[STAMP]
                                                                   EXHIBIT 3.1

                           CERTIFICATE OF AMENDMENT

                     TO THE CERTIFICATE OF INCORPORATION

                                      OF

                               NETGATEWAY, INC.

     Netgateway, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

     FIRST:  That the Board of Directors of the Corporation, at a meeting
held on March 7, 2000, adopted a resolution proposing and declaring advisable
an amendment to the Certificate of Incorporation of the Corporation and
directed that said amendment be submitted for the consideration at a special
meeting of the Corporation's stockholders. The proposed amendment is as
follows:

          That the Corporation's Certificate of Incorporation be amended to
     increase the total number of shares of Common Stock that the Corporation
     is authorized to issue to two hundred fifty million (250,000,000) shares
     of Common Stock, to be effected by deleting Section A of Article IV in
     its entirety and inserting the following in lieu thereof:

          A.  The aggregate number of shares which the Corporation shall have
     authority to issue is 255,000,000, par value $.001 per share, of which
     250,000,000 shall be designated Common Shares and 5,000,000 shares shall
     be designated Preferred Shares.

     SECOND:  That thereafter, at a special meeting of stockholders of the
Corporation duly held on May 24, 2000, upon notice and in accordance with
Section 222 of the General Corporation Law of the State of Delaware, the
necessary number of shares as required were voted in favor of the amendment.

     THIRD:  That the aforesaid amendment was duly adopted in accordance with
the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.

     FOURTH:  That this Certificate of Amendment of the Certificate of
Incorporation shall be effective on the date of filing with the Secretary of
the State of Delaware.



     IN WITNESS WHEREOF, said Netgateway, Inc. has caused this Certificate to
be signed by Craig S. Gatarz, its General Counsel and Secretary, and attested
by Donald M. Corliss, Jr., its President and Chief Operating Officer, this
26th day of May, 2000.

NETGATEWAY, INC.

By:      /s/ CRAIG S. GATARZ
       -------------------------------------
       Craig S. Gatarz
       General Counsel and Secretary



Attest:  /s/ DONALD M. CORLISS, JR.
       -------------------------------------
       Donald M. Corliss, Jr.
       President and Chief Operating Officer