EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                                       TO
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                           JUNO ONLINE SERVICES, INC.


            Juno Online Services, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware,

            DOES HEREBY CERTIFY:

            FIRST: That Article FOURTH, Paragraph A of the Amended and Restated
Certificate of Incorporation of the Corporation, stating the total number of
shares the Corporation is authorized to issue, is hereby amended to include the
following paragraph:

            Each 4.5 shares of the Corporation's common stock, par value $.01
      per share (the "Common Stock"), and each 4.5 shares of the Corporation's
      capital stock convertible into such Common Stock, issued and outstanding
      at 6:00 P.M. on May 25, 1999 shall be converted and reclassified
      automatically effective as of the date hereof into 1 share of the
      Corporation's Common Stock, so that each share of the Corporation's Common
      Stock, and each share of the Corporation's capital stock convertible into
      such Common Stock, issued and outstanding is hereby converted and
      reclassified. No fractional interests resulting from such conversion shall
      be issued but, in lieu thereof, the Corporation will round the number of
      shares of the Corporation's Common Stock issuable to each holder up to the
      next whole number of shares of Common Stock.

            As a result of the foregoing, the total number of shares which the
      Corporation is authorized to issue is One Hundred Thirty-Eight Million
      Three Hundred Thirty-Three Thousand Three Hundred and Thirty-Four
      (138,333,334). One Hundred Thirty-Three Million Three Hundred Thirty-Three
      Thousand Three Hundred and Thirty-Four (133,333,334) shall be Common Stock
      and Five Million (5,000,000) shall be Preferred Stock.

            SECOND: That pursuant to the resolution of the Board of Directors, a
written consent approving the proposed amendment to the Certificate of
Incorporation was duly signed by a majority of the stockholders of the
Corporation in accordance with Section 228 of the General Corporation Law of the
State of Delaware.

            THIRD: That the foregoing amendment has been duly adopted in
accordance with the provisions of Section 242 of the DGCL.



            IN WITNESS WHEREOF, the undersigned have executed this certificate
on June 1, 1999.

                                    Juno Online Services, Inc.


                                    By:  /s/ Charles Ardai
                                        --------------------------
                                        Charles Ardai
                                        Chief Executive Officer and President


Attest:


By:   /s/ Richard Buchband
   ---------------------------
Richard Buchband, Secretary



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