EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               BMC SOFTWARE, INC.


         BMC Software, 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 BMC Software,
         Inc., resolutions were duly adopted setting forth a proposed amendment
         of the Restated Certificate of Incorporation of said corporation,
         declaring said amendment to be advisable and calling a meeting of the
         stockholders of said corporation for consideration thereof. The
         resolution setting forth the proposed amendment is as follows:

                  RESOLVED, that the Restated Certificate of Incorporation of
                  the Company is hereby amended to delete the first paragraph of
                  Article FOURTH of the Restated Certificate of Incorporation
                  and substitute therefore the following new first paragraph of
                  Article FOURTH:

                           "FOURTH: The aggregate number of shares which the
                           corporation shall have the authority to issue is Six
                           Hundred One Million (601,000,000) shares, of which
                           One Million (1,000,000) shall be shares of Preferred
                           Stock, of the par value of One Cent ($.01) per share
                           (the "Preferred Stock"), and Six Hundred Million
                           (600,000,000) shall be shares of Common Stock, of the
                           par value of One Cent ($.01) per share ("Common
                           Stock")."

         SECOND: That thereafter, pursuant to a resolution of its Board of
         Directors, an 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.

         IN WITNESS WHEREOF, BMC Software, Inc. has caused this certificate to
be signed by M. Brinkley Morse, its Senior Vice President, this 30th day of
November 1999.

                                       BMC SOFTWARE, INC.


                                       By: /s/ M. BRINKLEY MORSE
                                          --------------------------------
                                          M. Brinkley Morse
                                          Senior Vice President


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