<PAGE>
                                                                     Exhibit 3.1

            CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION
                               OF NETMANAGE, INC.

      The undersigned, the Chief Executive Officer of NetManage, Inc., a
      Delaware corporation (the "Corporation") does hereby certify as follows:


1.    The name of the Corporation is NetManage, Inc.

2.    The original Certificate of Incorporation of the Corporation was filed
      with the Secretary of State of the State of California on April 30, 1990.
      The Certificate of Incorporation of the NetManage (Delaware), Inc. was
      filed with the Secretary of State of the State of Delaware on July 23,
      1993. The Certificate of Merger, merging NetManage (Delaware), Inc. with
      and into NetManage Inc., was filed with the Secretary of State of the
      State of Delaware on September 21, 1993.

3.    The Board of Directors of the Corporation, acting in accordance with the
      provisions of Section 242 of the General Corporation Law of the State of
      Delaware hereby amends Article IV of the Corporation's Certificate of
      Incorporation (the "Certificate of Incorporation") as follows:

      By adding to the end of Article IV, Paragraph (1) the following:

      Simultaneously with the effective date of this Certificate of Amendment
(the "Effective Date"), all shares of Common Stock issued and outstanding or
held in treasury shall be and hereby are automatically combined and reclassified
as follows:

            Each seven (7) shares of Common Stock issued and outstanding or held
            in treasury shall be combined and reclassified (the "Reverse Stock
            Split") as one (1) share of Common Stock. Fractional shares of
            Common Stock will not be issued as a result of the Reverse Stock
            Split, but instead, the Company will pay each holder of a fractional
            interest an amount in cash equal to the value of such fractional
            interest upon the surrender to the Exchange Agent of certificates
            representing such shares. The cash payment will be equal to the
            fraction to which the stockholder otherwise would be entitled,
            multiplied by the average closing sale prices of old shares (as
            adjusted to reflect the reverse split) for the 20 trading days
            immediately before the Effective Date, as officially reported by the
            Nasdaq National Market. If such price or prices are not available,
            the fractional shares payment will be based on the average of the
            last bid and ask prices of old shares for such days, in each case as
            officially reported by the Nasdaq National Market, or other such
            process as determined by the Board of Directors. The ownership of a
            fractional interest will not give the holder thereof any voting,
            dividend, or other rights except to receive payment therefore
            described herein.

4.    Thereafter, pursuant to a resolution of the Board of Directors, this
      Certificate of Amendment was submitted to the stockholders of the
      Corporation for their approval, and 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 undersigned, Zvi Alon and Michael R. Peckham, have
      signed this Certificate of Amendment as President and Secretary,
      respectively, of the Corporation, this 30th day of August 2002.

  /s/ Zvi Alon
---------------------------
Zvi Alon, President

  /s/ Michael Peckham
---------------------------
Michael R. Peckham, Secretary