CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                MULTEX.COM, INC.

            Multex.com, 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 the Board of Directors of the Corporation has duly
adopted resolutions setting forth a proposed amendment of the Amended and
Restated Certificate of Incorporation ("Certificate of Incorporation") of said
Corporation, declaring said amendment to be advisable and directing that the
proposed amendment be considered at the next annual meeting of the stockholders
of said Corporation for consideration thereof. The resolution setting forth the
proposed amendment is as follows:

            RESOLVED, that the Certificate of Incorporation of this Corporation
be amended by replacing the second and third sentences of Article IV, Section A
with the following sentences:

            "The total number of shares which the Corporation is authorized to
issue is Two Hundred Five Million (205,000,000) shares. Two Hundred Million
(200,000,000) shares, par value $0.01 per share, shall be Common Stock and Five
Million (5,000,000) shares, par value $0.01 per share, shall be Preferred
Stock."

            SECOND: That the foregoing amendment has been duly adopted by the
stockholders in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

            IN WITNESS WHEREOF, the Corporation has caused this certificate to
be signed this 31st day of July, 2000 by Isaak Karaev, its Chief Executive
Officer and Chairman of the Board of Directors.


                                    By:   /s/ ISAAK KARAEV
                                          ------------------------
                                          Isaak Karaev
                                          Chief Executive Officer