1
                                                                     EXHIBIT 3.6

                            CERTIFICATE OF AMENDMENT

                                       OF

             FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                HANDSPRING, INC.

     Handspring, Inc., a Delaware corporation (the "Company"), does hereby
certify that the following amendment to the Company's First Amended and Restated
Certificate of Incorporation has been duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law, with the
approval of such amendment by the Company's stockholders having been given by
written consent without a meeting in accordance with Sections 228(d) and 242 of
the Delaware General Corporation Law:

     The first paragraph of Article IV of the First Amended and Restated
Certificate of Incorporation, relating to the capitalization of the Company, is
amended to read in its entirety as follows:

                                   ARTICLE IV

"The total number of shares of all classes of capital stock which the
corporation has authority to issue is 166,800,000 shares, consisting of two
classes: (i) 157,500,000 shares of Common Stock, par value $0.001 per share and
(ii) 9,300,000 shares of Preferred Stock, par value $0.001 per share. Of the
9,300,000 shares of Preferred Stock authorized to be issued by the corporation,
(i) 8,300,000 shares are hereby designated "Series A Preferred Stock" and (ii)
1,000,000 shares are hereby designated "Series B Preferred Stock." The rights,
preferences, privileges and restrictions granted to and imposed upon the Series
A Preferred Stock, the Series B Preferred Stock, and the Common Stock are set
forth below. The Common Stock of the corporation outstanding on the effective
date of this amendment is hereby split and converted into three (3) shares for
each two (2) shares of Common Stock held. No fractional shares shall be issued
in connection with the foregoing stock split; all shares of Common Stock held by
a stockholder will be aggregated subsequent to the foregoing split, and each
fractional share resulting from such aggregation shall be rounded down to the
nearest whole share. In lieu of any fractional share to which such stockholder
would otherwise be entitled, the Company shall pay such stockholder cash equal
to the product of such fraction multiplied by the Common Stock's fair market
value as determined in good faith by the Board as of the effective date of this
amendment."
   2

     IN WITNESS WHEREOF, said Company has caused this Certificate of Amendment
to be signed by its duly authorized officer this 30th day of May, 2000 and the
foregoing facts stated herein are true and correct.

                                       HANDSPRING, INC.


                                       By: /s/ BERNARD J. WHITNEY
                                          -----------------------
                                          Bernard J. Whitney
                                          Chief Financial Officer and Secretary





                                       2