SIEBEL SYSTEMS, INC., a corporation organized and existing
under and by virtue of the
General Corporation Law of the state of Delaware, does hereby certify:

FIRST:  The name of the corporation is Siebel Systems,  Inc.
The corporation was originally
Incorporated under the name Siebel Acquisition Corporation.

SECOND:  The date on which the Certificate
of Incorporation was filed with the Secretary of State of the State of
Delaware was May 9, 1996.   An Amended and Restated Certificate of
Incorporation of the corporation was filed with the  Secretary of State of the
state of Delaware on July  9, 1996.  A Certificate of Amendment to the Amended
and Restated Certificate of  Incorporation was filed with the Secretary of
State of the State of  Delaware on December 2, 1996.  A Certificate of
Amendment to the Amended and Restated Certificate of Incorporation as Amended
was filed with the Secretary of State of the State of Delaware on February 27,
1998.

THIRD:  The Board of Directors of the
corporation, acting in  accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware,  adopted resolutions to amend
the Amended and Restated Certificate of Incorporation of the  corporation by
deleting the first paragraph of Article IV and substituting therefor a new
first paragraph of Article IV in the following form:

"This corporation is authorized to issue two classes of
stock to be designated, respectively,
       'Common Stock' and  'Preferred Stock'.  The total number of
shares which the corporation is
       authorized to issue is eight hundred two million (802,000,00)
shares.  Eight hundred million
       (800,000,000) shares shall be Common Stock, each having a par
value of one- tenth of one cent
       ($.001).  Two million (2,000,000) shares shall be Preferred
Stock each having a par value of
       one-tenth of one cent ($.001)."

FOURTH:  Thereafter, pursuant to a
resolution of the Board of  Directors, this Certificate of Amendment was
submitted to the stockholders of the corporation for  their approval and was
duly adopted in accordance with the provision of Section 242 of the general
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, Siebel Systems, Inc.
has caused this  Certificate of Amendment to be  signed by its Senior Vice
President,  Finance and Administration Chief  Financial Officer and  attested
to by its Secretary this 23rd day of November 1999.



| |                     
| | --------------------
| | SIEBEL SYSTEMS, INC.



| |     |                     
| | --- | --------------------
| | By: | /s/ Howard H. Graham

| |                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                     
| | Howard H. Graham                                                                                                                                    
| | Senior Vice President Finance and
                                    Administration and
                                    Chief Financial Officer

**ATTEST:**

Jeffery T. AmannSecretary

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