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 Article THIRTEENTH in its entirety with the Article
THIRTEENTH set forth on Exhibit A attached hereto and incorporated herein by
this reference.

         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.

                                      *****





         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




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                                    EXHIBIT A


         THIRTEENTH: Effective immediately following the consummation of the
initial public offering of the Corporation's Common Stock pursuant to a
registration statement declared effective under the Securities Act of 1933, as
amended and including any successor provisions thereto, any action required or
permitted to be taken by the stockholders of the Corporation must be effected at
a duly called annual or special meeting of stockholders of the Corporation and
may not be effected by any consent in writing by such stockholders.


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