EX-3.8

                       CERTIFICATE OF OWNERSHIP AND MERGER

                                     MERGING

                               AT COMM CORPORATION

                                  WITH AND INTO

                                XIOX CORPORATION

      (Pursuant to Section 253 of the General Corporation Law of Delaware)

         XIOX CORPORATTION,  a Delaware  corporation (the  "Corporation"),  does
hereby certify:

         FIRST:  That the  Corporation is  incorporated  pursuant to the General
Corporation Law of the State of Delaware.

         SECOND:  That the Corporation owns all of the outstanding shares of the
capital stock of AT COMM CORPORATION, a Delaware corporation ("Merger Sub").

         THIRD: That the Corporation,  by the following resolutions of its Board
of  Directors,  duly adopted on the 31 day of March,  2000,  determined to merge
Merger Sub with and into the  Corporation  on the  conditions  set forth in such
resolutions:

         RESOLVED,  that  the  Corporation  merge  Merger  Sub with and into the
Corporation and assume all of said  subsidiary's  liabilities  and  obligations,
effective as of the close of business on March 31, 2000; and be it further

         RESOLVED,  that upon the effective date of the merger,  the name of the
Corporation shall be changed to "At Comm Corporation"; and be it further

         RESOLVED,  that the  President  or  Chief  Financial  Officer,  and the
Secretary or any Assistant Secretary, of the Corporation be, and they hereby are
directed to make,  execute and acknowledge a Certificate of Ownership and Merger
setting forth a copy of the  resolutions  to merge said Merger Sub with and into
the Corporation,  to change the Corporation's name to At Comm Corporation and to
assume  Merger Sub's  liabilities  and  obligations  and to file the same in the
Office of the Secretary of State of Delaware and a certified copy thereof in the
Office of the Recorder of Deeds of New Castle County; and be it further

         RESOLVED, that the officers of the Corporation be, and they hereby are,
severally  and not  jointly,  authorized  and  directed  to provide  all notices
execute all documents,  make all filings and take all actions as any of them may
deem to be necessary or appropriate  in connection  with the carrying out of the
purposes of the foregoing resolutions.


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         IN WITNESS  WHEREOF,  the Corporation has caused this Certificate to be
executed by its authorized officers this 31 day of March, 2000.



                              XIOX CORPORATION

                              By:  /s/  William H. Welling
                                   -----------------------------------------
                                   William H. Welling
                                   President and Chief Executive Officer



         ATTEST:

         By:  /s/  Melanie D. Johnson
             -------------------------------
              Melanie D. Johnson
              Chief Financial Officer


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