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                                                                     Exhibit 3.3


Industry Canada          Industrie Canada

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Certificate of Amalgamation                            Certificat de fusion

Canada Business Corporations Act                       Loi canadienne sur les societes par actions


COREL CORPORATION                                      355888-6
------------------------------------------------       ------------------------------------------------
<S>                                                    <C>
Name of corporation - Denomination de la societe       Corporation number - Numero de la societe

 
I hereby certify that the above-named corporation      Je certifie que la societe susmentionnee est issue
resulted from an amalgamation, under section 185       d'une fusion, en vertu de l'article 185 de la Loi
of the Canada Business Corporations Act, of the        canadienne sur les societes par actions, des societes
corporations set out in the attached articles of       dont les denominations apparaissent dans les statuts
amalgamation.                                          de fusion ci-joints.
 
/s/                                                    December 1, 1998/le 1 decembre 1998

Director - Directeur                                   Date of Amalgamation - Date de fusion
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<CAPTION>

Industry Canada                        Industrie Canada               FORM 9                           FORMULE 9
                                                                   ARTICLES OF                     STATUTS DE FUSION
                                                                   AMALGAMATION                      (ARTICLE 185)
                                                                  (SECTION 185)
Canada Business      Loi regissant les societes par actions 
Corporations Act     de regime federal
<S>                             <C>                                  <C>              
1 -   Name of amalgamated Corporation                                Denomination de la societe issue de la fusion
 
      Corel Corporation

2 -   2 - The place in Canada where                                  Lieu au Canada ou doit etre situe le siege social
      the registered office is to be situated
 
      Regional Municipality of Ottawa-Carleton
                                
3 -   The classes and any maximum number of shares that
      the corporation is authorized to issue
 
      See Schedule "A" attached

4 -   Restrictions, if any, on share transfers                       Restrictions sur le transfert des actions, s'il y a lieu
 
       n/a

5 -   Number (or minimum and maximum number) of                      Nombre (ou nombre minimal et maximal)
      directors                                                      d'administrateurs
 
      A Minimum of one (1); A Maximum of ten (10)
                                
6 -   Restrictions, if any, on business the corporation may          Limites imposees a l'activite de la societe, s'il y a 
      carry on                                                       lieu
 
      n/a

7 -   Other provisions, if any                                       Autres dispositions, s'il y a lieu
 
      n/a

8 -   The amalgamation has been approved pursuant to                 La fusion a ete approuvee en accord avec l'article ou 
      that section or subsection of the Act which is                 le paragraphe de la Loi indique ci-apres:
      indicated as follows:                                   
                                
                                                                        183
                                                                     X  184(1)
                                                                        184(2)
 
 
9 -Name of the amalgamating             Corporation No.                 Signature                   Date                Title/Titre
corporations                            No. de la societe
Denomination des societes fusionnantes
 
COREL CORPORATION                            1926462                     /s/ Michael Cowpland      Dec 1/98              Director
                                                                  
COREL COMPUTER CORP.                         3355977                     /s/ Michael Cowpland      Dec 1/98              Director
                                                                  
FOR DEPARTMENTAL USE ONLY - A L'USAGE                        Filed - Deposee
DU MINISTERE SEULEMENT  
Corporation No. - No de la societe        355888-6           Dec 2, 1998
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SCHEDULE "A"

A.-     An unlimited number of Preferred Shares which, as a class, shall have
        attached thereto the following rights, privileges, restrictions and
        conditions:

(i)-    the directors of the Corporation may, at any time and from time to time,
        issue the Preferred Shares in one or more series, each series to consist
        of such number of shares as may before issuance thereof be fixed by the
        directors;

(ii)-   the directors of the Corporation may (subject as hereinafter provided)
        from time to time before issuance determine the destination, rights,
        privileges, restrictions and conditions to attach to the Preferred
        Shares of each series including, without limiting the generality of the
        foregoing, the rate, amount or method of calculation of dividends
        whether cumulative or non-cumulative or partially cumulative, and
        whether such rate, amount or method of calculation shall be subject to
        change or adjustment in the future, the currency or currencies of
        payment, the date or dates and place or places of payment thereof, the
        rights of retraction, if any, vested in the holder of Preferred Shares
        of such series, and the prices and the other terms and conditions of any
        rights of retraction and whether any additional rights of retraction may
        be vested in such holders in the future, voting rights (if any) and
        conversion rights (if any) and any sinking fund, purchase fund or other
        provisions attaching to the Preferred Shares of such series, the whole
        subject to the issue by the Director, Corporations Branch, Department of
        Consumer and Corporate Affairs, of a certificate of amendment in respect
        of articles of amendment in prescribed form to designate a series of
        shares;

(iii)-  when any fixed cumulative dividends of amounts payable on a return of
        capital are not paid in full, the Preferred Shares of all series shall
        participate rateably in respect of such dividends including
        accumulations, if any, in accordance with amounts which would be payable
        on the Preferred Shares if all such dividends were declared and paid in
        full, and on any return of capital in accordance with sums which would
        be payable on such return of capital if all amounts so payable were paid
        in full;

(iv)-   the Preferred Shares of each series shall rank on a parity with the
        Preferred Shares of every other series with respect ot priority in
        payment of dividends and in the distribution of assets in the event of
        liquidation, dissolution or winding-up of the corporation, whether
        voluntarily or involuntarily;

(v)-    in the event of the liquidation, dissolution or winding-up of the
        corporation or other distribution of the assets of the Corporation among
        shareholders for the purpose of winding-up its affairs, the holders of
        the Preferred Shares shall, before any amount shall be paid to or any
        property or assets of the Corporation shall be distributed among the
        holders of the Common Shares or any other shares of the Corporation
        ranking junior to the Preferred Shares, be entitled to receive (a) an
        amount equal to the amount of the redemption price specified therefor,
        together with, in the case of cumulative Preferred Shares all unpaid
        cumulative dividends (which for such purpose shall be calculated as if
        such cumulative dividends were accruing from day to day for the period
        from the expiration of the last period for which cumulative dividends
        have been paid up to and including the date of distribution) and in the
        case of non-cumulative dividends, all declared and unpaid non-cumulative
        dividends, and (b) if such liquidation, dissolution, winding-up or
        distribution shall be voluntary, an additional amount equal to the
        premium, if any, which would have been payable on the redemption of the
        said Preferred Shares if they had been payable by the Corporation on the
        date of liquidation, dissolution, winding-up or distribution and, if
        said Preferred Shares could not be redeemed on such date, then an
        additional amount equal to the greatest premium, if any, which would
        have been payable on the redemption of said Preferred Shares;

(vi)-   no dividends shall at any time be declared or paid on or set apart for
        payment on the common Shares or any other shares of the Corporation
        ranking junior to the Preferred Shares unless all dividends up to an
        including the dividend payable for the last completed period for which
        such dividends shall be payable on each series of Preferred Shares then
        issued and outstanding shall have been declared and paid or set apart
        for payment at the date of such declaration or payment or setting apart
        for payment on the Common Shares or such other shares of the corporation
        ranking junior to the Preferred Shares nor shall the Corporation call
        for redemption or redeem or purchase for cancellation or reduce or
        otherwise pay off any of the Preferred Shares (less than the total
        amount then outstanding) or any common shares or any other shares of the
        Corporation ranking junior to the Preferred Shares unless all dividends
        up to and including the dividend payable for the last completed period
        for which such dividends shall be payable on each series of the
        Preferred Shares then issued and outstanding shall have been declared
        and paid or set apart for payment at the date of such call for
        redemption, purchase, reduction or other payment;

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(vii)-  the Preferred Shares of any series may be purchased for cancellation or
        made subject to redemption by the Corporation at such times and at such
        prices and upon such other terms and conditions as may be specified in
        the rights, privileges, restrictions and conditions attaching to the
        Preferred Shares of such series as set forth in the resolution of the
        board of directors fo the Corporation and certificate of amendment
        relating to such series;

(viii)- the approval of the holders of the Preferred Shares, given in the manner
        described in paragraph (ix) below, shall be required for the creation of
        any new shares ranking prior to or on a parity with the Preferred
        Shares; and

(ix)-   the provisions of paragraph (i) to (viii), inclusive and of this
        paragraph (ix) may be repealed, altered, modified, amended or varied in
        whole or in party only with the prior approval of the holders of the
        Preferred Shares given in the manner hereinafter specified in addition
        to any other approval required by the Canada Business Corporations Act
        or any other applicable statutory provision or like or similar effect,
        from time to time in force. The approval of the holders of the Preferred
        Shares with respect to any and all matters hereinbefore referred to may
        be given by at least 66-2/3% of the votes cast at a meeting of the
        holders of the Preferred Shares duly called for that purpose and held
        upon at least 21 days' notice at which the holders of a majority of the
        outstanding Preferred Shares are present or represented by proxy. If at
        any such meeting the holders of a majority of the outstanding Preferred
        Shares are not present or represented by proxy within one-half an hour
        after the time appointed for such meeting, then the meeting shall be
        adjourned to such date being not less than 30 days later and to such
        time and place as may be appointed by the chairman of the meeting and
        not less than 21 days' notice shall be given of such adjourned meeting
        but it shall be necessary in such notice to specify the purpose for
        which the meeting was originally called. At such adjourned meeting the
        holders of the Preferred Shares present or represented by proxy may
        transact the business for which the meeting was originally called and
        resolution passed thereat by not less than 66-2/3% of the votes cast at
        such adjourned meeting and the conduct thereof shall be from time to
        time prescribed by the by-laws of the Corporation with respect to
        meetings of shareholders. On every poll taken at every such meeting or
        adjourned meeting every holder of Preferred Shares shall be entitled to
        one vote in respect of each Preferred Share held by him.

B-      An unlimited number of Common Shares which, as a class, shall have
        attached thereto the following rights, privileges, restrictions and
        conditions:

(i)-    The holders of the Common Shares are entitled to one(1) vote per share
        at all meetings of the shareholders except meetings at which only
        holders of a specified class of shares are entitled to vote, and are
        entitled to receive the remaining property of the Corporation upon a
        dissolution.