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                                                                     EXHIBIT 3.5

                               State of Delaware

                        Office of the Secretary of State


         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "MEDAPHIS CORPORATION", FILED IN THIS OFFICE ON THE TWENTY-NINTH
DAY OF JULY, A.D. 1997, AT 12 O'CLOCK P.M.

         A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.





                                           /s/ Edward J. Freel                
                         [SEAL]            -----------------------------------
                                           Edward J. Freel, Secretary of State

                                           
                                           AUTHENTICATION: 8581042
                                                     DATE: 07-29-97
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                          CERTIFICATE OF AMENDMENT OF
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                            OF MEDAPHIS CORPORATION


         Medaphis Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

         1.  The amendment (the "Amendment") is as set forth below:

                 a.  The first sentence of Article Fourth of the Corporation's
         Amended and Restated Certificate of Incorporation is deleted and 
         replaced with the following:

                 "The aggregate number of shares of all classes of stock which
         the Corporation shall have authority to issue is 220,600,000,
         consisting of 200,000,000 shares of Common Stock, $.01 par value
         (herein called "Common Stock"), 600,000 shares of Non-Voting Common
         Stock, $.01 par value (herein called "Non-Voting Common Stock"), and
         20,000,000 shares of Preferred Stock, no par value (herein called
         "Preferred Stock")."

                 b.  Article Fourth of the Corporation's Amended and Restated
         Certificate of Incorporation is further amended by inserting the
         following new Section II at the end of Article Fourth of the 
         Corporation's Amended and Restated Certificate of Incorporation:

                                      "II.

                                PREFERRED STOCK

                 1. Issuance.  The Preferred Stock may be issued, from
         time to time, in one or more series, each of such series to have
         such voting powers, full or limited or no voting powers, and such
         designations, preferences, and relative, participating, optional or
         other special rights, and qualifications, limitations or restrictions
         with respect thereto as are stated and expressed herein, in any
         amendment or amendments to the Amended and Restated Certificate of
         Incorporation, or in any resolution or resolutions establishing such
         series as are adopted by the Board of Directors as hereinafter
         provided, and as are acknowledged, filed and recorded in accordance
         with the laws of the State of Delaware and as are not inconsistent
         with this Article Fourth or any other provision of this Amended and
         Restated Certificate of Incorporation.

                 2. Rights, Designations and Preferences.  Authority is 
         hereby expressly granted to the Board of Directors, subject to the
         provisions of this Article Fourth, to authorize the issuance of one or
         more series of Preferred Stock with such voting powers, full or
         limited, or no voting powers, and such designations, preferences and
         relative, participating, optional or other special rights, and
         qualifications, limitations or restrictions thereof as the Board of
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         Directors may determine, including without limitation the foregoing,
         to fix by resolution or resolutions providing for the issuance of each
         such series:

                                  (a) The distinctive designation of such
                          series and the number of shares which shall
                          constitute such series;

                                  (b) The amount of the consideration to be
                          received for the shares of such series which shall be
                          capital;

                                  (c) The cumulative or noncumulative nature of
                          the dividend to be paid;

                                  (d) The dividend rate or rates to which such
                          shares shall be entitled and the restrictions,
                          limitations, and conditions upon the payment of such
                          dividends, the date or dates from which such
                          dividends, if declared, shall be payable;

                                  (e) Whether or not the shares of such series
                          shall be redeemable; the limitations and restrictions
                          with respect to such redemptions (including whether
                          or not the shares of such series shall be redeemable
                          at the option of either the holder or the Corporation
                          or upon the happening of a specified event); the
                          manner of selecting shares of such series for
                          redemption if less than all the shares are to be
                          redeemed; the amount, if any, in addition to any
                          accrued dividends thereon which the holder of shares
                          of such series shall be entitled to receive upon the
                          redemption thereof, which amount may vary at
                          different redemption dates, may be subject to
                          adjustment and may be different with respect to
                          shares redeemed through the operation of any
                          purchase, retirement or sinking fund and with respect
                          to shares otherwise redeemed; and whether or not the
                          shares of such series, if redeemable, shall be
                          redeemable for cash, property or rights, including
                          securities of any other corporation;

                                  (f) The amount which the holders of shares of
                          such series may be entitled to receive in addition to
                          any accumulated dividends upon the voluntary or
                          involuntary liquidation or dissolution of the
                          Corporation, which amount may vary depending upon
                          whether such liquidation or dissolution is voluntary
                          or involuntary and, if voluntary, may vary at
                          different dates; provided, however, that the merger
                          or consolidation of the Corporation or a sale, lease
                          or conveyance of all or part of the assets of the
                          Corporation shall not be deemed a liquidation or
                          dissolution;

                                  (g) Whether or not the shares of such series
                          shall be subject to the operation of a purchase,
                          retirement, or sinking fund, and if so, whether such
                          purchase, retirement or sinking fund shall be
                          cumulative or noncumulative, and the extent to and
                          the manner in which such funds shall be applied to
                          the purchase or redemption of the shares of such
                          series for retirement or to other corporate purposes
                          and the terms and provisions relative to the
                          operation of said fund or funds;



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                                  (h) Whether or not the shares of such series
                          shall be convertible into, or exchangeable for,
                          shares of stock of any other class or classes, or of
                          any other series of the same class, and if so
                          convertible or exchangeable, the price or prices or
                          the rate or rates of conversion or exchange and the
                          method, if any, of adjusting the same;

                                  (i) The voting rights, if any, of such
                          series, but not to exceed one vote per share, and
                          whether such voting rights shall be contingent upon
                          the happening of a specified event and whether such
                          voting rights shall cease upon the happening of a
                          specified event; and

                                  (j) Any other preferences and relative,
                          participating, optional, or other special rights, and
                          qualifications, limitations or restrictions thereof
                          not inconsistent with this Article Fourth or any
                          other provision of this Amended and Restated
                          Certificate of Incorporation.

                          3. Additional Authority of Board of Directors.  The
                 Board of Directors also shall have authority to change the
                 designation of shares, or the relative rights, preferences and
                 limitations of the shares, of any theretofore established
                 series of Preferred Stock, no share of which has been issued,
                 and further, the Board shall have authority to increase or
                 decrease the number of shares of any series previously
                 determined by it (provided, however, that the number of shares
                 of any series shall not be decreased to a number less than
                 that of the shares of that series then outstanding).

                          4. Series.  All shares of any one series of Preferred
                 Stock shall be identical with each other in all respects,
                 except that shares of any one series issued at different times
                 may differ as to the dates from which dividends thereon shall
                 be cumulative; and all series shall rank equally and be
                 identical in all respects, except as permitted by the
                 provisions of this Section II of this Article Fourth.

                          5. Issued and Reacquired Shares.  Shares of Preferred
                 Stock which have been issued and reacquired in any manner by
                 the Corporation (excluding, until the Corporation elects to
                 retire them, shares which the Corporation elects to hold as
                 treasury shares) shall, upon compliance with any applicable
                 provisions of the General Corporation Law of the State of
                 Delaware, have the status of authorized and unissued shares of
                 Preferred Stock and may be reissued as a part of the series of
                 which they were originally a part (provided the terms of such
                 series do not prohibit such reissue) or as part of a new
                 series of Preferred Stock to be established as provided in
                 this Section II of this Article Fourth or as part of any other
                 series of Preferred Stock the terms of which do not prohibit
                 such reissue.

                          6. Voting Rights.  (a) So long as any of the
                 Preferred Stock is outstanding, the holders of the outstanding
                 shares of Preferred Stock, if any, shall be entitled to vote
                 as a class upon any proposed amendment to the Amended and
                 Restated Certificate of Incorporation, whether or not entitled
                 to vote thereon by the provisions of this Article Fourth and
                 the resolutions





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                 adopted by the Board of Directors hereunder, if the amendment
                 would increase or decrease the aggregate number of authorized
                 shares of Preferred Stock, increase or decrease the par value
                 of such shares, or alter or change the powers, preferences, or
                 special rights of the shares of Preferred Stock so as to
                 affect them adversely. If any proposed amendment to the
                 Amended and Restated Certificate of Incorporation would alter
                 or change the powers, preferences or special rights of one or
                 more series of the Preferred Stock so as to affect them
                 adversely, but shall not so affect the entire class of
                 Preferred Stock, then only the shares of the one or more
                 series so affected by the amendment shall be entitled to vote
                 thereon and such voting shall be accomplished as if such one
                 or more series constituted a separate class of Preferred
                 Stock.

                          (b) Any amendment with respect to which the vote
                 required by this paragraph 6 shall be given may be made
                 effective by the filing of an appropriate certificate of
                 amendment of the Corporation's Amended and Restated
                 Certificate of Incorporation without obtaining the vote of the
                 holders of the Common Stock of the Corporation, and the
                 holders of the Common Stock shall have no right to vote
                 thereon, unless the action to be taken would adversely affect
                 the preferences, rights, or powers of such class of Common
                 Stock or the holders thereof; and provided further that any
                 vote required concerning a given series of the Preferred Stock
                 may be given and made effective by filing an appropriate
                 amendment of the Corporation's Amended and Restated
                 Certificate of Incorporation without obtaining a vote of the
                 holders of any other series of Preferred Stock or of the
                 holders of the Common Stock of the Corporation and the holders
                 of such shares shall have no right to vote thereon, unless the
                 action to be taken would adversely affect the preferences,
                 rights, or powers of such other series of Preferred Stock or
                 the Common Stock, as the case may be.

                          7. Dividends; Rank.  For the purpose of this Section
                 II of this Article Fourth and of any resolution or resolutions
                 adopted by the Board of Directors establishing any series of
                 Preferred Stock and acknowledged, filed and recorded in
                 accordance with the laws of the State of Delaware (unless
                 otherwise provided in any such amendment or certificate):

                                  (a) The amount of dividends "accumulated" on
                          any share of Preferred Stock or any series as at any
                          dividend date shall be deemed to be the amount of any
                          unpaid dividends accumulated thereon to and including
                          such dividend date, whether or not earned or
                          declared, and the amount of dividends "accumulated"
                          on any share of Preferred Stock or any series as at
                          any date other than a dividend date shall be
                          calculated as the amount of any unpaid dividends
                          accumulated thereon to and including the last
                          preceding dividend date, whether or not earned or
                          declared, plus any amount equivalent to the pro rata
                          portion of a dividend at the annual dividend rate
                          fixed for the shares of such series for the period
                          after such last preceding dividend date to and
                          including the date as of which the calculation is
                          made.





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                                  (b) Any class or classes of stock of the
                          Corporation shall be deemed to rank:

                                        (i) prior to the Preferred Stock either
                                  as to dividends or upon liquidation if the
                                  holders of such class or classes shall be
                                  entitled to the receipt of dividends or of
                                  amounts distributable upon liquidation or
                                  dissolution, as the case may be, in
                                  preference or priority to the holders of the
                                  Preferred Stock;

                                        (ii) on a parity with the Preferred
                                  Stock either as to dividends or upon
                                  liquidation whether or not the dividend
                                  rates, dividend payment dates, or redemption
                                  or liquidation prices per share thereof be
                                  different from those of the Preferred Stock,
                                  if the holders of such class or classes of
                                  stock shall be entitled to the receipt of
                                  dividends or of amounts distributable upon
                                  liquidation or dissolution, as the case may
                                  be, in proportion to their respective
                                  dividend rates or liquidation prices, without
                                  preferences or priority one over the other
                                  with respect to the holders of the Preferred
                                  Stock; and

                                        (iii) junior to the Preferred Stock
                                  either as to dividends or upon liquidation if
                                  the rights of the holders of such class or
                                  classes shall be subject or subordinate to
                                  the rights of the holders of the Preferred
                                  Stock in respect of the receipt of dividends
                                  or of amounts distributable upon liquidation
                                  or dissolution, as the case may be.

                                  8. Priority Over Common Stock.  So long as
                          the shares of Preferred Stock shall be outstanding,
                          the Common Stock shall be deemed to rank junior to
                          the Preferred Stock as to dividends and upon
                          liquidation."

         2.  The Amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.

         3.  The undersigned officer of the Corporation hereby acknowledges
that the foregoing is the act and deed of the Corporation and that the facts
stated herein are true.

         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to
be affixed to this Certificate and has caused this Certificate to be signed
this 9th day of July, 1997.



                                      By: /s/ David E. McDowell
                                          ------------------------------------
                                          David E. McDowell
                                          Chairman and Chief Executive Officer





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