**Exhibit3.1**

RESTATEDCERTIFICATE OF INCORPORATION

OF

ZORAN CORPORATION

(Pursuant to Section 245and 242 of the General Corporation

Law of the Stateof Delaware)

ZORAN CORPORATION,a corporation organized and existing under the laws of the State of Delaware,hereby certifies as follows:

1.             Thename of the corporation is Zoran Corporation.

2.             Thedate of filing of its original Certificate of Incorporation with the Secretaryof State of the State of Delaware was November 24, 1986.

3.             ThisRestated Certificate of Incorporation restates and integrates and furtheramends the Certificate of Incorporation of this corporation as herein set forthin full:

ARTICLE I

 

NAME

The name of the corporation is Zoran Corporation (the “Corporation”).

ARTICLE II

 

REGISTERED OFFICE

The address of theregistered office of the Corporation in the State of Delaware is 2711Centerville Road, Suite 400, City of Wilmington, County of New Castle, and thename of the registered agent of the Corporation in the State of Delaware atsuch address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

 

PURPOSE

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

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ARTICLE IV

 

CAPITAL STOCK

(A)          The Corporation isauthorized to issue two classes of shares, designated “Common Stock” and“Preferred Stock,” respectively.  Thenumber of shares of Common Stock authorized to be issued is 55,000,000 shares,$.001 par value per share, and the number of shares of Preferred Stockauthorized to be issued is 3,000,000 shares, $.001 par value per share.

(B)           The Preferred sharesauthorized by this Certificate of Incorporation may be issued from time to timein one or more series.  The Board ofDirectors is authorized to determine, alter or eliminate any or all of therights, preferences, privileges and restrictions granted to or imposed upon anywholly unissued series of Preferred Stock, and to fix, increase or decrease thenumber of shares comprising any such series and the designation thereof, or anyof them, and to provide for the rights and terms of redemption or conversion ofthe shares of any such series.

ARTICLE V

 

BYLAWS

In furtherance andnot in limitation of the powers conferred by statute, the Board of Directorsshall have the power to adopt, amend, repeal or otherwise alter the Bylawswithout any action on the part of the stockholders; provided, however, that anyBylaws made by the Board of Directors and any and all powers conferred by anyof said Bylaws may be amended, altered or repealed by the stockholders, subjectto the requirements of this Certificate of Incorporation with respect to suchstockholder approval.

ARTICLE VI

 

DIRECTORS

To the fullestextent permitted by the Delaware General Corporation Law, as the same exists ormay hereafter be amended, a director of the Corporation shall not be personallyliable to the Corporation or its stockholders for monetary damages for breachof fiduciary duty as a director.  Neitherany amendment nor repeal of this Article VI, nor the adoption of any provisionof this Certificate of Incorporation inconsistent with this Article VI shalleliminate or reduce the effect of this Article VI in respect to any matteroccurring, or any cause of action, suit or claim that, but for this Article VI,would accrue or arise, prior to such amendment, repeal or adoption of aninconsistent provision.
|        | ZORAN CORPORATION                      |
|--------|----------------------------------------|
|   |                                   |
|   |                                   |
|   | By:                                    |
|   | Levy Gerzberg                          |
|   | President and  Chief Executive Officer |

 

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