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                                                                    EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                    TO RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               PLANETRX.COM, INC.

Pursuant to Section 242 of the Delaware General Corporation Law

         PlanetRx.com, 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:   The name of the Corporation is PlanetRx.com, Inc.

         SECOND:  The date on which the Certificate of Incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware is
August 27, 1999, under the name of PRX Holdings, Inc., and the date on which
the Restated Certificate of Incorporation of the Corporation was filed with the
Secretary of State of Delaware was October 6, 1999, which Restated Certificate
of Incorporation was amended by Certificate of Amendment filed with the
Secretary of State on October 13, 1999.

         THIRD:   The Board of Directors of the Corporation adopted a
resolution setting forth a proposed amendment to the Restated Certificate of
Incorporation of the Corporation declaring said amendment to be advisable and
in the best interests of the Corporation and its stockholders and authorizing
the appropriate officers of the corporation solicit the consent of the
stockholders therefore, which proposed amendment is to replace the current
ARTICLE IV in its entirety with the following:

                                  "ARTICLE IV"

         This corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares that this corporation is authorized to issue is two hundred
five million (205,000,000) shares. Two hundred million (200,000,000) shares
shall be Common Stock, par value $.0001 per share, and five million (5,000,000)
shares shall be Preferred Stock, par value $.0001 per share.

         Effective December 4, 2000 (the "Effective Date"), each eight shares
of Common Stock of the corporation issued and outstanding or held as treasury
shares immediately prior to the Effective Date (the "Old Common Stock") shall
automatically be reclassified and continued (the "Reverse Split"), without any
action on the part of the holder thereof, as one share of Common Stock. The
Corporation shall not issue fractional shares on account of the Reverse Split.
Holders of Old Common Stock who would otherwise be entitled to a fraction of a
share on account of the Reverse Split shall receive, upon surrender of the
stock certificates formerly representing shares of the Old Common Stock, in
lieu of such fractional share, an amount in cash (the "Cash-in-Lieu Amount")
equal to the product of (i) the fractional share which a holder would otherwise
be entitled to, multiplied by (ii) the average of the last sale price per share
of the Old Common Stock on the 20 trading days immediately prior to the
Effective Date or, if no such sale takes place on such days, the average of the
closing bid and asked prices thereof for such


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days, in each case as officially reported on the Nasdaq National Market. No
interest shall be payable on the Cash-in-Lieu Amount."

         FOURTH:  That thereafter said amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware at a special meeting of stockholders on November 30, 2000.

         IN WITNESS WHEREOF, this Certificate of Amendment to Restated
Certificate of Incorporation to be executed by its Chief Executive Officer this
30th day of November, 2000.


                                             PLANETRX.COM, INC.

                                             By: /s/ Michael Beindorff
                                             Michael Beindorff
                                             Chairman and Chief Executive
                                             Officer