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                                                                     Exhibit 4.5

                      CERTIFICATE OF AMENDMENT OF RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                            RAINING DATA CORPORATION
                      (F/K/A OMNIS TECHNOLOGY CORPORATION)

        Raining Data Corporation (f/k/a Omnis Technology Corporation) (the
"Corporation"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware,

        DOES HEREBY CERTIFY:

        FIRST: That the Board of Directors of the Corporation adopted
resolutions, dated as of August 14, 2001 and November 2, 2001, respectively,
setting forth proposed amendments of the Restated Certificate of Incorporation
of the Corporation, declaring said amendments to be advisable and directing a
meeting of the stockholders of the Corporation for consideration thereof. The
resolutions setting forth the proposed amendments are as follows:

        RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended such that Article IV thereof shall read in its entirety
as follows:

              "FOURTH. This corporation is authorized to issue two classes of
       stock to be designated, respectively, "common" and "preferred." The
       number of common shares authorized is 60,000,000, each with a par value
       of $0.10. The number of preferred shares authorized is 300,000, each with
       the par value of $1.00."

        RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended such that Article VI thereof shall read in its entirety
as follows:

              "SIXTH. The number of directors which shall constitute the whole
       of the Board of Directors shall be as fixed from time to time by vote of
       a majority of the entire Board of Directors; provided, however, that the
       number of directors shall be at least five (5) and not more than nine
       (9), and that the number of directors shall not be reduced so as to
       shorten the term of any director at the time in office. The board of
       directors shall be divided into three classes, designated Class I, Class
       II and Class III, as nearly equal in number as the then total number of
       directors permits. At each annual meeting of stockholders, successors to
       the class of directors whose terms expire at the annual meeting shall be
       elected for a three-year term. All directors of this corporation may be
       removed with or without cause. This article may be amended, altered,
       modified or repealed only with the affirmative vote of the holders of
       two-thirds (2/3) of the outstanding voting shares."

        RESOLVED, that the Restated Certificate of Incorporation of the
Corporation be amended to add a new Article IX thereof, which shall read in its
entirety as follows:

              "NINTH.  The board of directors is expressly  authorized  to make,
       adopt, amend or repeal the Bylaws of this corporation."

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              SECOND:  That thereafter,  pursuant to resolutions of its Board of
       Directors,  the stockholders of said Corporation took action in an annual
       meeting of the  stockholders  held on December 12, 2001 pursuant to which
       the necessary number of shares was voted in favor of the amendments.

              THIRD:  That said  amendments were duly adopted in accordance with
       the provisions of Section 242 of the General Corporation Law of the State
       of Delaware.

              FOURTH:  That the capital of said Corporation shall not be reduced
       under or by reason of said amendment.

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              IN WITNESS WHEREOF, the Corporation has caused this certificate to
       be signed by Scott K.  Anderson,  Jr., the  Secretary of the  Corporation
       this 12th day of December, 2001.

                                                  BY: /s/ Scott K. Anderson, Jr.
                                                      --------------------------
                                                      Scott K. Anderson, Jr.
                                                      Secretary


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