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Exhibit 3.3

CERTIFICATE OF AMENDMENT TO CERTIFICATE OF
INCORPORATION

OF NETMANAGE, INC.


The undersigned, the Chief Executive Officer of
NetManage, Inc., a Delaware corporation (the
Corporation) does hereby certify as follows:



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| | 1. | The name of the Corporation is NetManage, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
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| | 2. | The original Certificate of Incorporation of the
    Corporation was filed with the Secretary of State of the State
    of California on April 30, 1990. The Certificate of
    Incorporation of the NetManage (Delaware), Inc. was filed with
    the Secretary of State of the State of Delaware on July 23,
    1993. The Certificate of Merger, merging NetManage (Delaware),
    Inc. with and into NetManage Inc., was filed with the Secretary
    of State of the State of Delaware on September 21, 1993.
|
| | 3. | The Board of Directors of the Corporation, acting
    in accordance with the provisions of Section 242 of the
    General Corporation Law of the State of Delaware hereby amends
    Article IV of the Corporations Certificate of
    Incorporation (the Certificate of Incorporation) as
    follows:                                                                                                                                                                                                        

By adding to the end of Article IV,
Paragraph (1) of the following:

Simultaneously with the effective date of this
Certificate of Amendment (the Effective Date), all
shares of Common Stock issued and outstanding or held in
treasury shall be and hereby are automatically combined and
reclassified as follows:

Each seven (7) shares of Common Stock issued and
outstanding or held in treasury shall be combined and
reclassified (the Reverse Stock Split) as one (1)
share of Common Stock. Fractional shares of Common Stock will
not be issued as a result of the Reverse Stock Split, but
instead, the Company will pay each holder of a fractional
interest an amount of cash equal to the value of such fractional
interest upon the surrender to the Exchange Agent of
certificates representing such shares. The cash payment will be
equal to the fraction to which the stockholder otherwise would
be entitled, multiplied by the average closing sale prices of
old shares (as adjusted to reflect the reverse split) for the 20
trading days immediately before the Effective Date, as
officially reported by the Nasdaq National Market. If such price
or prices are not available, the fractional shares payment will
be based on the average of the last bid and ask prices of old
shares for such days, in each case as officially reported by the
Nasdaq National Market, or other such process as determined by
the Board of Directors. The ownership of a fractional interest
will not give the holder thereof any voting, dividend, or other
rights except to receive payment therefore described herein.



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| | 4. | Thereafter, pursuant to a resolution of the Board
    of Directors, this Certificate of Amendment was submitted to the
    stockholders of the Corporation for their approval, and was duly
    adopted in accordance with the provisions of Section 242 of
    the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned,
Zvi Alon and Michael R. Peckham, have signed this
Certificate of Amendment as President and Secretary,
respectively, of the Corporation, this 30th day of August 2002.

/s/ ZVI ALON




Zvi Alon, President


/s/ MICHAEL PECKHAM




Michael R. Peckham, Secretary