EXHIBIT 3.2


                                    AMENDED
                          CERTIFICATE OF DESIGNATIONS
                                       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 meetings duly called and
held on May 15, 1995, July 19, 1995, and July 11, 1996, unanimously adopted
resolutions approving a proposed amendment to the Certificate of Designations of
Series A Junior Participating Preferred Stock of the Corporation.  Such
resolutions approved the deletion of Section 1 of the Certificate of
Designations in its entirety and the substitution in lieu thereof of a new
Section 1 as follows:

          "Section 1.  Designation and Amount.  The shares of such series shall
                       ----------------------                                  
     be designated as 'Series A Junior Participating Preferred Stock' (the
     'Series A Preferred Stock') and the number of shares constituting the
     Series A Preferred Stock shall be 1,000,000.  Such number of shares may be
     increased or decreased by resolution of the Board of Directors; provided,
                                                                     -------- 
     that no decrease shall reduce the number of shares of Series A Preferred
     Stock to a number less than the number of shares then outstanding plus the
     number of shares reserved for issuance upon the exercise of outstanding
     options, rights or warrants or upon the conversion of any outstanding
     securities issued by the Corporation convertible into Series A Preferred
     Stock."

     IN WITNESS WHEREOF, National Data Corporation has caused this Certificate
of Amendment of Certificate of Designations 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