EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                         OF CERTIFICATE OF INCORPORATION
                                BEFORE PAYMENT OF
                             ANY PART OF THE CAPITAL

                                       OF

                               ION NETWORKS, INC.


                  It is hereby certified that:

                  1. The name of the corporation (hereinafter called the
"Corporation") is Ion Networks, Inc.

                  2. The corporation has not received any payment for any of its
stock.

                  3. The certificate of incorporation of the corporation is
hereby amended by striking out Article Fourth thereof and by substituting in
lieu of said Article the following new Article:

                         " FOURTH: The total number of shares of stock which the
                  Corporation shall have authority to issue is Fifty Million Two
                  Hundred Thousand, consisting of Fifty Million (50,000,000)
                  shares of Common Stock with a par value of $.001 per share and
                  Two Hundred Thousand (200,000) shares of Preferred Stock with
                  a par value of $10.00 per share."

                  4. The amendment of the certificate of incorporation of the
corporation herein certified was duly adopted, pursuant to the provisions of
Section 241 of the General Corporation Law of the State of Delaware, by the sole
incorporator, no directors having been named in the certificate of incorporation
and no directors having been elected.

DATED:   December 10, 1998

                                        /s/  David R. Fishkin
                                        ----------------------------------------
                                        David R. Fishkin, Sole Incorporator