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                                                                    EXHIBIT 2.01


No. 1709998

                        THE COMPANIES ACTS 1948 to 1981

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                           COMPANY LIMITED BY SHARES

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                           MEMORANDUM OF ASSOCIATION

                                       OF

                               MICRO FOCUS GROUP
                             PUBLIC LIMITED COMPANY

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      1.     The name of the Company is "MICRO FOCUS GROUP PUBLIC LIMITED
             COMPANY."

      2.     The Company is to be a public company.

      3.     The registered office of the Company will be situate in England.

      4.     The objects for which the Company is established are:

             (A)     To carry on the business of a holding company in all its
                     branches, to coordinate the policy and administration of
                     any companies, corporations or undertakings in which the
                     Company is a member or participant or which are controlled
                     by or associated with the Company in any manner, to
                     guarantee, assist financially, subsidize or enter into
                     subvention agreements with any such companies,
                     corporations or undertakings and to provide for them
                     administrative, executive, managerial, secretarial and
                     accountancy services or staff, office accommodation or
                     social or welfare services and facilities, to act as
                     secretaries, directors, registrars, managers and agents
                     thereof and to do anything which will or may promote the
                     efficiency and profitability of the businesses carried on
                     by any such companies, corporations or undertakings.
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             (B)     To acquire any shares, stock, debentures, debenture stock,
                     bonds, notes, obligations, or securities by original
                     subscription, contract, tender, purchase, exchange,
                     underwriting, participation in syndicates or otherwise,
                     and whether or not fully paid up, and to subscribe for the
                     same subject to such terms and conditions (if any) as may
                     be thought fit.

             (C)     To exercise and enforce all rights and powers conferred by
                     or incident to the ownership of any such shares, stock,
                     obligations or other securities including without
                     prejudice to the generality of the foregoing all such
                     powers of veto or control as may be conferred by virtue of
                     the holding by the company of some special proportion of
                     the issued or nominal amount thereof and to provide
                     managerial and other executive, supervisory and consultant
                     services for or in relation to any company in which the
                     Company is interested upon such terms as may be thought
                     fit.

             (D)     To acquire by any means any real or personal property or
                     rights whatsoever.

             (E)     To carry on any other business which may seem to the
                     Company capable of being conducted directly or indirectly
                     for the benefit of the Company.

             (F)     To make experiments in connection with any business or
                     proposed business of the Company, and to apply for or
                     otherwise acquire in any part of the world any patents,
                     patent rights, licenses, protections and concessions which
                     may appear likely to be advantageous or useful to the
                     Company, and to use and manufacture under or grant
                     licenses or privileges in respect of the same, and to
                     expend money in experimenting upon and testing and in
                     improving or seeking to improve any patents, inventions or
                     rights which the Company may acquire or propose to
                     acquire.

             (G)     To acquire by any means the whole or any part of the
                     assets, and to undertake the whole or any part of the
                     liabilities, of any person carrying on or proposing to
                     carry on any business which the Company is authorized to
                     carry on or which can be carried on in connection
                     therewith, or to acquire an interest in, amalgamate or
                     enter into any arrangement for sharing profits, or for
                     cooperation, or for limiting competition, or for mutual
                     assistance, with any such person and to give or accept, by
                     way of consideration for any of the acts or things
                     aforesaid or property acquired, any shares, whether fully
                     or partly paid up, debentures, or other securities or
                     rights that may be agreed upon.

             (H)     To lend money or give credit to such persons on such terms
                     as may seem expedient.

             (I)     To borrow money and to secure by mortgage, charge or lien
                     upon the whole or any part of the Company's property or
                     assets (whether present or future),

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                     including its uncalled capital, the discharge by the 
                     Company or any other person of any obligation or liability.

             (J)     To guarantee the performance of any obligation by any 
                     person whatsoever.

             (K)     To draw, make, accept, endorse, discount, execute and
                     issue promissory notes, bills of exchange, bills of
                     lading, warrants, debentures and other negotiable or
                     transferable instruments.

             (L)     To apply for, promote and obtain any Act of Parliament,
                     charters, privileges, concessions, licenses or
                     authorizations of any government, state or municipality,
                     Provisional Order or License of the Department of Trade or
                     other authority for enabling the Company to carry any of
                     its objects into effect or for extending any of the
                     Company's powers or for effecting any modification of the
                     Company's constitution, or for any other purpose which may
                     seem expedient, and to oppose any actions, steps,
                     proceedings or applications which may seem calculated
                     directly or indirectly to prejudice the interests of the
                     Company or of its Members.

             (M)     To enter into any arrangement with any governments or
                     authorities (supreme, municipal, local or otherwise), or
                     any corporation, companies or persons that may seem
                     conducive to the Company's objects or any of them, and to
                     obtain from any such government, authority, corporation,
                     company or person any charters, contracts, decrees,
                     rights, privileges and concessions which the Company may
                     think desirable, and to carry out, exercise and comply
                     with any such charters, contracts, decrees, rights,
                     privileges and concessions.

             (N)     To establish and maintain, or procure the establishment
                     and maintenance of, any employees share schemes, share
                     option schemes or incentive schemes of whatever nature,
                     any pension or superannuation funds (whether contributory
                     or otherwise) for the benefit of, and to give or procure
                     the giving of donations, gratuities, pensions, allowances
                     and emoluments to any persons who are or were at any time
                     in the employment or service of the Company, or of any
                     company which is a subsidiary of the Company or is allied
                     to or associated with the Company, or any such subsidiary
                     or of any of the predecessors of the Company or any such
                     other company as aforesaid, or who may be or have been
                     Directors or officers of the Company, or of any such other
                     company as aforesaid, and the wives, widows, families and
                     dependents of any such persons, and to establish,
                     subsidize and subscribe to any institutions, associations,
                     societies, trusts, clubs or funds calculated to be for the
                     benefit of, or to advance the interests and well-being of,
                     the Company or of any other company as aforesaid, or of
                     any such persons as aforesaid and to make payments for or
                     towards the insurance of any such persons as aforesaid,
                     and to subscribe or guarantee money for charitable or
                     benevolent objects, or for any exhibition or


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                     for any public, general or useful object, and to do any of
                     the matters aforesaid either alone or in conjunction with
                     any such other company as aforesaid.

             (O)     To procure the Company to be registered or recognized in
                     any part of the world.

             (P)     To promote any other company for the purpose of acquiring
                     all or any of the property and/or undertaking any of the
                     liabilities of the Company, or of undertaking any business
                     or operations which may appear likely to assist or benefit
                     the Company, and to place or guarantee the placing of,
                     underwrite, subscribe for, or otherwise acquire all or any
                     part of the shares, debentures or other securities of any
                     such company as aforesaid.

             (Q)     To dispose by any means of the whole or any part of the
                     assets of the Company.

             (R)     To do all or any of the above things in any part of the
                     world, and either as principal, agent, trustee, contractor
                     or otherwise, and either alone or in conjunction with
                     others, and either by or through agents, trustees,
                     sub-contractors or otherwise.

             (S)     To do all such other things as may be deemed incidental or
                     conducive to the attainment of the above objects or any of
                     them.

And it is hereby declared that the word "company" in this clause, except where
used in reference to the Company, shall be deemed to include any partnership or
other body of persons, whether corporate or unincorporate, and whether
domiciled in the United Kingdom or elsewhere, and the objects specified in each
of the paragraphs of this clause shall be regarded as independent objects, and
accordingly shall in nowise be limited or restricted (except where otherwise
expressed in such paragraphs) by reference to or inference from the terms of
any other paragraph or the name of the Company.

      5.     The liability of the Members is limited.

      6*.    The share capital of the Company is GBP 50,000 divided into fifty
             thousand shares of GBP 1 each.

     *NOTE:  On 4th May, 1983, by special resolution the authorised capital was
increased and reorganised so as to be GBP 1,250,000 divided into 12,500,000 
ordinary shares of 10p each.

     *NOTE:  On 2nd April, 1984, by special resolution, the authorised capital
was increased so as to be GBP 1,650,000 divided into 16,500,000 ordinary shares
of 10p each.

     *NOTE:  On 19th June 1996, by special resolution, the authorised capital
was increased so as to be GBP 2,250,000 divided into 22,500,000 ordinary shares
of 10p each.


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WE, the several persons whose names, addresses and descriptions are subscribed,
are desirous of being formed into a Company in pursuance of this Memorandum of
Association and we respectively agree to take the number of shares in the
capital of the Company set opposite our respective names.



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   NAMES, ADDRESSES AND              NUMBER OF SHARES TAKEN
       DESCRIPTIONS                    BY EACH SUBSCRIBER
      OF SUBSCRIBERS
                                     
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   PETER MICHAEL SHIRLEY,                       ONE
   Watling House, 
   35/37 Cannon Street, 
   London EC4M 5SD
      Solicitor

   PHILIPPE JEAN LOUIS OLLIVIER,                ONE 
   Watling House,
   35/37 Cannon Street, 
   London EC4M 5SD
      Trainee Solicitor

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DATED this 22nd day of February, 1983.

WITNESS to the above signatures:

      HELEN M. GAVIN,
      Watling House,
      35/37 Cannon Street,
      London EC4M 5SD
         Trainee Solicitor



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