EXHIBIT 3.1

                    RESTATED CERTIFICATE OF INCORPORATION OF

                              GLOBESPANVIRATA, INC.
                             a Delaware corporation

                            (Pursuant To Section 245
                    of the Delaware General Corporation Law)

                           __________________________

          GlobespanVirata, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "General Corporation Law")

          DOES HEREBY CERTIFY:

          FIRST: That this corporation was originally incorporated on June 7,
1996, pursuant to the General Corporation Law under the name of CAP Acquisition
Corp.

          SECOND: That the Board of Directors duly adopted resolutions proposing
to restate the Amended and Restated Certificate of Incorporation, as amended, of
this corporation, declaring said restatement to be advisable and in the best
interests of this corporation and its stockholders. This restated certificate
merely restates and integrates, but does not further amend the certificate of
incorporation, as therefore amended or supplemented, and there is no discrepancy
between those provisions and the provisions of this restated certificate. The
resolution setting forth the proposed restatement is as follows:

          "RESOLVED, that the Amended and Restated Certificate of Incorporation
of this corporation, as amended, be restated in its entirety as
follows:

                                    ARTICLE I

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

                                   ARTICLE II

          The address of the registered office of this corporation in the State
of Delaware is 15 E. North Street, Dover, Kent County. The name of its
registered agent at such address is Incorporating Services, Ltd.

                                   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.

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                                   ARTICLE IV

          Section 1. Authorized Stock. The Corporation is authorized to issue
two classes of stock to be designated, respectively, "Common Stock" and
"Preferred Stock." The number of shares that the Corporation is authorized to
issue is four hundred and ten million (410,000,000). Four hundred million
(400,000,000) shares shall be Common Stock and ten million (10,000,000) shares
shall be Preferred Stock, each with a par value of $0.001 per share.

          Section 2. Preferred Stock. The Preferred Stock authorized by this
Restated Certificate of Incorporation (the "Restated Certificate") may be issued
from time to time in one or more series, without further stockholder approval.
The Board of Directors is hereby authorized to fix or alter the rights,
preferences, privileges and restrictions granted to or imposed upon series of
Preferred Stock, and the number of shares constituting any such series and the
designation thereof, or any of them. Subject to compliance with applicable
protections, voting rights that have been or granted to the Preferred Stock or
any series thereof in Certificates of Designation or this Corporation's
Certificate of Incorporation ("Protective Provisions"), but notwithstanding any
other rights of the Preferred Stock or any series thereof, the rights,
privileges, preferences and restrictions of any such series may be subordinated
to, pari passu with (including, without limitation, inclusion in provisions with
respect to liquidations and acquisition preferences, redemption and/or approval
of matters by vote or written consent), or senior to any of those of any present
or future class or series of Preferred Stock or Common Stock. Subject to
compliance with the applicable Protective Provisions, the Board of Directors is
also authorized to increase or decrease 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.

          Section 3. Voting Rights. Except as otherwise provided by law or by
resolution or resolutions providing for the issue of any series of Preferred
Stock, the holders of outstanding shares of Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes, each holder of record of shares of Common Stock being entitled to one
vote for each share of Common Stock standing in such holder's name on the books
of the Corporation.

                                    ARTICLE V

          Except as otherwise provided in this Restated Certificate, 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 the Corporation.

                                   ARTICLE VI

          Section 1. Number. The number of directors of the Corporation shall be
fixed from time to time by the Bylaws or by amendment thereof duly adopted by
the Board of Directors.

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          Section 2. Removal. Subject to the rights of the holders of any one or
more classes or series of Preferred Stock issued by the Corporation, any
director, or the entire Board, may be removed from office at any time, but only
for cause and only by the affirmative vote of the holders of not less than
eighty percent (80%) of the voting power of all of the outstanding shares of
capital stock of the Corporation entitled to vote generally in the election of
directors, considered for purposes of this sentence as a single class. Any
vacancy in the Board that results from an increase in the number of directors
may be filled by a majority of the directors then in office, provided that a
quorum is present, and any other vacancy may be filled only by a majority of the
directors then in office, even if less than a quorum, or by a sole remaining
director. Any director elected to fill a vacancy not resulting from an increase
in the number of directors shall hold office for the remaining term of his or
her predecessor.

                                   ARTICLE VII

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

                                  ARTICLE VIII

          Except as otherwise provided in this Restated Certificate, any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of the stockholders of the Corporation,
and no action required to be taken or that may be taken at any annual or special
meeting of the stockholders of the Corporation may be taken by written consent.

                                   ARTICLE IX

          A director of the Corporation shall, to the fullest extent permitted
by the General Corporation Law as it now exists or as it may hereafter be
amended, not be personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law, or (iv) for any transaction from
which the director derived any improper personal benefit. If the General
Corporation Law is amended after approval by the stockholders of this Article IX
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law as so amended.

          Any repeal or modification of the foregoing provisions of this Article
IX by the stockholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation 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 occurring prior to, such repeal or
modification.


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                                    ARTICLE X

          In addition to any vote of the holders of any class or series of the
stock of the Corporation required by law or by this Restated Certificate, the
affirmative vote of the holders of a majority of the voting power of all of the
then outstanding shares of capital stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend or repeal any provision of this Restated Certificate.

                                   ARTICLE XI

          Section 1. Right to Indemnification. Each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether the basis of such proceeding is alleged action
in an official capacity as a director, officer, employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified and held harmless by the Corporation to the fullest extent
authorized by the General Corporation Law of the State of Delaware, as the same
exists or may hereafter be amended (but, in the case of any such amendment
permits the Corporation to provide broader indemnification rights than said law
permitted the Corporation to provide prior to such amendment), against all
expense, liability and loss (including, without limitation, attorneys' fees,
judgments, fines, amounts paid or to be paid in settlement, and excise taxes or
penalties arising under the Employee Retirement Income Security Act of 1974)
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that, except as provided in
Section (2) hereof, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board. The right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the General Corporation Law of the
State of Delaware requires, the payment of such expenses incurred by a director
or officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be indemnified under
this Section or otherwise. The Corporation may provide indemnification to
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.


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          Section 2. Right of Claimant to Bring Suit. If a claim under this
Section is not paid in full by the Corporation within thirty days after a
written claim has been received by the Corporation, the claimant may at any time
thereafter bring suit against the Corporation to recover the unpaid amount of
the claim and, if successful in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, as been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General corporation Law of the State of Delaware for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

          Section 3. Non-Exclusivity of Rights. The right to indemnification and
the payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section shall not be exclusive of any other
right which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, Bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.

          Section 4. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer, employee or agent of the
Corporation of another corporation, partnership, joint venture, trust or other
enterprise against any such expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the General Corporation Law of the State of Delaware.

                                   ARTICLE XII

          The provisions of Section 203 of the General Corporation Law shall not
apply to the Corporation.

                                      * * *

          THIRD: That said Restated Certificate was duly adopted 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, the undersigned has signed this Certificate this
29th day of March 2002.

                                   /s/ ARMANDO GEDAY
                                   ___________________________
                                   Armando Geday
                                   President and Chief Executive Officer