EXHIBIT 3.5

                             CERTIFICATE OF INCREASE

                                       OF

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       OF

                              ELOYALTY CORPORATION

                             ----------------------

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

      eLoyalty Corporation (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, in accordance with provisions of Section 151(g) thereof, DOES HEREBY
CERTIFY:

      That pursuant to the authority set forth in the Certificate of
Incorporation of the Corporation, as amended, the Board of Directors of the
Corporation has adopted the following resolution increasing the number of
authorized shares of Series A Junior Participating Preferred Stock, par value
$.01 per share, of the Corporation:

            RESOLVED: That the number of shares of the series of Preferred Stock
      of the Corporation designated as Series A Junior Participating Preferred
      Stock, par value $.01 per share, be, and hereby is, increased from
      1,000,000 shares to 5,000,000 shares, and that the appropriate officers of
      the Corporation be and hereby are authorized and directed in the name and
      on behalf of the Corporation to execute and file a Certificate of Increase
      with the Secretary of State of the State of Delaware increasing the number
      of shares constituting the Series A Junior Participating Preferred Stock,
      par value $.01 per share, from 1,000,000 to 5,000,000 and to take any and
      all other actions deemed necessary or appropriate to effectuate this
      resolution.

      This Certificate of Increase, and the increase effected hereby, shall
become effective upon filing.


      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Kelly D. Conway, its President and Chief Executive Officer, this 19th
day of December, 2001.

                                    eLOYALTY CORPORATION


                                    By:         /s/ Kelly D. Conway
                                       -----------------------------------------
                                    Name:  Kelly D. Conway
                                    Title: President and Chief Executive Officer