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                                                                  Exhibit 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             TRIPATH TECHNOLOGY INC.

                             A Delaware Corporation



         Tripath Technology 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 is Tripath Technology Inc.

         B. The date of filing of this Corporation's original Certificate of
Incorporation with the Secretary of the State of Delaware was July 12, 2000.

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

         ONE. The name of this Corporation is Tripath Technology Inc.

         TWO. The address of the Corporation's registered office in the State
of Delaware is 15 East North Street, City of Dover, County of Kent, Delaware
19901. The name of its registered agent at such address is Incorporating
Services, Ltd.

         THREE. The purpose of this Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.

         FOUR. 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 is authorized to
issue is 100,000,000, with a par value of $0.001, and the total number of
shares of Preferred Stock which this corporation is authorized to issue is
5,000,000, with a par value of $0.001.

         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 of Directors). 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 such series of
Preferred Stock and the designation of any such series of Preferred Stock.
The Board of Directors is authorized, 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, to increase or decrease
(but not below the number of shares thereof then outstanding) the number of
shares of any

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such series subsequent to the issue of shares of that series, to determine
the designation of any series, and to fix the number of shares of any series.

         FIVE. The Corporation is to have perpetual existence.

         SIX. 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.

         SEVEN. The management of the business and the conduct of the affairs
of the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be
designated in the Bylaws of the Corporation.

         Any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal, or other causes shall be filled by
either (i) the affirmative vote of the holders of a majority of the voting
power of the then-outstanding shares of voting stock of the Corporation
entitled to vote generally in the election of directors (the "Voting Stock")
voting together as a single class; or (ii) by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum of the Board of Directors. Newly created directorships resulting from
any increase in the number of directors shall, unless the Board of Directors
determines by resolution that any such newly created directorship shall be
filled by the stockholders, be filled only by the affirmative vote of the
directors then in office, even though less than a quorum of the Board of
Directors.

         Notwithstanding the foregoing provisions of this Article, each
director shall serve until his or her successor is duly elected and qualified
or until his or her death, resignation, or removal. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of
any incumbent director.

         The affirmative vote of sixty-six and two-thirds percent (66-2/3%)
of the voting power of the then outstanding shares of Voting Stock, voting
together as a single class, shall be required for the adoption, amendment or
repeal of the following sections of the Corporation's Bylaws by the
stockholders of the Corporation: 2.2 (Annual Meeting) and 2.3 (Special
Meeting).

         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.

         Any director, or the entire Board of Directors, may be removed from
office at any time (i) with cause by the affirmative vote of the holders of
at least a majority of the voting power of all of the then-outstanding shares
of the Voting Stock, voting together as a single class; or (ii) without cause
by the affirmative vote of the holders of at least sixty-six and two-thirds
percent (66-2/3%) of the voting power of all of the then-outstanding shares
of the Voting Stock.

         EIGHT.

         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 or any subsidiary of the Corporation shall not be
personally liable to the Corporation or its stockholders and shall otherwise

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be indemnified by the Corporation for monetary damages for breach of
fiduciary duty as a director of the Corporation, any predecessor of the
Corporation or any subsidiary of the Corporation.

         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 or
officer of the Corporation, any predecessor of the Corporation or any
subsidiary of the Corporation or serves or served at any other enterprise as
a director or officer at the request of the Corporation, any predecessor to
the Corporation or any subsidiary of the Corporation.

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

         NINE. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser
vote or no vote, but in addition to any affirmative vote of the holders of
any particular class or series of the Voting Stock required by law, this
Certificate of Incorporation or any rights of designation of Preferred Stock
conferred on the Board of Directors pursuant to Article Four, the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the voting power of all of the then-outstanding shares of the Voting Stock,
voting together as a single class, shall be required to alter, amend or
repeal Article Seven or this Article Nine.

         TEN. 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, except as provided in Article
Nine of this Certificate, and all rights conferred upon the stockholders
herein are granted subject to this right.

         ELEVEN.  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.

         TWELVE. 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.

         THIRTEEN.  Advance written 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.

         FOURTEEN.  Stockholders shall not be entitled to cumulative voting
rights for the election of directors.

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         This Amended and Restated Certificate of Incorporation has been duly
adopted by the stockholders of the Corporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the
State of Delaware, as amended.

         IN WITNESS WHEREOF, Tripath Technology Inc. has caused this Amended
and Restated Certificate of Incorporation to be signed by Adya S. Tripathi,
its President and Chief Executive Officer, and attested by John J. DiPietro,
its Secretary, this _____ day of ___________, 2000.


                                     TRIPATH TECHNOLOGY INC.


                                     ------------------------------------
                                     Adya S. Tripathi, President and
                                     Chief Executive Officer


Attested:


-----------------------------------
John J. DiPietro, Secretary


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