EXHIBIT 3.2

                          CERTIFICATE OF AMENDMENT OF

                           ARTICLES OF INCORPORATION

                             OF RAMP NETWORKS, INC.

     The undersigned, Mahesh Veerina and Tae Hea Nahm, hereby certify that:

     ONE:  They are the duly elected and acting President and Assistant
Secretary, respectively, of this corporation.

     TWO:  Article III(A) of the Articles of Incorporation of the corporation is
amended in its entirety as follows:

     "A.  Authorized Stock.  The corporation is authorized to issue two classes
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of stock to be designated, respectively, "Common Stock" and "Preferred Stock".
The total number of shares which the corporation is authorized to issue is
Fifty-Nine Million Seven Hundred Ten Thousand Eight Hundred Forty-One  
(59,710,841) shares.  The number of shares of Preferred Stock authorized to be
issued is Nineteen Million Seven Hundred Ten Thousand Eight Hundred Forty-one 
(19,710,841) shares, having no par value, of which Seven Million Nine Hundred
Ninety-Six Thousand Three Hundred Twelve (7,996,312) shares shall be designated
as Series A Preferred Stock, Four Million Three Hundred Fifty-Eight Thousand
Three Hundred Fifty-Six (4,358,356) shares shall be designated as Series B
Preferred Stock, Two Million Nine Hundred Eighty-One Thousand Nine Hundred
Twelve (2,981,912) shares shall be designated as Series C Preferred Stock, and
Four Million Three Hundred Seventy-Four Thousand Two Hundred Sixty-One
(4,374,261) shares shall be designated as Series D Preferred Stock. The number
of shares of Common Stock authorized to be issued is Forty Million (40,000,000)
shares, having no par value."

     THREE: The foregoing amendment has been approved by the Board of Directors
of the Corporation.

     FOUR: The foregoing amendment was approved by the holders of the requisite
number of shares of this corporation in accordance with paragraphs 902 and 903
of the California General Corporation Law.  The total number of outstanding
shares entitled to vote with respect to the foregoing amendment was 7,289,411
Common Shares, 7,996,312 shares of Series A Preferred Stock, 4,358,356 shares of
Series B Preferred Stock, 2,956,082 shares of Series C Preferred Stock and
4,208,863 shares of Series D Preferred Stock.  The number of shares voting in
favor of the foregoing amendment equaled or exceed the vote required, such
required vote being a majority of the outstanding shares of Common Stock and
Preferred Stock, each voting separately as a class, and holders of a majority of
the Series C Preferred Stock, voting separately.

 
     We further declare under penalty of perjury under the laws of the State of
California that we have read the foregoing Amendment of Articles of
Incorporation and know the contents thereof and that the same are true of our
own knowledge.



Dated:  November 17, 1998


                         /s/ Mahesh Veerina
                         ____________________________________
                         Mahesh Veerina, President

                         /s/ Tae Hea Nahm
                         ____________________________________
                         Tae Hea Nahm, Assistant Secretary

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