EXHIBIT 3.2
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
DYNAGEN, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the "Corporation")
is DynaGen, Inc.
2. The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting the first paragraph of Paragraph 4 thereunder and
inserting in its place the following paragraph:
4. The total number of shares of stock which the
corporation shall have authority to issue is 135,000,000
shares, consisting of 125,000,000 shares of common stock,
having a par value of $0.01 per share (the "Common Stock"),
and 10,000,000 shares of preferred stock, having a par value
of $0.01 per share (the "Preferred Stock").
3. The amendment to the Restated Certificate of Incorporation herein
certified has been duly adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, DynaGen, Inc. has caused this certificate to be
signed by C. Robert Cusick, its President, thereto duly authorized, this 31st
day of May, 2000.
DYNAGEN, INC.
By: /s/ C. Robert Cusick
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C. Robert Cusick
President
