Omnipoint Corp/DE – ‘S-3’ on 6/30/98 – EX-3.2

As of:  Tuesday, 6/30/98   ·   Accession #:  928385-98-1336   ·   File #:  333-58155

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Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3         Omnipoint Form S-3                                    49    301K 
 2: EX-3.2      Certificate of Amendment                               1      6K 
 3: EX-5.1      Opinion of Counsel                                     2±     8K 
 4: EX-23       Consent of Independent Accountants                     1      5K 

EX-3.2   —   Certificate of Amendment

EX-3.2
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                                                                   EXHIBIT 3.2

CERTIFICATE OF AMENDMENT  
TO  
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION 
OF  
OMNIPOINT COPRORATION 

Pursuant to Section 242 of the General Corporation Law of the State of  
Delaware  

Omnipoint Corporation (the "Corporation"), a corporation organized and      
existing under and by virtue of the General Corporation Law of the State of     
Delaware, does hereby certify as follows:                                       

FIRST: In accordance Section 141(f) of the General Corporation Law of the   
State of Delaware, the Board of Directors of the Corporation adopted            
resolutions pursuant to Section 242 of the General Corporation Law of the       
State of Delaware, setting forth an amendment to the Certificate of             
Incorporation of the Corporation and declaring said amendment to be advisable.  
The stockholders of the Corporation, duly approved the proposed amendment by    
the affirmative vote of the holders of at least a majority of the Common Stock  
at the Annual Meeting of Stockholders in accordance with Sections 211 and 242   
of the General Corporation Law of the State of Delaware. The resolution         
setting forth the amendment is as follows:                                      

RESOLVED: That paragraph A. of Article FOURTH of the Amended and Restated   
Certificate of Incorporation of the Corporation be deleted in its entirety and  
the following paragraph shall be inserted in lieu thereof:                      

Authorized Capital. The total number of shares of stock which the           
Corporation shall have authority to issue is (i) 200,000,000 shares of      
Common Stock, $0.01 par value per share and (ii) 10,000,000 shares of       
Preferred Stock, $0.01 par value per share.                                 

SECOND: This amendment to the Amended and Restated Certificate of           
Incorporation shall be effective as of the date set forth below.                

THIRD: The foregoing amendment to the Amended and Restated Certificate of   
Incorporation has been advised by the Board and approved by the holders of at   
least a majority of the outstanding capital stock of the Corporation.           

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed
by Douglas G. Smith, President, this 27th day of May, 1998.                     

                                        /s/ Douglas G. Smith
                                         -------------------------------------
                                         Douglas G. Smith, President