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                                                                   EXHIBIT 3.1.2

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                ASK JEEVES, INC.

      ASK JEEVES, INC., a corporation organized and existing under the laws of
the state of Delaware (the "Corporation") hereby certifies that:

      1. The name of the Corporation is Ask Jeeves. Inc. The Corporation was
originally incorporated under the name AJ Merger Corporation.

      2. The date of filing of the Corporation's original Certificate of
Incorporation was May 11, 1999.

      3. The Amended and Restated Certificate of Incorporation of the
Corporation as provided in Exhibit A hereto was duly adopted in accordance with
the provisions of Section 242 and Section 245 of the General Corporation Law of
the State of Delaware by the Board of Directors of the Corporation.

      4. Pursuant to Section 245 of the Delaware General Corporation Law,
approval of the stockholders of the Corporation has been obtained.

      5. The Amended and Restated Certificate of Incorporation so adopted reads
in full as set forth in Exhibit A attached hereto and is hereby incorporated by
reference.

      IN WITNESS WHEREOF, the undersigned has signed this certificate this July
6, 1999 and hereby affirms and acknowledges under penalty of perjury that the
filing of this Amended and Restated Certificate of Incorporation is the act and
deed of Ask Jeeves, Inc.

                            ASK JEEVES, INC.

                            By       /s/ Robert W. Wrubel
                               -------------------------------------------
                                     Robert W. Wrubel
                                     President and Chief Executive Officer

Attest:

   /s/ Amy Slater
----------------------
Amy Slater
Secretary



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                                    EXHIBIT A
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION


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                              AMENDED AND RESTATED

                           CERTIFICATE OF INCORPORATON

                                       OF

                                ASK JEEVES, INC.

                                       I.

         The name of this corporation is Ask Jeeves, Inc.

                                      II.

      The address of the registered office of the corporation in the State of
Delaware is 9 East Loockerman Street, City of Dover, County of Kent, and the
name of the registered agent of the corporation in the State of Delaware at such
address is National Registered Agents, Inc.

                                      III.

      The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.

                                      IV.

      A. 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 155,000,000 shares.
The total number of shares of Common Stock that the corporation is authorized to
issue is 150,000,000 shares, each having a par value of one-tenth of one cent
($.001). The total number of shares of Preferred Stock that the corporation is
authorized to issue is 5,000,000 shares, each having a par value of one-tenth of
one cent ($.001).

      B. The Preferred Stock may be issued form time to time in one or more
series. The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware General Corporation Law
("DGCL"), to fix or alter from time to time the designation, powers, preferences
and rights of the shares of each such series and the qualifications, limitations
or restrictions of any wholly unissued series of Preferred Stock, and to
establish from time to time the number of shares constituting any such series or
any of them; and to increase or decrease the number of shares of any series
subsequent to the issuance of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be decreased in accordance with the foregoing sentence, the shares
constituting such decrease shall resume the status that they had prior to the
adoption of the resolution originally fixing the number of shares of such
series.


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                                       V.

      A. 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, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

            1. BOARD OF DIRECTORS. 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 exclusively by one or more resolutions adopted
      by the Board of Directors.

            2.CLASSIFIED BOARD.

            A. Subject to the rights of the holders of any series of Preferred
      Stock to elect additional directors under specified circumstances,
      following the closing of the initial public offering pursuant to an
      effective registration statement under the Securities Act of 1933, as
      amended (the "Act"), covering the offer and sale of Common Stock to the
      public (the "Initial Public Offering"), the directors shall be divided
      into three classes designated as Class I, Class II and Class III,
      respectively. Directors shall be assigned to each class in accordance with
      a resolution or resolutions adopted by the Board of Directors. At the
      first annual meeting of stockholders following the closing of the Initial
      Public Offering, the term of office of the Class I directors shall expire
      and Class I directors shall be elected for a full term of three years. At
      the second annual meeting of stockholders following the Initial Public
      Offering, the term of office of the Class II directors shall expire and
      Class II directors shall be elected for a full term of three years. At the
      third annual meeting of stockholders following the Initial Public
      Offering, the term of office of the Class III directors shall expire and
      Class III directors shall be elected for a full term of three years. At
      each succeeding annual meeting of stockholders, directors shall be elected
      for a full term of three years to succeed the directors of the class whose
      terms expire at such annual meeting. During such time or times that the
      corporation is subject to Section 2115(b) of the California General
      Corporation Law ("CGCL"), this section A.2.a of this Article V shall
      become effective and be applicable only when the corporation is a "listed"
      corporation within the meaning of Section 301.5 of the CGCL.

            B. In the event that the corporation is subject to Section 2115(b)
      of the CGCL and is not a "listed" corporation or ceases to be a "listed"
      corporation under Section 301.5 of the CGCL, Section A.2.a. of this
      Article V shall not apply and all directors shall be elected at each
      annual meeting of stockholders to hold office until the next annual
      meeting.

            C. No person entitled to vote at an election for directors may
      cumulate votes to which such person is entitled, unless, at the time of
      such election, the corporation is subject to Section 2115(b) of the CGCL
      and is not a "listed" corporation or ceases to be a "listed" corporation
      under Section 301.5 of the CGCL. During this time, every stockholder
      entitled to vote at an election for directors may cumulate such
      stockholder's votes and give one candidate a number of votes equal to the
      number of directors to be elected multiplied by the number of votes to
      which such stockholder's shares are otherwise entitled, or distribute the
      stockholder's votes on the same principle among as many candidates as such

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      stockholder thinks fit. No stockholder, however, shall be entitled to so
      cumulate such stockholder's votes unless (i) the names of such candidate
      or candidates have been placed in nomination prior to the voting and (ii)
      the stockholder has given notice at the meeting, prior to the voting, of
      such stockholder's intention to cumulate such stockholder's votes. If any
      stockholder has given proper notice to cumulate votes, all stockholders
      may cumulate their votes for any candidates who have been properly placed
      in nomination. Under cumulative voting, the candidates receiving the
      highest number of votes, up to the number of directors to be elected, are
      elected.

            D. Notwithstanding the foregoing provisions of this section, each
      director shall serve until his successor is duly elected and qualified or
      until his death, resignation or removal. No decrease in the number of
      directors constituting the Board of Directors shall shorten the term of
      any incumbent director.

            3.REMOVAL OF DIRECTORS.

            A. During such time or times that the corporation is subject to
      Section 2115(b) of the CGCL, the Board of Directors or any individual
      director may be removed from office at any time without cause by the
      affirmative vote of the holders of at least a majority of the outstanding
      shares entitled to vote on such removal; provided, however, that unless
      the entire Board is removed no individual director may be removed when the
      votes cast against such director's removal, or not consenting in writing
      to such removal, would be sufficient to elect that director if voted
      cumulatively at an election which the same total number of votes were cast
      (or, if such action is taken by written consent, all shares entitled to
      vote were voted) and the entire number of directors authorized at the time
      of such director's most recent election were then being elected.

            B. At any time or times that the corporation is not subject to
      Section 2115(b) of the CGCL and subject to any limitations imposed by law,
      Section A. 3. a. above shall no longer apply and removal shall be as
      provided in Section 141(k) of the DGCL.

            4.BOARD VACANCIES.

            A. Subject to the rights of the holders of any series of Preferred
      Stock, any vacancies on the Board of Directors resulting from death,
      resignation, disqualification, removal or other causes and any newly
      created directorships resulting from any increase in the number of
      directors, shall, unless the Board of Directors determines by resolution
      that any such vacancies or newly created directorships shall be filled by
      the stockholders, except as otherwise provided by law, be filled only by
      the affirmative vote of a majority of the directors then in office, even
      though less than a quorum of the Board of Directors, and not by the
      stockholders. Any director elected in accordance with the preceding
      sentence shall hold office for the remainder of the full term of the
      director for which the vacancy was created or occurred and until such
      director's successor shall have been elected and qualified.

            B. If at the time of filling any vacancy or any newly created
      directorship, the directors then in office shall constitute less than a
      majority of the whole board (as constituted immediately prior to any such
      increase), the Delaware Court of Chancery may,

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      upon application of any stockholder or stockholders holding at least ten
      percent (10%) of the total number of the shares at the time outstanding
      having the right to vote for such directors, summarily order an election
      to be held to fill any such vacancies or newly created directorships, or
      to replace the directors chosen by the directors then in offices as
      aforesaid, which election shall be governed by Section 211 of the DGCL.

            C. At any time or times that the corporation is subject to Section
      2115(b) of the CGCL, if, after the filling of any vacancy by the directors
      then in office who have been elected by stockholders shall constitute less
      than a majority of the directors then in office, then

                  (I) Any holder or holders of an aggregate of five percent (5%)
            or more of the total number of shares at the time outstanding having
            the right to vote for those directors may call a special meeting of
            stockholders; or

                  (II) The Superior Court of the property county shall, upon
            application of such stockholder or stockholders, summarily order a
            special meeting of stockholders, to be held to elect the entire
            board, all in accordance with Section 305(c) of the CGCL. The term
            of office of any director shall terminate upon that election of a
            successor.

            B.BYLAWS.

            1. Subject to paragraph (h) of Section 43 of the Bylaws, the Bylaws
      may be altered or amended or new Bylaws adopted by the affirmative vote of
      at least sixty-six and two-thirds percent (66-2/3%) of the voting power of
      all of the ten-outstanding shares of the voting stock of the corporation
      entitled to vote. The Board of Directors shall also have the power to
      adopt, amend, or repeal Bylaws.

            2. The directors of the corporation need not be elected by written
      ballot unless the Bylaws so provide.

            3. No action shall be taken by the stockholders of the corporation
      except at an annual or special meeting of stockholders called in
      accordance with the Bylaws and following the closing of the Initial Public
      Offering no action shall be taken by the stockholders by written consent.

            4. Advance notice of stockholder nominations for the election of
      directors and of business to be brought by stockholders before any meeting
      of the stockholders of the corporation shall be given in the manner
      provided in the Bylaws of the corporation.

                                      VI.

            A. The liability of the directors for monetary damages shall be
      eliminated to the fullest extent under applicable law.

            B. This corporation is authorized to provide indemnification of
      agents (as defined in Section 317 of the CGCL) for breach of duty to the
      corporation and its shareholders through bylaw provisions or through
      agreements with the agents, or through shareholder resolutions, or

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      otherwise, in excess of the indemnification otherwise permitted by Section
      317 of the CGCL, subject, at any time or times the corporation is subject
      to Section 2115(b) to the limits on such excess indemnification set forth
      in Section 204 of the CGCL.

            C. Any repeal or modification of this Article VI shall be
      prospective and shall not affect the rights under this Article VI in
      effect at the time of the alleged occurrence of any act or omission to act
      giving rise to liability or indemnification.

                                      VII.

            A. 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 statute, except as provided in
      paragraph B. of this Article VII, and all rights conferred upon the
      stockholders herein are granted subject to this reservation.

            Notwithstanding any other provisions of this Certificate of
      Incorporation or any provision of law which might otherwise permit a
      lesser vote or no vote, but in addition to any affirmative vote of the
      holders of any particular class or series of the Voting Stock required by
      law, this Certificate of Incorporation or any Preferred Stock Designation,
      the affirmative vote of the holders of at least sixty-six and two-thirds
      percent (66-2/3%) of the voting power of all of the then-outstanding
      shares of the voting stock, voting together as a single class, shall be
      required to alter, amend or repeal Articles V, VI, and VI.

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