**EXHIBIT 3.1****AMENDED AND RESTATED CERTIFICATE OF INCORPORATION****OF****SYBASE, INC.**     Sybase, Inc., a corporation organized and existing under the laws of the State of Delaware,does hereby certify:     1. The name of the corporation is Sybase, Inc. Sybase, Inc. was originally incorporated underthe same name, and the original Certificate of Incorporation was filed with the Secretary of Stateof the State of Delaware on May 6, 1991, a Restated Certificate of Incorporation was filed on June12, 1991 which was further amended thereafter and a further Restated Certificate of Incorporationwas filed on August 20, 1991 which was further amended thereafter.     2. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware,the amendments to Article Eleventh of the Amended and Restated Certificate of Incorporation havebeen duly approved by the Board of Directors and stockholders of Sybase, Inc. All other provisionsof the corporation’s prior Restated Certificate of Incorporation, as amended and the Corporation’sAmended and Restated Certificate of Designation of Rights, Preferences and Privileges of Series AParticipating Preferred Stock originally filed on August 5, 2002 are restated but not amended inthis Amended and Restated Certificate of Incorporation.     3. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, thisAmended and Restated Certificate of Incorporation amends and restates and integrates and furtheramends the provisions of the Restated Certificate of Incorporation of this corporation.     4. The text of the Restated Certificate of Incorporation as is hereby restated and furtheramended to read in its entirety as follows:   FIRST: The name of the Corporation is Sybase, Inc. (the “Corporation”).   SECOND: The address of the Corporation’s registered office in the State of Delaware is The Prentice-Hall Corporation System,Inc., 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, Delaware 19808. The name of itsregistered agent at such address is The Prentice-Hall Corporation System, Inc.   THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized underthe General Corporation Law of Delaware.
 

 
   FOURTH: A. The total number of shares which the Corporation shall have authority to issue istwo hundred eight million (208,000,000) shares of capital stock.     B. Of such authorized shares, two hundred million (200,000,000) shares shall bedesignated “Common Stock”, and have a par value of $.001.     C. Of such authorized shares, eight million (8,000,000) shares shall be designated“Preferred Stock”, and have a par value of $.001. The Preferred Stock may be issuedfrom time to time in one or more series. The Board of Directors of the Corporationis authorized to determine or alter the powers, preferences and rights and thequalifications, limitations or restrictions granted to or imposed upon any whollyunissued series of Preferred Stock, and within the limitations or restrictionsstated in any resolution or resolutions of the Board of Directors originally fixingthe number of shares constituting any series, to increase or decrease (but not belowthe number of shares of any such series then outstanding) the number of shares ofany such series subsequent to the issuance of shares of that series, to determinethe designation of any series, and to fix the number of shares of any series. Incase the number of shares of any series shall be so decreased, the sharesconstituting such decrease shall resume the status which they had prior to theadoption of the resolution originally fixing the number of shares of such series.   FIFTH: The name and mailing address of the incorporator is as follows:       NAME MAILING ADDRESS       Robert T. Clarkson Wilson, Sonsini, Goodrich &RosatiTwo Palo Alto SquareSuite 900Palo Alto, California 94306   SIXTH: The Corporation is to have perpetual existence.   SEVENTH: Elections of directors need not be by written ballot unless a stockholder demands election by written ballot at themeeting and before voting begins.   EIGHTH: The number of directors which constitute the whole Board of Directors of the Corporation shall be designated in theBylaws of the Corporation.   NINTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expresslyauthorized to make, alter, amend or repeal the Bylaws of the Corporation.   TENTH: To the fullest extent permitted by the Delaware General Corporation Law as the same exists or as it may hereafter beamended, no director of the Corporation
 

 
     shall be personally liable to the Corporation or its stockholders formonetary damages for breach of fiduciary duty as a director.     Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Amended and RestatedCertificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article inrespect of any matter occurring, or any cause of action, suit or claim that, but for this Article, would accrue orarise, prior to such amendment, repeal or adoption of an inconsistent provision.   ELEVENTH: Section 1. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office untiltheir successors have been duly elected and qualified at the next annual meeting of stockholders; except that if anysuch election shall not be so held, such election shall take place at a stockholders’ meeting called and held inaccordance with the Delaware General Corporation Law. Notwithstanding the foregoing, each director elected prior tothe 2008 Annual Meeting of Stockholders shall hold office until the expiration of the applicable three year term forwhich such director was elected and shall not become subject to election until the expiration of such director’sexisting term.     Section 2. The number of directors which constitute the whole Board of Directors ofthe Corporation shall be designated in the Bylaws of the Corporation.     Section 3. Vacancies occurring on the Board of Directors for any reason may befilled by vote of a majority of the remaining members of the Board of Directors,although less than a quorum, at any meeting of the Board of Directors. A person soelected by the Board of Directors to fill a vacancy shall hold office until the nextsucceeding annual meeting of stockholders of the Corporation and until his or hersuccessor shall have been duly elected and qualified.   TWELFTH: Meetings of stockholders may be held within or without the Stateof Delaware, as the Bylaws may provide. The books of theCorporation may be kept (subject to any provision contained inthe statutes) outside of the State of Delaware at such place orplaces as may be designated from time to time by the Board ofDirectors or in the Bylaws of the Corporation.   THIRTEENTH: Effective upon the closing of the Corporation’s initialpublic offering of securities pursuant to a registrationstatement filed under the Securities Act of 1933, as amended,stockholders of the Corporation may not take action by writtenconsent in lieu of a meeting but must take any actions at a dulycalled annual or special meeting.   FOURTEENTH: Notwithstanding any other provisions of this RestatedCertificate of Incorporation or any provision of law which mightotherwise permit a lesser vote or no vote, but in addition to anyaffirmative vote of the holders of the capital stock required bylaw or this Restated Certificate of Incorporation, the
 

 
     affirmative vote of the holders of at least two-thirds (2/3) ofthe combined voting power of all of the then-outstanding sharesof the Corporation entitled to vote shall be required to alter, amend or repeal Articles ELEVENTH, THIRTEENTH orFOURTEENTH or any provision thereof, unless such amendment shall be approved by amajority of the directors of the Corporation not affiliated or associated with anyperson or entity holding (or which has announced an intention to obtain) 26% or moreof the voting power of the Corporation’s outstanding capital stock.   FIFTEENTH: The Corporation reserves the right to amend, alter,change or repeal any provision contained in this Amended andRestated Certificate of Incorporation, in the manner now orhereafter prescribed by statute, and all rights conferred uponstockholders herein are granted subject to this reservation.     THE UNDERSIGNED, being the President, does make this certificate, hereby declaring andcertifying that this is his act and deed and the facts herein stated are true, and accordingly, hashereunto set his hand this 11th day of June, 2007.      Sybase, Inc.