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Exhibit 3.1
CERTIFICATE OF INCORPORATION
OF
GATEFIELD CORPORATION
as amended

1.     The name of the corporation is GATEFIELD CORPORATION.

2.     The address of its registered office in the State of Delaware is No. 100
West Tenth Street, in the City of Wilmington, County of New Castle.  The name
of its registered agent at such address is The Corporation Trust Company.

3.     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.

4.     (a)    The corporation is authorized to issue a total of 67,000,000
shares of all classes of stock, of which, 65,000,000 shall be shares of common
stock with a par value of $.10 per share and 2,000,000 shall be shares of
series preferred stock with a par value of $.10 per share.

       (b)    Each holder of record of common stock shall be entitled to one
vote for each share of such stock standing in his name on the books of the
corporation.

(c)    The Board of Directors is authorized to issue series preferred stock 
from time to time in one or more series.  Each series shall be distinctively 
designated. Except as otherwise stated and expressed pursuant to the 
provisions of this article, all series of series preferred stock shall rank 
equally and be identical in all respects.  The resolution or resolutions 
providing for the issue of series preferred stock shall specify the voting 
powers, if any, and the designations, preferences and relative, 
participating, optional or other special rights, and the qualifications, 
limitations, or restrictions thereof, of such series, including, but not 
limited to:

       (i)    the number of shares to constitute the series and the distinctive
              designation thereof;

(ii)   the voting powers, full or limited, or no voting powers;

(iii)  the redemption price or prices, if any, and the terms and conditions on
which shares of such series shall be redeemable at the option of the holders
thereof or of the corporation or on the occurrence of a specified event;

(iv)   the rate of dividends payable on shares of such series; the conditions
on which and the times when such dividends are payable; the preference to, or
the relation to, the payment of the dividends on any other class or classes or
any other series of stock, whether cumulative or non-cumulative, and, if
cumulative, the dates from which dividends on shares of such series shall be
cumulative.

(v)    the rights of shares of such series upon the liquidation, dissolution or
winding up of, or upon any distribution of the assets of, the corporation;

(vi)   the rights, if any, of the holders of shares of such series or of the 
corporation to convert such shares into, or exchange such shares for, shares 
of any other class or classes or of any other series of the same or any other 
class or classes of stock of the corporation, or the conversion or exchange 
of shares of such series into such other shares upon the occurrence of a 
specified event; and the price or prices or the rates of exchange and the 
adjustments at which such shares shall be convertible or exchangeable; and 
any other terms and conditions of such conversion or exchange; and

(vii)  the sinking fund requirements, if any, be applied to the purchase or 
redemption of shares of such series, 

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including the amount of such fund or funds and the manner of application.

5A.    The name and mailing address of the incorporator is as follows:

<TABLE>
<CAPTION>
NAME                               MAILING ADDRESS
<S>                                <C>
Richard E. Offerdahl               122 Demont Avenue East
                                   St. Paul, Minnesota 55117
</TABLE>

5B.    The name and mailing address of each person who is to serve as a director
until the first annual meeting of the stockholders or until a successor is
elected and qualified, is as follows:

<TABLE>
<CAPTION>
NAME                        MAILING ADDRESS
<S>                         <C>
Richard E. Offerdahl        122 Demont Avenue East
                            St. Paul, Minnesota 55117

James E. Thornton           131 Montrose Place
                            St. Paul, MN 55104

Raymond W. Allard           682 Woodridge Drive
                            St. Paul, MN 55118
</TABLE>

6.     The corporation is to have perpetual existence.

7.     In furtherance and not in limitation of the powers conferred by 
statute, and by this Certificate of Incorporation, the Board of Directors is 
hereby expressly authorized to make, alter or repeal the by-laws of the 
corporation.

8.     Meetings of stockholders may be held within or without the State of 
Delaware, as the by-laws 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 by-laws of the corporation.  Elections of 
directors need not be by written ballot unless the by-laws of the corporation 
shall so provide.

9.     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, and all rights conferred upon 
stockholders herein are granted subject to this reservation.

10.    No Director of the Corporation shall be personally liable to the 
Corporation or its stockholders for monetary damages for breach of fiduciary 
duty by such Director as a Director, provided, however, that this Article 10 
shall not eliminate or limit the liability of a Director to the extent 
provided by applicable law (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 General Corporation Law of 
the State of Delaware, or (iv) for any transaction from which the Director 
derived an improper personal benefit. No amendment to or repeal of this 
Article 10 shall apply to or have any effect on the liability or alleged 
liability of any Director of the Corporation for or with respect to any acts 
or omissions of such Director occurring prior to such amendment or repeal.

11.    This Article 11 is inserted for the management of the business and for 
the conduct of the affairs of the Corporation.

(a)    Number of Directors.  The number of directors of the Corporation shall 
not be less than three.  The exact number of directors within the limitations 
specified in the preceding sentence shall be fixed from time to time pursuant 
to a resolution adopted by the Board of Directors.

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(b)    Classes of Directors.  The Board of Directors shall be and is 
divided into three classes: Class I, Class II and Class III.  No one class 
shall have more than one director more than any other class.  If a fraction 
is contained in the quotient arrived at by dividing the authorized number of 
directors by three, then, if such fraction is one-third, the extra director 
shall be a member of Class I, and if such a fraction is two-thirds, one of 
the extra directors shall be a member of Class II, unless otherwise provided 
for from time to time by resolution adopted by a majority of the Board of 
Directors.

(c)    Terms of Office.  Each director shall serve for a term ending on the 
date of the third annual meeting following the annual meeting at which such 
director was elected; provided, that each initial director in Class I shall 
serve for a term ending on the date of the annual meeting next following the 
end of the Corporation's fiscal year ending December 31, 1997; each initial 
director in Class 11 shall serve for a term ending on the date of the annual 
meeting next following the end of the Corporation's fiscal year ending 
December 31, 1998; and each initial director in Class III shall serve for a 
term ending on the date of the annual meeting next following the fiscal year 
ending December 31, 1999; and provided further, that the term of each 
director shall continue until the election and qualification of his successor 
and shall be subject to his earlier death, resignation or removal.

(d)    Allocation of Directors Among Classes in the Event of Increases or 
Decreases in the Number of Directors.  In the event of any increase or 
decrease in the authorized number of directors, (i) each director then 
serving as such shall nevertheless continue as a director of the class of 
which he is a member until the expiration of his current term, subject to his 
earlier death, resignation or removal, and (ii) the newly created or 
eliminated directorships resulting from such increase or decrease shall be 
apportioned by the Board of Directors among the three classes of director in 
accordance with the provisions of paragraph (b) above.

(e)    Quorum; Action at Meeting.  A majority of the total number of 
directors then in office shall constitute a quorum at all meetings of the 
Board of Directors.  In the event one or more of the directors shall be 
disqualified to vote at any meeting, then the required quorum shall be 
reduced by one for each such director so disqualified; PROVIDED, HOWEVER, 
that in no case shall less than one-third of the number of directors fixed 
pursuant to paragraph (a) above constitute a quorum.  If at any meeting of 
the Board of Directors there shall be less than such a quorum, a majority of 
those present may adjourn the meeting from time to time.  Every act or 
decision done or made by a majority of the directors present at a meeting 
duly held at which a quorum is present shall be regarded as the act of the 
Board of Directors unless a greater number is required by law, by the By-Laws 
of the Corporation or by this Certificate of Incorporation.

(f)    Removal.  If and for so long as the Board of Directors is classified 
pursuant to Section 141(d) of the General Corporation Law of Delaware, 
stockholders may effect the removal of a director or the entire Board of 
Directors only for cause, unless this Certificate of Incorporation provides 
otherwise.

(g)    Vacancies.  Unless and until filled by the stockholders, any vacancy 
in the Board of Directors, however occurring, including a vacancy resulting 
from the enlargement of the Board, may be filled by a vote of a majority of 
the directors then in office, although less than a quorum, or by a sole 
remaining director.  A director elected to fill a vacancy shall be elected to 
hold office until the next election of the class for which such director 
shall have been chosen, subject to the election and qualification of his 
successor and to his earlier death, resignation or removal.

(h)    Amendments.  Notwithstanding any other provisions of law, this 
Certificate of Incorporation or the By-Laws of the Corporation, and 
notwithstanding the fact that a lesser percentage may be specified by law, 
the affirmative vote of the holders of at least seventy-five percent (75%) of 
the votes which all of the stockholders would be entitled to cast at an 
annual election of directors or class of directors shall be required to 
amend, repeal or to adopt any provision inconsistent with, this Article 11.