Exhibit 3.1.2

                        CERTIFICATE OF AMENDMENT TO THE
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                            RARE MEDIUM GROUP, INC.

         Rare Medium Group, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"Company") does hereby certify:

         FIRST: By requisite vote of the Board of Directors of the Company,
resolutions were adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation of the Company, declaring such amendment to be
advisable and directing that the proposed amendment be submitted to the
stockholders for their approval.

         SECOND: The following amendment to the Restated Certificate of
Incorporation was approved in accordance with Section 242 of the General
Corporation Law of the State of Delaware.

         1. The Restated Certificate of Incorporation is hereby amended by
inserting the following new paragraph to the end of Article FOURTH thereof,
which new paragraph shall read as follows:

         "Upon the filing and effectiveness (the "Effective Time") pursuant to
the General Corporation Law of the State of Delaware of the Certificate of
Amendment to the Restated Certificate of Incorporation that amended the
Restated Certificate of Incorporation by adding this paragraph hereto, each
ten (10) shares of the Common Stock and the Non-Voting Common Stock issued and
outstanding immediately prior to the Effective Time shall automatically be
combined into one (1) validly issued, fully paid and non-assessable share of
the Common Stock and Non-Voting Common Stock, respectively, without any action
by the holder thereof, subject to the treatment of fractional interests as
described below. Stockholders who, immediately prior to the Effective Time,
own a number of shares of Common Stock or Non-Voting Common Stock, as the case
may be, which is not evenly divisible by ten (10) shall, with respect to such
fractional interest, be entitled to receive cash from the Company in lieu of
fractional shares of Common Stock or Non-Voting Common Stock, as the case may
be, equal to such fraction of a share of Common Stock or Non-Voting Common
Stock, as the case may be, multiplied by the fair market value of a share of
Common Stock or Non-Voting Common Stock, as the case may be, as determined in
good faith by the Board of Directors. Each certificate that prior to such
combination represented shares of Common Stock or Non-Voting Common Stock, as
the case may be ("Old Certificates"), shall thereafter represent that number
of shares of Common Stock or Non-Voting Common Stock, as the case may be, into
which the shares of Common Stock or Non-Voting Common Stock, as the case may
be, represented by the Old Certificate shall have been combined (and, if
applicable, the right to receive cash in lieu of fractional shares); provided
that each person holding of record an Old Certificate shall receive, upon
surrender of such Old Certificate, a new certificate or certificates
evidencing and representing the number of shares of Common Stock or Non-Voting
Common Stock, as the case may be (and, if applicable, cash in lieu of
fractional shares), to which such person is entitled under the foregoing
combination."

         THIRD: This Certificate of Amendment shall become effective as of
July 18, 2002 at 9 a.m.



         IN WITNESS WHEREOF, the Company has caused this Certificate of
Amendment to be executed this 17th day of July, 2002.


                                         RARE MEDIUM GROUP, INC.


                                         By:  /s/ Robert C. Lewis
                                              -----------------------------
                                         Name:  Robert C. Lewis
                                         Title: Senior Vice President, General
                                                Counsel and Secretary