<PAGE>
EXHIBIT 3.4
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
OBJECTSPACE, INC.
(Pursuant to Section 242 of the General
Corporation Law of the State of Delaware)
ObjectSpace, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify as follows:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by replacing the first paragraph of Article FOURTH in its entirety with
the paragraph set forth on Exhibit A attached hereto and incorporated herein by
this reference. The remainder of Article FOURTH shall not be changed by this
Certificate of Amendment.
SECOND: The Board of Directors of the Corporation at a duly held Board
meeting approved a resolution setting forth the above-referenced amendment,
declaring such amendment to be advisable, and calling for a vote of the
stockholders of the Corporation on such amendment.
THIRD: The stockholders of the Corporation signed a written consent in
accordance with Section 228 of the General Corporation Law of the State of
Delaware approving the above-referenced amendment.
FOURTH: The above-referenced amendment was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
*****
<PAGE>
EXHIBIT 3.4
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed and attested as of March 30, 2000.
ObjectSpace, Inc.
By: /s/ DAVID NORRIS
--------------------------------
David Norris, President
ATTEST:
By: /s/ PAUL A. LIPARI
-------------------------------
Paul A. Lipari, Secretary
<PAGE>
EXHIBIT 3.4
EXHIBIT A
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is 100,000,000 shares of capital stock, classified as
(i) 95,000,000 shares of common stock, $.01 par value ("Common Stock"), and (ii)
5,000,000 shares of preferred stock, $1.00 par value ("Preferred Stock").
