EXHIBIT 3.2

UNIFY CORPORATION

CERTIFICATE OF
AMENDMENTOFRESTATED CERTIFICATE OF
INCORPORATION

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

Unify
Corporation, a corporation organized and existing under the General Corporation
Law of the State of Delaware (the Corporation), in accordance with the
provisions of Section 103 thereof, DOES HEREBY CERTIFY:

1. Paragraph A of Article Fourth of
the Restated Certificate of Incorporation of theCorporation, filed with the Secretary of State of the State of Delaware
on April 18, 1996 (the Restated Certificate of Incorporation), is amended and
restated to read in its entirety as follows:

A. This Corporation is
authorized to issue two classes of stock to be designated, respectively, Common
Stock and Preferred Stock. The total number of shares of all classes of stock
which the Corporation will have authority to issue is 47,931,370 shares,
40,000,000 of which shall be Common Stock with a par value of $0.01 each and
7,931,370 shores of which shall be Preferred Stock with a par value of $0.001
each. Effective at 11:59 p.m., Eastern
Daylight Time on June 24, 2007 (the Effective Time), every five (5) shares of
the Corporations Common Stock issued and outstanding immediately prior to the
Effective Time (the Old Common Stock), will automatically and without any
action on the part of the respective holders thereof be combined and converted
into one (1) share of Common Stock, par value $0.001 per share, of the
Corporation (the New Common Stock). The combination and conversion of the Old
Common Stock shall be referred to as the Reverse Stock Split. No
fractional shares of New Common Stock shall be issued to the holders of record
of Old Common Stock in connection with the Reverse Stock Split and the
Corporation shall not recognize on its stock record books any purported transfer
of any fractional share of New Common Stock. All shares of Old Common Stock
(including fractions thereof) held by a holder immediately prior to the Reverse
Stock Split shall be aggregated for purposes of determining whether the Reverse
Stock Split would result in the issuance of a fractional share. Any fractional
share resulting from such aggregation of Old Common Stock upon the Reverse Stock
Split shall be converted into the right to receive a cash payment in an amount
equal to the fair value of Old Common Stock that would have been exchanged for
fractional shares of New Common Stock in the Reverse Stock Split if fractional
shares had been issued in the Reverse Stock Split in an amount equal to the
closing price of such Old Common Stock on the OTC/BB Market on June 22,
2007.


---

The Corporation shall not be obligated
to issue certificates evidencing the shares of New Common Stock outstanding as a
result of the Reverse Stock Split unless and until the certificates evidencing
the shares held by a holder prior to the Reverse Stock Split are either
delivered to the Corporation or its transfer agent, or the holder notifies the
Corporation or its transfer agent that such certificates have been lost, stolen
or destroyed and executes an agreement satisfactory to the Corporation to
indemnify the Corporation from any loss incurred by it in connection with such
certificates. Each stock certificate that, immediately prior to the Effective
Time, represented shares of Old Common Stock shall, from and after the Effective
Time, automatically and without the necessity of presenting the same for
exchange, represent that number of whole shares of New Common Stock into which
the shares of Old Common Stock represented by such certificate shall have been
reclassified (as well as the right to receive cash in lieu of any fractional
shares of New Common Stock as set forth above), provided, however, that each
holder of record of a certificate that represented shares of Old Common Stock
shall receive, upon surrender of such certificate, a new certificate
representing the number of whole shares of New Common Stock into which the
shares of Old Common Stock represented by such certificate shall have been
reclassified, as well as any cash in lieu of fractional shares of New Common
Stock to which such holder may be entitled as set forth above.

2.The foregoing
amendment of the Restated Certificate of Incorporation has been duly approved by
the Board of Directors of the Corporation in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware.

3.The
Corporations stockholders approved the amendment of the Restated Certificate of
Incorporation of the Corporation as required by the Bylaws of the Corporation
and in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware.

IN WITNESS
WHEREOF, the Corporation has caused this Certificate of Amendment of the
Restated Certificate of Incorporation of the Corporation to be signed by the
Corporations President this 20th day of April, 2007.

UNIFY
      CORPORATIONBy:
    *(s) TODD E.
      WILLE*Name: Todd E.
      WilleTitle: President
      and CEO


2

---