CERTIFICATE OF DESIGNATION



                                      of



                        9% CONVERTIBLE PREFERRED STOCK



                                      of



                     NORTHPOINT COMMUNICATIONS GROUP, INC.





            Pursuant to Section 151 of the General Corporation Law

                           of the State of Delaware





     NorthPoint Communications Group, Inc., a Delaware corporation (the

"Corporation"), certifies that pursuant to the authority contained in its Fourth

Amended and Restated Certificate of Incorporation, as amended (the "Restated

Certificate of Incorporation"), and in accordance with the provisions of Section

151 of the General Corporation Law of the State of Delaware, its Board of

Directors (the "Board of Directors") has adopted the following resolution

creating a series of its Preferred Stock, par value $0.001 per share, designated

as 9% Convertible Preferred Stock:



     RESOLVED, that a series of authorized Preferred Stock, par value $0.001 per

share, of the Corporation be hereby created, and that the designation and amount

thereof and the voting powers, preferences and relative, participating, optional

and other special rights of the shares of such series, and the qualifications,

limitations or restrictions thereof are as follows:



      Section 1.  Designation and Amount; Rank.

                  ----------------------------

{PAGE}



          (1)    Designation and Amount.  The shares of such series shall be

                 ----------------------

designated as the "9% Convertible Preferred Stock" (the "Convertible Preferred

Stock") and the number of shares constituting such series shall be 1,500,000

shares of Convertible Preferred Stock.  Section 10 contains the definitions of

certain defined terms used herein.



          (2)    Rank.  The Convertible Preferred Stock shall, with respect to

                 ----

dividend distributions and distributions upon liquidation, winding-up and

dissolution, whether voluntary or involuntary, of the Corporation, whether now

or hereafter issued, rank senior to all Junior Stock.



     Section 2.  Dividends and Distributions.

                 ---------------------------



          (1)    Entitlement; Accrual; Payment.  The holders of shares of

                 -----------------------------

Convertible Preferred Stock shall be entitled to receive on each Dividend

Payment Date in respect of the Dividend Period ending on (and including) the

date prior to such Dividend Payment Date accrued dividends payable in additional

shares of Convertible Preferred Stock on each such Dividend Payment Date equal

to the then PIK Percentage of the Stated Amount of each share of the then

outstanding Convertible Preferred Stock; provided that with respect to the

Initial Dividend Period, the dividends set forth above shall be prorated based

on the number of days in such period.  Any reference herein to "accrued

dividends" or similar phrases means that such dividends are fully cumulative and

accumulate and accrue on a daily basis (computed on the basis of a 360-day year

of twelve 30-day months) and compound quarterly on the Dividend Payment Dates at

the rate indicated above (the "Dividend Rate") and in the manner set forth

herein, whether or not they have been declared and whether or not there are

profits, surplus or other funds of the Corporation legally available for the

payment of dividends.  All dividends payable in additional shares of Convertible

Preferred Stock shall be paid through the issuance of additional shares of

Convertible Preferred Stock (including fractional shares) at the Stated Amount.



          (2)    Issuance of Dividend Shares.  All dividends paid in additional

                 ---------------------------

shares of Convertible Preferred Stock shall be deemed issued on the applicable

Dividend Payment Date and will thereupon be duly authorized, validly issued,

fully paid and nonassessable and free and clear of all liens and charges.



                                       2

{PAGE}



          (3)    Priority With Respect to Junior Stock and Other Issuances of

                 ------------------------------------------------------------

Preferred Stock.

---------------



                 (1)     Holders of shares of Convertible Preferred Stock shall

be entitled to receive the dividends provided for in Section 2(a) in preference

to and in priority over any dividends upon any of the Junior Stock.



                 (2)     So long as any share of the Convertible Preferred Stock

is outstanding, the Corporation shall not declare, pay or set apart for payment

any dividend on any of the Junior Stock or make any payment on account of, or

set apart for payment money for a sinking or other similar fund for, the

purchase, redemption or other retirement of, any of the Junior Stock or any

warrants, rights, calls or options exercisable for or convertible into any of

the Junior Stock whether in cash, obligations or shares of the Corporation or

other property (other than in exchange for Junior Stock), and shall not permit

any corporation or other entity directly or indirectly controlled by the

Corporation to purchase or redeem any of the Junior Stock or any such warrants,

rights, calls or options (other than in exchange for Junior Stock).



                 (3)     So long as any share of the Convertible Preferred Stock

is outstanding, the Corporation shall not, without the consent of the holders of

a majority of the then issued and outstanding shares of Convertible Preferred

Stock, issue (i) any class of Capital Stock of the Corporation or series of

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