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                                                                    EXHIBIT 3.2


                                CYBERMEDIA, INC.

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

         CyberMedia, Inc., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies that :

         A. The name of this Corporation is CyberMedia, Inc.

         B. The date of filing of this Corporation's original Certificate of
Incorporation with the Secretary of State of Delaware was June 25, 1996.

         C. Pursuant to Sections 241 and 245 of the Delaware General Corporation
Law, this Amended and Restated Certificate of Incorporation restates, integrates
and amends the provisions of the Corporation's Certificate of Incorporation as
follows:

         FIRST.  The name of this corporation is CyberMedia, Inc..

         SECOND. The address of the corporation's registered office in the State
of Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware
19801. The name of its registered agent at such address is The Corporation Trust
Company.

         THIRD. The purpose of this corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         FOURTH. This corporation is authorized to issue two classes of shares
to be designated respectively Preferred Stock ("Preferred") and Common Stock
("Common"). The total number of shares of Preferred this corporation shall have
authority to issue shall be 2,000,000, $.01 par value, and the total number of
shares of Common which this corporation shall have the authority to issue shall
be 50,000,000, $.01 par value.

         The Preferred Stock may be issued from time to time in one or more
series pursuant to a resolution or resolutions providing for such issue duly
adopted by the Board of Directors (authority to do so being hereby expressly
vested in the Board). The Board of Directors is further authorized to determine
or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and, to fix the
number of shares of any such series of Preferred Stock and the designation of
any such series of Preferred Stock. The Board of Directors is authorized, within
the limits and restrictions stated in any resolution or resolutions of the Board
of

 


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Directors originally fixing the number of shares constituting any series, to
increase or decrease (but not below the number of shares thereof then
outstanding) the number of shares of any such series subsequent to the issue of
shares of that series, to determine the designation of any series, and to fix
the number of shares of any series.

         FIFTH.  The corporation is to have perpetual existence.

         SIXTH. The Board of Directors of the corporation is expressly
authorized to adopt, amend or repeal the bylaws of the corporation, but the
stockholders may make additional bylaws and may alter or repeal any bylaw
whether adopted by them or otherwise.

         SEVENTH. Elections of directors need not be by written ballot except
and to the extent provided in the by-laws of the corporation.

         EIGHTH. A director of the corporation shall not be liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent such exemption from liability or
limitation thereof is not permitted under the Delaware General Corporation Law
as the same exists or may hereafter be amended. Any repeal or modification of
this Article EIGHTH shall not adversely affect any right or protection of a
director of the corporation existing hereunder with respect to any act or
omission occurring prior to such repeal or modification.

         IN WITNESS WHEREOF, CyberMedia, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by Unnikrishnan S. Warrier,
its President, and attested by Anne T. Lam, its Secretary, this ______ day of
__________, 1996.

                                           CYBERMEDIA, INC.

                                           _____________________________________
                                           Unnikrishnan S. Warrier, President

Attested:

_____________________________________
Anne T. Lam, Secretary