MULTEX COM INC
10-Q, EX-3.1, 2000-08-14
COMPUTER PROCESSING & DATA PREPARATION
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I.   Exhibit 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                MULTEX.COM, INC.

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

           DOES HEREBY CERTIFY:

           FIRST:  That  the  Board of  Directors  of the  Corporation  has duly
adopted  resolutions  setting  forth a proposed  amendment  of the  Amended  and
Restated  Certificate of Incorporation  (the "Certificate of  Incorporation") of
said  Corporation,  declaring  said amendment to be advisable and directing that
the  proposed  amendment  be  considered  at  the  next  annual  meeting  of the
stockholders  of said  Corporation  for  consideration  thereof.  The resolution
setting forth the proposed amendment is as follows:

           RESOLVED,  that the Certificate of  Incorporation of this Corporation
           be amended by replacing the second and third sentences of Article IV,
           Section A with the following sentences:

           "The total number of shares that the  Corporation  is  authorized  to
issue is Two Hundred  Five Million  (205,000,000)  shares.  Two Hundred  Million
(200,000,000)  shares, par value $0.01 per share, shall be Common Stock and Five
Million  (5,000,000)  shares,  par value  $0.01 per  share,  shall be  Preferred
Stock."

           SECOND:  That the  foregoing  amendment  has been duly adopted by the
stockholders  in  accordance  with the  provisions of Section 242 of the General
Corporation Law of the State of Delaware.

           IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed this 31st day of July, 2000 by Isaak Karaev,  its Chief Executive Officer
and Chairman of the Board of Directors.


                                          By:   /s/ Isaak Karaev
                                             --------------------------
                                             Isaak Karaev
                                             Chief Executive Officer







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