<PAGE>
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
COMMERCE ONE, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Robert M. Kimmitt and Robert M. Tarkoff each hereby certifies:
(1) They are the President and Secretary, respectively, of Commerce
One, Inc., a corporation organized and existing under the General Corporation
Law of the State of Delaware (the "General Corporation Law");
(2) The first paragraph of Article Fourth of the Amended and Restated
Certificate of Incorporation of this corporation, originally filed on March 24,
1999 and amended and restated on July 17, 1999, is hereby amended to read as
follows:
First: The Corporation is authorized to issue two classes of
stock to be designated respectively Common Stock and
Preferred Stock. The total number of shares of all
classes of stock which the Corporation has authority
to issue is Nine Hundred Ninety Million
(990,000,000), consisting of Nine Hundred Fifty
Million (950,000,000) shares of Common Stock, $0.0001
par value (the "Common Stock"), and Forty Million
(40,000,000) shares of Preferred Stock, $0.0001 par
value (the "Preferred Stock").
(3) This Certificate of Amendment to the Amended and Restated
Certificate of Incorporation has been duly adopted by the Board of Directors of
this Corporation in accordance with Sections 242 and 245 of the General
Corporation Law.
(4) This Amended and Restated Certificate of Incorporation has been
duly approved, in accordance with Section 242 of the General Corporation Law, by
vote of the holders of a majority of the outstanding stock entitled to vote
thereon.
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IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment to the Amended and Restated Certificate of Incorporation on this
17TH day of June, 2000.
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/S/ ROBERT M. KIMMITT
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Robert M. Kimmitt
President
/S/ ROBERT M. TARKOFF
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Robert M. Tarkoff
Secretary
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