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                              AMENDED AND RESTATED

                          ARTICLES OF INCORPORATION OF

                                GUPTA CORPORATION


     UMANG P. GUPTA and CRAIG W. JOHNSON certify that:

     1.   They are the President and Secretary, respectively, of GUPTA
CORPORATION, a California corporation.

     2.   The Articles of Incorporation of this corporation are amended and
restated to read in their entirety as follows:

                                      "I.

     The name of this corporation is GUPTA CORPORATION.

                                      II.

     The purpose of this corporation is to engage in any lawful act or 
activity for which a corporation may be organized under the General 
Corporation Law of California other than the banking business, the trust 
company business or the practice of a profession permitted to be incorporated 
by the California Corporations Code.

                                     III.

     (a)  This corporation is authorized to issue two classes of shares
designated "Preferred Stock" and "Common Stock", respectively.  The total number
of shares which this corporation shall have authority to issue is Sixty-Two
Million (62,000,000), with par value of $0.01 per share.  The number of shares
of Preferred Stock authorized to be issued is Two Million (2,000,000), and the
number of shares of Common Stock authorized to be issued is Sixty Million
(60,000,000).  Upon the filing of these Amended and Restated Articles of
Incorporation, each outstanding share of Common Stock, no part value, shall be
reconstituted as one share of Common Stock, $.01 par value.

     (b)  The Preferred Stock may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized, within the limitations and
restrictions stated in these Articles of Incorporation to determine or alter the
rights, preferences, privileges or restrictions stated in these Articles of
Incorporation; to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and the number of shares constituting any such series and the 

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designation thereof, or any of them; and to increase or decrease the number 
of shares of any series subsequent to the issue of shares of that series, but 
not below the number of shares of such series then outstanding.  In case the 
number of shares of any series shall be so decreased, the shares constituting 
such decrease shall resume the status which they had prior to the adoption of 
the resolution originally fixing the number of shares of such series.

                                      IV.

     Section 1.     LIMITATION OF DIRECTORS' LIABILITY.  The liability of the
directors of the corporation for monetary damages shall be eliminated to the
fullest extent permissible under California law.

     Section 2.     INDEMNIFICATION OF CORPORATE AGENTS.  This corporation is
authorized to provide indemnification of agents (as defined in Section 317 of
the California Corporations Code) through bylaw provisions, agreements with
agents, vote of shareholders or disinterested directors or otherwise, in excess
of the indemnification otherwise, in excess of the indemnification otherwise
permitted by such Section 317 of the California Corporations Code, subject only
to the applicable limits set forth in Section 204 of the California Corporations
Code with respect to actions for breach of duty to the corporation and its
shareholders.

     Section 3.     REPEAL OR MODIFICATION.  Any repeal or modification of the
foregoing provisions of this Article IV by the shareholders of the corporation
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification."

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

     4.   The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California Corporations Code.  At the time of shareholder approval, the
total number of outstanding shares of Common Stock of the corporation was
4,649,355, the total number of outstanding shares of Series A Preferred Stock of
the corporation was 1,220,908, the total number of outstanding shares of
Series B Preferred Stock of the corporation was 1,208,000, and the total number
of outstanding shares of Series C Preferred Stock of the corporation was
1,657,500.  All outstanding shares of Series A, Series B and Series C Preferred
Stock have converted into shares of Common Stock in accordance with their terms.
The corporation has no other class of securities outstanding.  The number of
shares voting in favor of the amendment equaled or exceeded the vote required.
The 

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percentage vote required was more that 50% of the Common Stock and more than
50% of the Preferred Stock.

     We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate of Amendment and
Restatement of Articles of Incorporation are true of our own knowledge. 
Executed at Palo Alto, California on February 9, 1993.

                              /s/ Umang P. Gupta 
                              ----------------------
                              UMANG P. GUPTA, President


                              /s/ Craig W. Johnson 
                              ----------------------
                              CRAIG W. JOHNSON, Secretary

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                          CERTIFICATE OF AMENDMENT OF

                AMENDED AND RESTATED ARTICLES OF INCORPORATION
                             OF GUPTA CORPORATION

                           A CALIFORNIA CORPORATION


     The undersigned, Samuel Inman and Richard Heaps, hereby certify that:

     1.   They are the duly elected and acting President and Chief Executive
Officer and Assistant Secretary, respectively, of said corporation.

     2.   Article I of the Amended and Restated Articles of Incorporation of
said corporation shall be amended in its entirety to read in full as follows:

                                  "ARTICLE I

     The name of this corporation is Centura Software Corporation."

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

     4.   The foregoing amendment was approved by the holders of the requisite
number of shares of said corporation in accordance with Sections 902 and 903 of
the California General Corporation Law; the total number of outstanding shares
of each class entitled to vote with respect to the foregoing amendment was
12,622,467 shares of Common Stock.  There are no shares of any series of
Preferred Stock outstanding as of the date hereof.  The number of shares voting
in favor of the foregoing amendment equaled or exceeded the vote required, such
required vote being a majority of the outstanding shares of Common Stock.

     The undersigned declare under penalty or perjury that the matters set forth
in the foregoing certificate are true of their own knowledge.  Executed at Palo
Alto, California on September 24, 1994.


                                    /s/ Samuel Inman
                                   -----------------------------------
                                   Samuel Inman, President and
                                       Chief Executive Officer


                                    /s/ Richard Heaps
                                   -----------------------------------
                                   Richard Heaps, Assistant Secretary