EXHIBIT 3.1.2


                            CERTIFICATE OF AMENDMENT
                                       OF
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

        Henry T. Nicholas III and David A. Dull hereby certify that:

        1.      They are the President and Secretary, respectively, of Broadcom
Corporation, a California corporation.

        2.      Section A.1 of Article III of the Amended and Restated Articles
of Incorporation of this corporation (the "Articles") is hereby amended in its
entirety to read as follows:

                "1.     Classes of Stock. This corporation is authorized to
        issue three classes of stock to be designated, respectively, "Class A
        Common Stock," "Class B Common Stock" and "Preferred Stock." The Class A
        Common Stock and Class B Common Stock are hereinafter referred to
        collectively as "Common Stock." The total number of shares of stock
        which the corporation is authorized to issue is Six Hundred and Ten
        Million (610,000,000) shares. Four Hundred Million (400,000,000) shares
        shall be Class A Common Stock, par value $.0001 per share, Two Hundred
        Million (200,000,000) shares shall be Class B Common Stock, par value
        $.0001 per share, and Ten Million (10,000,000) shares shall be Preferred
        Stock, par value $.0001 per share."

        3.      Section B.2.c of Article III of the Articles is hereby amended
in its entirety to read as follows:

                c.      The holders of shares of Class A Common Stock and the
        holders of shares of Class B Common Stock shall vote together as one
        class on all matters submitted to a vote of shareholders of the
        corporation, except (i) in the case of a proposed issuance of shares of
        Class B Common Stock, which issuance shall require the affirmative vote
        of the holders of a majority of the outstanding shares of Class B Common
        Stock, voting separately as a class; provided, however, that such
        approval shall not be required if the issuance of the Class B Common
        Stock has been approved by at least two-thirds of the members of the
        Board of Directors, then in office; and (ii) as otherwise required by
        applicable law.

        4.      The foregoing amendment of the Articles has been duly approved
by the Board of Directors.



        5.      The foregoing amendment of the Articles has been duly approved
by the required vote of the shareholders in accordance with Section 903 of the
California Corporations Code. As of the date of this Certificate, the
corporation had outstanding 55,174,529 shares of Class A Common Stock,
49,396,016 shares of Class B Common Stock, and no shares of Preferred Stock.
The number of shares voting in favor of the foregoing amendments equaled or
exceeded the vote required for approval, such required vote being a majority of
the voting power of the outstanding shares of Class A Common Stock and Class B
Common Stock, voting together as a class, and a majority of the outstanding
shares of the Class B Common Stock, voting as a single class.



        The undersigned further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this Certificate are
true and correct of our own knowledge.

DATED: December 28, 1999                        /s/ HENRY T. NICHOLAS III
                                                --------------------------------
                                                Henry T. Nicholas III,
                                                President


                                                /s/ DAVID A. DULL
                                                --------------------------------
                                                David A. Dull, Secretary