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                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            FORRESTER RESEARCH, INC.


     Forrester Research, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does here
certify:

     FIRST:    That Article 4. of the Certificate of Incorporation be amended as
follows:

          "The total number of shares of stock that this corporation shall have
authority to issue is 125,500,000 shares consisting of (i) 125,000,000 Common
Stock, par value $.01 per share ("Common Stock") and (ii) 500,000 shares of
Preferred Stock, $0.1 par value per share ("Preferred Stock").

     The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of this corporation.


1.   COMMON STOCK.

     A.   GENERAL. The voting, dividend and liquidation rights of the holders
of the Common Stock are subject to and qualified by the rights of the holders
of the Preferred Stock of any series as may be designated by the board of
directors upon any issuance of the Preferred Stock of any series. The holders
of the Common Stock shall have no preemptive rights to subscribe for any shares
of any class of stock of this corporation whether now or hereafter authorized.

     B.   VOTING. The holders of the Common Stock are entitled to one vote for
each share held at all meetings of stockholders. There shall be no cumulative
voting.

     The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of this corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of the State of Delaware.

     C.   DIVIDENDS. Dividends may be declared and paid on the Common Stock
from funds lawfully available therefor as and when determined by the board of
directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.

     D.   LIQUIDATION. Upon the dissolution or liquidation of this corporation,
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of this corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.

     E.   PREFERRED STOCK.
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     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
board of directors as hereinafter provided. Any shares of Preferred Stock which
may be redeemed, purchased or acquired by this corporation may be reissued
except as otherwise provided by law or this Certificate of Incorporation.
Different series of Preferred Stock shall not be construed to constitute
different classes of shares for the purposes of voting by classes unless
expressly provided in the resolution or resolutions providing for the issue of
such series adopted by the board of directors as hereinafter provided.

     Authority is hereby expressly granted to the board of directors from time
to time to issue the Preferred Stock in one or more series, and in connection
with the creation of any such series, by resolution or resolutions providing for
the issue of the shares thereof, to determine and fix such voting powers, full
or limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of the State of Delaware.
Without limiting the generality of the foregoing, the resolutions providing for
issuance of any series of Preferred Stock may provide that such series shall be
superior or rank equally or be junior to the Preferred Stock of any other series
to the extent permitted by law and this Certificate of Incorporation. Except as
otherwise provided in this Certificate of Incorporation, no vote of the holders
of the Preferred Stock or Common Stock shall be prerequisite to the designation
or issuance of any shares of any series of the Preferred Stock authorized by and
complying with the conditions of this Certificate of Incorporation, the right to
have such vote being expressly waived by all present and future holders of the
capital stock of this corporation.

     SECOND: That the said amendment was duly adopted, consented to and
authorized by the majority of the shareholders entitled to vote thereon in a
special meeting of stockholders consent 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, said corporation has caused this Certificate to be
signed by George F. Colony, President dated this 7th day of February, 2000.

                                      FORRESTER RESEARCH, INC.


                                      /s/ George F. Colony, President
                                      --------------------------------
                                      George F. Colony, President