EXHIBIT 3

        AMENDMENT NO. 1 TO

                           STATEMENT OF RESOLUTION
                     ESTABLISHING SERIES OF PREFERRED STOCK
                                       OF
                                MICROGRAFX, INC.

TO THE SECRETARY OF STATE
OF THE STATE OF TEXAS:

     PURSUANT TO THE PROVISIONS OF ARTICLE 2.13 OF THE TEXAS BUSINESS
CORPORATION ACT, THE UNDERSIGNED CORPORATION SUBMITS THE FOLLOWING STATEMENT FOR
THE PURPOSE OF AMENDING THE TERMS THE SERIES A CONVERTIBLE PREFERRED STOCK
("SERIES A PREFERRED STOCK") OF MICROGRAFX, INC.:

     1.  The name of the Corporation is Micrografx, Inc. (the "Corporation").

     2.    The following resolutions amending the terms of the Series A
           Preferred Stock, were duly adopted as of February __12_, 2001 by the
           Board of Directors of the Corporation (the "Board") and the holders
           of a majority of the outstanding shares of Series A Preferred Stock
           ("Majority Series A Holders"), such Board and Majority Series A
           Holders' approval being all necessary action on the part of the
           Corporation to adopt such resolutions:

         "RESOLVED, that the terms of the Series A Preferred Stock shall be
amended by deleting Section 6(D) thereof in its entirety and replacing it with
the following new Section 6(D):

              "6(D) Reorganizations, Mergers or Sales of Assets. If at any time
         or from time to time there is a capital reorganization of the Common
         Stock, or a Merger or a Sale (each as defined below and in all cases
         such a Merger or Sale requires approval of the Board of Directors and
         the Corporation's Shareholders), then, as a part of such
         reorganization, Merger or Sale, provision shall be made so that the
         holders of the Series A Preferred Stock shall thereafter be entitled to
         receive upon conversion of each share of Series A Preferred Stock held,
         the number of shares of stock or other securities or property of the
         Corporation, or of the successor corporation resulting from such
         reorganization, Merger or Sale, to which a holder of the number of
         shares of Common Stock that could otherwise have been acquired upon
         conversion of a share of Series A Preferred Stock would have been
         entitled on such reorganization, Merger or Sale. In any such case,
         appropriate adjustment shall be made in the application of the
         provisions of this Section 6 with respect to the rights of the holders
         of the Series A Preferred Stock after the reorganization, Merger or
         Sale to the end that the provisions of this Section 6 (including
         adjustment of the number of shares of Common Stock issuable upon
         conversion of the Series A Preferred Stock) shall be applicable after
         the event and be as nearly equivalent as may be practicable. A "Sale"
         shall mean the sale, lease, assignment or transfer of all or
         substantially all of the Corporation's assets approved by the Board and
         the Corporation's stockholders. A "Merger" shall mean the acquisition
         of the Corporation by another entity by way of merger, consolidation,
         or other business combination resulting in the exchange of the

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         outstanding shares of the Corporation for securities or consideration
         issued, or caused to be issued, by the acquiring corporation or its
         parent or subsidiary, approved by the Board and the Corporation's
         stockholders."

     FURTHER RESOLVED: That John M. Carradine is hereby authorized and empowered
to act for the  Corporation  and the holders of the Series A Preferred  Stock to
execute  in the  name of the  Corporation  and  deliver  such  documents  to the
Secretary of State pertaining to such amendment.

     IN WITNESS WHEREOF, the undersigned has executed this Statement as of
the _13_ day of February _____, 2001.

                                           MICROGRAFX, INC.


                                           By:/s/ JOHN M. CARRADINE
                                              ---------------------
                                                 Name:  John M. Carradine
                                                 Title: Chief Financial Officer





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