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                                                                     Exhibit 3.1


                           THIRD AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         SERVICEWARE TECHNOLOGIES, INC.

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         1.       (a) The name of the corporation is ServiceWare Technologies,
Inc.

                  (b) The original Certificate of Incorporation of the
corporation was filed with the Secretary of State of the State of Delaware on
May 5, 2000.

         2. Pursuant to Sections 228, 242 and 245 of the General Corporation Law
of the State of Delaware, this Third Amended and Restated Certificate of
Incorporation restates and further amends the provisions of the Amended and
Restated Certificate of Incorporation of the corporation as heretofore amended
and supplemented.

         3. The text of the Amended and Restated Certificate of Incorporation as
heretofore amended and supplemented is hereby amended and restated in its
entirety to read as follows:

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                                    ARTICLE I
                                      NAME

          The name of the corporation is ServiceWare Technologies, Inc.

                                   ARTICLE II
                                REGISTERED AGENT

         The address of the registered office of the corporation in the State of
Delaware is 1209 Orange Street, City of Wilmington 19801, County of New Castle.
The name of the corporation's registered agent at that address is The
Corporation Trust Company.

                                   ARTICLE III
                                     PURPOSE

         The purpose of the corporation 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.


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                                   ARTICLE IV
                                  CAPITAL STOCK

         The total number of shares of stock which the corporation shall have
authority to issue is One Hundred Five Million (105,000,000) shares, which shall
be divided into two classes as follows:

         A. One Hundred Million (100,000,000) shares of Common Stock, par value
$.01 per share; and

         B. Five Million (5,000,000) shares of Preferred Stock, par value $.01
per share. The corporation's board of directors is hereby expressly authorized
to provide by resolution or resolutions from time to time for the issue of the
Preferred Stock in one or more series, the shares of each of which series may
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as shall be
permitted under the General Corporation Law of the State of Delaware and as
shall be stated in the resolution or resolutions providing for the issue of such
stock adopted by the board of directors pursuant to the authority expressly
vested in the board of directors hereby.

                                    ARTICLE V
                                    DIRECTORS

         A. The business and affairs of the corporation shall be managed by or
under the direction of a board of directors consisting of such total number of
authorized directors as shall be fixed by, or in the manner provided in, the
bylaws. The board of directors shall be divided into three classes, designated
Class I, Class II and Class III. Each class shall consist, as nearly as may be
possible, of one-third of the total number of authorized directors. Class I
directors shall serve for a term ending upon the annual meeting of stockholders
held in 2001, Class II directors shall serve for a term ending upon the annual
meeting of stockholders held in 2002 and Class III directors shall serve for a
term ending upon the annual meeting of stockholders held in 2003. At each
succeeding annual meeting of stockholders beginning with the annual meeting of
stockholders held in 2001, successors to the class of directors whose term
expires at such annual meeting shall be elected for a three-year term. If the
number of directors is changed, any increase or decrease shall be apportioned
among the classes so as to maintain the number of directors in each class as
nearly equal as possible, and any additional director of any class elected to
fill a vacancy resulting from an increase in such class shall hold office for a
term that shall coincide with the remaining term of that class, but in no case
will a decrease in the number of directors shorten the term of any incumbent
directors. A director shall hold office until the annual meeting for the year in
which his or her term expires and until his or her successor shall be elected
and shall qualify, subject, however, to prior death, resignation, incapacitation
or removal from office, and except as otherwise required by law.

         B. Except as otherwise required by law, vacancies and newly created
directorships resulting from any increase in the total number of authorized
directors may be filled by a




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majority of the directors then in office, although less than a quorum, or by a
sole remaining director. Any director elected to fill a vacancy not resulting
from an increase in the number of directors shall have the same remaining term
as that of his or her predecessor. A director may be removed by the stockholders
only for cause.

         C. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of stock issued by the corporation shall have the right,
voting separately by class or series, to elect directors at an annual or special
meeting of stockholders, the election, term of office, filling of vacancies and
other features of such directorships shall be governed by the term of this
certificate of incorporation applicable thereto and such directors so elected
shall not be divided into classes pursuant to this Article V, in each case
unless expressly provided by such terms.

                                   ARTICLE VI
                                     BYLAWS

         In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware:

         A. The board of directors of the corporation is expressly authorized to
adopt, amend or repeal the bylaws of the corporation.

         B. Elections of directors need not be by written ballot unless the
bylaws of the corporation shall so provide.

         C. The books of the corporation may be kept at such place within or
without the State of Delaware as the bylaws of the corporation may provide or as
may be designated from time to time by the board of directors of the
corporation.

                                   ARTICLE VII
                             LIMITATION OF LIABILITY

         No director shall be personally liable to the corporation or the
holders of shares of capital stock for monetary damages for breach of fiduciary
duty as a director, except (i) for any breach of the duty of loyalty of such
director to the corporation or such holders, (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 Delaware, or (iv)
for any transaction from which such director derives an improper personal
benefit. No amendment to or repeal of this Article VII 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 or repeal. If the laws of the State of Delaware are hereafter amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent then permitted. No repeal
or



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modification of this Article VII shall adversely affect any right of or
protection afforded to a director of the corporation existing immediately prior
to such repeal or modification.

                                  ARTICLE VIII
                                 INDEMNIFICATION

         The corporation shall indemnify and may advance expenses to its
officers and directors to the fullest extent permitted by law from time to time
in effect. Without limiting the generality of the foregoing, the bylaws of the
corporation may provide for indemnification and advancement of expenses to the
corporation's officers, directors, employees and agents on such terms and
conditions as the board of directors may from time to time deem appropriate or
advisable.

                                   ARTICLE IX
                             ACTION BY STOCKHOLDERS

         Effective immediately upon the corporation becoming subject to the
periodic reporting requirements of Section 13 of the Securities Exchange Act of
1934, as amended, with respect to any class of its capital stock:

         A. No action required to be taken or which may be taken at any annual
or special meeting of stockholders of the corporation may be taken without a
meeting; and

         B. The power of the stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.

         C. Special meetings of the stockholders of the corporation may be
called only by the board of directors pursuant to a resolution adopted by a
majority of the total number of authorized directors (whether or not there exist
any vacancies in previously authorized directorships at the time any such
resolution is presented to the Board of Directors for adoption), the chairman of
the board of directors, or the chief executive officer.

                                    ARTICLE X
                                   AMENDMENTS

         Except as provided herein, from time to time any of the provisions of
this Third Amended and Restated Certificate of Incorporation may be amended,
altered or repealed, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted in the manner and at the
time prescribed by said laws, and all rights at any time conferred upon the
stockholders of the corporation by this Third Amended and Restated Certificate
of Incorporation are granted subject to the provisions of this Article X.




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         IN WITNESS WHEREOF, this Third Amended and Restated Certificate of
Incorporation has been signed on the 30th day of August, 2000, by the
undersigned officer thereunto duly authorized.

                                          /s/ Mark Tapling
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                                          Mark Tapling
                                          President and Chief Executive Officer