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                                                                     EXHIBIT 3.2

                            CERTIFICATE OF AMENDMENT

                                     TO THE

                      RESTATED CERTIFICATE OF INCORPORATION

         STORAGE TECHNOLOGY CORPORATION, a Delaware corporation, whose
registered office in the State of Delaware is located at 1209 Orange Street, in
the City of Wilmington, County of New Castle, certifies pursuant to Section 242
of the Delaware General Corporation Law that:

         1. By action taken at a meeting on March 29, 1989, in accordance with
and pursuant to Section 141(f) of the Delaware General Corporation Law, the
Board of Directors of Storage Technology Corporation, adopted the following
resolutions:

         RESOLVED, that the Corporation's Articles of Incorporation be amended
         to provide for a one-for-ten reverse split of the Corporation's Common
         Stock.

         FURTHER RESOLVED, that the Corporation's Articles of Incorporation be
         further amended to provide for a total of 50 million authorized shares
         of Common Stock, $.10 par value.

         FURTHER RESOLVED, that the President and Executive Vice Presidents of
         the Corporation, or any of them acting singly, are hereby authorized to
         seek the consent of the shareholders, by special consent in lieu of a
         meeting, to the above described amendments to the Articles of
         Incorporation, and in furtherance thereof to set a record date of April
         18, 1989, for determining the shareholders entitled to vote on such
         issues, filing the form of solicitation of consents with the Securities
         and Exchange Commission, and doing all other acts which may be
         necessary or advisable in order to obtain the consent of the
         shareholders.

         FURTHER RESOLVED, that the date for determination of the consent of the
         shareholders for the foregoing amendments be and hereby is set as May
         19, 1989.

         2. By Notice of Action of Stockholders by Consent in Lieu of
Stockholder's Meeting called on May 19, 1989, in accordance with Section 222 of
the Delaware General Corporation Law, the stockholders of Storage Technology
Corporation adopted the following resolutions by Consent:

RESOLVED, that the Restated Certificate of Incorporation of Storage Technology
Corporation be and hereby is amended by deleting the first paragraph of Article
V and inserting in lieu thereof the following:

         "The total number of shares of capital stock which the Company shall
         have authority to issue in Ninety Million (90,000,000) shares, divided
         into Fifty Million (50,000,000) shares of Common Stock with a par value
         of ten cents ($.10)

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         per share (hereinafter called "Common Stock"); and Forty Million
         (40,000,000) shares of Preferred Stock, with a par value of one cent
         ($.01) per share."

FURTHER RESOLVED, that, at the time of filing this amendment with the Secretary
of State of the State of Delaware (the "Effective Date") the Common Stock of the
Corporation will be reverse split on a one-for-ten basis, and each share of
Common Stock authorized immediately prior to this amendment shall be converted
into one-tenth of a share of Common Stock. Each holder of Common Stock whose
aggregate shares of Common Stock held in one name or account are fewer than ten
or not evenly divisible by ten shall receive cash from the Company for the
resulting fractional share interest in an amount equal to the average closing
sale price of the Common Stock on the New York Stock Exchange for the five
trading days immediately preceding the Effective Date multiplied by the number
of shares of Common Stock held by any holder will be based shares of Common
Stock held by any holder will be based on beneficial ownership of such shares
where such information can reasonably and practicably be determined.

EXECUTED as of this 22nd day of May, 1989.



                                        STORAGE TECHNOLOGY CORPORATION


                                        By
                                          -------------------------------------
                                          Lowell Thomas Gooch
                                          Executive Vice President of Operations


Attest:


---------------------------------
Kathleen A. Reilly
Assistant Secretary

[SEAL]


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STATE OF COLORADO          )
                           )   ss.
CITY AND COUNTY OF BOULDER )

         Be it remembered that on this _______day of May, 1989, personally came
before me, a Notary Public, Lowell Thomas Gooch, Executive Vice President of
Operations of Storage Technology Corporation, a Delaware corporation, known to
me personally to be such and acknowledged the above Certificate to be his free
act and deed and the act and deed of said Company; that the signature of said
President is his own proper handwriting; that the seal affixed is the corporate
seal of said Company; that the facts stated therein are true; and that his act
of executing the said Certificate was duly authorized by the Directors of said
Company.

         WITNESS my hand and official seal the day and year aforesaid.

         My commission expires:                               .
                                    --------------------------

                                    -------------------------------------
                                    Notary Public


STATE OF COLORADO          )
                           )   ss.
CITY AND COUNTY OF BOULDER )

         Be it remembered that on this _______day of May, 1989, personally came
before me, a Notary Public, Kathleen A. Reilly, Assistant Secretary of Storage
Technology Corporation, a Delaware corporation, known to me personally to be
such and acknowledged the above Certificate to be his free act and deed and the
act and deed of said Company; that the signature of said President is his own
proper handwriting; that the seal affixed is the corporate seal of said Company;
that the facts stated therein are true; and that his act of executing the said
Certificate was duly authorized by the Directors of said Company.

         WITNESS my hand and official seal the day and year aforesaid.

         My commission expires:                               .
                                    --------------------------

                                    -------------------------------------
                                    Notary Public