Exhibit 3.2.2 - Certificate of Amendment of the Certificate of  Incorporation of
the Company filed on March 29, 1999.

                           Certificate of Amendment of
                         Certificate of Incorporation of
                            U.S. Wireless Corporation

         Under Section 242 of the Delaware Corporation Law:

         The  Undersigned,  for the  purpose  of  amending  the  Certificate  of
Incorporation of U.S. Wireless Corporation, does hereby certify and set forth:

     FIRST: The name of the Corporation is: U.S. WIRELESS CORPORATION

     SECOND:  The  Certificate of  Incorporation  was filed by the Department of
State on 12th day of February, 1993.

     THIRD: The amendment to the Certificate of Incorporation of the Corporation
effected by this Certificate of Amendment is to amend the provisions of "Article
Fourth,  Subarticle (D)" to amend certain rights and preferences of the Series B
Preferred Stock so that, as amended, said Subarticle shall read as follows:

          (D) Series B Preferred Stock.

     (i)  Designation.  The designation of this series of Preferred  Stock,  par
value $0.01 per share,  shall be the  "Series B Preferred  Stock." The number of
shares of Series B Preferred Stock authorized hereby shall be 50,000 shares.

     (ii) Rank.  The Series B Preferred  Stock shall,  with respect to rights on
liquidation,  winding  up,  and  dissolution,  rank  (a)  junior  to any  senior
securities  established by the Board of Directors with the prior approval by the
affirmative  vote of the  holders  of a  majority  of the shares of the Series B
Preferred Stock as required under Subarticle  (vii)(b) below, the terms of which
shall  specifically  provide  that such series  shall rank prior to the Series B
Preferred Stock; (b) on a parity with the shares of Series A Preferred Stock and
any other parity securities established by the Board of Directors with the prior
approval by the  affirmative  vote of the holders of a majority of the shares of
the Series B Preferred Stock as required under  Subarticle  (vii)(b) below,  the
terms of which  shall  specifically  provide  that such  series  shall rank on a
parity with the Series B Preferred  Stock; and (c) senior to all other shares of
capital stock of the  Corporation,  including,  without  limitation,  the Common
Stock.

     (iii) Dividends.  The holders of the shares of the Series B Preferred Stock
shall not be entitled to receive any dividends.

     (iv) Liquidation Preference.

                           (a) In the  event  of any  voluntary  or  involuntary
                  liquidation,  dissolution, or winding up of the affairs of the
                  Corporation,  the  holders of the shares of Series B Preferred
                  Stock then outstanding shall be entitled to be paid out of the
                  assets of the  Corporation  available for  distribution to its
                  stockholders  an amount in cash equal to $100.00 per share for
                  each  share  of  Series B  Preferred  Stock  outstanding  (the
                  "Liquidation Preference"), before any payment shall be made or
                  an assets distributed to the holders of any junior securities;
                  provided, that the holders of the outstanding shares of Series
                  B Preferred Stock shall receive such liquidation payment, on a
                  pro rata basis, on an equal priority,  pari passu basis,  with
                  the  holders  of the  then  outstanding  shares  of  Series  A
                  Preferred Stock;  and,  provided,  further,  that such holders
                  shall not be entitled to receive such liquidation payment

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                  until the liquidation  payments on any other senior securities
                  approved by the holders of Series B Preferred  Stock,  if any,
                  shall have been paid in full. If the assets of the Corporation
                  are not  sufficient  to pay in full the  liquidation  payments
                  payable to the holders of the  outstanding  shares of Series B
                  Preferred Stock, Series A Preferred Stock and any other parity
                  securities  approved  by the  holders  of  Series B  Preferred
                  Stock, if any, then the holders of all such shares shall share
                  ratably in such  distribution of assets in accordance with the
                  amount  which  would be  payable on such  distribution  if the
                  amounts  to which the  holders  of the  outstanding  shares of
                  Series B Preferred Stock are entitled were paid in full.

                           (b) For the purposes of this Article FOURTH,  neither
                  the voluntary sale, conveyance,  lease, exchange, nor transfer
                  (for   cash,   shares   of   stock,   securities,   or   their
                  consideration)  of all or substantially all of the property or
                  assets of the  Corporation or the  consolidation  or merger of
                  the Corporation with one or more other  corporations  shall be
                  deemed  to  be a  liquidation,  dissolution,  or  winding  up,
                  voluntary  or   involuntary,   unless  such  voluntary   sale,
                  conveyance,   lease,   exchange,   or  transfer  shall  be  in
                  connection with a dissolution or winding up of the business of
                  the Corporation.

     (v)  Redemption.  The shares of Series B Preferred Stock are not redeemable
by the Corporation.

     (vi)  Conversion.  The shares of Series B  Preferred  Stock are  subject to
optional and mandatory  conversion  provisions,  as set forth in this Subarticle
(vi).

                           (a)  Subject  to,  and  upon  compliance   with,  the
                  provisions  of  this  Subarticle  (vi)   (including,   without
                  limitation,  the mandatory  conversion provision of Subarticle
                  (e) of this Subarticle  (vi)), the holder of a share of Series
                  B Preferred  Stock  designated  shall have the right,  at such
                  holder's option,  at any time commencing ninety (90) days from
                  issuance,  to convert  each share of Series B Preferred  Stock
                  into  one  hundred  (100)  validly  issued,   fully  paid  and
                  non-assessable shares of Common Stock of the Corporation which
                  is  based on a stated  value  of $100  per  share of  Series B
                  Preferred  Stock  divided by a conversion  rate equal to $1.00
                  per share of Common Stock.  Notwithstanding  the provisions of
                  this  Subarticle,  each  share  of  Series B  Preferred  Stock
                  voluntarily   converted   pursuant   to  the   terms  of  this
                  Subarticle,  within 12 months of issuance  shall be  converted
                  into   sixty-seven   (67)  validly  issued,   fully  paid  and
                  non-assessable  shares  of  Common  Stock of the  Corporation,
                  which is based on a stated value of $100 per share of Series B
                  Preferred  Stock  divided by a conversion  rate equal to $1.50
                  per share of Common  Stock.  The stated value of the shares of
                  Series B Preferred  Stock divided by the  conversion  rate, as
                  applicable,  shall  be  referenced  herein  as the  "Series  B
                  Conversion Price".

                           (b)  (1)  In  order  to   exercise   the   conversion
                  privilege,  the  holders of each  share of Series B  Preferred
                  Stock  to  be  converted  shall  surrender  the   certificates
                  representing  such shares at the office of the  Corporation or
                  its transfer agent for the Series B Preferred Stock, as may be
                  appointed for such purpose by the Corporation, with the Notice
                  of  Election  to  Convert  on the  back  of  said  certificate
                  completed  and  signed.  Unless  the  shares of  Common  Stock
                  issuable  on  conversion  are to be issued in the same name in
                  which such share of Series B  Preferred  Stock is  registered,
                  each share  surrendered for conversion shall be accompanied by
                  instruments  of  transfer,   in  form   satisfactory   to  the
                  Corporation, duly executed by the holder or such holder's duly
                  authorized  attorney  and an  amount  sufficient  to  pay  any
                  transfer or similar tax.
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     (2) As promptly as practicable  after the surrender of the certificates for
shares of Series B Preferred Stock as aforesaid, the Corporation shall issue and
shall  deliver  to such  holder at his  registered  address as it appears in the
Company's  records,  or on his written order, a certificate or certificates  for
the number of full shares of Common Stock  issuable upon the  conversion of such
shares in accordance with the provisions of this Subarticle (vi).

     (3) Each conversion shall be deemed to have been effected immediately prior
to the close of  business  on the date on which the  certificates  for shares of
Series B Preferred Stock shall have been  surrendered and such notice shall have
been  received by the  Corporation  as  aforesaid,  and the person or persons in
whose name or names any certificate or  certificates  for shares of Common Stock
shall be issuable upon such conversion shall be deemed to have become the holder
or  holders  of record of the  shares  represented  thereby at such time on such
date, unless the stock transfer books of the Corporation shall be closed on that
date,  in which event such person or persons shall be deemed to have become such
holder or holders of record at the close of business on the next  succeeding day
on which such stock  transfer  books are open and such notice is received by the
Corporation.  All shares of Common Stock delivered upon conversion of the Series
B Preferred  Stock will upon delivery be duly and validly  issued and fully paid
and  non-assessable,  free of all  liens  and  charges  and not  subject  to any
preemptive rights.

                           (c)  The  Corporation  covenants  that it will at all
                  times reserve and keep available, free from preemptive rights,
                  out of the aggregate of its authorized but unissued  shares of
                  Common Stock or its issued  shares of Common Stock held in its
                  treasury,  or both, for the purposes of effecting  conversions
                  of the Series B Preferred  Stock, the full number of shares of
                  Common  Stock   deliverable   upon  the   conversion   of  all
                  outstanding shares of Series B Preferred Stock not theretofore
                  converted.  For purposes of this Subarticle (c), the number of
                  shares of Common  Stock  which shall be  deliverable  upon the
                  conversion  of all  outstanding  shares of Series B  Preferred
                  Stock shall be computed as if at the time of  computation  all
                  such outstanding shares were held by a single holder.

                         (d) The Series B Conversion  Price and number of shares
                    of Common  Stock into which each share of Series B Preferred
                    Stock is  convertible  shall be subject to  adjustment  from
                    time to time as follows:

                                    (1) If, at any time  after the  issuance  of
                           the Series B  Preferred  Stock,  the number of Common
                           Shares  outstanding  is increased by a stock dividend
                           payable  in  Common  Shares  or by a  subdivision  or
                           split-up  of  Common  Shares,   then,  following  the
                           payment date fixed for the  determination  of holders
                           of Common  Shares  entitled  to  receive  such  stock
                           dividend,  subdivision  or  split-up,  the  Series  B
                           Conversion Price shall be appropriately  decreased so
                           that  the  number  of  Common   Shares   issuable  on
                           conversion of each share of Series B Preferred  Stock
                           shall be increased in  proportion to such increase in
                           outstanding shares.

                                    (2) If, at any time  after the  issuance  of
                           the Series B  Preferred  Stock,  the number of Common
                           Shares  outstanding  is decreased by a combination of
                           the outstanding Common Shares or reverse stock split,
                           then,  following the record date for such combination
                           or reverse stock split, the Series B Conversion Price
                           shall be  appropriately  increased so that the number
                           of Common Shares issuable on conversion of each share
                           of Series B  Preferred  Stock shall be  decreased  in
                           proportion t such decrease in outstanding shares.


<PAGE>
                                    (3) In the  event,  at any  time  after  the
                           issuance  of the  Series B  Preferred  Stock,  of any
                           reclassification  of the  stock  of  the  Corporation
                           (other  than a change  in par value or from par value
                           to no par  value or from no par value to par value or
                           as a  result  of a  stock  dividend  or  subdivision,
                           split-up or  combination  of shares),  or the merger,
                           consolidation  or  sale of  substantially  all of the
                           assets of the Corporation (other than a consolidation
                           or merger in which the  Corporation is the continuing
                           corporation  and which  does not result in any change
                           in  the  Common  Shares),  each  share  of  Series  B
                           Preferred  Stock  shall,  after such  reorganization,
                           reclassification,  merger,  consolidation  or sale of
                           assets,  be  convertible  into the kind and number of
                           shares of stock or other  securities  or  property of
                           the Corporation or of the corporation  resulting from
                           such merger, consolidation or sale of assets to which
                           the holder of the number of Common Shares deliverable
                           (immediately    prior    to   the    time   of   such
                           reorganization,       reclassification,       merger,
                           consolidation  or sale of assets) upon  conversion of
                           such  shares  would  have  been  entitled  upon  such
                           reorganization,       reclassification,       merger,
                           consolidation or sale of assets.

                                    (4)  In  the  event  the  Corporation  shall
                           propose to take any action of the types  described in
                           Subarticle (d)(1), (2) or (3) hereof, the Corporation
                           shall give  notice to each holder of shares of Series
                           B Preferred  Stock,  which notice  shall  specify the
                           record date,  if any, with respect to any such action
                           and the date on which such  action is to take  place.
                           Such  notice  shall  also set forth  such  facts with
                           respect  thereto as shall be reasonably  necessary to
                           indicate  the  effect of such  action  (to the extent
                           such effect may be known at the date of such notice),
                           the Series B Conversion  Price, and the number,  kind
                           or series of shares or other  securities  or property
                           which shall be deliverable  or  purchasable  upon the
                           occurrence  of  such  action  or   deliverable   upon
                           conversion of shares of Series B Preferred  Stock. In
                           the case of any action which would require the fixing
                           of a record date, such notice shall be given at least
                           twenty  (20) days prior to the date so fixed,  and in
                           case of all other action,  such notice shall be given
                           at least thirty (30) days prior to the taking of such
                           proposed action.  Failure to give such notice, or any
                           defect  therein,  shall not  affect the  legality  or
                           validity of any such action.

                           (e) Mandatory  Conversion.  Commencing 12 months from
                  issuance,  upon the  occurrence of an Event of Conversion  (as
                  defined  below),  each share of Series B Preferred  Stock then
                  outstanding shall, by virtue of, and simultaneously  with, the
                  occurrence of the Event of  Conversion  and without any action
                  on the part of the holder thereof, be automatically  converted
                  into  one  hundred  (100)  validly  issued,   fully  paid  and
                  nonassessable  Common Shares (subject to any prior adjustments
                  as provided  in  Subarticle  (vi)(d)  above) for the shares of
                  Series B Preferred Stock being  converted.  The term "Event of
                  Conversion" shall mean the occurrence of the closing price per
                  share for the Corporation's  common stock having been at least
                  $5.00 for a consecutive 30 trading day period.


<PAGE>
     (vii) Voting Rights.

                           (a) (1) The holders of the Series B Preferred  Stock,
                  voting as a separate  voting group,  shall be entitled to vote
                  to elect  one (1)  member  to the  Board of  Directors  of the
                  Corporation  and one (1) additional  individual as an observer
                  to such  Board,  until the  earlier of such time as (i) 50% of
                  the shares of Series B Preferred  Stock have been  voluntarily
                  converted  into shares of Common Stock,  and (ii) in the event
                  of a mandatory  conversion of the Series B Preferred Stock, an
                  aggregate of 50% of the total number of shares of Common Stock
                  issued  upon  conversion  of the  Series  B  Preferred  Stock,
                  whether through voluntary or mandatory  conversion,  have been
                  resold.

                         (2) The  special  and  exclusive  voting  rights of the
                    holders of the Series B Preferred  Stock  contained  in this
                    Subarticle (2) may be exercised  either at a special meeting
                    of the  holders  of  Series B  Preferred  Stock,  called  as
                    provided  below,  or at any annual or special meeting of the
                    stockholders  of the  Corporation,  or by written consent of
                    such  holders  in lieu of a  meeting.  The  directors  to be
                    elected by the holders of the Series B Preferred Stock shall
                    each serve for a term  extending  from the date of  election
                    and  qualification  until  the time of the  next  succeeding
                    annual meeting of  stockholders  and until their  successors
                    have been elected and qualified.

                         (3) Any director  elected under  Subarticle  (2) hereof
                    shall not be  subject  to  removal  unless  such  removal is
                    approved by a majority of all the votes  entitled to be cast
                    by the holders of the Series B Preferred  Stock or otherwise
                    may be removed  for fraud or  conviction  of a felony  which
                    materially and adversely  affects the Company by the vote of
                    no less than 2/3 of the other Board members.

                         (4) If at any time a  directorship  to be filled by the
                    holders of the Series B Preferred Stock shall be vacant, the
                    President (or any other officer) of the  Corporation  shall,
                    upon the written  request of the holders of record of shares
                    representing  at  least  twenty-five  percent  (25%)  of the
                    voting power of the shares of Series B Preferred Stock, call
                    a special  meeting of the  holders of the shares of Series B
                    Preferred  Stock for the  purpose of  electing a director to
                    fill  such  vacancy.  Such  meeting  shall  be  held  at the
                    earliest  practicable  date at such place as is specified in
                    or  determined   in  accordance   with  the  Bylaws  of  the
                    Corporation.  If such meeting is not called by the President
                    (or any other  officer) of the  Corporation  within ten (10)
                    days  after  delivery  of said  written  request,  then  the
                    holders   of  record  of   shares   representing   at  least
                    twenty-five  percent (25%) of the voting power of the shares
                    of Series B Preferred  Stock may  designate i writing one of
                    such  holders  to call such  meeting  at the  expense of the
                    Corporation,  and such meeting may be called by such persons
                    so designated  upon the notice  required for annual meetings
                    of stockholders and shall be held at such place as specified
                    or  determined  above.  Any  holder  of  record of shares of
                    Series B  Preferred  Stock  shall  have  access to the stock
                    books  of the  Corporation  for the  purpose  of  calling  a
                    meeting of stockholders pursuant to these provisions.


<PAGE>
                           (b)  (1) As  long  as any  shares  of  the  Series  B
                  Preferred Stock are  outstanding,  the  Corporation  will not,
                  without the  affirmative  vote or consent of the holders of at
                  least a  majority  of the  outstanding  shares of the Series B
                  Preferred  Stock,  voting  as  a  class,  vote  to  amend  the
                  Corporation's  Certificate of  Incorporation  or Bylaws to (i)
                  increase or decrease the aggregate number of authorized shares
                  of the Series B Preferred Stock; (ii) increase or decrease the
                  par value of the Series B Preferred Stock; (iii) in any manner
                  authorize,  create or issue  any  class or  series of  capital
                  stock ranking, as to the Liquidity Preference,  prior to or on
                  parity with the Series B Preferred Stock, or authorize, create
                  or issue any  shares  of any  class or  series  of any  bonds,
                  debentures,  notes or other  obligations  convertible  into or
                  exchangeable  for, or having optional rights to purchase,  any
                  shares having any such priority or on parity with the Series B
                  Preferred  Stock;  (iv) in any  manner  alter  or  change  the
                  designation  or the  powers,  preferences  or  rights,  or the
                  qualifications,  limitations or restrictions  of, the Series B
                  Preferred  Stock; (v) reclassify  Common Shares,  or any other
                  shares of any class or series  of  capital  stock  hereinafter
                  created junior to the Series B Preferred  Stock into shares of
                  any  class or  series  of  capital  stock  ranking,  as to the
                  Liquidity Preference,  prior to or on a parity with the Series
                  B Preferred Stock; or (vi) increase or decrease the authorized
                  number of shares of Series B Preferred Stock.

                         (2)  If at any  time  any  action  is  proposed  by the
                    Corporation   which  requires  the  affirmative  vote  of  a
                    majority  of the  outstanding  shares of Series B  Preferred
                    Stock pursuant to this Subarticle (b), the President (or any
                    other  officer)  of the  Corporation  shall  call a  special
                    meeting of the holders of Series B  Preferred  Stock for the
                    purpose  of voting on such  proposed  action.  Such  meeting
                    shall be held at the earliest practicable date at such place
                    as is  specified in or  determined  in  accordance  with the
                    Bylaws of the Corporation.

                         (3) Action by Written  Consent.  Any action to be taken
                    by the  holders  of  Series B  Preferred  Stock may be taken
                    without a meeting if a consent in writing, setting forth the
                    action so taken,  is signed by the  holders  of  outstanding
                    shares of Series B Preferred  Stock having not less than the
                    minimum number of votes that would be necessary to take such
                    action  at a  meeting  at  which  all  shares  of  Series  B
                    Preferred  Stock  entitled to vote  thereon were present and
                    voted.

     (c) In  exercising  the voting rights set forth in this  Subarticle  (vii),
each share of Series B Preferred Stock shall have one vote per share.

     FOURTH:  The amendment to the Articles of  Incorporation of the Corporation
set forth above was approved by vote of all the Corporation's Series B Preferred
Stockholders on the 23rd day of March, 1999.

     IN WITNESS  WHEROF,  the  undersigned  President  of this  Corporation  has
executed this Certificate of Amendment on this 25th day of March, 1999.

U.S. WIRELESS CORPORATION


By: s\s Dr. Oliver Hilsenrath
Dr. Oliver Hilsenrath, President


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