EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT OF

                    RESTATED CERTIFICATE OF INCORPORATION OF

                           TRIDENT MICROSYSTEMS, INC.

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

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Corporation
resolutions were duly adopted setting forth a proposed amendment to the
Corporation's Restated Certificate of Incorporation, declaring said amendment to
be advisable and calling a meeting of the stockholders of the Corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:

      "RESOLVED, that, subject to stockholder approval, Section A of Article
      Fourth of the Restated Certificate of Incorporation of the Corporation is
      hereby amended to read in its entirety as follows:

      "The total number of shares of all classes of stock which the Corporation
      shall have authority to issue is Sixty Million Five Hundred Thousand
      (60,500,000), which consists of 60,000,000 shares of Common Stock with par
      value of $.001 per share and 500,000 shares of Preferred Stock with par
      value of $.001 per share."

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a
special meeting of the stockholders of the Corporation was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That the capital of the Corporation shall not be reduced under or by
reason of said amendment.



IN WITNESS WHEREOF, The Corporation has caused this Certificate of Amendment to
be signed by the Corporation's President and Chief Executive Officer this 17th
day of March, 2004.

                                          TRIDENT MICROSYSTEMS, INC.

                                          By:___________________________________
                                             Frank C. Lin, President and Chief
                                             Executive Officer