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                                                                     EXHIBIT 3.2
                                                                     -----------
                           ENTRUST TECHNOLOGIES INC.

                             ARTICLES OF AMENDMENT
                                   OF CHARTER


     Entrust Technologies Inc., a Maryland corporation, having its principal
office in this State in Baltimore, Maryland (hereinafter called the
"Corporation"), hereby certifies to the State Department of Assessments and
Taxation of Maryland, that:

     FIRST:  The Charter of the Corporation is hereby amended by deleting the
first paragraph of Article FOURTH in its entirety and by adding to the Articles
of Amendment and Restatement of Charter (the "Restated Charter") a new first
paragraph of Article FOURTH which shall read as follows:

     "FOURTH:  The total number of shares of all classes of stock which the
     Corporation shall have authority to issue is 255,000,000 shares, consisting
     of (i) 250,000,000 shares of Common Stock, $.01 par value per share
     ("Common Stock"), and (ii) 5,000,000 shares of Preferred Stock, $.01 par
     value per share ("Preferred Stock").  The aggregate par value of all shares
     of all classes of stock is $2,550,000.  The Board of Directors may classify
     and reclassify any unissued shares of capital stock by setting or changing
     in any one or more respects the preferences, conversion or other rights,
     voting powers, restrictions, limitations as to dividends, qualifications or
     terms or conditions of redemption of such shares of stock."

     SECOND:  The Restated Charter of the Corporation is hereby further amended
by deleting (i) Section C of Article FOURTH in its entirety and (ii) all other
references to the Special Voting Stock, $.01 par value per share, of the
Corporation (the "Special Voting Stock").

     THIRD:  The Board of Directors of the Corporation, at a meeting duly held
on January 26, 2001, adopted a resolution in which was set forth the foregoing
amendment to the
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Restated Charter, declaring that the said amendment of the Restated Charter was
advisable and directing that it be submitted for action thereon by the
stockholders.

     FOURTH:  That the stockholders of the Corporation, at a meeting duly held
on April 27, 2001, approved the amendment of the Restated Charter of the
Corporation as hereinabove set forth.

     FIFTH:     (a)  The total number of shares of all classes of stock as
heretofore authorized is 120,000,000 shares, consisting of (i) 100,000,000
shares of Common Stock, $.01 par value per share, of the aggregate par value of
$1,000,000; (ii) 15,000,000 shares of Special Voting Stock, $.01 par value per
share, of the aggregate par value of $150,000; and (iii) 5,000,000 shares of
Preferred Stock, $.01 par value per share, of the aggregate par value of
$50,000.  The aggregate par value of all shares of all classes of stock
heretofore authorized is $1,200,000.

                (b)  The total number of shares of all classes of stock as
increased is 255,000,000 shares, consisting of (i) 250,000,000 shares of Common
Stock, $.01 par value per share, of the aggregate par value of $2,500,000; and
(ii) 5,000,000 shares of Preferred Stock, $.01 par value per share, of the
aggregate par value of $50,000. The aggregate par value of all shares of all
classes of stock as increased is $2,550,000.

                (c)  The information required by subsection (b)(2)(i) of Section
2-607 of the Maryland General Corporation Law was not changed by the amendment,
except that the Special Voting Stock is eliminated from the authorized capital
of the Corporation, and all references to the Special Voting Stock contained in
the Restated Charter are deleted.
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     IN WITNESS WHEREOF, Entrust Technologies Inc. has caused these presents to
be signed in its name and on its behalf by its President and attested (or
witnessed) by its Secretary on this 27 day of April, 2001.

                                        ENTRUST TECHNOLOGIES INC.


                                        By:  /s/ F. William Conner
                                           -------------------------------------
                                                 F. William Conner, President

Attested:  (Witnessed:)


/s/ James D. Kendry
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James D. Kendry, Secretary

          THE UNDERSIGNED, President of Entrust Technologies Inc., who executed
on behalf of said Corporation the foregoing Articles of Amendment of Charter, of
which this certificate is made a part, hereby acknowledges, in the name and on
behalf of said Corporation, the foregoing Articles of Amendment of Charter to be
the corporate act of said Corporation and further certifies that, to the best of
his knowledge, information and belief, the matters and facts set forth therein
with respect to the approval thereof are true in all material respects, under
the penalties of perjury.

                                        /s/ F. William Conner
                                        ----------------------------------------
                                        F. William Conner