EXHIBIT 3.2
                                                                    -----------

                            CERTIFICATE OF AMENDMENT

                                       OF

                      RESTATED CERTIFICATE OF INCORPORATION


           Datawatch Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

           FIRST: That, at a meeting of the Board of Directors held on June 1,
2001 the Board of Directors of Datawatch Corporation (the "Corporation") duly
and validly adopted the following resolutions:

RESOLVED:                 That a proposed amendment to the Restated Certificate
                          of Incorporation of the Corporation (the "Amendment"),
                          effecting a change in Article FOURTH thereof so that
                          said Article FOURTH shall be amended as set forth in
                          Exhibit A hereto, is recommended to the stockholders
                          for approval as being advisable in the best interests
                          of the Corporation.

           SECOND:               That the stockholders of the Corporation duly
                                 adopted such resolution at a Special Meeting of
                                 Stockholders held on July 23, 2001, in
                                 accordance with the provisions of Section 211
                                 of the General Corporation Law of the State of
                                 Delaware.

           THIRD:                That the aforesaid amendment was duly adopted
                                 in accordance with the applicable provisions of
                                 Section 242 of the General corporation Law of
                                 the State of Delaware.

IN WITNESS WHEREOF, said Datawatch Corporation, has caused this certificate to
be executed by Robert Hagger, its President and Chief Executive Officer, and
attested to by Alan R. MacDougall, its Vice President of Finance, Chief
Financial Officer, Treasurer and Assistant Secretary, on this 23rd day of July,
2001.


                            DATAWATCH CORPORATION

                            By: /s/ Robert Hagger
                                ---------------------------------------------
                                Name:  Robert Hagger
                                Title:  President and Chief Executive Officer

ATTEST:


By:  /s/ Alan R. MacDougall
     -----------------------------------------------------------
     Name:  Alan R MacDougall
     Title:  Vice President of Finance, Chief Financial Officer,
              Treasurer and Assistant Secretary

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                                                                     Exhibit A
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           The first paragraph of Article FOURTH shall be deleted in its
entirety and replaced with the following two paragraphs:

           Effective upon the filing of a Certificate of Amendment of Restated
Certificate of Incorporation with the Secretary of State of the State of
Delaware (the "Effective Date"), each four and one-half (4.5) shares of Common
Stock, $.01 par value per share (the "Old Common Stock"), then issued and
outstanding or held in the treasury of the Corporation at the close of business
on the Effective Date shall automatically be combined into one (1) share of
Common Stock, $.01 par value per share (the "New Common Stock"), of the
Corporation without any further action by the holders of such shares of Old
Common Stock (and any fractional shares resulting from such exchange will not be
issued but will be rounded up and exchanged from one (1) whole share of New
Common Stock). Each stock certificate representing shares of Old Common Stock
shall thereafter represent that number of shares of New Common Stock into which
the shares of Old Common Stock represented by such certificate shall have been
combined; provided, however, that each person holding of record a stock
certificate or certificates that represented shares of Old Common Stock shall
receive, upon surrender of such certificate or certificates, a new certificate
or certificates evidencing and representing the number of shares of New Common
Stock to which such person is entitled. The New Common Stock issued in this
exchange shall have the same rights, preferences and privileges as the Common
Stock (as defined below).

           The total number of shares of all classes of capital stock which the
Corporation shall have the authority to issue is 21,000,000 shares, consisting
of 20,000,000 shares of Common Stock with a par value of One Cent ($.01) per
share (the "Common Stock"), and 1,000,000 shares of Preferred Stock with a par
value of One Cent ($.01) per share ( the "Preferred Stock").