Certificate of Amendment

                                       Of

                          Certificate of Incorporation

                                       Of

                              Allaire Corporation


        Allaire Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:

          FIRST: That by a Consent of the Directors of the Corporation dated as
                 of           , resolutions were duly adopted proposing and
                 declaring advisable that the Certificate of Incorporation of
                 the Corporation be amended and that such amendment be
                 submitted to the stockholders of the Corporation for their
                 consideration, as follows:

                       RESOLVED:     That the Board of Directors of the
                                     Corporation recommends and deems it
                                     advisable that the Certificate of
                                     Incorporation of the Corporation, as
                                     heretofore amended, be further amended by
                                     deleting the first paragraph of Article
                                     Fourth in its entirety and substituting
                                     therefor a new paragraph as follows:

                                             "FOURTH: The total number of shares
                                     of all classes of capital stock which the
                                     Corporation shall have authority to issue
                                     shall be 40,000,000, consisting of (i)
                                     35,000,000 shares of common stock, par
                                     value $.01 per share ("Common Stock"), and
                                     (ii) 5,000,000 shares of preferred stock,
                                     par value $.01 per share ("Preferred
                                     Stock")."

                       RESOLVED:     That the aforesaid proposed amendment be
                                     submitted to the stockholders of the
                                     Corporation for their consideration.

                       RESOLVED:     That following the approval by the
                                     stockholders of the aforesaid proposed
                                     amendment as required by law, the officers
                                     of the Corporation be, and they hereby are,
                                     and each of them acting singly hereby is,
                                     authorized and directed (i) to prepare,
                                     execute and file with the Secretary of 
                                     State of the State of Delaware a
                                     Certificate of Amendment setting forth the
                                     aforesaid amendment in the form approved by
                                     the





                                     stockholders and (ii) to take any and all
                                     other actions necessary, desirable or
                                     convenient to give effect to the aforesaid
                                     amendment or otherwise to carry out the
                                     purposes of the foregoing resolutions.
  
         SECOND:  That the aforesaid amendment was duly adopted in accordance
                  with the applicable provisions of Section 228 and Section 242
                  of the General Corporation Law of the State of Delaware.

         IN WITNESS WHEREOF, Allaire Corporation has caused this certificate to
be executed on its behalf by David J. Orfao, its President, this ___ day of
__________, 1999.



                                          ALLAIRE CORPORATION


                                          By:_________________________________
                                               President



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