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                                                                     EXHIBIT 3.3


                            CERTIFICATE OF AMENDMENT
                                       OF
                           SECOND AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                             OF QUEST SOFTWARE, INC.
                           (A CALIFORNIA CORPORATION)

         The undersigned Vincent C. Smith and David M. Doyle hereby certify
that:

         1. They are the duly elected and acting (i) Chief Executive Officer and
(ii) President and Secretary, respectively, of Quest Software, Inc., a
California corporation (the "Corporation").

         2. Paragraph A of Article III of the Second Amended and Restated
Articles of Incorporation of the Corporation, as amended through the date of
this filing (the "Restated Articles"), shall be amended to read in full as
follows:

         A.       Classes of Stock. This corporation is authorized to issue two
                  classes of stock to be designated, respectively, "Common
                  Stock" and "Preferred Stock." The total number of shares of
                  stock which the corporation is authorized to issue is One
                  Hundred Sixty Million (160,000,000) shares. One Hundred Fifty
                  Million (150,000,000) shares shall be Common Stock, no par
                  value per share, and Ten Million (10,000,000) shares shall be
                  Preferred Stock, no par value per share. Effective immediately
                  upon the filing of this Certificate of Amendment, each
                  outstanding share of Common Stock shall be split and
                  automatically converted, without any further action on the
                  part of the holder thereof, into two (2) shares of Common
                  Stock. No shares of Preferred Stock are outstanding. No
                  fractional shares shall be issued in connection with the stock
                  split.

         3. The foregoing amendment of the Restated Articles has been duly
approved by the Board of Directors of the Corporation.

         4. The Corporation has only one class of shares outstanding. No vote of
the shareholders of the Corporation was required in accordance with the Restated
Articles and Sections 902(c) and 903(a) of the California Corporations Code.

         We further declare under penalty of perjury under the laws of the State
of California that we have read this Certificate and that the matters set forth
herein are true and correct of our own knowledge.

         Executed at Irvine, California on March 24, 2000.


                                        /s/ VINCENT C. SMITH
                                        ----------------------------------------
                                        Vincent C. Smith
                                        Chief Executive Officer


                                        /s/ DAVID M. DOYLE
                                        ----------------------------------------
                                        David M. Doyle
                                        President and Secretary