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                                                                     EXHIBIT 3.3

                                    AMENDMENT
                       TO THE AMENDED AND RESTATED BY-LAWS
                                       OF
                               MRO SOFTWARE, INC.


Article III, Section 3.1 of the Amended and Restated By-Laws of MRO Software,
Inc. is deleted and replaced by the following:


         SECTION 3.1.  ANNUAL MEETINGS.

         The annual meeting of Stockholders shall be held on the first Tuesday
in March of each year (or if that be a legal holiday in the place where the
meeting is to be held, on the next succeeding full business day) at 10:00 a.m.
unless a different hour is fixed by the Board of Directors or the President. The
purposes for which the annual meeting is to be held, in addition to those
prescribed by law, by the Articles of Organization or these By-Laws, may be
specified by the Board of Directors or the President. If no annual meeting has
been held on the date fixed above, or by adjournment there from, a special
meeting in lieu thereof may be held and any action taken at such special meeting
shall have the same force and effect as if taken at the annual meeting.

         Notwithstanding any other provision in these By-Laws, the Board of
Directors may change the date, time and location of any annual or special
meeting of the Stockholders (other than a special meeting called upon the
written application of Stockholders (a "Meeting Requested by Stockholders"))
prior to the time for such meeting, including, without limitation, by postponing
or deferring the date of any such annual or special meeting (other than a
Meeting Requested by Stockholders) previously called or by canceling any special
meeting previously called (other than a Meeting Requested by Stockholders).

Adopted by the Board of Directors on February 1, 2001.

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