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                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           EDGE TECHNOLOGY GROUP, INC.


     Edge Technology Group, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: That, in accordance with Section 242 of the General Corporation Law
of the State of Delaware, the Board of Directors of Edge Technology Group, Inc.
duly adopted resolutions approving a 4 to 1 reverse stock split and an amendment
to the Amended and Restated Certificate of Incorporation of said corporation to
reflect such reverse stock split.

     SECOND: That Article Four of the Amended and Restated Certificate of
Incorporation be amended and restated to read in its entirety as follows:

                                  "ARTICLE FOUR

                                  Capital Stock

          A. The Corporation shall have authority to issue a total of twenty
     seven million five hundred thousand (27,500,000) shares, consisting of (a)
     twenty two million five hundred thousand (22,500,000) shares of common
     stock, par value $.01 per share, and five million (5,000,000) shares of
     preferred stock, without par value."

          B. Effective as of 5:00 p.m., Eastern time, on September 1, 2000, all
     outstanding shares of Common Stock held by each holder of record on such
     date shall be automatically combined at the rate of one-for-four without
     any further action on the part of the holders thereof or this Corporation.
     No fractional shares shall be issued and in lieu thereof all fractional
     shares shall be increased to the next higher whole number of shares."

     THIRD: That in accordance with Section 228(a) of the General Corporation
Law of the State of Delaware, the holders of all of the majority of the
outstanding shares of voting stock of Edge Technology Group, Inc. duly adopted
said amendment by written consent.


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     IN WITNESS WHEREOF, Edge Technology Group, Inc. has signed this Certificate
of Amendment to be effective upon filing.


                                               EDGE TECHNOLOGY GROUP, INC.


                                               By: /s/ Pierre Koshakji
                                                  ------------------------------
                                               Name:  Pierre Koshakji
                                                     ---------------------------
                                               Title: CEO and President
                                                     ---------------------------