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                                                                     EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                               AMIS HOLDINGS, INC.

         AMIS HOLDINGS, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware ("DELAWARE LAW"), and
originally incorporated in Delaware on June 8, 1988 (the "COMPANY"), does hereby
certify as follows:

                  FIRST: The following amendment (the "AMENDMENT") to the
         Company's Amended and Restated Certificate of Incorporation (the
         "CERTIFICATE") has been duly adopted by the Company's Board of
         Directors in accordance with the provisions of Section 242 of Delaware
         Law.

                  SECOND: The following Amendment to the Company's Certificate
         has been duly approved by the written consent of a majority of the
         stockholders of the Company in accordance with the provisions of
         Sections 228 and 242 of Delaware Law

                  THIRD: Section 4.01 of the Certificate, relating to the
         capitalization of the Company, are amended to read in their entirety as
         follows:

                                    ARTICLE 4

                  "Section 4.01. Classes of Stock. The Corporation is authorized
         to issue three classes of stock to be designated, respectively, "Class
         A Common Stock", "Class B Common Stock" and "Preferred Stock." The
         total number of shares of capital stock that the Corporation is
         authorized to issue is 350,000,000.

                  (a)      Class A Common Stock. The total number of shares of
         Class A Common Stock, $.01 par value (the "CLASS A COMMON STOCK"), that
         the Corporation is authorized to issue is 150,000,000.

                  (b)      Class B Common Stock. The total number of shares of
         Class B Common Stock, $.01 par value (the "CLASS B COMMON STOCK"), that
         the Corporation is authorized to issue is 150,000,000.

                  Every three shares of Class A Common Stock, either issued and
         outstanding or held by the Corporation as treasury stock immediately
         prior to the time this amendment becomes effective, shall be and is
         hereby automatically reclassified and

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         changed into one fully-paid and non assessable share of Class A Common
         Stock and every three shares of Class B Common Stock, either issued and
         outstanding or held by the Corporation as treasury stock immediately
         prior to the time this amendment becomes effective, shall be and is
         hereby automatically reclassified and changed into one fully-paid and
         non assessable share of Class B Common Stock (the "REVERSE STOCK
         SPLIT"). No fractional shares shall be issued in connection with the
         Reverse Stock Split; all shares of Class A Common Stock held by a
         stockholder will be aggregated subsequent to the Reverse Stock Split
         and each fractional share resulting from such aggregation shall be
         rounded up to the nearest whole share and all shares of Class B Common
         Stock held by a stockholder will be aggregated subsequent to the
         Reverse Stock Split and each fractional share resulting from such
         aggregation shall be rounded up to the nearest whole share.

                  (c)      Preferred Stock. The total number of shares of
         Preferred Stock, $.01 par value, that the Corporation is authorized to
         issue is 50,000,000, of which (i) 20,000,000 are designated "Series A
         Senior Preferred Stock" (referred to herein as the "SENIOR PREFERRED
         STOCK"), (ii) 20,000,000 are designated "Series B Junior Preferred
         Stock" (referred to herein as the "JUNIOR PREFERRED STOCK") and (iii)
         10,000,000 are undesignated.

         The Board of Directors is hereby empowered to authorize by resolution
or resolutions from time to time the issuance of one or more classes or series
of Preferred Stock and to fix the designations, powers, preferences and
relative, participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, if any, with respect to
each such class or series of Preferred Stock and the number of shares
constituting each such class or series, and to increase or decrease the number
of shares of any such class or series to the extent permitted by the General
Corporation Law of the State of Delaware, as amended from time to time.

         Subject to Section 4.04(E)(5) and 4.05(C), the number of authorized
shares of any class or classes of stock may be increased or decreased (but not
below the number of shares thereof then outstanding) by the affirmative vote of
the holders of a majority of the Common Stock irrespective of the provisions of
Section 242(b)(2) of Delaware Law or any corresponding provision hereafter
enacted.

         The Class A Common Stock and the Class B Common Stock are referred to
collectively herein as the "COMMON STOCK". The Senior Preferred Stock and the
Junior Preferred Stock are referred to collectively herein as the "PREFERRED
STOCK"."

                               [Signature Follows]

                                       2
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         IN WITNESS WHEREOF, the Company has caused this Certificate to be
signed and attested by its duly authorized officer this 4th day of September,
2003.

                                       AMIS HOLDINGS, INC.

                                       By:_______________________
                                          Name: Brent Jensen
                                          Title: Secretary