PHONE COM INC
S-4, EX-3.6, 2000-08-31
PREPACKAGED SOFTWARE
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                                                                    EXHIBIT 3.6



                         CERTIFICATE OF AMENDMENT OF
                         CERTIFICATE OF INCORPORATION

                                      OF

                                PHONE.COM, INC.

        The undersigned hereby certifies that:

        1.    He is the duly elected and acting Vice President, Chief Financial
Officer and Treasurer of Phone.com, Inc., a Delaware corporation.

        2.    The original name of this corporation was Libris, Inc. and the
date of filing the original Certificate of Incorporation of this corporation
with the Secretary of State of the State of Delaware is December 16, 1994.

        3.    Pursuant to Section 242 of the General Corporation Law of the
State of Delaware, this Certificate of Amendment of Certificate of Incorporation
amends Article IV, Section (A) of this corporation's Certificate of
Incorporation to read in its entirely as follows:

        "(A)  Classes of Stock. The Corporation is authorized to issue two
              ----------------
classes of stock to be designated, respectively, "Common Stock" and "Preferred
                                                  ------------       ---------
Stock." The total number of shares which the Corporation is authorized to issue
-----
is 255,000,000 shares, each with a par value of $0.001 per share. 250,000,000 of
such shares shall be Common Stock, and 5,000,000 of such shares shall be
Preferred Stock."

        4.    The foregoing Certificate of Amendment has been duly adopted by
this corporation's Board of Directors and stockholders in accordance with the
applicable provisions of Section 242 of the General Corporation Law of the State
of Delaware.

        Executed at Redwood City, California, December 29, 1999.




                                              /s/   Alan Black
                                              ---------------------------------
                                              Alan Black, Vice President, Chief
                                              Financial Officer and Treasurer


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