Exhibit 3.2


                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 09/11/2002


                            CERTIFICATE OF AMENDMENT
                       TO THE FOURTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                              OF THEGLOBE.COM, INC.

theglobe.com, inc., 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 said  corporation,  adopted a resolution
proposing  and  declaring  advisable  the  following  amendment  to  the  Fourth
Amendment and Restated Certificate of Incorporation of said corporation. Section
1 of Article V of the Fourth Amendment and Restated Certificate of Incorporation
of  theglobe.com,  inc. is hereby  amended to read in its  entirety as set forth
below.

1.    The  management  of the  business  and the  conduct of the  affairs of the
      Corporation  shall be vested in its board.  The number of directors  which
      shall constitute the whole Board shall be not less than one (1).

SECOND: The foregoing amendment was duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware.

In witness whereof, the undersigned, being the President of the Corporation, has
caused this Certificate of Amendment to be signed on this 10th day of September,
2002.

                                    THEGLOBE.COM, INC.
                                    /s/ Edward A.  Cespedes
                                    ------------------------
                                    Edward A.  Cespedes