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      EXHIBIT 3.3 - CERTIFICATE OF AMENDMENT TO 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, and was amended
pursuant to a Certificate of Amendment to Fourth Restated Certificate of
Incorporation of the Corporation filed with the Delaware Secretary of State on
December 23, 1998 (collectively, the "Fourth Restated Certificate").

      3. This Certificate of Amendment was duly adopted and approved by written
consent of the stockholders of the corporation entitled to vote thereon, and
written notice of the action taken was provided to all non-consenting
stockholders, in accordance with the provisions of the Fourth Restated
Certificate, and Sections 228 and 242 of the General Corporation Law of the
State of Delaware.

      4. The text of the Fourth Restated Certificate is hereby ratified and
approved in its entirety, and is further amended as follows:

            FIRST: Paragraph B of Article IV of the Fourth Restated Certificate
      is hereby amended by adding the following paragraph, to be inserted after
      the end of the first paragraph of such Paragraph B of Article IV:

                  On the effective date of this Certificate of Amendment (the
            "Effective Date"), the outstanding shares of the Class A Common
            Stock and the Class B Common Stock of the corporation will, by
            virtue of this amendment, be automatically reverse split on a
            two-for-three basis so that each three shares of Class A Common
            Stock and Class B Common Stock issued and outstanding immediately
            before the Effective Date shall automatically be converted into and
            reconstituted as two shares of Class A Common Stock or Class B
            Common Stock, as applicable (the "Reverse Split"). No fractional
            shares will be issued as a result of the Reverse Split, but in lieu
            thereof, each stockholder whose shares of Class A Common Stock or
            Class B Common Stock are not evenly divisible by one and one-half
            (1.5) will receive one additional share of Class A Common Stock or
            Class B
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            Common Stock, as applicable, for the fractional share that such
            stockholder would otherwise be entitled to as a result of the
            Reverse Split.

            SECOND:  The first sentence of Paragraph C.4.b of Article IV of the
      Fourth Restated Certificate is hereby deleted and replaced in its entirety
      with the following:

            Upon issuance of the Series A, C and E Preferred Stock and for so
      long as shares of Series A, C and E Preferred Stock are outstanding, the
      authorized number of directors of this Corporation shall be eight, and
      notwithstanding Section 4(a) above, the holders of Series A and C
      Preferred Stock voting together as a separate class, shall be entitled to
      elect two (2) directors of the corporation; the holders of Series E
      Preferred Stock, voting as a separate class, shall be entitled to elect
      one (1) director of the corporation; the holders of Series B Preferred
      Stock and Common Stock voting together on an as converted basis, shall be
      entitled to elect two (2) directors of the corporation; and the holders of
      Series A and B Preferred Stock and Common Stock voting together on an as
      converted basis, shall be entitled to elect three (3) directors of the
      corporation.

            THIRD:  Paragraph B of Article V of the Fourth Restated Certificate
      is hereby deleted in its entirety and Paragraph C of such Article V is
      hereby renumbered by be denominated as Paragraph B.

            FOURTH:  Article XI is hereby adopted in its entirety as follows:

                                   ARTICLE XI

            A. Right to Indemnification. Subject to the terms and conditions of
      this Article 11, each officer or director of the corporation who was or is
      made a party or witness or is threatened to be made a party or witness to
      or is otherwise involved in any threatened, pending or completed action,
      suit or proceeding, whether civil, criminal, administrative or
      investigative (hereinafter a "proceeding"), by reason of the fact that he
      or she is or was a director or officer of the corporation or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another corporation or of a partnership, joint venture, trust
      or other enterprise, including service with respect to employee benefit
      plans (hereinafter an "indemnitee"), whether the basis of such proceeding
      is alleged action or inaction in an official capacity while serving as a
      director, officer, employee or agent, will be indemnified and held
      harmless by the corporation to the fullest extent authorized by the
      General Corporation Law of the State of Delaware as the same exists or may
      hereafter be amended (but, in the case of any such amendment, only to the
      extent that such amendment permits the corporation to provide broader
      indemnification rights than such law permitted the corporation to provide
      prior to such amendment), against all expense, liability and loss
      (including attorneys' fees, judgments, fines, ERISA excise taxes or
      penalties and amounts paid in settlement) reasonably incurred or suffered
      by such indemnitee in connection therewith and such indemnification will
      continue as to an indemnitee who has ceased to be a director, officer,
      employee or agent and will inure to the benefit of the indemnitee's heirs,
      executors and administrators; provided, however, that, except as provided
      in this Article 11 with respect to proceedings


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      to enforce rights to indemnification, the corporation will indemnify any
      such indemnitee in connection with a proceeding (or part thereof)
      initiated by such indemnitee only if such proceeding (or part thereof) was
      authorized by the Board of Directors of the corporation. The right to
      indemnification conferred in this Article 11 will include the right to be
      paid by the corporation the expenses incurred in defending any such
      proceeding in advance of its final disposition (hereinafter an
      "advancement of expenses"); provided, however, that, if the law requires,
      an advancement of expenses incurred by an indemnitee will be made only
      upon delivery to the corporation of an undertaking in the form then
      required by the law (if any), by or on behalf of such indemnitee, with
      respect to the repayment of amounts so advanced (hereinafter an
      "undertaking").

            B. Right of Indemnitee to Bring Suit. If a claim from an indemnitee
      under Article 11(A) is not paid in full by the corporation within sixty
      (60) days after a written claim has been received by the corporation,
      except in the case of a claim for an advancement of expenses, in which
      case the applicable period will be twenty (20) days, the indemnitee may at
      any time thereafter bring a lawsuit against the corporation to recover the
      unpaid amount of the claim. If successful in whole or in part in any such
      lawsuit or in a lawsuit brought by the corporation to recover an
      advancement of expenses pursuant to the terms of an undertaking, the
      indemnitee will be entitled to be paid also the expenses of prosecuting or
      defending such lawsuit. In (i) any lawsuit brought by the indemnitee to
      enforce a right to indemnification hereunder (but not in a lawsuit brought
      by the indemnitee to enforce a right to an advancement of expenses) it
      shall be a defense that, and (ii) any lawsuit by the corporation to
      recover an advancement of expenses pursuant to the terms of an undertaking
      the corporation will be entitled to recover such expenses upon a final
      adjudication that, the indemnitee has not met the applicable standard of
      conduct set forth in the law. Neither the failure of the corporation
      (including its Board of Directors, independent legal counsel, or its
      shareholders) to have made a determination prior to the commencement of
      such lawsuit that indemnification of the indemnitee is proper in the
      circumstances because the indemnitee has met the applicable standard of
      conduct set forth in the law, nor an actual determination by the
      corporation (including its Board of Directors, independent legal counsel
      or its shareholders) that the indemnitee has not met such applicable
      standard of conduct, will create a presumption that the indemnitee has not
      met the applicable standard or conduct or, in the case of such a lawsuit
      brought by the indemnitee, be a defense to such lawsuit. In any lawsuit
      brought by the indemnitee to enforce a right hereunder, or by the
      corporation to recover an advancement of expenses pursuant to the terms of
      an undertaking, the burden of proving that the indemnitee is not entitled
      to be indemnified or to such advancement of expenses under this Article or
      otherwise will be on the corporation.

            C. Specific Limitations on Indemnification. Notwithstanding anything
      in this Article 11 to the contrary, the corporation will not be obligated
      to make any payment to any indemnitee with respect to any proceeding (i)
      to the extent that payment is actually made to the indemnitee under any
      insurance policy, or is made to indemnitee by the corporation or an
      affiliate thereof otherwise than pursuant to this Article, (ii) for any
      expense, liability or loss in connection with a proceeding settled without
      the corporation's


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      written consent, which consent, however, must not be unreasonably
      withheld, (iii) for an accounting of profits made from the purchase or
      sale by the indemnitee of securities of the corporation within the meaning
      of Article 16(b) of the Securities Exchange Act of 1934, as amended, or
      similar provisions of any state statutory or common law, or (iv) where
      prohibited by applicable law.

            D. Contract. The provisions of this Article 11 are a contract
      between the corporation and each director and officer who serves in such
      capacity at any time while such Article 11 is in effect, and any repeal or
      modification of this Article 11 will not affect any rights or obligations
      then existing with respect to any state of facts existing during or before
      such repeal or modification or any action, lawsuit or proceeding brought
      before or after such repeal or modification based in whole or in part upon
      any such state of facts.

            E. Partial Indemnity. If the indemnitee is entitled under any
      provision of this Article 11 to indemnification by the corporation for
      some or a portion of the expenses, liabilities or losses incurred in
      connection with an action, lawsuit or proceeding but not, however, for all
      of the total amount thereof, the corporation will nevertheless indemnify
      the indemnitee for the portion thereof to which the indemnitee is
      entitled. Moreover, notwithstanding any other provision of this Article
      11, to the extent that the indemnitee has been successful on the merits or
      otherwise in defense of any or all claims relating in whole or in part to
      an action, lawsuit or proceeding or in defense of any issue or matter
      therein, including dismissal without prejudice, the indemnitee will be
      indemnified against all loss, expense and liability incurred in connection
      with the portion of the action, lawsuit or proceeding with respect to
      which the indemnitee was successful on the merits or otherwise.

            F. Non-Exclusivity of Rights. The rights to indemnification and to
      the advancement of expenses conferred in this Article 11 will not be
      exclusive of any other right which any person may have or acquire in the
      future under any statute, the Certificate of Incorporation, bylaw,
      agreement, vote of shareholders or disinterested directors or otherwise.

            G. Insurance. The corporation may maintain insurance, at its
      expense, to protect itself and any director, officer, employee or agent of
      the corporation or another corporation, partnership, joint venture, trust
      or other enterprise against any expense, liability or loss, whether or not
      the corporation would have the power to indemnify such person against such
      expense, liability or loss under the law.

            H. Indemnification of Employees and Agents of the corporation. The
      corporation may, to the extent authorized from time to time by the Board
      of Directors, grant rights to indemnification and to the advancement of
      expenses, to any employee or agent of the corporation to the fullest
      extent of the provisions of this Article 11 with respect to the
      indemnification and advancement of expenses of directors and officers of
      the corporation, or to such lesser extent as may be determined by the
      Board of Directors.


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            I. Notice by Indemnitee and Defense of Claim. The indemnitee must
      promptly notify the corporation in writing upon being served with any
      summons, citation, subpoena, complaint, indictment, information or other
      document relating to any matter, whether civil, criminal, administrative
      or investigative. The omission so to notify the corporation will not
      relieve it from any liability which it may have to the indemnitee if such
      omission does not prejudice the corporation's rights. If such omission
      does prejudice the corporation's rights, the corporation will be relieved
      from liability only to the extent of such prejudice; nor will such
      omission relieve the corporation from any liability which it may have to
      the indemnitee otherwise than under this Article 11. With respect to any
      actions, lawsuits or proceedings as to which the indemnitee notifies the
      corporation of the commencement thereof:

                  (i) The corporation will be entitled to participate therein at
            its own expense; and

                  (ii) The corporation will be entitled to assume the defense
            thereof, with counsel reasonably satisfactory to the indemnitee;
            provided, however, that the corporation will not be entitled to
            assume the defense of any proceeding (and this Article 11(I) will be
            inapplicable to such proceeding) if the indemnitee will have
            concluded reasonably that there may be a conflict of interest
            between the corporation and the indemnitee with respect to such
            action, lawsuit or proceeding. After notice from the corporation to
            the indemnitee of its election to assume the defense thereof, the
            corporation will not be liable to the indemnitee under this Article
            11 for any expenses subsequently incurred by the indemnitee in
            connection with the defense thereof, other than reasonable costs of
            investigation or as otherwise provided below. The indemnitee will
            have the right to employ its own counsel in such proceeding but the
            fees and expenses of such counsel incurred after notice from the
            corporation of its assumption of the defense thereof will be at the
            expense of the indemnitee unless:

                        (a) The employment of counsel by the indemnitee has been
                  authorized by the corporation in writing; or

                        (b) The corporation has not employed counsel to assume
                  the defense in such proceeding within a reasonable period of
                  time after giving the indemnitee notice of its assumption of
                  the defense or has not assumed such defense and be acting in
                  connection therewith with reasonable diligence;

                  in each of which cases the fees and expenses of such counsel
            shall be at the expense of the corporation.

                  (iii) The corporation will not settle any proceeding in any
            manner which would impose any penalty or limitation on the
            indemnitee without the


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            indemnitee's written consent; provided, however, that the indemnitee
            will not unreasonably withhold his consent to any proposed
            settlement.



      IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Amendment to Certificate of Incorporation as of the 23 day of March, 1999.


                                          /s/  Gary Acord
                                          --------------------------------
                                          Gary Acord, Secretary



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