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                                                      STATE OF DELAWARE
                                                     SECRETARY OF STATE
                                                  DIVISION OF CORPORATIONS
                                                 FILED 09:00 AM 11/30/2000
                                                    001599967 - 3089499

                            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 to solicit the consent of the
stockholders therefor, 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



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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 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/ Michal Beindorff
                                         --------------------
                                         Michael Beindorff
                                         Chairman and Chief Executive Officer


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