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                                                                     Exhibit 3.2

                           CERTIFICATE OF AMENDMENT
                                      to
                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      of
                                 BANCTEC, INC.


                  UNDER SECTION 242 OF THE DELAWARE GENERAL CORPORATION LAW,

                  BANCTEC, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

                  FIRST: that the following resolutions were duly adopted by
unanimous written consent of the Board of Directors of the Corporation, setting
forth proposed amendments to the Certificate of Incorporation of the
Corporation; determining that the capital of the Corporation will not be
decreased on account of such amendment; and declaring such amendments to be
advisable and directing that such amendments be submitted to the stockholders of
the Corporation for their approval. The resolutions are as follows:

                  "RESOLVED, that there is hereby adopted an amendment to the
         Corporation's Amended and Restated Certificate of Incorporation
         pursuant to which the authorized capital stock of the Corporation shall
         be changed from 32,000,000 shares, consisting of 1,000,000 shares of
         Preferred Stock, $.01 par value ("Preferred Stock"), 30,000,000 shares
         of Common Stock, $.01 par value ("Common Stock"), and 1,000,000 shares
         of Class A Common Stock, $.01 par value ("Class A Common Stock"), to
         33,000,000 shares, consisting of 1,000,000 shares of Preferred Stock,
         30,000,000 shares of Common Stock and 2,000,000 shares of Class A
         Common Stock; and, in connection with such change, the first paragraph
         of Article FOURTH of the Amended and Restated Certificate of
         Incorporation of the Corporation shall be amended to read in its
         entirety as follows:

                  "FOURTH: The total number of shares of all classes of stock
         which the Corporation shall have authority to issue is 33,000,000
         shares, consisting of 1,000,000 shares of Preferred Stock, $.01 par
         value ("Preferred Stock"), 30,000,000 shares of Common Stock, $.01 par
         value ("Common Stock"), and 2,000,000 shares of Class A Common Stock,
         $.01 par value ("Class A Common Stock")."

                  RESOLVED that the Board of Directors determines that the
         capital of the Corporation will not be decreased on account of the
         foregoing amendment, declares the foregoing amendment to the
         Corporation's Amended and Restated Certificate of Incorporation to be
         advisable and directs that the amendment be submitted to the
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         stockholders of the Corporation for their approval pursuant to Section
         242(b) of the General Corporation Law of the State of Delaware."

                  SECOND: that the Amendment of the Amended and Restated
Certificate of Incorporation effected by this Certificate was duly authorized by
the stockholders of the Corporation, after first having been declared advisable
by the Board of Directors of the Corporation, all in accordance with the
provisions of Sections 228 and 242 of the General Corporation Law of the State
of Delaware.

                  THIRD:  that the capital of the Corporation will not be
reduced under, or by reason of, the foregoing amendments to the Amended and
Restated Certificate of Incorporation of the Corporation.

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               IN WITNESS WHEREOF, BANCTEC, INC., has caused this certificate to
be signed by Tod V. Mongan, its Senior Vice President, Secretary and General
Counsel, who hereby acknowledges under penalties of perjury that the facts
herein stated are true and that this certificate is his act and deed, this
_______ day of February, 2000.


                                     BANCTEC, INC.


                                         _______________________________________
                                     By:   Tod V. Mongan
                                           Senior Vice President, Secretary and
                                           General Counsel

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