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                                                                  EXHIBIT 3.2


                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION


        SYNOPSYS, INC., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

        FIRST: That at a meeting of the Board of Directors of Synopsys, Inc. a
resolution was duly adopted setting forth a proposed amendment to the
Certificate of Incorporation of said corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:

        RESOLVED, That the Restated Certificate of Incorporation of this
        corporation be amended by changing the FOURTH Article ("Classes of
        Stock") thereof so that, as amended said Article shall be and read as
        follows:

                "A.  Classes of Stock.  This corporation is authorized to issue
        two classes of stock to be designated, respectively, "Common Stock" and
        "Preferred Stock." The total number of shares that the corporation is
        authorized to issue is One Hundred and Two Million (102,000,000), par
        value of one cent ($.01) per share. One Hundred Million (100,000,000)
        shares shall be Common Stock and Two Million (2,000,000) shares shall
        be Preferred Stock."

        SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of said 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 General Corporation Law of the State of
Delaware.

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        IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by STEVEN K. SHEVICK, its Deputy General Counsel, this THIRD day of
JUNE, 1996.

                                        /s/  Steven K. Shevick
                                        --------------------------------
                                        Steven K. Shevick
                                        Deputy General Counsel
                                        Synopsys, Inc.