<PAGE>   1

                                                                     EXHIBIT 3.4


                              Amendment No 2 to the
                              Amended and Restated
                          Certificate of Incorporation
                     Pursuant to Sections 245 and 303 of the
                General Corporation Law of the State of Delaware
                   By and on behalf of MAI Systems Corporation


        MAI Systems Corporation, a Delaware corporation organized and existing
under and by virtue of the laws of the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify that:

        1. The Board of Directors of the Corporation duly adopted a resolution
setting forth and declaring advisable the amendment of Articles FOURTH and FIFTH
of the Corporation's Certificate of Incorporation so that, as amended, said
Articles shall read in their entirety as follows:

        FOURTH: In accordance with the provisions of Section 303 of the General
Corporation Law of the State of Delaware, the authorized capital stock of all
classes of the Corporation shall consist of 25,000,000 shares at a par value of
$0.01 per share.

        FIFTH: The shares of capital stock which the Corporation shall have
authority to issue shall be divided into 1,000,000 shares of Preferred Stock, at
a par value of $0.01 each, and 24,000,000 shares of Common Stock, at a par value
of $0.01 each.

        Shares of Preferred Stock may be issued in one or more series from time
to time by the Board of Directors, and the Board of Directors is expressly
authorized to fix by resolution or resolutions the designations and the powers,
preferences and rights, and the qualifications, limitations and restrictions
thereof, of the shares of each series of Preferred Stock, including without
limitation the following:

        (a) the distinctive serial designation of such series which shall
            distinguish it from other series;

        (b) the number of shares included in such series;

        (c) the dividend rate (or method of determining such rate) payable to
            the holders of the shares of such series, any conditions upon which
            such dividends shall be paid and the date or dates upon which such
            dividends shall be payable;

        (d) whether dividends on the shares of such series shall be cumulative
            and, in the case of shares of any series having cumulative dividend
            rights, the date or dates or method of determining the date or dates
            from which dividends on the shares of such series shall be
            cumulative;

        (e) the amount or amounts which shall be payable out of the assets of
            the Corporation to the holders of the shares of such series upon
            voluntary or involuntary liquidation, dissolution or winding up the
            Corporation, and the relative rights of priority, if any, of payment
            of the shares of such series;

        (f) the price or prices at which, the period or periods within which and
            the terms and conditions upon which the shares of such series may be
            redeemed, in whole or in part, at the option of the Corporation or
            at the option of the holder or holders thereof or upon the happening
            of a specified event or events;


<PAGE>   2

        (g) the obligation, if any, of the Corporation to purchase or redeem
            shares of such series pursuant to a sinking fund or otherwise and
            the price of prices at which, the period or periods within which and
            the terms and conditions upon which the shares of such series shall
            be redeemed or purchased in whole of in part, pursuant to such
            obligation;

        (h) whether or not the shares of such series shall be convertible or
            exchangeable, at any time or times at the option of the holder or
            holders thereof or at the option of the Corporation or upon the
            happening of a specified event or events, into shares of any other
            class or classes or any other series of the same of any other class
            or classes of stock of the Corporation, and the price or prices or
            rate or rates of exchange or conversion and any adjustments
            applicable thereto; and

        (i) whether or not the holders of the shares of such series shall have
            voting rights, in addition to the voting rights provided by law, and
            if so the terms of such voting rights. The number of authorized
            shares of any class or series of Preferred Stock may be increased or
            decreased (but not below the number of shares thereof then
            outstanding) by the affirmative vote of the holders of a majority of
            the stock of the Corporation entitled to vote thereon, irrespective
            of the provisions of Section 242(b)(2) of the General Law of the
            State of Delaware or any corresponding provision hereafter enacted.

        2.  The foregoing amendment has been duly adopted by the favorable vote
of the holders of a majority of the outstanding stock entitled to vote thereon
in accordance with the provisions of Section 242 of the General Corporation Law
of the State of Delaware.

IN WITNESS WHEREOF, MAI systems Corporation has caused this certificate to be
signed by Lewis H. Stanton, its Secretary, on the 20th of May, 1997.

MAI Systems Corporation


By:
    ---------------------------------
    Name: Lewis H. Stanton
    Title: Secretary