of stock of the Corporation
               entitled to vote.


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                    (vi) Except as provided in sub-Clause (II) below, the
               directors shall be elected by a plurality vote of the shares
               represented in person or by proxy at the stockholders annual
               meeting in each year and entitled to vote on the election of
               directors. Elected directors shall hold office until the next
               annual meeting for the years in which their terms expire and
               until their successors shall be duly elected and qualified. If,
               for any cause, the board of directors shall not have been elected
               at an annual meeting, they may be elected as soon thereafter as
               convenient at a special meeting of the stockholders called for
               that purpose in the manner provided in this Certificate of
               Incorporation or the Bylaws.

          (II) Vacancies. Except as otherwise provided by the Certificate of
     Incorporation or any amendments thereto, vacancies and newly created
     directorships resulting from any increase in the number of authorized
     directors may be filled by a majority of the directors then in office,
     although less than a quorum, or by a sole remaining director, and each
     director so elected shall hold office for the unexpired portion of the term
     of the director whose place shall be vacant, and until his successor shall
     have been duly elected and qualified. A vacancy in the board of directors
     shall be deemed to exist under this sub-Clause II in the case of the death,
     removal or resignation of any director, or if the stockholders fail at any
     meeting of stockholders at which directors are to be elected to elect the
     number of directors then constituting the whole board.

          (III) Resignation. Any director may resign by delivering his written
     resignation to the Corporation at its principal office, addressed to the
     president or secretary. Such resignation shall be effective upon receipt
     unless it is specified to be effective at some other time or upon the
     happening of some other event. When one or more directors shall resign from
     the board, effective at a future date, a majority of the directors then in
     office, including those who have so resigned, shall have power to fill such
     vacancy or vacancies, the vote thereon to take effect when such resignation
     or resignations shall become effective, and each director so chosen shall
     hold office for the unexpired portion of the term of the director whose
     place shall be vacated and until his successor shall have been duly elected
     and qualified.

3.   Article Eight is hereby amended to read in full as follows:


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                                  ARTICLE EIGHT

          The Corporation shall indemnify, to the fullest extent permitted by
     Section 145 of the General Corporation Law of Delaware, as amended from
     time to time, all officers and directors of the Corporation whom it may
     indemnify pursuant thereto. The personal liability of a director of the
     Corporation to the Corporation or its stockholders for monetary damages for
     breach of fiduciary duty as a director shall be limited to the fullest
     extent permitted by the General Corporation Law of the State of Delaware,
     as it now exists or may hereafter be amended. The Corporation may
     indemnify, to the fullest extent permitted by Section 145 of the General
     Corporation Law of Delaware, as amended from time to time, any or all
     employees or agents of the Corporation whom it may indemnify pursuant
     thereto. Any repeal or modification of this Article by the stockholders of
     the Corporation shall not adversely affect any right or protection of an
     officer or director of the Corporation existing at the time of such repeal
     or modification.

4.   Article Nine is hereby amended to read in full as follows:

                                  ARTICLE NINE

          The Corporation expressly elects to be governed by Section 203 of the
     General Corporation Law of the State of Delaware.

5.   Article Ten is hereby amended to read in full as follows:

                                   ARTICLE TEN

          The Corporation reserves the right to amend, alter, change or repeal
     any provision contained in this Certificate of Incorporation in the manner
     now or hereafter prescribed herein and by the laws of the State of
     Delaware, and all rights conferred upon stockholders herein are granted
     subject to this reservation, provided, that any amendment, alteration,
     change or repeal of any provision of this Certificate of Incorporation that
     will have the effect of permitting circumvention of or modifying Article
     Eleven, and, after an IPO, Article Four, Section 2 and Article Eleven,
     shall require the favorable vote, at a stockholders' meeting, of the
     holders of at least 80% of the then-outstanding shares of stock of the
     Corporation entitled to vote.

6.   A new Article Eleven is hereby added, as follows:



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                                 ARTICLE ELEVEN

               Effective from and after an IPO, notwithstanding anything in this
          Certificate of Incorporation to the contrary, any action required or
          permitted to be taken by a vote of the stockholders of the Corporation
          may not be taken by written consent.

     SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the stockholders of said corporation took action by executing a written consent
in lieu of a special meeting in accordance with Section 228 of the General
Corporation Law of the State of Delaware pursuant to which the necessary number
of shares was voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     FOURTH: That the capital of said corporation shall not be reduced under or
by reason of said amendment.





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     IN WITNESS WHEREOF, Verio Inc. has caused this certificate to be signed by
Justin L. Jaschke, its Chief Executive Officer, this _____ day of
________________, 1998.




                                      By:
                                         --------------------------------------
                                                Chief Executive Officer





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