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                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                           ROGUE WAVE SOFTWARE, INC.

     ROGUE WAVE SOFTWARE, INC., a corporation organized and existing under the
laws of the state of Delaware (the "Corporation") hereby certifies that:

     1.   The name of the Corporation is Rogue Wave Software, Inc.  The
Corporation was originally incorporated under the name Rogue Wave Acquisition
Corporation.

     2.   The date of filing of the Corporation's original Certificate of
Incorporation was November 6, 1996.

     3.   The Amended and Restated Certificate of Incorporation of the
Corporation as provided in Exhibit A hereto was duly adopted in accordance with
the provisions of Section 242 and Section 245 of the General Corporation Law of
the State of Delaware by the Board of Directors of the Corporation.

     4.   Pursuant to Section 245 of the Delaware General Corporation Law,
approval of the stockholders of the Corporation has been obtained.

     5.   The Amended and Restated Certificate of Incorporation so adopted
reads in full as set forth in Exhibit A attached hereto and is hereby
incorporated by reference.

     IN WITNESS WHEREOF, the undersigned have signed this certificate this 
22nd day of November, 1996, and hereby affirm and acknowledge under penalty 
of perjury that the filing of this Amended and Restated Certificate of 
Incorporation is the act and deed Rogue Wave Software, Inc.

                                        Rogue Wave Software, Inc.


                                       By: /s/ Thomas Keffer
                                          -----------------------------------
                                          Thomas Keffer
                                          President, Chief Executive Officer
                                            and Chairman of the Board
ATTEST:

 /s/ Robert M. Holburn, Jr.
---------------------------------
Robert M. Holburn, Jr.
Secretary and Chief Financial Officer

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                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                           ROGUE WAVE SOFTWARE, INC.

                                      I.

     The name of this corporation is Rogue Wave Software, Inc.

                                      II.

     The address of the registered office of the corporation in the State of
Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, and the
name of the registered agent of the corporation in the State of Delaware at
such address is the Prentice-Hall Corporation System, Inc.

                                     III.

     The purpose of this 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, respectively, "Common Stock" and "Preferred Stock."  The total
number of shares which the corporation is authorized to issue is forty million
(40,000,00) shares.  Thirty five million (35,000,000) shares shall be Common
Stock, each having a par value of one-tenth of one cent ($.001).  Five million
(5,000,000) shares shall be Preferred Stock, each having a par value of one-
tenth of one cent ($.001).

     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, 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 constituting any such
series or any of them; and to increase or decrease 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

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directors and of its stockholders or any class thereof, as the case may be, it
is further provided that:

     A.

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

          2.   Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, directors
shall be elected at each annual meeting of stockholders for a term of one
year.  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.   Subject to the rights of the holders of any series of Preferred
Stock, no director shall be removed without cause.  Subject to any limitations
imposed by law, the Board of Directors or any individual director may be
removed from office at any time with cause by the affirmative vote of the
holders of a majority of the voting power of all the then-outstanding shares
of voting stock of the corporation, entitled to vote at an election of
directors (the "Voting Stock").

          4.   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.

          1.   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.  The Board of
Directors shall also have the power to adopt, amend, or repeal Bylaws.

          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 at an annual or special meeting of stockholders called in accordance
with the Bylaws and following

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the closing of the Initial Public Offering no action shall be taken by the
stockholders by written consent.

          4.   Special meetings of the stockholders of the corporation may be
called, for any purpose or purposes, by (i) the Chairman of the Board of
Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors
pursuant to a resolution adopted by a majority of the total number of
authorized directors (whether or not there exist any vacancies in previously
authorized directorships at the time any such resolution is presented to the
Board of Directors for adoption), and shall be held at such place, on such
date, and at such time as the Board of Directors shall fix.

          5.   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.   A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for any 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 Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.  If the Delaware General Corporation Law is amended
after approval by the stockholders of this Article to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director shall be eliminated or limited to the fullest
extent permitted by the Delaware General corporation Law, as so amended.

     B.   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, 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

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then-outstanding shares of the Voting Stock, voting together as a single
class, shall be required to alter, amend or repeal Articles V, VI, and VII.





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