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                                                                  Exhibit 3.2


             CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED
                           CERTIFICATE INCORPORATION
                                       OF
                              DIGIMARC CORPORATION

         DIGIMARC CORPORATION, a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         1. That at a meeting of the Board of Directors of Digimarc, duly held
on February 11, 2000, resolutions were adopted setting forth the proposed
amendment of the Second Amended and Restated Certificate of Incorporation of the
Corporation and declaring said amendment to be advisable. The resolutions
setting forth the proposed amendment and restatement are as follows:

                     RESOLVED, that the Board approves an amendment to the
         Digimarc Corporation Certificate of Incorporation to increase the
         number of shares of common stock authorized for issuance by the Company
         from 30,000,000 to 100,000,000; and

                  FURTHER RESOLVED that Section 4.1 of the Second Amended and
         Restated Certificate be, and hereby is amended and restated to read in
         full as follows:

                  "The aggregate number of shares of capital stock which the
                  Corporation shall have authority to issue is 105,000,000,
                  consisting of 100,000,000 shares of common stock, $.001 par
                  value per share ("Common Stock"), and 5,000,000 shares of
                  preferred stock ("Preferred Stock"), $.001 par value per
                  share."

                     FURTHER RESOLVED, that the officers are authorized to
         solicit and obtain the consent of the stockholders of the corporation
         to amend the Certificate of Incorporation and upon receipt of said
         consent, the officers are authorized to file such Amended Certificate
         with the Secretary of State of Delaware; and

                     FURTHER RESOLVED, that the officers of this corporation,
         and any one of them, is authorized to take any and all actions to
         effect the foregoing, including the making of any required
         notifications with any other entity.

         2. That thereafter, pursuant to resolution of its Board of Directors,
the Corporation's annual meeting of the stockholders was duly called and held,
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute was voted in favor of the amendment.

         3. That said amendment was duly adopted in accordance with the
provisions of Sections 242 of the General Corporation Law of the State of
Delaware.


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


      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by its duly authorized officer, this 24th day of August, 2000.

                                      By:      /S/  BRUCE DAVIS
                                          --------------------------------------
                                              Bruce Davis, President