EXHIBIT 3.2
                          CERTIFICATE OF ELIMINATION

                                      OF

         SERIES A, SERIES B, SERIES C, SERIES C1, SERIES D, SERIES D1,
          SERIES E, SERIES E1, SERIES F AND SERIES F1 PREFERRED STOCK

                                      OF

                          AGILE SOFTWARE CORPORATION

    (Pursuant to Section 151 of the General Corporation Law of the State of
                                   Delaware)

     Agile Software Corporation, a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), certifies
as follows:

     FIRST:  Article FOURTH of the Certificate of Incorp
oration of the
     -----
Corporation authorizes the issuance of 31,175,556 shares of Preferred Stock, par
value $0.001 per share (the "Preferred Stock"), of which Preferred Stock,
1,500,000 shares have been designated Series A Preferred Stock, 3,000,000 shares
have been designated Series B Preferred Stock, 4,000,000 shares have been
designated Series C Preferred Stock, 4,000,000 shares have been designated
Series C1 Preferred Stock, 1,500,000 shares have been designated Series D
Preferred Stock, 1,500,000 shares have been designated Series D1 Preferred
Stock, 1,000,000 shares have been designated Series E Preferred Stock, 1,000,000
shares have been designated Series E1 Preferred Stock, 1,837,778 shares have
been designated Series F Preferred Stock, and 1,837,778 shares have been
designated Series F1 Preferred Stock pursuant to a Certificate of Designations
filed pursuant to Section 151 of the General Corporation Law of the State of
Delaware.


    SECOND:  The following resolution was adopted on __________, 1999 the
     ------
Board of Directors of the Corporation as required by Section 151(g) of the
General Corporation Law of the State of Delaware:

     RESOLVED, that none of the authorized shares of the Series A Preferred
     Stock, Series B Preferred Stock, Series C Preferred Stock, Series C1
     Preferred Stock, Series D Preferred Stock, Series D1 Preferred Stock,
     Series E Preferred Stock, Series E1 Preferred Stock, Series F Preferred
     Stock and Series F1 Preferred Stock are outstanding and no shares of the
     Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
     Stock, Series C1 Preferred Stock, Series D Preferred Stock, Series D1
     Preferred Stock, Series E Preferred Stock, Series E1 Preferred Stock,
     Series F Preferred Stock and Series F1 Preferred Stock will be issued
     subject to the Certificate of Designations previously file
d with respect to
     such Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
     Stock, Series C1 Preferred Stock, Series D Preferred Stock, Series D1
     Preferred Stock, Series E Preferred Stock, Series E1 Preferred Stock,
     Series F Preferred Stock and Series F1 Preferred Stock.

     THIRD:  Pursuant to the provisions of Section 151(g) of the General
     -----
Corporation Law of the State of Delaware, all matters set forth in the
Certificate of Designations with respect to such

                                       1


Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series C1 Preferred Stock, Series D Preferred Stock, Series D1 Preferred Stock,
Series E Preferred Stock, Series E1 Preferred Stock, Series F Preferred Stock
and Series F1 Preferred Stock are hereby eliminated from the Certificate of
Incorporation.

                                       2


     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by its duly authorized officer this ____ day of __________, 1999.


                              AGILE SOFTWARE CORPORATION


                              By: ___________________________________
                                  Thomas P. Shanahan, Chief Financial
                                  Officer and Secretary

                                       3


                           CERTIFICATE OF AMENDMENT
                                      OF
                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                          AGILE SOFTWARE CORPORATION


     Agile Software Corporation, a Delaware corporation (the "Corporation"),
hereby certifies:

     1.   That the Corporation's Board of Directors has duly adopted the
following resolutions:

     RESOLVED, that the first paragraph of Article FOURTH of the Restated
     Certificate of Incorporation is hereby amended to read in full as follows:

     FOURTH:
     ------

     A.   The Corporation is authorized to issue a total of 110,000,000 shares
          of stock in two classes designated respectively "Prefe
rred Stock" and
          "Common Stock." The total number of shares of all series of Preferred
          Stock that the Corporation shall have the authority to issue is
          10,000,000 and the total number of shares of Common Stock that the
          Corporation shall have the authority to issue is 100,000,000. All of
          the authorized shares shall have a par value of $0.001.

     2.   That the proposed amendment has been duly adopted by the Corporation's
Board of Directors and sole stockholder in accordance with the provisions of
Sections 242 and 228 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of Restated Certificate of Incorporation to be signed by a duly
authorized officer on this _____ day of ___________, 1999.



                                   AGILE SOFTWARE CORPORATION


                              By:  ___________________________________
                                   Thomas P.
Shanahan, Chief Financial
                                   Officer and Secretary