Exhibit 3.1

                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 11:30 AM 12/22/1998
                                                             981495299 - 0917963

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             TEKNOWLEDGE CORPORATION

         Teknowledge Corporation, a corporation organized and existing under and
by virtue of the General  Corporation Law of the State of Delaware,  DOES HEREBY
CERTIFY:

FIRST:            That at a meeting  of the Board of  Directors  of  Teknowledge
                  Corporation duly held on April 21, 1998, a resolution was duly
                  adopted setting forth a proposed  amendment to the Certificate
                  of Incorporation of said corporation, declaring said amendment
                  to be advisable and proposing the consideration thereof by the
                  stockholders of said corporation at its 1998 Annual Meeting of
                  Stockholders.   The  resolution  setting  forth  the  proposed
                  amendment is as follows

                                    RESOLVED,  that the restated  Certificate of
                           Incorporation  of this corporation be amended to read
                           in its entirety as follows:

                                                   IV

                                    This  corporation is authorized to issue two
                           classes  of shares  designated  respectively  "Common
                           Stock" and "Preferred  Stock", and referred to herein
                           either as Common Stock or Common Shares and Preferred
                           Stock or Preferred Shares,  respectively.  The number
                           of shares of Common  Stock is  25,000,000,  par value
                           $.01 and the number of shares of  Preferred  Stock is
                           2,500,000,  par value $.01.  Upon  amendment  of this
                           Certificate  to read as herein set  forth,  each five
                           (5) shares of outstanding  Common Stock are converted
                           into and  reconstituted  as one (1)  share of  Common
                           Stock.

SECOND:           That, on June 25, 1998, the annual meeting of the stockholders
                  of said  corporation  was duly called and held, upon notice in
                  accordance with Section 222 of the General  Corporation Law of
                  the State of Delaware,  at which meeting the necessary  number
                  of  shares  as  required  by  statute  and said  corporation's
                  Certificate of Incorporation  and Bylaws,  were voted in favor
                  of such proposed amendment.

THIRD:            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,  said  Teknowledge  Corporation has caused
this  certificate  to be signed by Neil A.  Jacobstein,  its President and Chief
Operating Officer,  and Dennis A. Bugbee, its Secretary and Principal Accounting
Officer on this 11th day of December 1998.

                                         TEKNOWLEDGE CORPORATION


                                         By: /s/ Neil A. Jacobstein 
                                         ----------------------------------
                                         Neil A. Jacobstein, President, COO
ATTEST:


/s/ Dennis A. Bugbee 
------------------------------                                         
Dennis A. Bugbee, 
Secretary, Director of Finance