<PAGE>

                                                                     EXHIBIT 3.1

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                                   CTP, INC.

                         (Incorporated March 13, 1991)

                                 * * * * * * 

     I, James K. Sims, President of CTP, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, do hereby certify that the Certificate of Incorporation of
CTP, Inc., as amended, has been further amended, and restated as amended, in
accordance with provisions of Sections 242 and 245 of the General Corporation
Law of the State of Delaware, and, as amended and restated, is set forth in its
entirety as follows:

     FIRST.  The name of the Corporation is CTP, Inc.  

     SECOND. The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD.  The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of the State of Delaware.

     FOURTH. The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue shall be 32,000,000 shares,
consisting of 30,000,000 shares of Common Stock with a par value of $.01 per
share (the "Common Stock") and 2,000,000 shares of Preferred Stock with a par
value of $.01 per share (the "Preferred Stock").

     A description of the respective classes of stock and a statement of the
designations, powers, preferences and rights, and the qualifications,
limitations and restrictions of the Preferred Stock and Common Stock are as
follows:

     A.   COMMON STOCK
          ------------

     1.   General. All shares of Common Stock will be identical and will entitle
          -------
the holders thereof to the same rights, powers

<PAGE>
 
                                      -2-

and privileges. The rights, powers and privileges of the holders of the Common 
Stock are subject to and qualified by the rights of holders of the Preferred 
Stock.

     2.   Dividends. Dividends may be declared and paid on the Common Stock from
          ---------
funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.

     3.   Dissolution, Liquidation or Winding Up.  In the event of any 
          --------------------------------------
dissolution, liquidation or winding up of the affairs of the Corporation, 
whether voluntary or involuntary, each issued and outstanding share of Common 
Stock shall entitle the holder thereof to receive an equal portion of the net 
assets of the Corporation available for distribution to the holders of Common 
Stock, subject to any preferential rights of any then outstanding Preferred 
Stock.

     4.   Voting Rights.  Except as otherwise required by law or this Amended 
          -------------
and Restated Certificate of Incorporation, each holder of Common Stock shall 
have one vote in respect of each share of stock held by him of record on the 
books of the Corporation for the election of directors and on all matters 
submitted to a vote of stockholders of the Corporation. Except as otherwise 
required by law or provided herein, holders of Common Stock will vote together 
with holders of the Preferred Stock as a single class, subject to any special or
preferential voting rights of any then outstanding Preferred Stock. There shall 
be no cumulative voting.

     B.   PREFERRED STOCK
          ---------------

     The Preferred Stock may be issued in one or more series at such time or 
times and for such consideration or considerations as the Board of Directors of 
the Corporation may determine. Each series shall be so designated as to 
distinguish the shares thereof from the shares of all other series and classes. 
Except as otherwise provided in this Amended and Restated Certificate of 
Incorporation, different series of Preferred Stock shall not be construed to 
constitute different classes of shares for the purpose of voting by classes.

     The Board of Directors is expressly authorized to provide for the issuance
of all or any shares of the undesignated Preferred Stock in one or more series,
each with such designations, preferences, voting powers (or special,
preferential or no voting powers), relative, participating, optional or other
special rights and privileges and such qualifications, limitations or
restrictions thereof as shall be stated in the resolution or resolutions adopted
by the Board of Directors to create such series, and a certificate or said
resolution or resolutions (a "Certificate of Designation") shall be filed in
accordance with

<PAGE>
 
                                      -3-

the General Corporation Law of the State of Delaware. The authority of the Board
of Directors with respect to each such series shall include, without limitation
of the foregoing, the right to provide that the shares of each such series may
be: (i) subject to redemption at such time or times and at such price or prices;
(ii) entitled to receive dividends (which may be cumulative or non-cumulative)
at such rates, on such conditions, and at such times, and payable in preference
to, or in such relation to, the dividends payable on any other class or classes
or any other series; (iii) entitled to such rights upon the dissolution of, or
upon any distribution of the assets of, the Corporation; (iv) convertible into,
or exchangeable for, shares of any other class or classes of stock, or of any
other series of the same or any other class or classes of stock of the
Corporation at such price or prices or at such rates of exchange and with such
adjustments, if any; (v) entitled to the benefit of such limitations, if any, on
the issuance of additional shares of such series or shares of any other series
of Preferred Stock; or (vi) entitled to such other preferences, powers,
qualifications, rights and privileges, all as the Board of Directors may deem
advisable and as are not inconsistent with law and the provisions of this
Amended and Restated Certificate of Incorporation.

     FIFTH.    The Corporation is to have perpetual existence.

     SIXTH.

          1.   Management.  The business and affairs of the Corporation shall be
               ----------
managed by or under the direction of the Board of Directors of the Corporation.

          2.   By-laws.  The Board of Directors of the Corporation is expressly 
               -------
authorized to adopt, amend or repeal the By-laws of the Corporation, subject to 
any limitation thereof contained in the By-laws. The stockholders shall also 
have the power to adopt, amend or repeal the By-laws of the Corporation.

          3.   Books.  The books of the Corporation may be kept at such place 
               -----
within or without the State of Delaware as the By-laws of the Corporation may 
provide or as may be designated from time to time by the Board of Directors of 
the Corporation.

     SEVENTH.

     1.   Number of Directors.  The number of directors which shall constitute 
          -------------------
the whole Board of Directors shall be determined by resolution of a majority of 
the Board of Directors, but in no event shall the number of directors be less 
than three. The number of directors may be decreased at any time and from time 
to time by a majority of the directors then in office, but only to eliminate 
vacancies existing by reason of the death, resignation or removal of one or more
directors. The directors shall be elected at the annual meeting of stockholders 
by such 
<PAGE>
 
                                      -4-

stockholders as have the right to vote on such election. Directors need not be 
stockholders of the Corporation.

     2.   Election of Directors.  Elections of directors need not be by written 
          ---------------------
ballot except as and to the extent provided in the By-laws of the Corporation.

     3.   Terms of Office.  Each director shall serve for a term ending on the 
          ---------------
date of the annual meeting following the annual meeting at which such director 
was elected.

     4.   Tenure.  Notwithstanding any provisions to the contrary contained 
          ------
herein, each director shall hold office until his successor is elected and 
qualified, or until his earlier death, resignation or removal.

     5.   Vacancies.  Any vacancy in the Board of Directors, however occurring, 
          ---------
including a vacancy resulting from an enlargement of the Board of Directors, may
be filled only by vote of a majority of the directors then in office, even if 
less than a quorum, or by a sole remaining director. A director elected to fill 
a vacancy shall be elected for the unexpired term of his predecessor in office, 
if applicable, and a director chosen to fill a position resulting from an 
increase in the number of directors shall hold office until his successor is 
elected and qualified, or until his earlier death, resignation or removal.

     6.   Quorum.  A majority of the total number of the whole Board of 
          ------
Directors shall constitute a quorum at all meetings of the Board of Directors. 
In the event one or more of the directors shall be disqualified to vote at any 
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third 
(1/3) of the number so fixed constitute a quorum. In the absence of a quorum at 
any such meeting, a majority of the directors present may adjourn the meeting 
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

     7.   Action at Meeting.  At any meeting of the Board of Directors at which 
          -----------------
a quorum is present, the vote of a majority of those present shall be sufficient
to take any action, unless a different vote is specified by law or the 
Corporation's Amended and Restated Certificate of Incorporation or By-laws.

     8.   Rights of Preferred Stock.  The provisions of this Article are subject
          -------------------------
to the rights of the holders of any series of Preferred Stock from time to time 
outstanding.

     EIGHTH. No director (including any advisory director) of the Corporation 
shall be personally liable to the  Corporation or its stockholders for monetary 
damages for breach of fiduciary duty as a director notwithstanding any provision
of law imposing


<PAGE>
 
                                     -5- 

such liability; provided, however, that, to the extent provided by applicable 
law, this provision shall not eliminate the liability of a director (i) for any 
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional 
misconduct or a knowing violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any transaction from which
the director derived an improper personal benefit. No amendment to or repeal of 
this provision shall apply to or have any effect on the liability or alleged 
liability of any director for or with respect to any acts or omissions of such
director occurring prior to such amendment to repeal.

     NINTH.
     
     1.   Actions, Suits, and Proceedings Other than by or in the Right of the 
          --------------------------------------------------------------------
Corporation. The Corporation shall indemnify each person who was or is a party 
-----------
or is threatened to be made a party to any threatened, pending or completed 
action, suit or proceeding, whether civil, criminal, administrative or 
investigative (other than an action by or in the right of the Corporation), by 
reason of the fact that he is or was, or has agreed to become, a director or 
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation , as a director, officer or trustee of, or in a 
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) (all such persons being 
referred to hereafter as an "Indemnitee"), or by reason of any action alleged 
to have been taken or omitted in such capacity, against all expenses (including 
attorneys' fees), judgments, fines and amounts paid in settlement actually and 
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and in a 
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, and, with respect to any criminal action or proceeding, and no 
reasonable cause to believe his conduct was unlawful. The termination of any 
action, suit or proceeding by judgement, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a 
        ---- ----------  
presumption that the person did not act in good faith and in a manner which he 
reasonably believed to be in, or not opposed to, the best interests of the 
Corporation, and, with respect to any criminal action proceeding, had reasonable
cause to believe that his conduct was unlawful. Notwithstanding anything to the
contrary in this Article, except as set forth in Section 6 below, the
Corporation shall not indemnify an Indemnitee seeking indemnification in
connection with a proceeding (or part thereof), initiated by the Indemnitee
unless the initiation thereof was approved by the Board of Directors of the
Corporation.
<PAGE>
 
                                      -6-

     2.   Actions or Suits by or in the Right of the Corporation.  The 
          ------------------------------------------------------
Corporation shall indemnify any Indemnitee who was or is a party or is 
threatened to be made a party to any threatened, pending or completed action or 
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was, or has agreed to become, a director or 
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a 
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan), or by reason of any 
action alleged to have been taken or omitted in such capacity, against all 
expenses (including attorneys' fees) and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, if he acted in good faith and in a 
manner he reasonably believed to be in, or not opposed to, the best interests of
the Corporation, except that no indemnification shall be made in respect of any 
claim, issue or matter as to which such person shall have been adjudged to be 
liable to the Corporation unless and only to the extent that the Court of 
Chancery of Delaware or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of such liability but 
in view of all the circumstances of the case, such person is fairly and 
reasonably entitled to indemnity for such expenses (including attorneys' fees) 
which the Court of Chancery of Delaware or such other court shall deem proper.

     3.   Indemnification for Expenses of Successful Party.  Notwithstanding the
          ------------------------------------------------
other provisions of this Article, to the extent that an Indemnitee has been 
successful, on the merits or otherwise, in defense of any action, suit or 
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, or on appeal from any such action, suit or 
proceeding, he shall be indemnified against all expenses (including attorneys' 
fees) actually and reasonably incurred by him or on his behalf in connection 
therewith. Without limiting the foregoing, if any action, suit or proceeding is 
disposed of, on the merits or otherwise (including a disposition without 
prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) 
an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea 
of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the 
             ---- ----------
Indemnitee did not act in good faith and in a manner he reasonably believed to 
be in, or not opposed to, the best interests of the Corporation, and (v) with 
respect to any criminal proceeding, an adjudication that the Indemnitee had 
reasonable cause to believe his conduct was unlawful, the Indemnitee shall be 
considered for the purpose hereof to have been wholly successful with respect 
thereto. 
<PAGE>
 
                                      -7-

     4.   Notification and Defense of Claim. As a condition precedent to his 
          ---------------------------------
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought. With respect to any
action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee. After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the
Corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Section 4. The Indemnitee shall have the
right to employ his own counsel in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Article. The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above.

     5.   Advance of Expenses.  Subject to the provisions of Section 6 below, in
          -------------------
the event that the Corporation does not assume the defense pursuant to Section 4
of this Article of any action, suit, proceeding or investigation of which the
Corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the Corporation in advance of the final disposition of such matter, provided,
                                                                       -------- 
however, that the payment of such expenses incurred by an Indemnitee in advance
-------
of the final disposition of such matter shall be made only upon receipt of an
undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such undertaking may be accepted without reference to the financial ability of,
such person to make such repayment.

     6.   Procedure for Indemnification.  In order to obtain indemnification or 
          -----------------------------
advancement of expenses pursuant to Section 1,
<PAGE>
 
                                      -8-

2, 3 or 5 of this Article, the Indemnitee shall submit to the Corporation a 
written request, including in such request such documentation and information as
is reasonably available to the Indemnitee and is reasonably necessary to 
determine whether and to what extent the Indemnitee is entitled to 
indemnification or advancement of expenses. Any such indemnification or 
advancement of expenses shall be made promptly, and in any event within 60 days 
after receipt by the Corporation of the written request of the Indemnitee, 
unless with respect to requests under Section 1, 2 or 5 the Corporation 
determines, by clear and convincing evidence, within such 60-day period that the
Indemnitee did not meet the applicable standard of conduct set forth in Section
1 or 2, as the case may be. Such determination shall be made in each instance by
(a) a majority vote of a quorum of the directors of the Corporation consisting
of persons who are not at that time parties to the action, suit or proceeding in
question ("disinterested directors"), (b) if no such quorum is obtainable, a
majority vote of a committee of two or more disinterested directors, (c) a
majority vote of a quorum of the outstanding shares of stock of all classes
entitled to vote for directors, voting as a single class, which quorum shall
consist of stockholders who are not at that time parties to the action, suit or
proceeding in question, (d) independent legal counsel (who may be regular legal
counsel to the Corporation), or (e) a court of competent jurisdiction.

     7.   Remedies.  The right to Indemnification or advances as granted by this
          --------
Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6. Unless otherwise provided by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the Corporation. Neither the failure of the Corporation
to have made a determination prior to the commencement of such action that
indemnification is proper in the circumstances because the Indemnitee has met
the applicable standard of conduct, nor an actual determination by the
Corporation pursuant to Section 6 that the Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or create a
presumption that the Indemnitee has not met the applicable standard of conduct.
The Indemnitee's expenses (including attorneys' fees) incurred in connection
with successfully establishing his right to indemnification, in whole or in
part, in any such proceeding shall also be indemnified by the Corporation.

     8.   Subsequent Amendment.  No amendment, termination or repeal of this 
          --------------------
Article or of the relevant provisions of the General Corporation Law of the
State of Delaware or any other applicable laws shall affect or diminish in any
way the rights of any Indemnitee to indemnification under the provisions hereof
with respect to any action, suit, proceeding or investigation
<PAGE>
 
                                      -9-

arising out of or relating to any actions, transactions or facts occurring prior
to the final adoption of such amendment, termination or repeal.

     9.   OTHER RIGHTS. The indemnification and advancement of expenses provided
          ------------
by this Article shall not be deemed exclusive of any other rights to which an
Indemnitee seeking indemnification or advancement of expenses may be entitled
under any law (common or statutory), agreement or vote of stockholders or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in any other capacity while holding office for the Corporation,
and shall continue as to an Indemnitee who has ceased to be a director or
officer, and shall inure to the benefit of the estate, heirs, executors and
administrators of the Indemnitee. Nothing contained in this Article shall be
deemed to prohibit, and the Corporation is specifically authorized to enter
into, agreements with officers and directors providing indemnification rights
and procedures different from those set forth in this Article. In addition, the
Corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
Corporation or other persons serving the Corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.

     10.  PARTIAL INDEMNIFICATION. If an Indemnitee is entitled under any
          -----------------------
provision of this Article to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

     11.  INSURANCE. The Corporation may purchase and maintain insurance, at its
          ---------
expense, to protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise (including any employee benefit plan) against any expense, liability
or loss incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the General Corporation Law
of the State of Delaware.

     12.  MERGER OR CONSOLIDATION. If the Corporation is merged into or
          -----------------------
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or
investigation arising

<PAGE>

                                     -10-
 
out of or relating to any actions, transactions or facts occurring prior to the 
date of such merger or consolidation.

     13.  Savings Clause. If this Article or any portion hereof shall be 
          --------------
invalidated on any ground by any court of competent jurisdiction, then the 
Corporation shall nevertheless indemnify each Indemnitee as to any expenses 
(including attorneys' fees), judgments, fines and amounts paid in settlement in 
connection with any action, suit, proceeding or investigation, whether civil, 
criminal or administrative, including an action by or in the right of the 
Corporation, to the fullest extent permitted by an applicable portion of this 
Article that shall not have been invalidated and to the fullest extent 
permitted by applicable law.

     14.  Definitions. Terms used herein and defined in Section 145(h) and 
          -----------
Section 145(i) of the General Corporation Law of the State of Delaware shall 
have the respective meanings assigned to such terms in such Section 145(h) and 
Section 145(i).

     15.  Subsequent Legislation. If the General Corporation Law of the State of
          -----------------------
Delaware is amended after adoption of this Article to expand further the 
indemnification permitted to Indemnitees, then the Corporation shall indemnify 
such persons to the fullest extent permitted by the General Corporation Law of 
the State of Delaware, as so amended.

     TENTH.    The Corporation reserves the right to amend or repeal any 
provision contained in this Amended and Restated Certificate of Incorporation in
the manner prescribed by the laws of the State of Delaware and all rights 
conferred upon stockholders are granted subject to this reservation.

     IN WITNESS WHEREOF, the undersigned has hereunto signed his name and 
affirms that the statements made in this Amended and Restated Certificate of 
Incorporation are true under the penalties of perjury this 21st day of Dec., 
1992.


                                                  /s/ James K. Sims
                                                  ------------------------------
                                                  James K. Sims, President
Attest:

/s/ Arthur M. Toscanini
-----------------------------
Arthur M. Toscanini, Secretary
<PAGE>
 
                           CERTIFICATE OF AMENDMENT

                                      OF

                         CERTIFICATE OF INCORPORATION

                                      OF

                                   CTP, INC.

     CTP, Inc. (the "Corporation"), a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows, pursuant to
Section 242 of the General Corporation Law of Delaware:

     1.   That the Board of Directors of CTP, Inc., at a meeting held on
December 17, 1992, duly adopted resolutions in accordance with Section 242 of
the General Corporation Law of the State of Delaware (i) proposing amendment of
the Certificate of Incorporation of the Corporation subject to the approval of
the shareholders of the Corporation, (ii) declaring such amendment to be
advisable and in the best interests of the Corporation, (iii) directing that
such amendment be submitted to and be considered by written consent action of
the shareholders of the Corporation. The resolution setting forth the amendment
is as follows:

RESOLVED:      That the Board of Directors of the Corporation deems it advisable
               and in the best interests of the Corporation and its stockholders
               that the Certificate of Incorporation of the Corporation, as
               amended and restated, be further amended by deleting Article
               FIRST thereof in its entirety and inserting the following in
               substitution therefor:

               "FIRST. The name of the Corporation is Cambridge Technology
               Partners (Massachusetts), Inc."

<PAGE>
 
                                      -2-

     2.   This Certificate of Amendment of Certificate of Incorporation was duly
adopted by written consent of the shareholders holding a majority of the
outstanding capital stock of the Corporation in accordance with the provisions
of Sections 228 and 242 of the General Corporation Law of the State of Delaware,
and written notice of the adoption of the Certificate of Amendment of
Certificate of Incorporation has been given as provided by Section 328 (d) of
the General Corporation Law of the State of Delaware to every shareholder
entitled to such notice.

     IN WITNESS WHEREOF, CTP, Inc. has caused this Certificate of Amendment of
Certificate of Incorporation to be signed by James K. Sims, its President, and
attested by Arthur M. Toscanini, its Assistant Secretary, this 11th day of
February, 1993.

                                        CTP, Inc.


                                        By: /s/ James K. Sims
                                            ------------------------------------
                                             James K. Sims,
                                             President

ATTEST:

BY: /s/ Arthur M. Toscanini 
    ------------------------------------
     Arthur M. Toscanini,
     Secretary

<PAGE>
 
                CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED
                        OFFICE AND OF REGISTERED AGENT

It is hereby certified that:

1.   The name of the corporation (hereinafter called the "corporation") is 
Cambridge Technology Partners (Massachusetts), Inc.

2.   The registered office of the corporation within the State of Delaware is 
hereby changed to 32 Loockerman Square, Suite L-100, City of Dover, County of 
Kent.

3.   The registered agent of the corporation within the State of Delaware is 
hereby changed to The Prentice-Hall Corporation System, Inc., the business 
office of which is identical with the registered office of the corporation as 
hereby changed.

4.   The corporation has authorized the changes hereinbefore set forth by 
resolution of its Board of Directors.

Signed on May 26  , 1993.

                                             /s/ James K. Sims
                                             -----------------------------------
                                             President

/s/ Arthur M. Toscanini
------------------------------------
Secretary

<PAGE>
 
                           CERTIFICATE OF AMENDMENT
                                        
                                       OF

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.

                                        
     Cambridge Technology Partners (Massachusetts), Inc., a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Corporation"), does hereby certify as follows, pursuant
to Section 242 of the General Corporation Law of Delaware:

     FIRST:  That the Board of Directors of said Corporation, at a meeting held
on December 14, 1995, duly adopted resolutions in accordance with Section 242 of
the General Corporation Law of the Sate of Delaware, (i) proposing amendment to
the Certificate of Incorporation of the Corporation, (ii) declaring such
amendment to be advisable and in the best interests of the Corporation, (iii)
directing that such amendment be submitted to the stockholders of the
Corporation for approval thereby.  The resolutions setting forth the amendment
and directing that such amendment be submitted to the stockholders are as
follows:

RESOLVED: That, subject to stockholder approval, the Board of Directors of the
          Corporation has determined that it is advisable and in the best
          interests of all of the Corporation's stockholders to increase the
          authorized capital stock of this Corporation from 30,000,000 shares of
          Common Stock, $0.01 par value per share, to 120,000,000 shares; that
          such increase be considered at the next annual meeting of the
          stockholders, that in order to effect said increase the proper
          officers of this Corporation are hereby authorized and directed to
          prepare, execute and file with the Secretary of State of the State of
          Delaware an appropriate Certificate of Amendment to the Certificate of
          Incorporation of this Corporation; and that the Board of Directors is
          hereby authorized to issue all or any part of the authorized but
          unissued capital stock of this Corporation at such times, to such
          persons, upon such terms, and for such consideration as the Board may
          in its discretion determine.

RESOLVED:  That the increase in the authorized capital stock of this Corporation
          be submitted to the stockholders of the Corporation for their
          consideration and approval.
<PAGE>
 
                                      -2-

          SECOND:  This Certificate of Amendment of Certificate of Incorporation
was duly adopted at the Annual Meeting of Stockholders of the Corporation held
May 15, 1996, in accordance with Section 242 of the General Corporation Law of
the State of Delaware.

          THIRD:  That in accordance with the aforementioned resolution, the
Amended and Restated Certificate of Incorporation of this Corporation is hereby
amended by deleting the first sentence of Article FOURTH thereof in its entirety
and replacing it with a new sentence so that, as amended, the first sentence of
Article FOURTH shall read as follows:

          The total number of shares of all classes of capital stock which the
          Corporation shall have authority to issue shall be One Hundred Twenty-
          Two Million (122,000,000) shares, consisting of 120,000,000 shares of
          Common Stock with a par value of $.01 per share (the "Common Stock")
          and 2,000,000 shares of Preferred Stock with a par value of $.01 per
          share (the "Preferred Stock").

          FOURTH:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

          IN WITNESS WHEREOF, Cambridge Technology Partners (Massachusetts),
Inc., has caused this certificate to be signed by James K. Sims, its President,
and attested by Arthur M. Toscanini, its Assistant Secretary, as of this 15th
day of May, 1996.

                                         CAMBRIDGE TECHNOLOGY PARTNERS
                                         (MASSACHUSETTS), INC.

                                         By:  /s/ James K. Sims
                                            ------------------------------
                                                  James K. Sims,
                                                  President

ATTEST:



By: /s/ Arthur M. Toscanini
   -------------------------------
   Arthur M. Toscanini,
   Assistant Secretary
<PAGE>
 
                         CERTIFICATE OF DESIGNATIONS 

                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

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

                               ($0.01 Par Value)
                                       of

              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.

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

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

                              ____________________

     Cambridge Technology Partners (Massachusetts), Inc., a corporation
organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), in accordance with the provisions of Section 103
thereof, DOES HEREBY CERTIFY:

     FIRST:  That pursuant to the authority conferred upon the Board of
Directors by the Certificate of Incorporation of the Corporation, the Board of
Directors of the Corporation adopted the following resolutions creating a series
of 100,000 shares of Preferred Stock, $0.01 par value per share, designated as
Series A Junior Participating Preferred Stock:

               RESOLVED: That pursuant to the authority vested in the Board of
               Directors of this Corporation in accordance with the provisions
               of Article FOURTH, Section B, of its Certificate of
               Incorporation, a series of Preferred Stock of the Corporation
               (the "Series A Junior Participating Preferred Stock") be, and it
               hereby is, created, and that the designation and amount thereof
               and the voting powers, preferences and relative, participating,
               optional and other special rights of the shares of the Series A
               Junior Participating Preferred Stock, and the qualifications,
               limitations or restrictions thereof, shall be as set forth in
               Appendix A attached hereto.
               ----------                 

               RESOLVED: That the President, Chief Financial Officer or any Vice
               President and the Secretary or any Assistant Secretary of the
               Corporation be, and they hereby are, authorized and directed, in
               the name and on behalf of the Corporation, to file the
               Certificate of Designations in accordance with the provisions of
               Delaware General Corporation Law and to take such actions as they
               may deem necessary or appropriate to carry out the intent of the
               foregoing resolution.

     SECOND:  That the aforesaid resolutions were duly and validly adopted in
accordance with the applicable provisions of Section 151 of the General
Corporation Law of the State of Delaware and the Certificate of Incorporation
and By-Laws of the Corporation.


     THIRD:  That the aforesaid designation shall become effective on July 3,
1997.
<PAGE>
 
     IN WITNESS WHEREOF, said Cambridge Technology Partners (Massachusetts),
Inc. has caused this Certificate to be executed, this 23rd day of June, 1997.

                                    CAMBRIDGE TECHNOLOGY PARTNERS
                                    (MASSACHUSETTS), INC.



                                    By:    /s/ Arthur M. Toscanini
                                           ------------------------

                                    Name:  Arthur M. Toscanini
                                           ------------------------

                                    Title: Executive Vice President
                                           ------------------------
<PAGE>
 
                                      -1-

                                                                      Appendix A
                                                                      ----------

    Section 1.  Designation and Amount.  The shares of such series shall
                ----------------------                                  
be designated as "Series A Junior Participating Preferred Stock" and the number
of shares constituting such series shall be 100,000.  Such number of shares may
be increased or decreased by resolution of the Board of Directors; provided,
                                                                   -------- 
however, that no decrease shall reduce the number of shares of Series A Junior
-------                                                                       
Participating Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A
Junior Participating Preferred Stock.

    Section 2.  Dividends and Distributions.
                --------------------------- 

          (A) Subject to the rights of the holders of any shares of any
series of Preferred Stock ranking prior and superior to the shares of Series A
Junior Participating Preferred Stock with respect to dividends, the holders of
shares of Series A Junior Participating Preferred Stock, in preference to the
holders of Common Stock, $.01 par value per share (the "Common Stock"), of the
Corporation, and of any other junior stock, shall be entitled to receive, when,
as and if declared by the Board of Directors, out of funds of the Corporation
legally available for the payment of dividends, quarterly dividends payable in
cash on January 31, April 30, July 31 and October 31 in each year (each such
date being referred to herein as a "Quarterly Dividend Payment Date"),
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $10.00 or (b) subject to the provision for adjustment hereinafter set
forth, 1,000 times the aggregate per share amount of all cash dividends, and
1,000 times the aggregate per share amount (payable in kind) of all non-cash
dividends or other distributions, other than a dividend payable in shares of
Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the
immediately preceding Quarterly Dividend Payment Date, or, with respect to the
first Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred Stock. In the
event the Corporation shall at any time declare or pay any dividend on Common
Stock payable in shares of Common Stock or effect a subdivision, combination or
consolidation of the outstanding Common Stock (by reclassification or otherwise
than by payment of a dividend in shares of Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the amount to
which holders of shares of Series A Junior Participating Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          (B) The Corporation shall declare a dividend or distribution on the
Series A Junior Participating Preferred Stock as provided in paragraph (A) above
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock) and the Corporation
shall pay such dividend or distribution on the Series A Junior Participating
Preferred Stock before the dividend or distribution declared on the Common Stock
is paid or set apart; provided, however, that, in the event no dividend or
                      --------  -------                                   
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $10.00 per share on the Series A Junior
Participating Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
<PAGE>
 
                                      -2-

          (C) Dividends shall begin to accrue and be cumulative on outstanding
shares of Series A Junior Participating Preferred Stock from the Quarterly
Dividend Payment Date next preceding the date of issue of such shares of Series
A Junior Participating Preferred Stock, unless the date of issue of such shares
is prior to the record date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to accrue from the date of issue
of such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive a quarterly
dividend and before such Quarterly Dividend Payment Date, in either of which
events such dividends shall begin to accrue and be cumulative from such
Quarterly Dividend Payment Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares of Series A Junior Participating
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable on such shares shall be allocated pro rata on a share-
by-share basis among all such shares at the time outstanding.  The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Junior Participating Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be no more
than 60 days prior to the date fixed for the payment thereof.

    Section 3.  Voting Rights.  The holders of shares of Series A Junior
                -------------                                           
Participating Preferred Stock shall have the following voting rights:

          (A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Junior Participating Preferred Stock shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the
stockholders of the Corporation.  In the event the Corporation shall at any time
declare or pay any dividend on Common Stock payable in shares of Common Stock or
effect a subdivision, combination of consolidation of the outstanding Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the number of votes per share to which holders of shares of
Series A Junior Participating Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such number by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

          (B) Except as otherwise provided herein, by law, or in any other
Certificate of Designations creating a series of Preferred Stock or any similar
stock, the holders of shares of Series A Junior Participating Preferred Stock,
the holders of shares of Common Stock and any other capital stock of the
Corporation having general voting rights shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.

          (C) (i) If at any time dividends on any Series A Junior Participating
Preferred Stock shall be in arrears in an amount equal to six (6) quarterly
dividends thereon, the occurrence of such contingency shall mark the beginning
of a period (herein called a "default period") which shall extend until such
time when all accrued and unpaid dividends for all previous quarterly dividend
periods and for the current quarterly dividend period on all shares of Series A
Junior Participating Preferred Stock then outstanding shall have been declared
and paid or set apart for payment.  During each default period, all holders of
Preferred Stock (including holders of the Series A Junior Participating
Preferred Stock) with dividends in arrears in an amount equal to six (6)
quarterly dividends thereon, voting as a class, irrespective of series, shall
have the right to elect two (2) Directors.
<PAGE>
 
                                      -3-

          (ii) During any default period, such voting right of the holders of
Series A Junior Participating Preferred Stock may be exercised initially at a
special meeting called pursuant to subparagraph (iii) of this Section 3(C) or at
any annual meeting of stockholders, and thereafter at annual meetings of
stockholders, provided that neither such voting right nor the right of the
holders of any other series of Preferred Stock, if any, to increase, in certain
cases, the authorized number of Directors shall be exercised unless the holders
of ten percent (10%) in number of shares of Preferred Stock outstanding shall be
present in person or by proxy.  The absence of a quorum of the holders of Common
Stock shall not affect the exercise by the holders of Preferred Stock of such
voting right.  At any meeting at which the holders of Preferred Stock shall
exercise such voting right initially during an existing default period, they
shall have the right, voting as a class, to elect Directors to fill such
vacancies, if any, in the Board of Directors as may then exist up to two (2)
Directors or, if such right is exercised at an annual meeting, to elect two (2)
Directors.  If the number which may be so elected at any special meeting does
not amount to the required number, the holders of the Preferred Stock shall have
the right to make such increase in the number of Directors as shall be necessary
to permit the election by them of the required number.  After the holders of the
Preferred Stock shall have exercised their right to elect Directors in any
default period and during the continuance of such period, the number of
Directors shall not be increased or decreased except by vote of the holders of
Preferred Stock as herein provided or pursuant to the rights of any equity
securities ranking senior to or pari passu with the Series A Junior
                                ---- -----                         
Participating Preferred Stock.

          (iii)  Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect Directors, the
Board of Directors may order, the calling of special meeting of the holders of
Preferred Stock, which meeting shall thereupon be called by the Chairman of the
Board or the President, of the Corporation.  Notice of such meeting and of any
annual meeting at which holders of Preferred Stock are entitled to vote pursuant
to this paragraph (C)(iii) shall be given to each holder of record of Preferred
Stock by mailing a copy of such notice to him at his last address as the same
appears on the books of the Corporation.  Such meeting shall be called for a
time not earlier than 10 days and not later than 60 days after such order or
request. Notwithstanding the provisions of this paragraph (C)(iii), no such
special meeting shall be called during the period within 60 days immediately
preceding the date fixed for the next annual meeting of the stockholders.

          (iv) In any default period, the holders of Common Stock, and other
classes of stock of the Corporation if applicable, shall continue to be entitled
to elect the whole number of Directors until the holders of Preferred Stock
shall have exercised their right to elect two (2) Directors voting as a class,
after the exercise of which right (x) the Directors so elected by the holders of
Preferred Stock shall continue in office until their successors shall have been
elected by such holders or until the expiration of the default period, and (y)
any vacancy in the Board of Directors may (except as provided in paragraph
(C)(ii) of this Section 3) be filled by vote of a majority of the remaining
Directors theretofore elected by the holders of the class of stock which elected
the Director whose office shall have become vacant.  References in this
paragraph (C) to Directors elected by the holders of a particular class of stock
shall include Directors elected by such Directors to fill vacancies as provided
in clause (y) of the foregoing sentence.

          (v) Immediately upon the expiration of a default period, (x) the right
of the holders of Preferred Stock as a class to elect Directors shall cease, (y)
the term of any Directors elected by the holders of Preferred Stock as a class
shall terminate, and (z) the number of Directors shall be such number as may be
provided for in the certificate of incorporation or by-laws irrespective of any
increase made pursuant to the provisions of paragraph (C)(ii) of this Section 3
(such number being subject, however, to change thereafter in any manner provided
by law or in the certificate of incorporation or 
<PAGE>
 
                                      -4-

bylaws). Any vacancies in the Board of Directors effected by the provisions of
clauses (y) and (z) in the preceding sentence may be filled by a majority of the
remaining Directors.

          (D) Except as set forth herein, or as otherwise provided by law,
holders of Series A Junior Participating Preferred Stock shall have no special
voting rights and their consent shall not be required (except to the extent they
are entitled to vote with holders of Common Stock as set forth herein) for
taking any corporate action.

    Section 4.  Certain Restrictions.
                -------------------- 

          (A) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Junior Participating Preferred Stock as provided in
Section 2 are in arrears, thereafter and until all accrued and unpaid dividends
and distributions, whether or not declared, on shares of Series A Junior
Participating Preferred Stock outstanding shall have been paid in full, the
Corporation shall not:

               (i) declare or pay dividends on or make any other distributions
on any shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Junior Participating
Preferred Stock;

               (ii) declare or pay dividends on or make any other distributions
on any shares of stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series A Junior Participating
Preferred Stock, except dividends paid ratably on the Series A Junior
Participating Preferred Stock and all such parity stock on which dividends are
payable or in arrears in proportion to the total amounts to which the holders of
all such shares are then entitled;

               (iii) redeem or purchase or otherwise acquire for consideration
shares of any stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series A Junior Participating Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Junior Participating Preferred Stock;

               (iv) purchase or otherwise acquire for consideration any shares
of Series A Junior Participating Preferred Stock, or any shares of stock ranking
on a parity with the Series A Junior Participating Preferred Stock, except in
accordance with a purchase offer made in writing or by publication (as
determined by the Board of Directors) to all holders of such shares upon such
terms as the Board of Directors, after consideration of the respective annual
dividend rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.

          (B) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

          Section 5.  Reacquired Shares.  Any shares of Series A Junior
                      -----------------                                
Participating Preferred Stock purchased or otherwise acquired by the Corporation
in any manner whatsoever shall be retired and canceled promptly after the
acquisition thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of
a new series of 
<PAGE>
 
                                      -5-

Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein.

    Section 6.  Liquidation, Dissolution or Winding Up.  (A) Upon any
                --------------------------------------               
liquidation (voluntary or otherwise), dissolution or winding up of the
Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Junior Participating Preferred Stock unless, prior
thereto, the holders of shares of Series A Junior Participating Preferred Stock
shall have received $1,000.00 per share, plus an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment (the "Series A Liquidation Preference").  Following the payment
of the full amount of the Series A Liquidation Preference, no additional
distributions shall be made to the holders of shares of Series A Junior
Participating Preferred Stock unless, prior thereto, the holders of shares of
Common Stock shall have received an amount per share (the "Common Adjustment")
equal to the quotient obtained by dividing (i) the Series A Liquidation
Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph
C below to reflect such events as stock splits, stock dividends and
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number").  Following the payment of the full amount of the
Series A Liquidation Preference and the Common Adjustment in respect of all
outstanding shares of Series A Junior Participating Preferred Stock and Common
Stock, respectively, holders of Series A Junior Participating Preferred Stock
and holders of shares of Common Stock shall receive their ratable and
proportionate share of the remaining assets to be distributed in the ratio of
the Adjustment Number to 1 with respect to such Preferred Stock and Common
Stock, on a per share basis, respectively.

               (B) In the event, however, that there are not sufficient assets
available to permit payment in full of the Series A Liquidation Preference and
the liquidation preferences of all other series of Preferred Stock, if any,
which rank on a parity with the Series A Junior Participating Preferred Stock,
then such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences.  In the
event, however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

               (C) In the event the Corporation shall at any time declare or pay
any dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the Adjustment Number in effect immediately prior to such event shall
be adjusted by multiplying such Adjustment Number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

               (D) Neither the consolidation, merger or other business
combination of the Corporation with or into any other corporation nor the sale,
lease, exchange or conveyance of all or any part of the property, assets or
business of the Corporation shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for purposes of this Section 6.

    Section 7.  Consolidation, Merger, etc.  In case the Corporation shall
                --------------------------                                
enter into any consolidation, merger, combination or other transaction in which
the shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Junior Participating Preferred Stock shall at the same time be
similarly 
<PAGE>
 
                                      -6-

exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay any
dividend on Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount set forth in the preceding sentence with respect to the
exchange or change of shares of Series A Junior Participating Preferred Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

    Section 8.  No Redemption. The shares of Series A Junior Participating
                -------------
Preferred Stock shall not be redeemable.

    Section 9. Ranking. The Series A Junior Participating Preferred Stock shall
               -------
rank junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

    Section 10. Amendment. The Certificate of Incorporation of the Corporation
                ---------
shall not be amended in any manner which would materially alter or change the
powers, preferences or special rights of the Series A Junior Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of at least seventy-five percent of the outstanding shares of Series
A Junior Participating Preferred Stock, voting together as a single class.

    Section 11. Fractional Shares. Series A Junior Participating Preferred Stock
                -----------------                                
may be issued in fractions of a share which shall entitle the holder, in
proportion to such holders fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Junior Participating Preferred Stock.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
 
     IN WITNESS WHEREOF, said Cambridge Technology Partners (Massachusetts),
Inc., has caused this Certificate to be executed, this 23rd day of June, 1997.

                                   CAMBRIDGE TECHNOLOGY PARTNERS
                                   (MASSACHUSETTS), INC.

                                   By: /s/ Arthur M. Toscanini
                                      -------------------------------------

                                   Name: Arthur M. Toscanini
                                        -----------------------------------

                                   Title: Executive Vice President
                                         ----------------------------------

<PAGE>
 
                           CERTIFICATE OF AMENDMENT

                                      OF

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                      OF

              CAMBRIDGE TECHNOLOGY PARTNERS (MASSACHUSETTS), INC.

     Cambridge Technology Partners (Massachusetts), Inc., a corporation 
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Corporation"), does hereby certify as follows, pursuant
to Section 242 of the General Corporation Law of the State of Delaware:

     FIRST: That the Board of Directors of said Corporation, at a meeting held 
on March 23, 1998 duly adopted resolutions in accordance with Section 242 of the
General Corporation Law of the State of Delaware (i) proposing amendment to the 
Certificate of Incorporation of the Corporation, (ii) declaring such amendment 
to be advisable and in the best interests of the Corporation's stockholders and
(iii) directing that such amendment be submitted to the stockholders of the
Corporation for approval thereby. The resolutions setting forth the amendment
and directing that such amendment be submitted to the stockholders are as
follows:

RESOLVED: That, subject to stockholders approval, the Board of Directors of the
          Corporation has determined it is advisable and in the best interests
          of all of the Corporation's stockholders to increase the number of
          authorized shares of Common Stock of the Corporation from 120,000,000
          shares to 250,000,000 shares; that such increase be considered at the
          Annual Meeting; that in order to effect said increase the proper
          officers of the Corporation are hereby authorized and directed to
          prepare, execute and file with the Secretary of State of the State of
          Delaware an appropriate Certificate of Amendment to the Amended and
          Restated Certificate of Incorporation of the Corporation; and that the
          Board of Directors is hereby authorized to issue all or any part of
          the authorized but unissued capital stock of this Corporation at such
          times, to such persons, upon such terms, and for such consideration as
          the Board may in its discretion determine.

RESOLVED: That the increase in the number of authorized shares of Common Stock
          of the Corporation be submitted to the stockholders of the Corporation
          at the Annual Meeting for their consideration and approval.


<PAGE>

                                      -2-

     SECOND:   The amendment to the Amended and Restated Certificate of 
Incorporation of the Corporation was duly adopted at the Annual Meeting of 
Stockholders of the Corporation held on May 13, 1998, in accordance with Section
242 of the General Corporation Law of the State of Delaware.

     THIRD:    That in accordance with the aforementioned resolution, the 
Amended and Restated Certificate of Incorporation of the Corporation is hereby 
amended by deleting the first sentence of Article FOURTH thereof in its entirety
and replacing it with a new sentence so that, as amended, the first sentence of 
Article FOURTH shall read as follows:


          The total number of shares of all classes of capital stock
          which the Corporation shall have authority to issue shall
          be Two Hundred Fifty Two Million (252,000,000) shares, 
          consisting of Two Hundred Fifty Million (250,000,000) 
          shares of Common Stock with a par value of $.01 per share 
          (the "Common Stock") and Two Million (2,000,000) shares of 
          Preferred Stock with a par value of $.01 per share (the
          "Preferred Stock").

     FOURTH:   That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of 
Delaware.
<PAGE>
 
                                      -3-

     IN WITNESS WHEREOF, Cambridge Technology Partners (Massachuetts), Inc., has
caused this certificate to be signed by James P. O'Hare, its Secretary, as of
this 29th day of May, 1998.

                                                  CAMBRIDGE TECHNOLOGY PARTNERS
                                                       (MASSACHUETTS), INC.

                                                  By: /s/ James P. O'Hare
                                                     ---------------------------
                                                          James P. O'Hare
                                                          Secretary