Knight Capital 10-K 2008 FY Annual report

EXHIBIT 3.2

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

KNIGHT TRADING GROUP, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Knight Trading Group, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

FIRST: Article FIRST of the Corporation’s Amended and Restated Certificate of Incorporation is hereby amended to read in its entirety as set forth below:

“FIRST: The name of the corporation is Knight Capital Group, Inc. (hereinafter the “Corporation”).”

SECOND: The foregoing amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly executed in its corporate name this 11^th day of May, 2005.

KNIGHT TRADING GROUP, INC.
By:	/s/    ANDREW M. GREENSTEIN
Name:	Andrew M. Greenstein
Title:	Director, Associate General Counsel and Assistant Secretary