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                                                                    EXHIBIT 4.01

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              SYMANTEC CORPORATION
                            (A DELAWARE CORPORATION)


                                    ARTICLE 1

     The name of the corporation is Symantec Corporation.

                                    ARTICLE 2

     The address of the registered office of the corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
19801, in the County of Newcastle. The name of its registered agent at such
address is The Corporation Trust Company.

                                    ARTICLE 3

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

                                    ARTICLE 4

     4.1 CLASSES OF STOCK. This corporation is authorized to issue two classes
of stock to be designated "Common Stock" and "Preferred Stock." Each share of
Common Stock and each share of Preferred Stock shall have a par value of $0.01.
The total number of shares which the corporation is authorized to issue is one
billion six hundred and one million (1,601,000,000). One billion six hundred
million (1,600,000,000) shares shall be Common Stock and one million (1,000,000)
shares shall be Preferred Stock.

     4.2 RIGHTS, PRIVILEGES AND RESTRICTIONS. The rights, privileges and
restrictions of the Common Stock shall be set forth in this Article 4.

     4.3 PREFERRED STOCK SERIES DETERMINATION. The Preferred Stock may be issued
from time to time in one or more series. The Board of Directors is authorized to
provide for the issuance of such shares of Preferred Stock in one or more
series, to establish from time to time the number of shares to be included in
each such series, to fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such series
(but not below the number of shares of such series then outstanding).

     4.4 VOTING RIGHTS. Except as otherwise required by law or this Restated
Certificate of Incorporation, each holder of record of Common Stock shall have
one vote in respect of each share of stock held by the holder of the books of
the corporation. Any vacancy in the Board of Directors occurring because of the
death, resignation or removal of a director elected by the

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holders of Common Stock shall be filled by the vote or written consent of the
holders of such Common Stock or, in the absence of action by such holders, such
vacancy shall be filled by action of the remaining directors. A director elected
by the holders of Common Stock may be removed from the Board of Directors with
or without cause by the vote or consent of the holders of such Common Stock, as
provided by the Delaware General Corporation Law. For the purpose hereof,
"control" (including the correlative meanings, the terms "controlled by" and
"under common control of") as applied to any person, means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of that person through the ownership of voting
securities, by contract or otherwise.

     4.5 LIQUIDATION. In the event of any liquidation, dissolution or winding up
of the corporation, the holders of Common Stock shall be entitled to receive,
pro rata, all of the remaining assets of the corporation available for
distribution to its stockholders.

     4.6 DIVIDENDS. The holders of shares of Common Stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of the assets
of the corporation which are by law available therefor, dividends payable either
in cash, in property or in shares of capital stock.

                                    ARTICLE 5

     The stockholders of the corporation holding a majority of the corporation's
outstanding voting stock shall have the power to adopt, amend or repeal Bylaws.
The Board of Directors of the corporation shall also have the power to adopt,
amend or repeal Bylaws of the corporation, except as such power may be expressly
limited by Bylaws adopted by the stockholders.

                                    ARTICLE 6

     Election of the Directors need not be by written ballot unless the Bylaws
of the corporation shall so provide.

                                    ARTICLE 7

      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 an improper
personal benefit.

     Any repeal or modification of the foregoing provisions of this Article 7
shall be prospective only, and shall not adversely affect any limitation on the
personal liability of a director of the corporation existing at the time of such
repeal or modification.


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