EXHIBIT 3.1


                              AMENDED AND RESTATED
                              --------------------
                         CERTIFICATE OF INCORPORATION OF
                         -------------------------------
                                  CLARIFY INC.
                                  ------------
                             A Delaware corporation
                        (Pursuant to Section 242 and 245
                    of the Delaware General Corporation Law)


                  CLARIFY INC., a corporation  organized and existing  under and
by virtue  of the  General  Corporation  Law of the  State of  Delaware,  hereby
certifies as follows:

                  FIRST:  That the name of the  corporation  is Clarify Inc. and
that the corporation was originally  incorporated on August 27, 1990 pursuant to
the General Corporation Law.

                  SECOND: The Amended and Restated  Certificate of Incorporation
of this corporation shall be restated to read in full as follows:

                                    ARTICLE I

                  The name of this corporation is Clarify Inc.

                                   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.

                                   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
Fifty-Five Million (55,000,000),  par value $0.0001 per share, and the number of
shares of Preferred Stock  authorized to be issued is Five Million  (5,000,000),
par value $0.0001 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  Amended  and
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, 

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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  Amended  and  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 statutes)  outside 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 this corporation.

                                   ARTICLE IX

                  A  director  of this  corporation  shall,  to the full  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 provisions of this
Amended  and  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  

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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 Amended and  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: That thereafter said amendment and restatement was duly
adopted in accordance  with the provisions of Section 242 and Section 245 of the
General Corporation Law by obtaining a majority vote of each of the Common Stock
and Preferred  Stock,  in favor of said amendment and  restatement in the manner
set forth in Section 222 of the General Corporation Law.


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<PAGE>


                  IN WITNESS WHEREOF, CLARIFY INC. has caused its corporate seal
to  be  hereunto   affixed  and  this  Amended  and  Restated   Certificate   of
Incorporation  to be signed by its  President  and attested to by its  Secretary
this 15th day of July, 1997.


                                  CLARIFY INC.



                                             /s/  David A. Stamm
                                  ----------------------------------------------
                                  David A. Stamm
                                  President and Chief Executive Officer
ATTEST



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


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