CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             IMS HEALTH INCORPORATED

                                    ********

                     Pursuant to Section 242 of the General
                    Corporation Law of the State of Delaware

                                    ********

     IMS Health Incorporated, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (hereinafter
called the "Corporation"), DOES HEREBY CERTIFY that:

     FIRST: The name of the Corporation is IMS Health Incorporated.

     SECOND: The original Certificate of Incorporation of the Corporation was
filed with the Secretary of State of Delaware on February 3, 1998, as restated
by a Restated Certificate of Incorporation filed with the Secretary of State of
Delaware on May 29, 1998.

     THIRD: That the Board of Directors of the Corporation, by resolution duly
adopted, declared it advisable that the Restated Certificate of Incorporation of
the Corporation as filed on May 29, 1998 be amended by amending Paragraph (1) of
Article FOURTH of the Restated Certificate of Incorporation to read in its
entirety as follows:

          (1) The total number of shares of all classes of stock which the
          corporation shall have the authority to issue is 820,000,000,
          consisting of (a) 10,000,000 shares of Preferred Stock, par value $.01
          per share ("Preferred Stock"), (b) 800,000,000 shares of Common Stock,
          par value $.01 per share ("Common Stock"), and (c) 10,000,000 shares
          of Series Common Stock, par value $.01 per share ("Series Common Stock
          "). The number of authorized shares of any of the Preferred Stock, the
          Common Stock or the Series Common Stock may be increased or decreased
          (but not below the number of shares thereof then outstanding) by the
          affirmative vote of the holders of a majority in voting power of the
          stock of the corporation entitled to vote thereon irrespective of the
          provisions of Section 242(b)(2) of the General Corporation Law of the
          State of Delaware (or any successor provision thereto), and no vote of
          the holders of any of the Preferred Stock, the Common Stock or the
          Series Common Stock voting separately as a class shall be required
          therefor.

     FOURTH: This amendment to the Restated Certificate of Incorporation was
duly adopted in accordance with Section 242 of the General Corporation Law of
the State of Delaware.



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     IN WITNESS WHEREOF, IMS Health Incorporated has caused this Certificate of
Amendment to be signed by Kenneth S. Siegel, its Senior Vice President, General
Counsel and Secretary, this 22nd day of March, 1999.


                                          IMS HEALTH INCORPORATED


                                          By: --------------------------------
                                              Kenneth S. Siegel
                                              Senior Vice President, General
                                              Counsel and Secretary