Exhibit 3.2

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                            ASTEA INTERNATIONAL INC.

Astea  International  Inc.  (the  "Corporation"),  a  corporation  organized and
existing  under  and by virtue of the  General  Corporation  Law of the State of
Delaware ("DGCL"), does hereby certify:

         FIRST:  That the Board of  Directors  of the  Corporation  duly adopted
resolutions   declaring   advisable   the  amendment  of  the   Certificate   of
Incorporation  of the  Corporation  to effect a combination  of the  outstanding
Common Stock of the  Corporation.  The  resolutions  setting  forth the proposed
amendment are as follows:

         RESOLVED,  that without any other action on the part of the Corporation
         or any other person,  on the effective date (the  "Effective  Date") of
         the  Certificate  of  Amendment  to the  Corporation's  Certificate  of
         Incorporation  setting  forth  these  resolutions  and  filed  with the
         Secretary of State of the State of  Delaware,  every five (5) shares of
         Common Stock then outstanding shall be automatically converted into one
         (1) share of Common Stock; and

         RESOLVED  FURTHER,  that no fractional  shares of Common Stock shall be
         issued  upon  the  conversion  of  shares  pursuant  to  the  preceding
         resolution.  Fractional  shares  shall  entitle the holders  thereof to
         receive  an  amount  in cash  equal  to the  value  of such  fractional
         interest as calculated based on the average closing market price of the
         shares of Common  Stock of the  Corporation  for the five  trading days
         immediately preceding the Effective Date; and

         RESOLVED  FURTHER,  that  following the Effective  Date,  (i) new stock
         certificates  (the "New  Certificates")  representing  shares of Common
         Stock shall be issued by the  Corporation in exchange for the surrender
         of stock certificates (the "Old Certificates") representing outstanding
         shares of Common Stock  immediately  prior to the Effective  Date,  and
         (ii)  the Old  Certificates  shall be  deemed  canceled,  shall  not be
         recognized as evidencing  outstanding Common Stock, and shall represent
         only the right of the holders thereof to receive New Certificates.

         SECOND:  That  pursuant to  resolution  of its board of  directors,  an
annual meeting of the  stockholders of the Corporation was duly called and held,
upon notice in  accordance  with the  provisions  of Section 222 of the DGCL, at
which meeting the necessary  number of shares as required by the DGCL were voted
in favor of the amendment.

         THIRD: That the foregoing amendment was duly adopted in accordance with
the provisions of Section 242 of the DGCL.

         FOURTH:  That  this  Certificate  of  Amendment  to  the  Corporation's
Certificate of  Incorporation  shall become effective at 12:01 a.m. on September
2, 2003.

         IN  WITNESS  WHEREOF,   Astea   International   Inc.  has  caused  this
certificate to be signed by Zack B. Bergreen,  its Chief Executive Officer,  and
John Tobin, its Secretary, this 26th day of August, 2003.

                                            /s/  Zack B. Bergreen
                                            ------------------------------------
                                            Zack B. Bergreen
                                            Chairman and Chief Executive Officer

                                            /s/ John Tobin
                                            ------------------------------------
                                            John Tobin
                                            Secretary