<PAGE> 1
Exhibit 3.1
Microfilm Number _______________ Filed with the Department of
State on March 29, 2000
Entity Number 2649181
Secretary of the Commonwealth
ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
DSCB: 15-1915 (Rev 90)
In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating to
articles of amendment), the undersigned business corporation, desiring to amend
its Articles, hereby states that:
1. The name of the corporation is: VerticalNet, Inc.
2. The (a) address of this corporation's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and
the county of venue is (the Department is hereby authorized to correct the
following information to conform to the records of the Department):
(a) 700 Dresher Road Horsham PA 19044 Montgomery
-----------------------------------------------------------------------
Number and Street City State Zip County
(b) c/o:___________________________________________________________________
Name of Commercial Registered County
Office Provider
For a corporation represented by a commercial registered office provider,
the county in (b) shall be deemed the county in which the corporation is located
for venue and official publication purposes.
3. The statute by or under which it was incorporated is: Business Corporation
Law of 1998
4. The date of its incorporation is: 07/28/95
5. (Check, and if appropriate complete, one of the following):
_X_ The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.
___ The amendment shall be effective on: _____________________ at
________________________ Date Hour
6. (Check one of the following):
___ The amendment was adopted by the shareholders (or members) pursuant to
15 Pa.C.S. Section 1914(a) and (b).
_X_ The amendment was adopted by the board of directors pursuant to 15
Pa.C.S. Section 1914(c).
7. (Check, and if appropriate complete, one of the following):
___ The amendment adopted by the corporation, set forth in full, is as
follows:
______________________________________________________________________
______________________________________________________________________
______________________________________________________________________
_X_ The amendment adopted by the corporation is set forth in full in
Exhibit A attached hereto and made a part hereof.
<PAGE> 2
DSCB: 15-1915 (Rev 90)-2
8. (Check if the amendment restates the Articles):
___ The restated Articles of Incorporation supersede the original Articles
and all amendments thereto.
IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof
this _____29th__ day of ___March________, 2000 .
VerticalNet, Inc.__________________________
(Name of Corporation)
By: /s/ Christopher G. Kuhn
(Signature)
TITLE: Asst. Secretary & V,P. Legal Affairs
<PAGE> 3
EXHIBIT "A"
SEVENTH; Capital Stock. The aggregate number of shares which the
Corporation shall have authority to issue is 136,787,533 shares, par value of
one cent ($0.01) per share, consisting of:
(a) 126,787,533 shares of Common Stock ("Common Stock"); and
(b) 10,000,000 shares of Preferred Stock.
