EXHIBIT 4.4


                           CERTIFICATE OF DESIGNATION

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                                  VIASOFT, INC.
                 -----------------------------------------------

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)

                ------------------------------------------------


                  Viasoft,  Inc., a corporation organized and existing under the
General  Corporation  Law of the  State  of  Delaware  (hereinafter  called  the
"Corporation"),  hereby  certifies that the following  resolution was adopted by
the Board of  Directors  of the  Corporation  as  required by Section 151 of the
General Corporation Law at a meeting duly called and held on April 20, 1998:

                  RESOLVED, that pursuant to the authority granted to and vested
in the Board of Directors of this Corporation  (hereinafter called the "Board of
Directors"  or the "Board") in  accordance  with the  provisions of the Restated
Certificate of Incorporation  of the Corporation  (the "Restated  Certificate of
Incorporation"),  the Board of  Directors  hereby  creates a series of Preferred
Stock,  par value $0.001 per share (the "Preferred  Stock"),  of the Corporation
and hereby states the designation  and number of shares,  and fixes the relative
rights, preferences, and limitations thereof as follows:

                  Section 1.  DESIGNATION AND AMOUNT.  The shares of this series
shall be  designated  as "Series A Junior  Participating  Preferred  Stock" (the
"Series A Preferred  Stock") and the number of shares  constituting the Series A
Preferred  Stock  shall be 48,000.  Such  number of shares may be  increased  or
decreased by resolution of the Board of  Directors;  PROVIDED,  that no decrease
shall  reduce the number of shares of Series A Preferred  Stock to a number less
than the number of shares then  outstanding  plus the number of shares  reserved
for issuance  upon the exercise of  outstanding  options,  rights or warrants or
upon the  conversion of any  outstanding  securities  issued by the  Corporation
convertible into Series A Preferred Stock.
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                  Section 2. DIVIDENDS AND DISTRIBUTIONS.

                           (A)  Subject to the  rights of  the  holders of  any 
shares of any series of Preferred  Stock (or any other stock)  ranking prior and
superior to the Series A Preferred Stock with respect to dividends,  the holders
of shares of Series A Preferred Stock shall be entitled to receive, when, as and
if declared by the Board of Directors  out of funds  legally  available  for the
purpose,  quarterly  dividends  payable in cash on the last day of March,  June,
September and December in each year (each such date being  referred to herein as
a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment  Date  after the first  issuance  of a share or  fraction  of a share of
Series A  Preferred  Stock,  in an  amount  (if any) per share  (rounded  to the
nearest cent),  subject to the provision for adjustment  hereinafter  set forth,
equal to 1000 times the  aggregate per share amount of all cash  dividends,  and
1000 times the  aggregate  per share  amount  (payable in kind) of all  non-cash
dividends  or other  distributions,  other than a dividend  payable in shares of
Common  Stock,  par  value  $0.001  per  share  (the  "Common  Stock"),  of  the
Corporation  or a  subdivision  of the  outstanding  shares of Common  Stock (by
reclassification  or  otherwise),   declared  on  the  Common  Stock  since  the
immediately  preceding  Quarterly  Dividend Payment Date or, with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred  Stock.  In the event the  Corporation
shall at any time  declare or pay any  dividend on the Common  Stock  payable in
shares of Common Stock, or effect a subdivision or combination or  consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by  payment of a dividend  in shares of Common  Stock)  into a greater or lesser
number of shares of  Common  Stock,  then in each such case the  amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event under the preceding  sentence shall be adjusted by  multiplying  such
amount by a fraction,  the  numerator of which is the number of shares of Common
Stock  outstanding  immediately after such event and the denominator of which is
the number of shares of Common Stock that were outstanding  immediately prior to
such event.

                           (B) The  Corporation  shall  declare  a  dividend  or
distribution  on the Series A Preferred  Stock as provided in  paragraph  (A) of
this Section  immediately  after it declares a dividend or  distribution  on the
Common Stock (other than a dividend payable in shares of Common Stock).

                           (C)  Dividends  due pursuant to paragraph (A) of this
Section shall begin to accrue and be cumulative on outstanding  shares of Series
A Preferred  Stock from the Quarterly  Dividend  Payment Date next preceding the
date of issue of such  shares,  unless the date of issue of such shares is prior
to the record date for the first Quarterly  Dividend Payment Date, in which case
dividends  on such  shares  shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the  determination of holders of shares of Series
A  Preferred  Stock  entitled to receive a  quarterly  dividend  and before such
Quarterly  Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
Accrued but unpaid  dividends  shall not bear  interest.  Dividends  paid on the
shares of Series A Preferred  Stock in an amount  less than the total  amount of
such dividends at the time accrued and payable on such shares shall be allocated
pro  rata  on  a  share-by-share  basis  among  all  such  shares  at 
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the time  outstanding.  The  Board of  Directors  may fix a record  date for the
determination  of  holders of shares of Series A  Preferred  Stock  entitled  to
receive payment of a dividend or  distribution  declared  thereon,  which record
date  shall be not more than 60 days  prior to the date  fixed  for the  payment
thereof.

                  Section 3.  VOTING  RIGHTS.  The holders of shares of Series A
Preferred Stock shall have the following voting rights:

                           (A)   Subject  to  the  provision  for  adjustment  
hereinafter set forth,  each share of Series A Preferred Stock shall entitle the
holder  thereof  to  1000  votes  on all  matters  submitted  to a  vote  of the
stockholders of the Corporation.  In the event the Corporation shall at any time
declare  or pay any  dividend  on the Common  Stock  payable in shares of Common
Stock,  or  effect  a  subdivision  or  combination  or   consolidation  of  the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares of Common Stock,  then in each such case the number of votes per share
to which holders of shares of Series A Preferred Stock were entitled immediately
prior to such event shall be adjusted by multiplying  such number by a fraction,
the  numerator  of which is the  number of shares  of Common  Stock  outstanding
immediately  after  such  event and the  denominator  of which is the  number of
shares of Common Stock that were outstanding immediately prior to such event.

                           (B)  Except  as   otherwise   provided  the  Restated
Certificate of  Incorporation,  including any other  Certificate of Designations
creating  a series of  Preferred  Stock or any  similar  stock,  or by law,  the
holders  of shares  of Series A  Preferred  Stock and the  holders  of shares of
Common  Stock and any other  capital  stock of the  Corporation  having  general
voting  rights  shall vote  together as one class on all matters  submitted to a
vote of stockholders of the Corporation.

                           (C)  Except  as set  forth  herein,  or as  otherwise
required  by law,  holders  of Series A  Preferred  Stock  shall have no special
voting rights and their consent shall not be required (except to the extent they
are  entitled  to vote with  holders of Common  Stock as set forth  herein)  for
taking any corporate action.

                  Section 4. CERTAIN RESTRICTIONS.

                           (A)  Whenever quarterly  dividends or other dividends
or distributions  payable on the Series A Preferred Stock as provided in Section
2 are in arrears,  thereafter  and until all accrued  and unpaid  dividends  and
distributions,  whether or not declared,  on shares of Series A Preferred  Stock
outstanding shall have been paid in full, the Corporation shall not:

                                    (i) declare or pay  dividends,  or make  any
other  distributions,  on any  shares  of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series A
Preferred Stock;
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                                   (ii)  declare or pay  dividends,  or make any
other  distributions,  on any shares of stock ranking on a parity  (either as to
dividends  or upon  liquidation,  dissolution  or winding  up) with the Series A
Preferred  Stock,  except dividends paid ratably on the Series A Preferred Stock
and all such  parity  stock on which  dividends  are  payable  or in  arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled; or

                                  (iii) redeem or purchase or otherwise  acquire
for consideration  shares of any stock ranking junior (either as to dividends or
upon  liquidation,  dissolution or winding up) to the Series A Preferred  Stock,
provided  that the  Corporation  may at any time  redeem,  purchase or otherwise
acquire  shares of any such junior  stock in exchange for shares of any stock of
the  Corporation   ranking  junior  (as  to  dividends  and  upon   dissolution,
liquidation or winding up) to the Series A Preferred Stock.

                           (B) The  Corporation  shall not permit any subsidiary
of the Corporation to purchase or otherwise acquire for consideration any shares
of stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4,  purchase or  otherwise  acquire such shares at such time and in
such manner.

                  Section 5. REACQUIRED SHARES. Any shares of Series A Preferred
Stock  purchased  or  otherwise  acquired  by  the  Corporation  in  any  manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their  cancellation  become  authorized  but unissued
shares  of  Preferred  Stock  and may be  reissued  as part of a new  series  of
Preferred Stock subject to the conditions and restrictions on issuance set forth
herein  or  in  the  Restated   Certificate  of  Incorporation,   including  any
Certificate of Designations  creating a series of Preferred Stock or any similar
stock, or as otherwise required by law.

                  Section 6.  LIQUIDATION,  DISSOLUTION  OR WINDING UP. Upon any
liquidation,  dissolution or winding up of the Corporation the holders of shares
of Series A Preferred Stock shall be entitled to receive an aggregate amount per
share,  subject to the provision for adjustment  hereinafter set forth, equal to
1000 times the aggregate amount to be distributed per share to holders of shares
of Common Stock plus an amount equal to any accrued and unpaid dividends. In the
event the  Corporation  shall at any time  declare  or pay any  dividend  on the
Common  Stock  payable in shares of Common  Stock,  or effect a  subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the aggregate  amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the preceding sentence
shall be adjusted by  multiplying  such amount by a fraction  the  numerator  of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation
shall enter into any consolidation,  merger, combination or other transaction in
which the shares of Common Stock are  exchanged  for or changed into other stock
or securities,  cash and/or any other property, then in any such case each share
of Series A Preferred  Stock shall at the same time be  
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similarly  exchanged  or  changed  into an  amount  per  share,  subject  to the
provision  for  adjustment  hereinafter  set  forth,  equal  to 1000  times  the
aggregate amount of stock,  securities,  cash and/or any other property (payable
in kind), as the case may be, into which or for which each share of Common Stock
is changed or exchanged.  In the event the Corporation shall at any time declare
or pay any dividend on the Common Stock  payable in shares of Common  Stock,  or
effect a subdivision or combination or consolidation  of the outstanding  shares
of Common Stock (by  reclassification or otherwise than by payment of a dividend
in shares of Common  Stock) into a greater or lesser  number of shares of Common
Stock,  then in each such case the  amount set forth in the  preceding  sentence
with  respect to the  exchange or change of shares of Series A  Preferred  Stock
shall be adjusted by  multiplying  such amount by a fraction,  the  numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the  denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  Section   8.   AMENDMENT.    The   Restated   Certificate   of
Incorporation  shall not be  amended  in any  manner,  including  in a merger or
consolidation,  which would alter, change, or repeal the powers,  preferences or
special  rights of the Series A Preferred  Stock so as to affect them  adversely
without  the  affirmative  vote of the  holders  of at least  two-thirds  of the
outstanding  shares of Series A  Preferred  Stock,  voting  together as a single
class.

                  Section 9. RANK. The Series A Preferred Stock shall rank, with
respect to the  payment  of  dividends  and upon  liquidation,  dissolution  and
winding up, junior to all series of Preferred Stock.

                  IN  WITNESS  WHEREOF,   this  Certificate  of  Designation  is
executed on behalf of the  Corporation  by its Secretary this 20th day of April,
1998.


                                     VIASOFT, INC.


                                     By: /s/ Catherine R. Hardwick
                                        ---------------------------------
                                         Catherine R. Hardwick, Secretary

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