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                                                                     EXHIBIT 3.1




                             CERTIFICATE OF INCORPORATION
                             ---------------------------
                                          OF
                                          --
                               PEREGRINE SYSTEMS, INC.
                                ----------------------


                                   Article I.

    The name of the corporation is Peregrine Systems, Inc. (the "Corporation").


                                   Article II.

    The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, Delaware 19801, County of New
Castle. The name of its registered agent at such address is The Corporation
Trust Company.


                                  Article III.

    The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of Delaware.


                                   Article IV.

    This Corporation is authorized to issue two classes of shares to be
designated, respectively, Common Stock and Preferred Stock. The total number of
shares of Common Stock which this Corporation shall have the authority to issue
shall be 20,000,000, $.001 par value, and the total number of shares of
Preferred Stock this Corporation shall have authority to issue shall be
2,000,000, $.001 par value.

    The Preferred Stock may be issued from time to time in one or more series
pursuant to a resolution or resolutions providing for such issue duly adopted by
the Board of Directors (authority to do so being hereby expressly vested in the
Board). The Board of Directors is further authorized to determine or alter the
rights, preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Preferred Stock and to fix the number of shares of any
series of Preferred Stock and the designation of any such series of Preferred
Stock. The Board of Directors, within the limits and restrictions stated in any
resolution or resolutions of the Board of Directors originally fixing the number
of shares constituting any series, may increase or decrease (but not below the
number of shares in any such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series.


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                                   Article V.

    The name and mailing address of the incorporator are as follows:

              Bruce D. Bower
              c/o Wilson, Sonsini, Goodrich & Rosati
              Two Palo Alto Square
              Palo Alto, CA 94306


                                   Article VI.

    The Corporation is to have perpetual existence.


                                  Article VII.

    Elections of directors need not be by written ballot unless a stockholder
demands election by written ballot at the meeting and before voting begins or
unless the Bylaws of the Corporation shall so provide.


                                  Article VIII.

    The number of directors which constitute the whole Board of Directors of the
Corporation shall be designated in the Bylaws of the Corporation.


                                   Article IX.

    In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to make, alter, amend or repeal the
Bylaws of the Corporation.


                                   Article X.

    (a) To the fullest extent permitted by the Delaware General Corporation Law
as the same exists or as may hereafter be amended, a director of the Corporation
shall not be personally liable to the Corporation or its stockholders for
monetary damages for breach fiduciary duty as a director.


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    (b) The Corporation shall indemnify to the fullest extent permitted by law
any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or any predecessor of the Corporation or serves or served at any
other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.

    (c) Neither any amendment nor repeal of this Article X, nor the adoption of
any provision of this Corporation's Certificate of Incorporation inconsistent
with this Article X, shall eliminate or reduce the effect of this Article X, in
respect of any matter occurring, or any action or proceeding accruing or arising
or that, but for this Article X, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.


                                   Article XI.

    Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of 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 Bylaws of the Corporation.


                                  Article XII.

    Vacancies created by the resignation of one or more members, of the Board of
Directors and newly created directorships, created in accordance with the Bylaws
of this Corporation, may be filled by the vote of a majority, although less than
a quorum, of the directors then in office, or by a sole remaining director.


                                  Article XIII.

    Advance notice of new business and stockholder nominations for the election
of directors shall be given in the manner and to the extent provided in the
Bylaws of the Corporation.


                                  Article XIV.

    Following the effectiveness of the registration of any class of securities
of the Corporation pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, no action shall be taken by the stockholders of the
Corporation except at an annual or special meeting of the stockholders called in
accordance with the Bylaws and no action shall be taken by the stockholders by
written consent.


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                                   Article XV.

    Until a Registration Statement regarding the sale of the Corporation's
Common Stock to the public is declared effective by the Securities and Exchange
Commission, stockholders shall be entitled to cumulative voting rights as set
forth in this Article XV and the Bylaws of the Corporation. At all elections of
directors of the Corporation, each holder of stock or of any class or classes or
of a series or series thereof shall be entitled to as many votes as shall equal
the number of votes which (except for this provision as to cumulative voting)
such stockholder would be entitled to cast for the election of directors with
respect to such stockholder's shares of stock multiplied by the number of
directors to be elected, and such stockholder may cast all of such votes for a
single director or may distribute them among the number of directors to be voted
for, or for any two or more of them as such stockholder may see fit. As of the
date that a Registration Statement regarding the sale of the Corporation's
Common Stock to the public is declared effective by the Securities and Exchange
Commission, this Article XV shall no longer be effective and may be deleted
herefrom upon any restatement of this Certificate of Incorporation.

                                  Article XVI.

    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.


    I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the Corporation Law of the State of
Delaware, do make this certificate, hereby declaring and certifying, under
penalties of perjury, that this is my act and deed and the facts herein stated
are true, and accordingly have hereunto set my hand this 28th day of February
1994.




/s/ Bruce D. Bower
Bruce D. Bower, Incorporator



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                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             PEREGRINE SYSTEMS, INC.


         Peregrine Systems, Inc., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies that:

         A. The name of this Corporation, and the name under which it was
originally incorporated, is Peregrine Systems, Inc.

         B. The date of filing of this Corporation's original Certificate of
Incorporation with the Secretary of State of Delaware was February 28, 1994.

         C. Pursuant to Sections 242 and 245 of the Delaware General Corporation
Law, this Amended and Restated Certificate of Incorporation restates, integrates
and amends the provisions of the Corporation's Certificate of Incorporation as
follows:

         FIRST: The name of the Corporation is Peregrine Systems, Inc.

         SECOND: The address of the Corporation's registered office in the State
of Delaware is 1209 Orange Street, in the City of Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

         THIRD: The nature of the business or purposes to be conducted or
promoted by the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of Delaware.

         FOURTH: (a) The Corporation is authorized to issue two classes of
shares to be designated, respectively, Common Stock and Preferred Stock. The
total number of shares of Common Stock which this Corporation shall have the
authority to issue shall be 50,000,000, $.001 par value, and the total number of
shares of Preferred Stock this Corporation shall have authority to issue shall
be 5,000,000, $.001 par value.

         (b) The Preferred Stock may be issued from time to time in one or more
series pursuant to a resolution or resolutions provide for such issue duly
adopted by the Board of Directors (authority to do so being hereby expressly
vested in the Board). The Board of Directors is further authorized to determine
or alter the rights, preferences, privileges and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and to fix the number
of shares of any series of Preferred Stock and the designation of any such
series of Preferred Stock. The Board of Directors, within the limits and
restrictions stated in any resolution or resolutions of the Board of Directors
originally fixing the number of shares constituting any series, may increase or
decrease (but not below the

                                       5
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number of shares in any such series then outstanding) the number of shares of
any series subsequent to the issue of shares of that series.

         FIFTH: The Corporation is to have perpetual existence.

         SIXTH: Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before voting
begins or unless the Bylaws of the Corporation shall so provide.

         SEVENTH: The number of directors which constitute the whole Board of
Directors of the Corporation shall be designated in the Bylaws of the
Corporation.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
appeal the Bylaws of the Corporation.

         NINTH: (a) To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, 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.

         (b) The Corporation shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or any predecessor of the Corporation or serves or served at any
other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.

         (c) Neither any amendment nor repeal of this Article Ninth, nor the
adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article Ninth, shall eliminate or reduce the effect of
this Article Ninth, in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article Ninth, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.

         TENTH: Meetings of stockholders may be held within or without the State
of Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of 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 Bylaws of the Corporation.

         ELEVENTH: Vacancies created by the resignation of one or more members
of the Board of Directors and newly created directorships, created in accordance
with the Bylaws of this Corporation, may be filled by the vote of a majority,
although less than a quorum, of the directors then in office, or by a sole
remaining director.

         TWELFTH: Advance notice of new business and stockholder nominations for
the election of directors shall be given in the manner and to the extent
provided in the Bylaws of the Corporation.


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         THIRTEENTH: Following the effectiveness of the registration of any
class of securities of the Corporation pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, no action shall be taken by the
stockholders of the Corporation except at an annual or special meeting of the
stockholders called in accordance with the Bylaws and no action shall be taken
by the stockholders by written consent.

         FOURTEENTH: Until a Registration Statement regarding the sale of the
Corporation's Common Stock to the public is declared effective by the Securities
and Exchange Commission, stockholders shall be entitled to cumulative voting
rights as set forth in this Article Fourteenth and the Bylaws of the
Corporation. At all elections of directors of the Corporation, each holder of
stock or of any class or classes or of a series or series thereof shall be
entitled to as many votes as shall equal the number of votes which (except for
this provision as to cumulative voting) such stockholder would be entitled to
cast for the election of directors with respect to such stockholder's shares of
stock multiplied by the number of directors to be elected, and such stockholder
may cast all of such votes for a single director or may distribute them among
the number of directors to be voted for, or for any two or more of them as such
stockholder may see fit. As of the date that a Registration Statement regarding
the sale of the Corporation's Common Stock to the public is declared effective
by the Securities and Exchange Commission, this paragraph shall no longer be
effective and may be deleted herefrom upon any restatement of this Certificate
of Incorporation.

         FIFTEENTH: 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.


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         IN WITNESS WHEREOF, Peregrine Systems, Inc. has caused this Amended and
Restated Certificate of Incorporation to be signed by Alan H. Hunt, its
President and Chief Executive Officer, and attested by Richard T. Nelson, its
Secretary, this 11th day of February 1997, each hereby declaring and certifying,
under penalties of perjury, that the facts herein stated are true.

                                           PEREGRINE SYSTEMS, INC.



                                           /s/  ALAN H. HUNT
                                           --------------------------------
                                           Alan H. Hunt,
                                           President and Chief Executive Officer







Attested:



/s/  RICHARD T. NELSON
--------------------------------
Richard T. Nelson, Secretary

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                         CERTIFICATE OF AMENDMENT OF THE
                              AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                             PEREGRINE SYSTEMS, INC.

         Peregrine Systems, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

         FIRST: That at the July 16, 1998 meeting of the Board of Directors of
the Corporation, a resolution was duly adopted approving the following proposed
amendment to Article Fourth(a) of the Amended and Restated Certificate of
Incorporation of the Corporation (the "Certificate") and calling for the
submission of such amendment to the stockholders of the Corporation for
consideration and approval:

                  "FOURTH: (a) The Corporation is authorized to issue two
         classes of shares to be designated, respectively, Common Stock and
         Preferred Stock. The total number of shares of Common Stock which this
         Corporation shall have the authority to issue shall be 200,000,000,
         $.001 par value, and the total number of shares of Preferred Stock this
         Corporation shall have authority to issue shall be 5,000,000, $.001 par
         value."

         SECOND: That at the Corporation's Annual Meeting of Stockholders held
on September 9, 1998, the stockholders of the Corporation representing greater
than the minimum number of shares required by the Delaware General Corporation
Law and the Certificate to approve the foregoing amendment voted in favor of the
amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Stephen P. Gardner, its President and Chief Executive Officer, and
attested by Richard T. Nelson, its Secretary, this 12th day of October, 1998.

                                           PEREGRINE SYSTEMS, INC.


                                           /s/  STEPHEN P. GARDNER
                                           -------------------------------------
                                           Stephen P. Gardner,
                                           President and Chief Executive Officer

ATTESTED:


/s/  RICHARD T. NELSON
-------------------------------------
Richard T. Nelson, Secretary

                                       9
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                         CERTIFICATE OF AMENDMENT OF THE

                              AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION OF

                             PEREGRINE SYSTEMS, INC.


         Peregrine Systems, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

         FIRST: That at the July 19, 2000 meeting of the Board of Directors of
the Corporation, a resolution was duly adopted approving the following proposed
amendment to paragraph (a) of Article Fourth of the Amended and Restated
Certificate of Incorporation of the Corporation (the "Certificate") and calling
for the submission of such amendment to the stockholders of the Corporation for
consideration and approval:

                  "FOURTH: (a) The Corporation is authorized to issue two
         classes of shares to be designated, respectively, Common Stock and
         Preferred Stock. The total number of shares of Common Stock which this
         Corporation shall have the authority to issue shall be 500,000,000,
         $.001 par value, and the total number of shares of Preferred Stock this
         Corporation shall have authority to issue shall be 5,000,000, $.001 par
         value."

         SECOND: That at the Corporation's Annual Meeting of Stockholders held
on September 15, 2000, the stockholders of the Corporation representing greater
than the minimum number of shares required by the Delaware General Corporation
Law and the Certificate to approve the foregoing amendment voted in favor of the
amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

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         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Stephen P. Gardner, its Chairman and Chief Executive Officer, and
attested by Richard T. Nelson, its Secretary, this 15th day of September, 2000.

                                      PEREGRINE SYSTEMS, INC.


                                      /s/ DAVID A. FARLEY
                                      ------------------------------------------
                                      David A. Farley
                                      Senior Vice President, Finance and
                                      Administration and Chief Financial Officer

ATTESTED:


/s/ RICHARD T. NELSON
------------------------------------------
Richard T. Nelson, Secretary

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