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  Exhibit 3.2 - Certificate of Amendment to the Fourth Restated Certificate of
                                 Incorporation



             CERTIFICATE OF AMENDMENT TO FOURTH RESTATED CERTIFICATE
                   OF INCORPORATION OF SALESLOGIX CORPORATION
                             A DELAWARE CORPORATION

         Pursuant to Section 242 of the General Corporation Law of the State of
Delaware, SALESLOGIX CORPORATION, a corporation organized and existing under the
laws of the state of Delaware, hereby certifies as follows:

         1. The name of the corporation is SALESLOGIX CORPORATION, the same name
under which the corporation was originally incorporated. The date the
corporation filed its original Certificate of Incorporation with the Secretary
of State was September 29, 1995.

         2. The Fourth Restated Certificate of Incorporation of the Corporation
was filed with the Delaware Secretary of State on June 4, 1998.

         3. The text of the Fourth Restated Certificate of Incorporation is
hereby amended as follows:

                  Paragraphs A and B of Article IV of the Fourth Restated
         Certificate of Incorporation of the Corporation are hereby deleted in
         their entirety and replaced with the following text:

                                   "ARTICLE IV

                  A. Classes of Stock. This corporation is authorized to issue
         three classes of stock to be designated, respectively, "Class A Common
         Stock," "Class B Common Stock" and "Preferred Stock." The total number
         of shares which the corporation is authorized to issue is Forty-Seven
         Million Seven Hundred Thousand (47,700,000) shares. Twenty-Eight
         Million Three Hundred Eighty Thousand (28,380,000) shall be Class A
         Common Stock, $.001 par value per share, Three Million Four Hundred
         Twenty Thousand (3,420,000) shall be Class B Common Stock, $.001 par
         value per share, and Fifteen Million Nine Hundred Thousand (15,900,000)
         shares shall be Preferred Stock, $.001 par value per share. The Class A
         Common Stock and Class B Common Stock are hereinafter collectively
         referred to as "Common Stock." The Preferred Stock authorized by this
         Restated Certificate of Incorporation shall be issued in series as set
         forth herein. The first series of Preferred Stock shall be designated
         "Series A Preferred Stock" and shall consist of Four Million Six
         Hundred Fifty Thousand (4,650,000) shares. The second series of
         Preferred Stock shall be designated "Series B Preferred Stock" and
         shall consist of Seven Hundred Thousand (700,000) shares. The third
         series of Preferred Stock shall be designated the "Series C Preferred
         Stock" and shall consist of Four Million One Hundred Thousand
         (4,100,000) shares. The fourth series of Preferred Stock shall be
         designated the "Series D Preferred Stock" and shall consist of One
         Million Seven 


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         Hundred Thousand (1,700,000) shares. The fifth series of Preferred
         Stock shall be designated the "Series E Preferred Stock" and shall
         consist of Four Million Seven Hundred Fifty Thousand (4,750,000)
         shares.

                  B. Class A Common Stock and Class B Common Stock. The Class A
         Common Stock and the Class B Common Stock shall be identical in all
         respects, the sole purpose for distinguishing between such classes
         being to permit determination of the liquidation preference of the
         Series B Preferred Stock as set forth in Section 2 of Division (C) of
         this Article IV. The Class A Common Stock and the Class B Common Stock
         shall vote as a single class for all purposes. The common stock of the
         corporation issued and outstanding immediately prior to the
         effectiveness of the Restated Certificate of Incorporation filed on
         January 16, 1996 shall be deemed to be Class A Common Stock. At such
         time, if all, but not less than all, of the authorized and outstanding
         Series B Preferred Stock has been converted into Class B Common Stock
         then automatically and without further action or notice (i) the Class B
         Common shall become Class A Common Stock which shall thereafter be
         known as "Common Stock", (ii) the total authorized number of shares of
         Common Stock shall be Thirty-One Million Eight Hundred Thousand
         (31,800,000) shares, and (iii) issuance of Class B Common Stock shall
         no longer be authorized."

                  Paragraph C of Article III(c)(ii) of the Fourth Restated
         Certificate of Incorporation of the Corporation is hereby deleted in
         its entirety and replaced with the following text:

                           "C. shares of Common Stock issuable or issued to
          employees or consultants (including, without limitation, distributors
          or resellers of the corporation, which are sometimes referred to by
          the corporation as "Business Partners") of this corporation directly
          or pursuant to a stock option plan or agreement or restricted stock
          plan or agreement approved by the Board of Directors of this
          corporation at any time when the total number of shares of Common
          Stock so issuable or issued (and not repurchased at cost by the
          corporation in connection with the termination of employment or
          service) does not exceed 5,300,000 (subject to appropriate adjustments
          for stock splits, stock dividends, combinations or other
          recapitalizations) since the effective date of this Fourth Restated
          Certificate of Incorporation, or"


         IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Amendment to Certificate of Incorporation as of the 23rd day of December, 1998.


                                             /s/ Gary Acord 
                                             --------------------------
                                             Gary Acord, Vice President




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