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                                                                     EXHIBIT 3.5




                          CERTIFICATE OF CORRECTION OF
                  THE RESTATED CERTIFICATE OF INCORPORATION OF
                                 CYBERGOLD, INC.

         Pursuant to Section 103 (f) of Title 8 of the Delaware Code of 1953, as
amended:

         I, the undersigned, being the duly elected Secretary of Cybergold, Inc.
(the "Company"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware, DO HEREBY CERTIFY:

         RESOLVED, that in the Restated Certificate of Incorporation of this
corporation, as filed May 18, 1999, the par value of the Company's Common Stock
was inadvertently set forth incorrectly, and that the first paragraph of Article
IV thereof should be corrected by changing it to read as follows:

                  "Classes of Stock. This corporation is authorized to issue two
         classes of stock to be designated, respectively, "Common Stock" and
         "Preferred Stock." The total number of shares which the corporation is
         authorized to issue is forty-two million seven hundred thousand
         (42,700,000) shares. Twenty-five million five hundred twenty thousand
         (25,520,000) shares shall be Common Stock, par value $0.0001 per share.
         Seventeen million one hundred eighty thousand (17,180,000) shares shall
         be Preferred Stock, par value $0.0001 per share, of which three million
         one hundred eighty-five thousand (3,185,000) shares shall be designated
         Series A Preferred Stock, two million one hundred forty-four thousand
         nine hundred seventy-one (2,144,971) shares shall be designated Series
         B Preferred Stock, eight million twenty-nine (8,000,029) shares shall
         be designated Series C Preferred Stock and three million eight hundred
         fifty thousand (3,850,000) shares shall be designated Series D
         Preferred Stock."

                  IN WITNESS WHEREOF, the undersigned has signed this
Certificate this 15th day of June, 1999.

                                        /s/ A. Nathaniel Goldhaber
                                        ---------------------------
                                            A. Nathaniel Goldhaber,
                                            President and Secretary