AMENDMENT TO THE BYLAWS

                                           OF

                                  INFORMIX CORPORATION

                                 a Delaware corporation


     I, Gary Lloyd, as Secretary of INFORMIX CORPORATION, certify that:

     1.    I am the Secretary of INFORMIX CORPORATION, a Delaware corporation 
(the "Corporation").

     2.    On April 20, 1999, the Board of Directors of INFORMIX CORPORATION 
approved the following amendment to Article III, Section 1 of the Bylaws of 
INFORMIX CORPORATION:

           Section 1.   Management. The property, business and affairs 
    of the Corporation shall be managed by or under the direction of a Board 
    of Directors. The number of Directors of the Corporation (including 
    Directors to be elected by the holders of any one or more series of 
    Preferred Stock voting separately as a class or classes) shall be six 
    (6). As used in these Bylaws, the terms "whole Board" or "whole Board of 
    Directors" mean the total number of Directors which the Corporation 
    would have if there were no vacancies. In addition to the powers and 
    authorities by these Bylaws and the Certificate of Incorporation 
    expressly conferred upon it, the Board of Directors may exercise all 
    such powers of the Corporation, and do all such lawful acts and things 
    as are not by statute or by the Certificate of Incorporation or by these 
    Bylaws directed or required to be exercised or done by the stockholders.

Effective April 20, 1999                 INFORMIX CORPORATION


                                          /s/ Gary Lloyd
                                         --------------------------------------
                                         Gary Lloyd, Secretary