Exhibit
3.1









AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF




CHORDIANT
SOFTWARE, INC.




Samuel T.
Spadaforaand Steven R.
Springsteel hereby certify that:




1.
            The
      original name of this corporation is Chordiant Acquisition Corporation and
      the date of filing the original Certificate of Incorporation of this
      corporation with the Secretary of State of the State of Delaware is
      October 1, 1997.




2.
            They
      are the duly elected and acting President and Secretary, respectively, of
      Chordiant Software, Inc., a Delaware
  corporation.




3.
            The
      Certificate of Incorporation of this corporation is hereby amended and
      restated to read as follows:




“I.









The
name of the corporation is Chordiant Software, Inc. (the “Corporation” or the
“Company”).




II.









The
address of the registered office of the Corporation in the State of Delaware
is:




Corporation Service
Company


1013 Centre Road


Wilmington,
DE  19805


County of New Castle




The
name of the Corporation’s registered agent at said address is Corporation
Service Company.




III.









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




IV.









A.  This
Corporation is authorized to issue two classes of stock to be
designated,




.
 1.


respectively,
“Common Stock” and “Preferred Stock.”  The total number of shares
which the Corporation is authorized to issue is Three Hundred Fifty One Million
(351,000,000) shares, Three Hundred Million (300,000,000) shares of which shall
be Common Stock (the “Common Stock”) and Fifty One Million (51,000,000) shares
of which shall be Preferred Stock (the “Preferred Stock”).  The
Preferred Stock shall have a par value of one-tenth of one cent ($0.001) per
share and the Common Stock shall have a par value of one-tenth of one cent
($0.001) per share.




B.  The
Preferred Stock may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized, by filing a
certificate (a “Preferred Stock Designation”) pursuant to the Delaware General
Corporation Law (“DGCL”), to fix or alter from time to time the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations, or restrictions of any wholly unissued series of
Preferred Stock, and to establish from time to time the number of shares of any
series subsequent to the issuance 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 decreased in accordance with the foregoing
sentence, 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.




V.







For
the management of the business and for the conduct of the affairs of the
corporation, and in further definition, limitation and regulation of the powers
of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:




A.  Management




1.  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
that shall constitute the whole Board of Directors shall be fixed exclusively by
one or more resolutions adopted by the Board of Directors.




2.  Board
of Directors




a.  Subject
to the rights of the holders of any series of Preferred Stock to elect
additional directors under specified circumstances, following the closing of the
initial public offering pursuant to an effective registration statement under
the Securities Act of 1933, as amended (the “1933 Act”), covering the offer and
sale of Common Stock to the public (the “Initial Public Offering”), the
directors shall be divided into three classes designated as Class I, Class II
and Class III, respectively. Directors shall be assigned to each class in
accordance with a resolution or resolutions adopted by the Board of
Directors.  At the first annual meeting of stockholders following the
closing of the Initial Public Offering, the term of office of the Class I
directors shall expire and Class I directors shall be elected for a full term of
three years.  At the second annual meeting of stockholders following
the Initial Public Offering, the term of office of the Class II directors shall
expire and Class II directors shall be elected for a full term of
three




.
 2.


years.  At
the third annual meeting of stockholders following the Initial Public Offering,
the term of office of the Class III directors shall expire and Class III
directors shall be elected for a full term of three years.  At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.  During such time or times that the corporation
is subject to Section 2115(b) of the California General Corporation Law
(“CGCL”), this Section A.2.a of this Article V shall not be effective and
Section A.2.b of this Article shall apply.




b.  In
the event that the corporation is subject to Section 2115(b) of the CGCL,
Section A.2.a of this Article V shall not apply and all directors shall be shall
be elected at each annual meeting of stockholders to hold office until the next
annual meeting.




c.  No
person entitled to vote at an election for directors may cumulate votes to which
such person is entitled, unless, at the time of such election, the corporation
(i) is subject to Section 2115(b) of the CGCL and (ii) is not a “listed”
corporation or ceases to be a “listed” corporation under Section 301.5 of the
CGCL.  During this time, every stockholder entitled to vote at an
election for directors may cumulate such stockholder’s votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which such stockholder’s shares are
otherwise entitled, or distribute the stockholder’s votes on the same principle
among as many candidates as such stockholder thinks fit.  No
stockholder, however, shall be entitled to so cumulate such stockholder’s votes
unless (i) the names of such candidate or candidates have been placed in
nomination prior to the voting and (ii) the stockholder has given notice at the
meeting, prior to the voting, of such stockholder’s intention to cumulate such
stockholder’s votes.  If any stockholder has given proper notice to
cumulate votes, all stockholders may cumulate their votes for any candidates who
have been properly placed in nomination. Under cumulative voting, the candidates
receiving the highest number of votes, up to the number of directors to be
elected, are elected.




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





3.  Removal
of Directors




a.           During
such time or times that the corporation is subject to Section 2115(b) of
the CGCL, the Board of Directors or any individual director may be removed from
office at any time without cause by the affirmative vote of the holders of at
least a majority of the outstanding shares entitled to vote on such removal;
provided, however, that unless the entire Board is removed, no individual
director may be removed when the votes cast against such director’s removal, or
not consenting in writing to such removal, would be sufficient to elect that
director if voted cumulatively at an election which the same total number of
votes were cast (or, if such action is taken by written consent, all shares
entitled to vote were voted) and the entire number of directors authorized at
the time of such director’s most recent election were then being
elected.




.
 3.







b.           At
any time or times that the corporation is not subject to Section 2115(b) of the
CGCL and subject to any limitations imposed by law, Section A.3.a. above shall
no longer apply and removal shall be as provided in Section 141(k) of the
DGCL.




4.  Vacancies




a.  Subject
to the rights of the holders of any series of Preferred Stock, any vacancies on
the Board of Directors resulting from death, resignation, disqualification,
removal or other causes and any newly created directorships resulting from any
increase in the number of directors, shall, unless the Board of Directors
determines by resolution that any such vacancies or newly created directorships
shall be filled by the stockholders, except as otherwise provided by law, be
filled only by the affirmative vote of a majority of the directors then in
office, even though less than a quorum of the Board of Directors, and not by the
stockholders.  Any director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the director
for which the vacancy was created or occurred and until such director’s
successor shall have been elected and qualified.




b.  If
at the time of filling any vacancy or any newly created directorship, the
directors then in office shall constitute less than a majority of the whole
board (as constituted immediately prior to any such increase), the Delaware
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent (10%) of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in offices as
aforesaid, which election shall be governed by Section 211 of the
DGCL.




c.  At
any time or times that the corporation is subject to Section 2115(b) of the
CGCL, if, after the filling of any vacancy by the directors then in office who
have been elected by stockholders shall constitute less than a majority of the
directors then in office, then




(i)  Any
holder or holders of an aggregate of five percent (5%) or more of the total
number of shares at the time outstanding having the right to vote for those
directors may call a special meeting of stockholders; or




(ii)  The
Superior Court of the proper county shall, upon application of such stockholder
or stockholders, summarily order a special meeting of stockholders, to be held
to elect the entire board, all in accordance with Section 305(c) of the
CGCL.  The term of office of any director shall terminate upon that
election of a successor.




B.




1.  Bylaw
Amendments




Subject to paragraph (h) of Section 43
of the Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by the
affirmative vote 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 of the
corporation entitled to vote.  The Board of Directors shall also have
the power to adopt, amend, or repeal Bylaws.









.
 4.







2.  The
directors of the corporation need not be elected by written ballot unless the
Bylaws so provide.




3.  No
action shall be taken by the stockholders of the corporation except (i) at an
annual or special meeting of stockholders called in accordance with the Bylaws
or (ii) by written consent of stockholders in accordance with the Bylaws prior
to the closing of the Initial Public Offering, and following the closing of the
Initial Public Offering no action shall be taken by the stockholders by written
consent.




4.  Advance
notice of stockholder nominations for the election of directors and of business
to be brought by stockholders before any meeting of the stockholders of the
corporation shall be given in the manner provided in the Bylaws of the
corporation.










VI.




A.  The
liability of the directors for monetary damages shall be eliminated to the
fullest extent under applicable law.




B.  This
corporation is authorized to provide indemnification of agents (as defined in
Section 317 of the CGCL) for breach of duty to the corporation and its
shareholders through bylaw provisions or through agreements with the agents, or
through shareholder resolutions, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the CGCL, subject, at any time or times
the corporation is subject to Section 2115(b) to the limits on such excess
indemnification set forth in Section 204 of the CGCL.




C.  Any
repeal or modification of this Article VI shall be prospective and shall not
affect the rights under this Article VI in effect at the time of the alleged
occurrence of any act or omission to act giving rise to liability or
indemnification.




VII.




A.  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 paragraph B. of this Article VII,
and all rights conferred upon the stockholders herein are granted subject to
this reservation.




B.  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 Preferred
Stock Designation, following the closing of the Initial Public Offering 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 V, VI or VII of this Certificate of
Incorporation.




*
* * *







5.




THREE:                      This
Amended and Restated Certificate of Incorporation has been duly approved by the
Board of Directors of this Corporation.




FOUR:                      This
Amended and Restated Certificate of Incorporation has been duly adopted in
accordance with the provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware by the Board of Directors and the
stockholders of the Corporation.




.
 6.


In Witness
Whereof, Chordiant
Software, Inc. has caused this Amended and Restated Certificate of
Incorporation to be signed by the President and the Secretary in Cupertino,
California this 18th day of
February 2000.







CHORDIANT
      SOFTWARE, INC.By:
            /s/  Samuel
      T. SpadaforaSamuel
      T. SpadaforaPresidentATTEST:By:
            /s/  Steven
      R. SpringsteelSteven
      R. SpringsteelSecretary








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 7.