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                                                                  EXHIBIT 3.2


                                                                       PAGE 1

                               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
AMENDMENT OF "PLATINUM SOFTWARE CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-SIXTH DAY OF NOVEMBER, A.D. 1996, AT 9 O'CLOCK A.M.

        A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.




                                        /s/  EDWARD J. FREEL
                        [LOGO]          -----------------------------------
                                        Edward J. Freel, Secretary of State

 2143290                                AUTHENTICATION:  8212387

 960347453                                        DATE:  11-26-96
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                                                          STATE OF DELAWARE
                                                         SECRETARY OF STATE
                                                     DIVISION OF CORPORATIONS
                                                     FILED 09:00 AM 11/26/1996
                                                        960347453 - 2143290


                          CERTIFICATE OF AMENDMENT OF
                  SECOND RESTATED CERTIFICATE OF INCORPORATION
                       OF PLATINUM SOFTWARE CORPORATION,
                             A DELAWARE CORPORATION

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

         PLATINUM SOFTWARE CORPORATION, a corporation organized and existing
under and by virtue of the Delaware General Corporation Law (the
"Corporation"), does hereby certify:

         FIRST:  That at a duly held meeting of the Board of Directors of the
Corporation, the Board of Directors of the Corporation duly adopted resolutions
setting forth a proposed amendment to the Second Restated Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
directing that said amendment be submitted to the stockholders of the
Corporation for consideration thereof.  The resolution setting forth the
proposed amendment is as follows:

         RESOLVED, that a new Article 10, entitled "Action by Meetings" be
added to the Corporation's Second Restated Certificate of Incorporation which
reads in full as follows:

                        "ARTICLE 10 - ACTION BY MEETINGS

         Common Stockholders of the Corporation may not take any action by
         written consent in lieu of a meeting.  Any action contemplated by
         common stockholders must be taken at a duly called annual or special
         meeting."


         SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, a meeting of the stockholders of the Corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.

         THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

         IN WITNESS WHEREOF, this Corporation has caused this Certificate of
Amendment to be signed by Perry Tarnofsky, a duly authorized Assistant
Secretary, this 19th day of November, 1996.

                                        PLATINUM SOFTWARE CORPORATION,
                                           a Delaware corporation


                                        By:____________________________________
                                               Perry Tarnofsky
                                               Assistant Secretary