EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                            ------------------------

                                       OF
                                       --

                           NATIONAL DATA CORPORATION
                           -------------------------


     NATIONAL DATA CORPORATION (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, DOES HEREBY CERTIFY:

                                       1.

     The Board of Directors of the Corporation, at a meeting duly called and
held on July 11, 1996, unanimously adopted resolutions approving a proposed
amendment to the Certificate of Incorporation, declaring such amendment to be
advisable and directing that such amendment be considered at the Annual Meeting
of Stockholders of the Corporation to be held on October 24, 1996.  Such
resolutions approved the deletion of Section 1.1 of Article Fourth of the
Certificate of Incorporation in its entirety and the substitution in lieu
thereof of a new Section 1.1 of Article Fourth as follows:

          "1.1  The Corporation shall have the authority to be exercised by its
     Board of Directors to issue 100,000,000 shares of Common Stock of the par
     value of $.125 per share (the "Common Stock") and 1,000,000 shares of
     Preferred Stock of the par value of $1.00 per share (the "Preferred
     Stock")."

                                       2.

     The foregoing amendment to the Certificate of Incorporation of the
Corporation was submitted to the stockholders of the Corporation for approval at
the Annual Meeting of Stockholders of the Corporation duly called and held on
October 24, 1996.  Notice of the Annual Meeting of Stockholders was duly given
in accordance with Sections 222 and 242 of the General Corporation Law of the
State of Delaware.  The foregoing amendment was duly adopted at the Annual
Meeting of Stockholders held on October 24, 1996 by the holders of a majority of
the issued and outstanding shares of Common Stock of the Corporation in

 
accordance with Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, National Data Corporation has caused this Certificate
of Amendment to be executed by its duly authorized officer, this 28th day of
October, 1996.

                              NATIONAL DATA CORPORATION

                              By: /s/ E. Michael Ingram
                                  ---------------------
                                  E. Michael Ingram
                                  General Counsel and Secretary

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