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                                                                     EXHIBIT 3.1

                         CERTIFICATE OF INCORPORATION OF
                        LEGACY SOFTWARE ACQUISITION, INC.
                             A DELAWARE CORPORATION

                                    ARTICLE I

          The name of this corporation is Legacy Software Acquisition, Inc.

                                   ARTICLE II

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

                                   ARTICLE III

         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 Delaware.

                                   ARTICLE IV

         (A)  This corporation is authorized to issue two classes of shares to
              be designated respectively preferred stock ("preferred stock") and
              common stock ("common stock"). The total number of shares of
              capital stock that the corporation is authorized to issue is
              fifteen million (15,000,000). The total number of shares of
              preferred stock this corporation shall have authority to issue is
              five million (5,000,000). The total number of shares of common
              stock this corporation shall have authority to issue is ten
              million (10,000,000). The preferred stock shall have par value
              $.001 Per share and the common stock shall have par value $.001
              Per share.


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         (B) The shares of preferred stock may be issued from time to time in
         one or more series. The board of directors of the corporation (the
         "Board of Directors") is expressly authorized to provide for the issue
         of all or any of the shares of the preferred stock in one or more
         series, and to fix the number of shares and to determine or alter, for
         each such series, such voting powers, full or limited, or no voting
         powers, and such designations, preferences, an relative, participating,
         optional, or other rights and such qualifications, limitations, or
         restrictions thereof, as shall be stated and expressed in the
         resolution or resolutions adopted by the board of directors providing
         for the issue of such shares (a "preferred stock designation") and as
         may be permitted by the general corporation law of the State of
         Delaware. The Board of Directors is also expressly authorized to
         increase or decrease (but not below the number of shares of such series
         then outstanding) the number of shares of any series subsequent to the
         issue of shares of that series. In case the number of shares of any
         such series shall be so decreased, the shares constituting such
         decrease shall resume the status that they had prior to adoption of the
         resolution originally fixing the number of shares of such series.

                                    ARTICLE V

         The name and mailing address of the incorporator is Ariella J. Lehrer,
5340 Alla Road, Los Angeles, CA 90066.

                                   ARTICLE VI

         Except as otherwise provided in this Certificate of Incorporation, in
furtherance and not in limitation of the powers conferred by statue, the board
of directors is expressly authorized to make, repeal, alter, amend and rescind
any or all of the Bylaws of the corporation.


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                                   ARTICLE VII

         The number of directors of the corporation shall be fixed from time to
time by, or in a manner provided in, the bylaws or amendment thereof duly
adopted by the Board of Directors or by the stockholders.

                                  ARTICLE VIII

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

                                   ARTICLE IX

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the corporation.

                                    ARTICLE X

         A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 Delaware General Corporation
Law, or (iv) for any transaction from which the director derived any improper
personal benefit. If the Delaware General Corporation Law is amended after
approval by the stockholders of this article 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 permitted by the Delaware General Corporation Law as amended.


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         Any repeal or modification of the foregoing provision of this article x
by the stockholders of the corporation shall not adversely affect any right or
protection of a director of the corporation existing at the time of such repeal
or modification.

                                   ARTICLE XI

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

         IN WITNESS WHEREOF, The undersigned has signed this certificate this
20th day of december, 1995



                          /S/ ARIELLA J. LEHRER
                          --------------------------------
                          Ariella J. Lehrer, Incorporator