EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                       OF

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                 INNOVEDA, INC.

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

         1. At a duly convened meeting of the Board of Directors of the
Corporation, a resolution was duly adopted, pursuant to Section 242 of the
Delaware Corporation Law, setting forth an amendment to the Amended and Restated
Certificate of Incorporation of the Corporation, as amended, declaring said
amendment to be advisable and directing that it be considered at the next annual
meeting of the Corporation's stockholders. The stockholders of the Corporation
duly approved said proposed amendment in accordance with Section 242 of the
Delaware Corporation Law at the Corporation's 2000 Annual Meeting of
Stockholders on July 13, 2000 called and held upon notice in accordance with
Section 222 of the Delaware Corporation Law. The resolution setting forth the
amendment is as follows:

  RESOLVED:         That, subject to the approval of the stockholders of the
                    Corporation, the first paragraph of the fourth article of
                    the Corporation's Amended and Restated Certificate of
                    Incorporation, as amended, be and hereby is, amended to read
                    in its entirety as follows (the "Certificate of Amendment"):

                           The corporation is authorized to issue two classes of
                           stock to be designated respectively, "Common Stock"
                           and "Preferred Stock". The total number of shares
                           that the corporation is authorized to issue is One
                           Hundred-Five Million (105,000,000) shares, consisting
                           of One Hundred Million (100,000,000) shares of Common
                           Stock, par value $0.01 per share, and Five Million
                           (5,000,000) shares of Preferred Stock, par value
                           $0.01 per share.

                    and that the Certificate of Amendment is deemed advisable
                    and in the best interests of the Corporation.

         2. This Certificate of Amendment of the Corporation shall be effective
immediately upon the filing hereof with the Secretary of State of the State of
Delaware.

         EXECUTED by the undersigned on this 20th day of July, 2000.

                               INNOVEDA, INC.

                               By: /s/ Peter T. Johnson
                                   --------------------
                                   Name:  Peter T. Johnson
                                   Title: Vice President of Business Development
                                          and Chief Legal Officer