Exhibit 3.3


                                                            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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