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                               EXHIBIT 3(a)(3)

                      AMENDED ARTICLES OF INCORPORATION

                                       OF

                              SYMIX SYSTEMS, INC.

          FIRST:    The name of the corporation shall be Symix Systems, Inc.

          SECOND:   The place in Ohio where the principal office of the
corporation is to be located is in the City of Columbus, County of Franklin.

          THIRD:    The purpose for which the corporation is formed is to engage
in any lawful act or activity for which corporations may be formed under
Sections 1701.01 to 1701.98 of the Ohio Revised Code.

          FOURTH:  the authorized number of shares of the Corporation shall be
21,000,000, of which 20,000,000 shares shall be common shares, each without par
value, and l,000,000 shares shall be preferred shares, each without par value.

          Each outstanding common share and each outstanding preferred share
shall entitle the holder thereof to one vote on each matter properly submitted
to the shareholders for their vote, consent, waiver, release or other action. 
No shareholder of the corporation shall have, as a matter of right, the right to
cumulate his voting power.

          The directors of the corporation may adopt an amendment to the
articles in respect of any unissued or treasury shares of any class and thereby
fix or change: the division of such shares into series and the designation and
authorized number of shares of each series; the dividend or distribution rate;
the dates of payment of dividends or distributions and the dates from which they
are cumulative; liquidation price; redemption rights and price; sinking fund
requirements; conversion rights; and restrictions on the issuance of shares of
any class or series.


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          FIFTH:    The directors of the corporation shall have the power to
cause the corporation from time to time and at any time to purchase, hold, sell,
transfer or otherwise deal with (A) shares of any class or series issued by it,
(B) any security or other obligation of the corporation which may confer upon
the holder thereof the right to convert the same into shares of any class or
series authorized by the articles of incorporation, and (C) any security or
other obligation which may confer upon the holder thereof the right to purchase
shares of any class or series authorized by the articles of incorporation.  The
corporation shall have the right to repurchase, if and when any shareholder
desires to sell, or on the happening of any event is required to sell, shares of
any class or series issued by the corporation.  The authority granted in this
Article Fifth of these articles shall not limit the plenary authority of the
directors to purchase, hold, sell, transfer or otherwise deal with shares of any
class or series, securities, or other obligations issued by the corporation or
authorized by its articles.

          SIXTH:    A director or officer of the corporation shall not be
disqualified by his office from dealing or contracting with the corporation as
vendor, purchaser, employee, agent or otherwise.  No contract or transaction
shall be void or voidable with respect to the corporation for the reason that it
is between the corporation and one or more of its directors or officers, or
between the corporation and any other person in which one or more of its
directors or officers are directors, trustees or officers, or have a financial
or personal interest, or for the reason that one or more interested directors or
officers participated in or voted at the meeting of the directors or a committee
thereof which authorized such contract or transaction, if in any such case (A)
the material facts as to the relationship or interest of such director, officer
or other person and as to the contract or transaction are disclosed or are known
to the directors or the committee, or such members thereof as shall be present
at any meeting at which action upon any such contract or 


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transaction shall be taken, and the directors or committee, in good faith 
reasonably justified by such facts, authorized the contract or transaction by 
the affirmative vote of a majority of the disinterested directors, even 
though the disinterested directors constitute less than a quorum; or (B) the 
material facts as to the relationship or interest of such director, officer 
or other person and as to the contract or transaction are disclosed or known 
to the shareholders entitled to vote thereon and the contract or transaction 
is specifically approved at a meeting of the shareholders held for such 
purpose by the affirmative vote of the holders of shares entitling them to 
exercise a majority of the voting power of the corporation held by persons 
not interested in the contract or transaction; or (C) the contract or 
transaction is fair as to the corporation as of the time it is authorized or 
approved by the directors, a committee thereof, or the shareholders.  Common 
or interested directors may be counted in determining the presence of a 
quorum at any meeting of the directors, or of a committee thereof, which 
authorizes the contract or transaction.

          SEVENTH:  No shareholder of the corporation shall have, as a matter or
right, the pre-emptive right to purchase or subscribe for shares of any class,
now or hereafter authorized, or to purchase or subscribe for securities or other
obligations convertible into or exchangeable for such shares or which by
warrants or otherwise entitle the holders thereof to subscribe for or purchase
any such share.

          EIGHTH:   Section 1701.831 of the Ohio Revised Code does not apply to
control share acquisitions of the corporation.

          NINTH:    Chapter 1704. of the Ohio Revised Code does not apply to the
corporation.

          TENTH:    These Amended Articles supersede the Second Amended Articles
of Micro Manufacturing Systems, Inc. existing at the effective date of these
Amended Articles.



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