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                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                            NEW ERA OF NETWORKS, INC.


     New Era of Networks, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

     FIRST: That pursuant to authority vested in the Board of Directors by the
Certificate of Incorporation of the Corporation, the Board of Directors of the
Corporation, at a meeting duly called and held on June 15, 1999, adopted a
resolution setting forth the proposed amendment to the Certificate of
Incorporation, declaring said amendment to be advisable, and calling for
approval by the stockholders of this Corporation upon the consideration
thereof. The resolution setting forth the proposed amendment is as follows:

     RESOLVED: That the first paragraph of Article Four shall be amended in its
entirety to read as follows:

     "The Corporation is authorized to issue two classes of shares to be
     designated respectively Preferred Stock and Common Stock. The total number
     of shares of Common Stock this Corporation shall have the authority to
     issue is 200,000,000 shares, and shall have a par value of $0.0001 per
     share ("Common Stock"), and the total number of shares of Preferred Stock
     this corporation shall have the authority to issue is 2,000,000, and shall
     have a par value of $0.0001 per share and shall be undesignated as to
     series ("Preferred Stock")."

     SECOND: That thereafter, pursuant to a resolution of the Board of
Directors of the Corporation, the consent of the stockholders of this
Corporation was duly called for at a meeting of the stockholders in accordance
with Section 211 of the General Corporation Law of the State of Delaware, and
holders of the necessary number of shares as required by statute consented to
the adoption of said 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.


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     IN WITNESS WHEREOF, New Era Of Networks, Inc. has duly caused this
Certificate of Amendment of Amended and Restated Certificate of Incorporation
to be signed by George F. Adam, Jr., its Chief Executive Officer, and attested
to by Leonard M. Goldstein, its Secretary, this 11th day of August, 1999.

                                              NEW ERA OF NETWORKS, INC.
                                              a Delaware corporation


                                              By: /s/ George F. Adam, Jr.
                                                 -------------------------------
                                                 George F. Adam, Jr.
                                                 Chief Executive Officer


ATTEST:


By: /s/ Leonard M. Goldstein
   ------------------------------------
   Leonard M. Goldstein, Secretary



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