<PAGE>
                                                               EXHIBIT 3.1

                             CERTIFICATE OF INCORPORATION

                                          OF

                                MYLEX MERGER SUB, INC.

                                  __________________



    The undersigned, a natural person, for the purpose of organizing a
corporation for conducting the business and promoting the purposes hereinafter
stated, under the provisions and subject to the requirements of the laws of the
State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the
acts amendatory thereof and supplemental thereto, and known, identified, and
referred to as the "General Corporation Law of the State of Delaware"), hereby
certifies that:

    FIRST:  The name of the corporation (hereinafter called the "corporation")
is Mylex Merger Sub, Inc.

    SECOND:  The address of the registered office of the corporation in the
State of Delaware is 1013 Centre Road in the City of Wilmington, County of New
Castle, 19805; and the name of the registered agent of the corporation in the
State of Delaware at such address is Corporation Service Company.

    THIRD:  The nature of the business and the purposes to be conducted and
promoted by the corporation shall be to engage in any lawful act or activity for
which corporations may be organized under the General Corporation Law of the
State of Delaware.

    FOURTH:  The total number of shares of stock which the corporation shall
have authority to issue is 40,000,000.  The par value of each of such shares is
$.01.  All such shares are of one class and are shares of Common Stock.

    FIFTH:  The name and the mailing address of the incorporator are as
follows:

    NAME                               MAILING ADDRESS
    ----                               ---------------
    Eric S. Beane                      Brown & Bain
                                       Suite 200
                                       1755 Embarcadero Rd.
                                       Palo Alto, CA  94303



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    SIXTH:  The corporation is to have perpetual existence.

    SEVENTH:  Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section  291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for this corporation
under Section  279 of Title 8 of the Delaware Code order a meeting of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as such court directs.  If a majority in number representing three
fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, such compromise
or arrangement and such reorganization shall, if sanctioned by the court to
which such application has been made, be binding on all the creditors or class
of creditors, and/or on all the stockholders or class of stockholders, of this
corporation, as the case may be, and also on this corporation.

    EIGHTH:  For the management of the business and for the conduct of the
affairs of the corporation, and in further definition, limitation, and
regulation of the powers of the corporation and of its directors and of its
stockholders or any class thereof, as the case may be, it is further provided:

              1.   The management of the business and the conduct of
         the affairs of the corporation shall be vested in its Board
         of Directors.  The number of directors which shall
         constitute the whole Board of Directors shall be fixed by,
         or in the manner provided in, the Bylaws.  The phrase "whole
         Board" and the phrase "total number of directors" shall be
         deemed to have the same meaning, to wit, the total number of
         directors which the corporation would have if there were no
         vacancies.  No election of directors need be by written
         ballot

              2.   After the original or other Bylaws of the corporation
         have been adopted, amended, or repealed, as the case may be, in
         accordance with the provisions of Section  109 of the General
         Corporation Law of the State of Delaware, and, after the
         corporation has received any payment for any of its stock, the
         power to adopt,


<PAGE>

         amend, or repeal the Bylaws of the corporation may be
         exercised by the Board of Directors of the corporation;
         provided, however, that any provision for the classification of
         directors of the corporation for staggered terms pursuant to the
         provisions of subsection (d) of Section  141 of the General
         Corporation Law of the State of Delaware shall be set forth in an
         initial Bylaw or in a Bylaw adopted by the stockholders entitled
         to vote of the corporation unless provisions for such
         classification shall be set forth in this certificate of
         incorporation.

              3.   Whenever the corporation shall be authorized to
         issue only one class of stock, each outstanding share shall
         entitle the holder thereof to notice of, and the right to
         vote at, any meeting of stockholders.  Whenever the
         corporation shall be authorized to issue more than one class
         of stock, no outstanding share of any class of stock which
         is denied voting power under the provisions of the
         certificate of incorporation shall entitle the holder
         thereof to the right to vote at any meeting of stockholders
         except as the provisions of paragraph (2) of subsection (b)
         of Section  242 of the General Corporation Law of the State
         of Delaware shall otherwise require; provided, that no share
         of any such class which is otherwise denied voting power
         shall entitle the holder thereof to vote upon the increase
         or decrease in the number of authorized share os such class.

    NINTH:  The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the provisions of
paragraph (7) of subsection (b) of Section  102 of the General Corporation
Law of the State of Delaware, as the same may be amended and supplemented.

    TENTH:  The corporation shall, to the fullest extent permitted by the
provisions of Section  145 of the General Corporation Law of the State of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under such section from and
against any and all of the expenses, liabilities, or other matters referred
to in or covered by such section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any Bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his or her
official capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such a person.

    ELEVENTH:  From time to time any of the provisions of this certificate of
incorporation may be amended, altered, or repealed, and other provisions
authorized


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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 such laws, and all
rights at any time conferred upon the stockholders of the corporation by this
certificate of incorporation are granted subject to the provisions of this
Article ELEVENTH.

Signed on December 30, 1996.


                             /s/ Eric S. Beane
                             ------------------------------------
                                       Incorporator


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                                  ARTICLES OF MERGER
                           FOR MYLEX CORPORATION (FLORIDA)
                                         AND
                          MYLEX MERGER SUB, INC. (DELAWARE)

    Pursuant to Sections 607.1105 and 607.1107 of the Florida Business
Corporation Act, and Section 251 of the Delaware General Corporation Law, Mylex
Corporation, a Florida corporation ("Mylex") and Mylex Merger Sub, Inc. (the
"Surviving Corporation") hereby adopt the following Articles of Merger.

                         ARTICLE I.  CONSTITUENT CORPORATIONS

    The names of the Corporations proposing to merge and their state of
incorporation are as follows:

    1.   Mylex Corporation, a Florida corporation ("Mylex")
    2.   Mylex Merger Sub, Inc., a Delaware corporation ("Surviving
         Corporation").

                         ARTICLE II.  STATE LAW REQUIREMENTS

    The laws of the State of Florida and the laws of the State of Delaware
permit the merger of the constituent corporations.

                         ARTICLE III.  SURVIVING CORPORATION

    The name of the Surviving Corporation will be Mylex Merger Sub, Inc., a
Delaware corporation.

                             ARTICLE IV.  PLAN OF MERGER

    Attached hereto as Exhibit "A" and incorporated herein by this reference is
the Agreement and Plan of Merger between the constituent corporations.

                         ARTICLE V.  AUTHORIZATION FOR MERGER

    The Agreement and Plan of Merger was approved by a majority of the
shareholders of Mylex entitled to vote, in accordance with the applicable
requirements of the Florida Business Corporation Act, and by the unanimous
written consent of the Board of Directors of the Surviving Corporation in
accordance with the requirements of the Delaware General Corporation Law.  The
Agreement and Plan of Merger was adopted by the shareholders of Mylex as of
April 30, 1996, and by the Board of Directors of the Surviving Corporation as of
December 30, 1996.  Such consent and the number of votes cast are sufficient to
approve the Merger by each of the constituent corporations.

               ARTICLE VI.  SERVICE OF PROCESS ON SURVIVING CORPORATION


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    The Surviving Corporation hereby agrees that upon and after the completion
of the Merger, that it may be served with process in any proceeding for the
enforcement of any obligation or the enforcement of rights of dissenting
shareholders of Mylex by service upon the Secretary of State.  The Surviving
Corporation also agrees to comply with the requirements of Section 607.1107 of
the Florida Business Corporation Act.

                             ARTICLE VII.  EFFECTIVE DATE

    The effective date of the merger shall be the date on which these Articles
of Merger are filed with the Secretary of State of Florida and Delaware.

    IN WITNESS WHEREOF, the undersigned have executed these Articles of Merger
this 30th day of December, 1996.

                                  MYLEX CORPORATION, a Florida
                                  corporation



                                  By:  /s/ Al Montross
                                     ------------------------------
                                     Name:  Al Montross
                                     Title:  President

                                  MYLEX MERGER SUB, INC.,
                                  Delaware corporation

                                  By:  /s/ Al Montross
                                     ------------------------------
                                     Name:  Al Montross
                                           ------------------------
                                     Title:  President
                                           ------------------------




                                          2

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                             AGREEMENT AND PLAN OF MERGER

    THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated December 30, 1996
is entered into between Mylex Corporation, a Florida corporation ("Mylex"), and
Mylex Merger Sub, Inc., a Delaware corporation ("Mylex-Delaware").

                                      BACKGROUND

    Mylex has an aggregate authorized capital stock of 40,000,000 shares of
Common Stock, par value $.01 per share (the "Mylex Common Stock"), and as of
April 30, 1996, 19,631,550 shares of Mylex Common Stock were issued and
outstanding.

    Mylex-Delaware has an aggregate authorized capital stock of 40,000,000
shares of Common Stock, par value $.01 per share (the "Mylex-Delaware Common
Stock"), of which 100 shares were duly issued and are now outstanding, all of
which are held by Mylex.

    The respective Boards of Directors of Mylex and Mylex-Delaware believe that
the best interests of Mylex and Mylex-Delaware and their respective stockholders
will be served by the merger of Mylex with and into Mylex-Delaware under and
pursuant to the provisions of this Agreement, the Florida Business Corporation
Act and the Delaware General Corporation Law.

                                      AGREEMENT

    In consideration of the mutual agreements and covenants contained in this
Agreement, the parties agree as follows:

    1.   MERGER.  On the Effective Date (as defined below) Mylex shall be
merged with and into Mylex-Delaware (the "Merger").

    2.   EFFECTIVE DATE.  The Merger shall become effective immediately upon
the later of the filing of this Agreement or a certificate of merger with the
Secretary of State of Delaware in accordance with the provisions of the
Delaware General Corporation Law.  The time of such effectiveness is
hereinafter called the "Effective Date."

    3.   SURVIVING CORPORATION.  Mylex-Delaware shall be the surviving
corporation of the Merger and shall continue to be governed by the laws of
the State of Delaware.  On the Effective Date, the separate corporate
existence of Mylex shall cease.

    4.   NAME OF SURVIVING CORPORATION.  On the Effective Date, the
Certificate of Incorporation of Mylex-Delaware shall be amended to change the
name of Mylex-Delaware to "Mylex Corporation".

    5.   CERTIFICATE OF INCORPORATION.  Except as provided in Section 4, the


                                       3
<PAGE>

Certificate of Incorporation of Mylex-Delaware as it exists on the Effective
Date shall be the Certificate of Incorporation of Mylex-Delaware following the
Effective Date, unless and until the same shall thereafter be amended or
repealed in accordance with the laws of the State of Delaware.

    6.   BYLAWS.  The Bylaws of Mylex-Delaware as they exist on the Effective
Date shall be the Bylaws of Mylex-Delaware following the Effective Date, unless
and until the same shall be amended or repealed in accordance with the
provisions thereof and the laws of the State of Delaware.

    7.   BOARD OF DIRECTORS AND OFFICERS.  The members of the Board of
Directors and the officers of Mylex immediately prior to the Effective Date
shall be the members of the Board of Directors and the officers, respectively,
of Mylex-Delaware following the Effective Date, and such persons shall serve in
such offices for the terms provided by law or in the Mylex-Delaware Bylaws, or
until their respective successors are elected and qualified.

    8.   RETIREMENT OF OUTSTANDING MYLEX-DELAWARE STOCK.  On the Effective
Date, each of the 100 shares of the Mylex-Delaware Common Stock presently issued
and outstanding shall be retired, and no shares of Mylex-Delaware Common Stock
or other securities of Mylex-Delaware shall be issued in respect thereof.

    9.   CONVERSION OF OUTSTANDING MYLEX COMMON STOCK.  On the Effective
Date, each issued and outstanding share of Mylex Common Stock and all rights
in respect thereof shall be converted into one fully-paid and nonassessable
share of Mylex-Delaware Common Stock, and each certificate representing
shares of Mylex Common Stock shall for all purposes be deemed to evidence the
ownership of the same number of shares of Mylex-Delaware Common Stock as are
set forth in such certificate.  After the Effective Date, each holder of an
outstanding certificate representing shares of Mylex capital stock may
surrender the same to Mylex-Delaware's registrar and transfer agent for
cancellation, and each such holder shall be entitled to receive in exchange
therefor a certificate(s) evidencing the ownership of the same number and
class of shares of Mylex-Delaware capital stock as are represented by the
certificate(s) of Mylex Common Stock surrendered to Mylex-Delaware's
registrar and transfer agent.

    10.  STOCK OPTIONS, WARRANTS, ETC.  On the Effective Date, each stock
option, stock warrant, and other right to subscribe for or purchase shares of
Mylex Common Stock shall be converted into a stock option, stock warrant, or
other right to subscribe for or purchase the same number of shares of
Mylex-Delaware Common Stock, and each certificate, agreement, note or other
document representing such stock option, stock warrant, or other right to
subscribe for or purchase shares of Mylex Common Stock shall for all purposes
be deemed to evidence the ownership of a stock option, stock warrant, or
other right to subscribe for or purchase shares of Mylex-Delaware Common
Stock on the


                                      4
<PAGE>


same terms and subject to the same conditions applicable to the
stock option, stock warrant or other right to subscribe for a purchase shares
of Mylex Common Stock.

    11.  RIGHTS AND LIABILITIES OF MYLEX-DELAWARE.  At and after the
Effective Date, and in the manner and as more fully set forth in Section 259
of the Delaware General Corporation Law and Section 607.1106 of the Florida
Business Corporation Act, the title to all real estate and other property, or
any interest therein, whether owned by Mylex or Mylex-Delaware shall be
vested in Mylex-Delaware without reversion or impairment; Mylex-Delaware
shall succeed to and possess, without further act or deed, all estates,
rights, privileges, powers, and franchises, both public and private, and all
of the property, real, personal, intangible and mixed, of each of Mylex and
Mylex-Delaware without reversion or impairment; Mylex-Delaware shall
thenceforth be responsible and liable for all the liabilities and obligations
of each of Mylex and Mylex-Delaware; any claim existing or action or
proceeding pending by or against Mylex or Mylex-Delaware may be continued as
if the Merger did not occur or Mylex-Delaware may be substituted for Mylex in
the proceeding; neither the rights of creditors nor any liens upon the
property of Mylex or Mylex-Delaware shall be impaired by the Merger; and
Mylex-Delaware shall indemnify and hold harmless the officers and directors
of each of the parties hereto against all such debts, liabilities and duties
and against all claims and demands arising out of the Merger.

    12.  TERMINATION.  This Agreement may be terminated and abandoned by
action of the respective Boards of Directors of Mylex and Mylex-Delaware at
any time prior to the Effective Date, whether before or after approval by the
stockholders of either or both of the parties hereto.

    13.  AMENDMENT.  The Boards of Directors of the parties hereto may amend
this Agreement at any time prior to the Effective Date; provided that an
amendment made subsequent to the approval of this Agreement by the
stockholders of either of the parties hereto shall not: (a) alter or change
the number or kind of shares to be received in exchange for or on conversion
of all or any of the shares of the parties hereto, (b) change any term of the
Certificate of Incorporation of Mylex-Delaware (except as contemplated
below), or (c) change any other terms or conditions of this Agreement if such
change would adversely affect the holders of any capital stock of either
party hereto.

    14.  CONDITIONS.  The obligations of the parties to consummate the Merger
are subject to the satisfaction of the following conditions: (i) no action,
suit or proceeding shall be pending before any court or quasijudicial or
administrative agency of any federal, state or foreign jurisdiction or before
any arbitrator wherein an unfavorable injunction, judgment, order, decree,
ruling or charge would (a) prevent consummation of the Merger, (b) cause the
Merger to be rescinded following consummation, or (c) adversely affect the
business, assets, properties, operations (financial or otherwise), or
prospects of Mylex-Delaware as a result of the Merger (and no such
injunction, judgment, order, decree, ruling or charge shall be in effect);
and (ii) the parties shall have received all consents of


                                      5
<PAGE>

third parties that have agreements with Mylex and whose consent is required
for the assumption of such agreements by Mylex-Delaware.

    15.  REGISTERED OFFICE.  The registered office of Mylex-Delaware in the
State of Delaware is located at 1013 Centre Road, Wilmington, Delaware 19805,
and Corporate Service Company is the registered agent of Mylex-Delaware at
such address.

    16.  SERVICE OF PROCESS.  On and after the Effective Date, Mylex-Delaware
agrees that it may be served with process in Florida in any proceeding for
enforcement of any obligation of Mylex or Mylex-Florida arising from the
Merger.

    17.  DESIGNATION OF FLORIDA SECRETARY OF STATE AS AGENT FOR SERVICE OF
PROCESS.  On and after the Effective Date, Mylex-Delaware irrevocably
appoints the Secretary of State of Florida as its agent to accept service of
process in any suit or other proceeding to enforce the rights of any
stockholders of Mylex or Mylex-Delaware arising from the Merger.  The Florida
Secretary of State is requested to mail a copy of such process to
Mylex-Delaware at Mylex Corporation 34551 Ardenwood Blvd., Fremont, CA
94555, Attention: Colleen M. Gray, Chief Financial Officer, Telephone No.
(510) 796-6100.

    18.  GOVERNING LAW.  This Agreement shall in all respects be construed,
interpreted and enforced in accordance with and governed by the laws of the
State of Florida.




                                      6

<PAGE>

    IN WITNESS WHEREOF, each of the parties hereto has caused this Plan and
Agreement of Merger to be executed as of the date first written above.


ATTEST:                           MYLEX MERGER SUB, INC.,
                                  a Delaware corporation


By:  /s/ Colleen Gray             By:  /s/ Al Montross
   ---------------------------        -------------------------------
Asst. Secretary                   Title:  President


                                                           [CORPORATE SEAL]


                                  MYLEX CORPORATION,
                                  a Florida corporation


By:  /s/ Colleen Gray             By:  /s/ Al Montross
   ---------------------------        -------------------------------
Asst. Secretary                   Title:  President


                                                           [CORPORATE SEAL]


                                    7
<PAGE>

                               SECRETARY'S CERTIFICATE


    The undersigned, duly appointed Secretary of MYLEX MERGER SUB, INC., a
Delaware corporation (the "Corporation"), hereby certifies that:

    1.   The undersigned is duly authorized to issue this Certificate;

    2.   The Merger was adopted pursuant to the requirements of Section 251 of
the Delaware General Corporation Law ("DGCL");

    3.   Pursuant to the requirements of Section 251(f) of the DGCL, the Merger
was adopted by resolution of the Board of Directors of the Corporation without a
vote of the stockholders;

    4.   No shares of stock of the Corporation have been issued as of the date
the Board of Directors authorized the adoption of Merger; and

    5.   The execution, delivery and filing of the Agreement and Plan of
Merger was duly authorized by the unanimous written consent of the
Corporation's Board of Directors.

    This Certificate is executed as of the 30th day of December, 1996.


                                  By:  /s/ Colleen Gray
                                     ------------------------------
                                     Name:  Colleen Gray
                                            -----------------------
                                     Title: Secretary


                                                          [CORPORATE SEAL]


                                    8