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                                                                     EXHIBIT 3.2

                           CERTIFICATE OF AMENDMENT
                                      OF
                       RESTATED ARTICLES OF INCORPORATION
                                      OF
                              ALTERA CORPORATION


         RODNEY SMITH and MARTIN R. BAKER hereby certify that:

         1.      They are the President and Secretary, respectively, of ALTERA
CORPORATION, a California corporation (the "Corporation").

         2.      Article III of the Corporation's Restated Articles of
Incorporation is amended and restated to read as follows:

                                     "III.

         This corporation is authorized to issue one class of shares designated
Common Stock.  The total number of shares of Common Stock this corporation
shall have the authority to issue is 80,000,000, without par value.  Upon the
amendment of this Article III as set forth herein, each share of this
corporation's Common Stock shall be divided into two shares of this
corporation's Common Stock."

         3.      The foregoing amendment of the Corporation's Restated Articles
of Incorporation has been duly approved by the Corporation's Board of
Directors.

         4.      Pursuant to Section 902(c) of the California Corporations
Code, approval of the Corporation's shareholders is not required to effect this
amendment to the Corporation's Restated Articles of Incorporation.

         5.      Pursuant to Section 110(c) of the California Corporations
Code, the foregoing amendment of the Corporation's Restated Articles of
Incorporation shall become effective at the close of business on May 10, 1995.
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         We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this Certificate of Amendment
of Restated Articles of Incorporation are true and correct of our own
knowledge.

Dated: May 5, 1995                        /s/ Rodney Smith
                                          --------------------------------------
                                          RODNEY SMITH, President


                                          /s/ Martin R. Baker
                                          --------------------------------------
                                          MARTIN R. BAKER, Secretary





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