State of Delaware
                        Office of the Secretary of State


         I, EDWARD J. FREEL, SECRETARY OF  STATE OF THE  STATE  OF  DELAWARE, DO

HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY  OF  THE  CERTIFICATE  OF

OWNERSHIP, WHICH MERGES:

         "TREEV, INC.", A DELAWARE CORPORATION,

         WITH AND INTO "NETWORK IMAGING CORPORATION" UNDER

THE NAME OF "TREEV, INC.", A CORPORATION ORGANIZED AND EXISTING

UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED

IN THIS OFFICE THE FIFTH DAY OF MAY, A.D. 1998, AT 4:05 O'CLOCK P.M.

         A FILED COPY OF THIS CERTIFICATE HAD BEEN FORWARDED TO THE

NEW CASTLE COUNTY RECORDER OF DEEDS.



<PAGE>


                       CERTIFICATE OF OWNERSHIP AND MERGER
                                     MERGING
                                   TREEV, INC.
                        INTO NETWORK IMAGING CORPORATION
                     (PURSUANT TO SECTION 253 OF THE GENERAL
                          CORPORATION LAW OF DELAWARE)


Network Imaging Corporation,  a Delaware  corporation (the "Corporation"),  does
hereby certify:

         FIRST:  The Corporation is incorporated pursuant to  the  General  Cor-
poration Law of the State of Delaware.

         SECOND:  The  Corporation  owns  all  of the outstanding shares of each
class of the capital stock of TREEV, Inc., a Delaware corporation.

         THIRD:  The Corporation,  by the following  resolutions of its Board of
Directors,  duly  adopted on May 5, 1998,  determined  to merge its  subsidiary,
TREEV,  Inc.,  with and into the Corporation on the conditions set forth in such
resolutions:

                  RESOLVED,  that the Corporation  merge its subsidiary,  TREEV,
         Inc., with and into the Corporation and assume all of said subsidiary's
         liabilities and obligations;

                  RESOLVED,  that upon the effective date of the merger with its
         subsidiary, the name of the Corporation be changed to TREEV, Inc.;

                  RESOLVED, that the officers of the Corporation be, and each of
         them hereby is,  directed to execute and  acknowledge a certificate  of
         ownership  and  merger  including  the  resolutions  of  the  Board  of
         Directors of the Corporation to (i) merge TREEV, Inc. with and into the
         Corporation  and assume its  responsibilities  and obligations and (ii)
         change the Corporation's  name to TREEV,  Inc., and to file the same in
         the office of the  Secretary of State of Delaware and a certified  copy
         thereof  in the  Office of the  Recorder  of Deeds of the County of New
         Castle.

         FOURTH:  The  name of the  Corporation  following  the  filing  of this
Certificate  of  Ownership  and Merger with the  Secretary  of State of Delaware
shall be changed to TREEV, Inc.

         FIFTH:  Article  I  of  the  Certificate of Incorporation of  the  Cor-
poration is hereby amended to read as follows: "The name  of  the Corporation is
TREEV, Inc."

         IN WITNESS THEREOF, the Corporation has caused its corporate seal to be
affixed  and this  certificate  to be signed by Julia A. Bowen,  its  authorized
officer, this 5th day of May, 1998.


                                          NETWORK IMAGING CORPORATION

                                          By: _______________________
                                                  Julia A. Bowen
                                             Vice President and General Counsel