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                                                                     EXHIBIT 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           ARBOR SOFTWARE CORPORATION


                             A Delaware corporation
                  (Pursuant to Sections 242, 245 and 248 of the
                        Delaware General Corporation Law)



                  ARBOR SOFTWARE CORPORATION, a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware (the "Corporation"), hereby certifies as follows:

                  FIRST:  That the name of this corporation is Arbor Software
Corporation, and that this corporation was originally incorporated on April 12,
1991 pursuant to the General Corporation Law.

                  SECOND: The Board of Directors of the Corporation adopted a
resolution at a Meeting of the Board of Directors on August 31, 1995 amending
and restating the Restated Certificate of Incorporation of said Corporation and
such amendment was duly adopted by the stockholders of the Corporation in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law by written consent of stockholders given in accordance with
Section 228 of the General Corporation Law, with written notice to be given to
stockholders who did not consent in writing:

                           NOW, THEREFORE, BE IT RESOLVED, that the Restated
                  Certificate of Incorporation of the Corporation be amended 
                  and restated in its entirety as follows:


                                    ARTICLE I

                  The name of the corporation is Arbor Software Corporation.


                                   ARTICLE II

                  The address of the registered office of this corporation in
the State of Delaware is 1209 Orange Street, in the City of Wilmington, 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 is to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
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                                   ARTICLE IV

                  This corporation is authorized to issue two classes of stock
to be designated common stock ("Common Stock") and preferred stock ("Preferred
Stock"). The number of shares of Common Stock authorized to be issued is
Twenty-Five Million (25,000,000), par value $.001 per share, and the number of
Preferred Stock authorized to be issued is Five Million (5,000,000), par value
$.001 per share.

                  The Preferred Stock may be issued from time to time in one or
more series, without further stockholder approval. The Board of Directors is
hereby authorized, in the resolution or resolutions adopted by the Board of
Directors providing for the issue of any wholly unissued series of Preferred
Stock, within the limitations and restrictions stated in this Restated
Certificate of Incorporation, to fix or alter the dividend rights, dividend
rate, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences of any wholly unissued series of Preferred Stock, and
the number of shares constituting any such series and the designation thereof,
or any of them, and to increase or decrease the number of shares of any series
subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series.


                                    ARTICLE V

                  Except as otherwise provided in this Restated Certificate of
Incorporation, in furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, repeal, alter,
amend, and rescind any or all of the Bylaws of this Corporation.


                                   ARTICLE VI

                  The number of directors of this corporation shall be fixed
from time to time by a bylaw or amendment thereof duly adopted by the Board of
Directors or by the stockholders.


                                   ARTICLE VII

                  Elections of directors need not be by written ballot unless
the Bylaws of this corporation shall so provide.


                                  ARTICLE VIII

                  Meetings of stockholders may be held within or without the
State of Delaware, as the Bylaws may provide. The books of this corporation may
be kept (subject to any provision contained in the statues) outside the State of
Delaware at such place or places as may be designated from time to time by Board
of Directors or in the Bylaws of this corporation.


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                                  ARTICLE IX

                  A director of this corporation shall, to the fullest extent
permitted by the Delaware General Corporation Law as it now exists or as it may
hereafter be amended, not be liable to this corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Neither any
amendment nor repeal of this Article, nor the adoption of any provision of this
Restated Certificate of Incorporation inconsistent with this Article, shall
eliminate or reduce the effect of this Article in respect of any matter
occurring, or any cause of action, suit or claim that, but for this Article,
would accrue or arise, prior to such amendment, repeal or adoption of an
inconsistent provision.


                                    ARTICLE X

                  No action required to be taken or that may be taken at any
annual or special meeting of the stockholders of this corporation may be taken
without a meeting, and the power of stockholders to consent in writing, without
a meeting, to the taking of any action is specifically denied.


                                   ARTICLE XI

                  To the fullest extent permitted by applicable law, this
corporation is also authorized to provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits
this corporation to provide indemnification) through Bylaw provisions,
agreements with such agents or other persons, vote of stockholders or
disinterested directors or otherwise, in excess of the indemnification and
advancement otherwise permitted by Section 145 of the General Corporation Law of
the State of Delaware, subject only to limits created by applicable Delaware law
(statutory or non-statutory), with respect to actions for breach of duty to this
corporation, its stockholders, and others.

                  Any repeal or modification of any of the foregoing provisions
of this Article shall not adversely affect any right or protection of a
director, officer, agent or other person existing at the time of, or increase
the liability of any director of this corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification.


                                   ARTICLE XII

                  This corporation reserves the right to amend, alter, change or
repeal any provision contained in this Restated 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.

                                     * * * *

                  THIRD: The Restated Certificate of Incorporation as set forth
above has been duly adopted by this corporation's Board of Directors in
accordance with the provisions of Section 245 of the General Corporation Law of
the State of Delaware.


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                  IN WITNESS WHEREOF, ARBOR SOFTWARE CORPORATION has caused this
Restated Certificate of Incorporation to be signed by its President and attested
to by its Secretary this 10th day of November, 1995.


                                    ARBOR SOFTWARE CORPORATION



                                    -------------------------------------------
                                    James A. Dorrian, President and
                                    Chief Executive Officer



ATTEST:



--------------------------
Robert V. Gunderson, Jr.
Secretary




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                            CERTIFICATE OF AMENDMENT
                                     OF THE
                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           ARBOR SOFTWARE CORPORATION





         Arbor Software Corporation, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), pursuant to the
provisions of the General Corporation Law of the State of Delaware (the "DGCL"),
DOES HEREBY CERTIFY as follows:

         FIRST: The Restated Certificate of Incorporation of the Corporation is
hereby amended by deleting the first paragraph of ARTICLE IV of the Restated
Certificate of Incorporation in its present form and substituting therefor a new
first paragraph of ARTICLE IV in the following form:

         "This corporation is authorized to issue two classes of stock, to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that this corporation is authorized to issue is Fifty-Five Million
(55,000,000) shares of capital stock. Of such authorized shares, Fifty Million
(50,000,000) shares shall be designated "Common Stock," and have a par value of
$0.001 per share, and Five Million (5,000,000) shares shall be designated
"Preferred Stock," and have a par value of $0.001 per share.

         SECOND: The amendment to the Restated Certificate of Incorporation of
the Corporation set forth in this Certificate of Amendment has been duly adopted
in accordance with the provisions of Section 242 of the DGCL by (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
amendment and declaring its advisability and submitting it to the stockholders
of the Corporation for their approval, and (b) the stockholders of the
Corporation having duly adopted such amendment by vote of the holders of a
majority of the outstanding stock entitled to vote thereon at a regular meeting
of stockholders called and held upon notice in accordance with Section 222 of
the DGCL.


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         IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
hereunto affixed and this Certificate of Amendment to be signed by Stephen V.
Imbler, its Vice President Finance and Chief Financial Officer, and attested by
Robert V. Gunderson, Jr., its Secretary, this 23rd day of July, 1996.



                                         ARBOR SOFTWARE CORPORATION


                                         By:
                                             ----------------------------------
                                                Stephen V. Imbler
                                                Vice President Finance and
                                                Chief Financial Officer

ATTEST:


----------------------------------
Robert V. Gunderson, Jr.
Secretary


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