Exhibit 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                             ANTS SOFTWARE.COM, Inc.

      The undersigned, Frederick D. Pettit, hereby certifies that:

      ONE: He is the Incorporator of ANTs software.com, Inc., a Delaware
corporation (the "Corporation"). The original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of Delaware
on October 6, 2000.

      TWO: Pursuant to Sections 241 and 245 of the General Corporation Law of
the State of Delaware, the Certificate of Incorporation of this Corporation is
amended and restated to read in full as follows:

                                    ARTICLE I

            The name of the corporation is ANTs software inc.

                                   ARTICLE II

            The address of the Corporation's registered office in the State of
Delaware is 615 South Dupont Highway, Dover, DE 19901, County of Kent. The name
of its registered agent at such address is National Corporate Research, Ltd.

                                   ARTICLE III

            The purpose for which the Corporation is organized is to engage in
any business, trade or activity which may lawfully be conducted by a corporation
organized under the General Corporation Law of the State of Delaware.

                                   ARTICLE IV

            (A) Classes of Stock. The Corporation is authorized to issue one
class of stock to be designated "Common Stock." The total number of shares which
the Corporation is authorized to issue is One Hundred Million (100,000,000).
Each share has a par value of $0.0001.

                                    ARTICLE V

            (A) Limitation of Director Liability. To the fullest extent that the
Delaware General Corporation Law, as it exists on the date hereof or may
hereafter be amended, permits the limitation or elimination of the liability of
directors, a director of the Corporation shall not be liable to the Corporation
or its stockholders for any monetary damages for conduct as a director.


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<PAGE>

Neither any amendment to or repeal of this Certificate or amendment to the
Delaware General Corporations Law nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Certificate shall adversely
affect any right or protection of a director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment or repeal.

            (B) Indemnification. To the fullest extent not prohibited by law,
the Corporation: (i) shall indemnify any person who is made, or threatened to be
made, a party to an action, suit or proceeding, whether civil, criminal,
administrative, investigative, or otherwise (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
the person is or was a director of the Corporation, and (ii) may indemnify any
person who is made, or threatened to be made, a party to an action, suit or
proceeding, whether civil, criminal, administrative, investigative, or otherwise
(including an action, suit or proceeding by or in the right of the Corporation),
by reason of the fact that the person is or was an officer, director, employee
or agent of the Corporation, or a fiduciary (within the meaning of the Employee
Retirement Income Security Act of 1974), with respect to any employee benefit
plan of the Corporation, or serves or served at the request of the Corporation
as a director, officer, employee or agent of, or as a fiduciary (as defined
above) of an employee benefit plan of, another corporation, partnership, joint
venture, trust or other enterprise. This Certificate shall not be deemed
exclusive of any other provision for the indemnification of directors, officers,
employees, or agents that may be included in any statute, bylaw, agreement,
resolution of shareholders or directors or otherwise, both as to action in any
official capacity and action in any other capacity while holding office, or
while an employee or agent of the Corporation.

                                   ARTICLE VI

            In furtherance of, and not in limitation of, the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the Corporation.

                                   ARTICLE VII

            The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in any manner now
or hereafter prescribed by statute and all rights conferred upon stockholders
herein are granted subject to this reservation.

      THREE: The forgoing amendment has been approved by the sole Incorporator
of the Corporation. The Corporation has not yet elected directors.

      FOUR: The Corporation does not have any Shareholders, has not issued any
shares of Stock, and has not yet received any payment for any of its stock.


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      FIVE: This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with Sections 241 and 245 of the General Corporation Law
of the State of Delaware.

      IN WITNESS WHEREOF, the Corporation has caused this certificate to be
signed by Frederick D. Pettit, its Incorporator, this 2nd day of November, 2000.


                                        By:   __________________________________
                                              Frederick D. Pettit,
                                              Incorporator


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