Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 NAVISITE, INC.

                             Pursuant to Section 242
                        of the General Corporation Law of
                              the State of Delaware

                                   ----------

     NaviSite, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

     The Board of Directors of the Corporation duly adopted a resolution by
Written Action dated November 16, 2001, pursuant to Sections 141 and 242 of the
General Corporation Law of the State of Delaware, setting forth an amendment to
the Amended and Restated Certificate of Incorporation of the Corporation and
declaring said amendment to be advisable and directing that it be submitted to
and considered by the stockholders of the Corporation for approval. The
stockholders of the Corporation duly approved said proposed amendment at the
Annual Meeting of Stockholders held on December 19, 2001 in accordance with
Section 242 of the General Corporation Law of the State of Delaware. The
resolution setting forth the amendment is as follows:

     RESOLVED: That the Board of Directors deems it advisable and in the best
               interests of the Corporation and its stockholders that the first
               paragraph of Article FOURTH of the Amended and Restated
               Certificate of Incorporation of the Corporation be, and hereby
               is, deleted and is replaced in its entirety by the provisions
               attached hereto as Appendix 1 in order to effect a 1-for-15
               reverse stock split of the Corporation's Common Stock.

     IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this Certificate of Amendment to be signed by its President
this 7th day of January, 2003.

                                       NAVISITE, INC.


                                       By:         /S/ Patricia Gilligan
                                           -------------------------------------
                                           Patricia Gilligan
                                           President and Chief Executive Officer



                                                                      Appendix 1

     FOURTH. That, effective at 5:00 p.m., eastern time, on the filing date of
this Certificate of Amendment of Amended and Restated Certificate of
Incorporation (the "Effective Time"), a one-for-fifteen reverse stock split of
the Corporation's common stock shall become effective, pursuant to which each
fifteen shares of common stock outstanding and held of record by each
stockholder of the Corporation (including treasury shares) immediately prior to
the Effective Time shall be reclassified and combined into one share of common
stock automatically and without any action by the holder thereof upon the
Effective Time and shall represent one share of common stock from and after the
Effective Time. No fractional shares of common stock shall be issued as a result
of such reclassification and combination. In lieu of any fractional shares to
which the stockholder would otherwise be entitled, the Corporation shall pay
cash equal to such fraction multiplied by the then fair market value of the
common stock as determined by the Board of Directors of the Corporation.

     The total number of shares of all classes of stock which the Corporation
shall have authority to issue is 400,000,000 shares, consisting of (i)
395,000,000 shares of common stock, par value $0.01 per share ("Common Stock"),
and (ii) 5,000,000 shares of preferred stock, par value $0.01 per share
("Preferred Stock").