Exhibit 3.3

                            CERTIFICATE OF AMENDMENT

                       TO THE FOURTH AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               theglobe.com, inc.

      the globe.com, 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 adopted resolutions
proposing and declaring advisable the following amendment to the Fourth Amended
and Restated Certificate of Incorporation of the Corporation (the "Amendment"),
declaring said Amendment to be advisable and in the best interests of the
Corporation.

1. Section IV of the Fourth Amended and Restated Certificate of Incorporation of
the Corporation shall be amended to read as follows:

                                       IV

            A. Authorized Capital Stock. The aggregate number of shares of
capital stock which the Corporation shall have authority to issue is two hundred
three million (203,000,000) shares divided into the following classes:

                  1. Two hundred million (200,000,000) shares of Common Stock
each having a par value of one-tenth of one cent ($0.001) per share (the "Common
Stock"). Each share of Common Stock shall entitle the holder thereof to one vote
in person or by proxy on all matters submitted to a vote of the stockholders of
the Corporation; and

                  2. Three million (3,000,000) shares of Preferred Stock, each
having a par value of one-tenth of one cent ($0.001) per share (the "Preferred
Stock").

            SECOND: That thereafter, pursuant to resolution of its Board of
Directors, and at the annual meeting of the stockholders of the Corporation, the
necessary number of shares as required by statute were voted in favor of the
Amendment.

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

            FOURTH: That this Certificate of Amendment of the Fourth Amended and
Restated Certificate of Incorporation shall be effective when filed with the
Delaware Secretary of State.







      IN WITNESS WHEREOF, the undersigned, being the President of the
Corporation, has caused this Certificate of Amendment to be signed on this 28th
day of July, 2003.

                                                        theglobe.com, inc.


                                                        /s/  Edward A. Cespedes
                                                        -----------------------
                                                        By   Edward A. Cespedes
                                                        Its: President


                                       2