CERTIFICATE OF AMENDMENT

                                 TO THE RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                          DENDRITE INTERNATIONAL, INC.


                  In  accordance  with the  provisions  of Sections  14A:7-15.1,
14A:9-2(2)  and  14A:9-4(2)  of the New Jersey  Business  Corporation  Act,  the
undersigned  corporation  executes this Certificate of Amendment to its Restated
Certificate of Incorporation.

                  1.   The name of the  corporation  is Dendrite  International,
                       Inc. (the "Corporation").

                  2.   The Board of  Directors of the  Corporation  duly adopted
                       resolutions approving a three-for-two forward stock split
                       (the "Forward Split") by unanimous  written consent dated
                       as of September 13, 1999.

                  3.   This   Amendment   to   the   Restated   Certificate   of
                       Incorporation  will not  adversely  affect  the rights or
                       preferences of the holders of the  outstanding  shares of
                       any class or series and will not result in the percentage
                       of  authorized  shares that  remains  unissued  after the
                       Forward  Split  exceeding  the  percentage  of authorized
                       shares that was unissued before the Forward Split.

                  4.   There are 25,977,649  shares of common stock, with no par
                       value (the "Common  Stock") subject to the Forward Split.
                       Upon completion of the Forward Split,  38,966,474  shares
                       of Common  Stock will be issued,  outstanding  or held in
                       the treasury of the Corporation.

                  5.   Article   SIXTH   of   the   Restated    Certificate   of
                       Incorporation  of the  Corporation  is amended to read as
                       follows:

                  "The following is a statement of the  designations and powers,
preferences  and  rights,  and the  relative  participating,  optional  or other
special rights, and the qualifications,  limitations and restrictions granted to
or  imposed  upon the  respective  classes  of  shares of  capital  stock of the
Corporation or the holders thereof:

                  This  Corporation  is  authorized  to  issue an  aggregate  of
                  165,000,000  shares,  which shall have no par value per share.
                  Of these  shares,  150,000,000  shall  be  Common  Stock,  and
                  15,000,000 shares shall be preferred stock without designation
                  until  further  action by the Board of  Directors  as provided
                  below.  The division of authorized  shares of preferred  stock
                  into series,  the  determination  of the  designation  and the
                  number of  shares  of any  series,  the  determination  of the
                  relative  rights  preferences and limitations of the shares of
                  any   series,   and   any  or  all  of  such   divisions   and
                  determinations,  may be  accomplished  by an  amendment to the
                  Restated Certificate of Incorporation  authorized and approved
                  by the Board of  Directors  of the  Corporation.  The Board of
                  Directors is authorized to change the designation or number of
                  shares, or the relative rights, preferences and limitations of
                  shares  of any  theretofore  established  series  no shares of
                  which have been issued.  Notwithstanding  the  foregoing,  the
                  Board of  Directors  of the Company  shall retain no authority
                  hereafter,   absent  an  affirmative  vote  of  the  requisite
                  majority  of  holders  of Common  Stock and of  holders of the
                  requisite  majority  of other  classes of stock of the Company
                  entitled  to  vote  thereon,   if  any,  to  redesignate   the
                  15,000,000   shares  of   preferred   stock  as  stock  of  an
                  undesignated class of stock or of Common Stock."

                                     * * * *



                  IN WITNESS  WHEREOF,  this  Certificate  of  Amendment  to the
Restated Certificate of Incorporation is made this 30th day of September, 1999.


                                          DENDRITE INTERNATIONAL, INC.

                                          JOHN E. BAILYE
                                          _____________________________________
                                          John E. Bailye
                                          President and Chief Executive Officer
ATTEST:

   CHRISTOPHER J. FRENCH
By:_______________________________
   Christopher J. French
   Vice President, General Counsel
   and Secretary