<PAGE>
                                                                     EXHIBIT 3.1

                        CV THERAPEUTICS, INC.

                        AMENDED AND RESTATED
                     CERTIFICATE OF INCORPORATION
                  (filed pursuant to Sec. 242 & 245)
                                  OF

                        CV THERAPEUTICS, INC.

           Louis G. Lange, M.D., Ph.D. does hereby certify:

           1.         He is the Chairman of the Board and Chief
Executive Officer of CV Therapeutics, Inc., a corporation organized
and existing under the laws of the state of Delaware.  The original
Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on December 11, 1990.

           2.         The Certificate of Incorporation of this
Corporation is hereby amended and restated as follows:

                                  I.

           The name of this corporation is CV Therapeutics, 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 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.         The 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 thirty-five million (35,000,000) shares.
Thirty million (30,000,000) 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

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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
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, following the date on which the corporation
is no longer subject to Section 2115 of the California Corporations
Code (the "Qualifying Record Date"), 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 Qualifying Record Date, 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 Qualifying Record Date, the term of
office of the Class II directors shall expire and Class II directors
shall be elected for a full term of three years.  At the third
annual meeting of stockholders following the Qualifying Record Date,
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.

           Notwithstanding the foregoing provisions of this Article,
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, the Board of Directors or any individual
director may be removed from office at any time (i) 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") or (ii) without cause by the affirmative vote of the
holders of at least sixty-six and two-thirds percent (66 2/3%) of
the voting power of all the then-outstanding shares of the Voting
Stock.

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            (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 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, (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) or (iv) by the holders of the
shares entitled to cast not less that ten percent (10%) of the votes
at the meeting, 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

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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 (662/3%) of the
voting power of all of the thenoutstanding shares of the Voting
Stock, voting together as a single class, shall be required to
alter, amend or repeal Articles V, VI, and VII.

           The foregoing Amended and Restated Certificate of
Incorporation has been duly approved by the Board of Directors.

           The foregoing Amended and Restated Certificate of
Incorporation has been duly approved by the vote of the stockholders
in accordance with Sections 242 and 245 of the Delaware General
Corporation Law.  The total number of outstanding shares of the
Corporation entitled to vote on the amendment was 4,181,077 shares
of Common Stock, 7,746,973 shares of Series A Preferred Stock,
5,505,865 shares of Series C Preferred Stock, 8,296,607 shares of
Series D Preferred Stock, 4,296,600 shares of Series E Preferred
Stock and 6,535,970 shares of Series G Preferred Stock. The number
of shares voting in favor of the amendment equaled or exceeded the
vote required.  The percentage vote required was more than 50% of
the Common Stock and more than 50% of the Preferred Stock each
voting separately as a separate class and more than 50% of the
Common Stock and Preferred Stock voting together as a single class
on an as-converted basis.

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           I further declare under penalty of perjury under the laws
of the state of Delaware that the matters set forth in this Amended
and Restated Certificate of Incorporation are true and correct.


                                            /s/ Louis G. Lange
                                            Louis G. Lange, M.D., Ph.D.
                                            Chairman of the Board and
                                            Chief Executive Officer

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                      CERTIFICATE OF DESIGNATION

                                  OF

            SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                  OF

                        CV THERAPEUTICS, INC.

   (Pursuant to Section 151 of theDelaware General Corporation Law)

                   (EXHIBIT A TO RIGHTS AGREEMENT)

CV THERAPEUTICS, INC., a corporation organized and existing under
the General Corporation Law of the State of Delaware (hereinafter
called the "Company"), hereby certifies that the following
resolution was adopted by the Board of Directors of the Corporation
as required by Section 151 of the General Corporation Law at a
meeting duly called and held on February 2, 1999

RESOLVED, that pursuant to the authority granted to and vested in
the Board of Directors of the Company in accordance with the
provisions of its Amended and Restated Certificate of Incorporation,
the Board of Directors hereby creates a series of Preferred Stock,
par value $.001 per share, of the Company and hereby states the
designation and number of shares, and fixes the relative
designations and the powers, preferences and rights, and the
qualifications, limitations and restrictions thereof (in addition to
the provisions set forth in the Certificate of Incorporation of the
Company, which are applicable to the Preferred Stock of all classes
and series), as follows:

         Series A Junior Participating Preferred Stock:

            SECTION 1. DESIGNATION AND AMOUNT.  Three Hundred Thousand
            (300,000) shares of Preferred Stock, $ .001
            par value, are designated "Series A Junior
            Participating Preferred Stock" with the
            designations and the powers, preferences and
            rights, and the qualifications, limitations
            and restrictions specified herein (the
            "Junior Preferred Stock").  Such number of
            shares may be increased or decreased by
            resolution of the Board of Directors;
            provided, that no decrease shall reduce the
            number of shares of Junior Preferred Stock
            to a number less than the number of shares
            then outstanding plus the number of shares
            reserved for issuance upon the exercise of
            outstanding options, rights or warrants or
            upon the conversion of any outstanding
            securities issued by the Company convertible
            into Junior Preferred Stock.

<PAGE>

            SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

            (A)  Subject to the rights of the holders of
            any shares of any series of Preferred Stock
            (or any similar stock) ranking prior and
            superior to the Junior Preferred Stock with
            respect to dividends, the holders of shares
            of Junior Preferred Stock, in preference to
            the holders of Common Stock, par value $.001
            per share (the "Common Stock"), of the
            Company, and of any other junior stock,
            shall be entitled to receive, when, as and
            if declared by the Board of Directors out of
            funds legally available for the purpose,
            quarterly dividends payable in cash on the
            first day of April, July, October and
            January in each year (each such date being
            referred to herein as a "Quarterly Dividend
            Payment Date"), commencing on the first
            Quarterly Dividend Payment Date after the
            first issuance of a share or fraction of a
            share of Junior Preferred Stock, in an
            amount per share (rounded to the nearest
            cent) equal to the greater of (a) $l.00 or
            (b) subject to the provision for adjustment
            hereinafter set forth, 100 times the
            aggregate per share amount of all cash
            dividends, and 100 times the aggregate per
            share amount (payable in kind) of all
            non-cash dividends or other distributions,
            other than a dividend payable in shares of
            Common Stock or a subdivision of the
            outstanding shares of Common Stock (by
            reclassification or otherwise), declared on
            the Common Stock since the immediately
            preceding Quarterly Dividend Payment Date
            or, with respect to the first Quarterly
            Dividend Payment Date, since the first
            issuance of any share or fraction of a share
            of Junior Preferred Stock.  In the event the
            Company shall at any time declare or pay any
            dividend on the Common Stock payable in
            shares of Common Stock, or effect a
            subdivision or combination or consolidation
            of the outstanding shares of Common Stock
            (by reclassification or otherwise than by
            payment of a dividend in shares of Common
            Stock) into a greater or lesser number of
            shares of Common Stock, then in each such
            case the amount to which holders of shares
            of Junior Preferred Stock were entitled
            immediately prior to such event under clause
            (b) of the preceding sentence shall be
            adjusted by multiplying such amount by a
            fraction, the numerator of which is the
            number of shares of Common Stock outstanding
            immediately after such event and the
            denominator of which is the number of shares
            of Common Stock that were outstanding
            immediately prior to such event.

            (B)  The Company shall declare a dividend or
            distribution on the Junior Preferred Stock
            as provided in paragraph (A) of this Section
            immediately after it declares a dividend or
            distribution on the Common Stock (other than
            a dividend payable in shares of Common
            Stock); provided, that in the event no
            dividend or distribution shall have been
            declared on the Common Stock during the
            period between any Quarterly Dividend
            Payment Date and the next subsequent
            Quarterly Dividend Payment Date, a dividend
            of $1.00 per share on the Junior Preferred
            Stock shall nevertheless be payable on such
            subsequent Quarterly Dividend Payment Date.

            (C)  Dividends shall begin to accrue and be
            cumulative on outstanding shares of Junior
            Preferred Stock from the Quarterly Dividend
            Payment Date next preceding the date of
            issue of such shares, unless the date of
            issue of such shares is prior to the record
            date for the first Quarterly Dividend
            Payment Date, in which case dividends on
            such shares shall begin to accrue from the
            date of issue of such shares, or unless the
            date of issue is a Quarterly Dividend
            Payment Date or is a date after the record
            date for the determination of holders of
            shares of Junior Preferred Stock entitled to
            receive a quarterly dividend and before such
            Quarterly Dividend Payment Date, in either
            of which events such dividends shall begin
            to accrue and be cumulative from such
            Quarterly Dividend Payment Date.  Accrued
            but unpaid dividends shall not bear

<PAGE>

            interest.  Dividends paid on the shares of
            Junior Preferred Stock in an amount less
            than the total amount of such dividends at
            the time accrued and payable on such shares
            shall be allocated pro rata on a
            share-by-share basis among all such shares
            at the time outstanding.  The Board of
            Directors may fix a record date for the
            determination of holders of shares of Junior
            Preferred Stock entitled to receive payment
            of a dividend or distribution declared
            thereon, which record date shall be not more
            than 60 days prior to the date fixed for the
            payment thereof.

            SECTION 3. VOTING RIGHTS.  The holders of shares of Junior
            Preferred Stock shall have the following
            voting rights:

            (A)  Subject to the provision for adjustment
            hereinafter set forth, each share of Junior
            Preferred Stock shall entitle the holder
            thereof to 100 votes on all matters
            submitted to a vote of the stockholders of
            the Company.  In the event the Company shall
            at any time declare or pay any dividend on
            the Common Stock payable in shares of Common
            Stock, or effect a subdivision or
            combination or consolidation of the
            outstanding shares of Common Stock (by
            reclassification or otherwise than by
            payment of a dividend in shares of Common
            Stock) into a greater or lesser number of
            shares of Common Stock, then in each such
            case the number of votes per share to which
            holders of shares of Junior Preferred Stock
            were entitled immediately prior to such
            event shall be adjusted by multiplying such
            number by a fraction, the numerator of which
            is the number of shares of Common Stock
            outstanding immediately after such event and
            the denominator of which is the number of
            shares of Common Stock that were outstanding
            immediately prior to such event.

            (B)  Except as otherwise provided herein, in
            any other Certificate of Designation
            creating a series of Preferred Stock or any
            similar stock, or by law, the holders of
            shares of Junior Preferred Stock and the
            holders of shares of Common Stock and any
            other capital stock of the Company having
            general voting rights shall vote together as
            one class on all matters submitted to a vote
            of stockholders of the Company.

            (C)  Except as set forth herein, or as
            otherwise provided by law, holders of Junior
            Preferred Stock shall have no special voting
            rights and their consent shall not be
            required (except to the extent they are
            entitled to vote with holders of Common
            Stock as set forth herein) for taking any
            corporate action.

            SECTION 4. CERTAIN RESTRICTIONS.

            (A)  Whenever quarterly dividends or other
            dividends or distributions payable on the
            Junior Preferred Stock as provided in
            Section 2 are in arrears, thereafter and
            until all accrued and unpaid dividends and
            distributions, whether or not declared, on
            shares of Junior Preferred Stock outstanding
            shall have been paid in full, the Company
            shall not:

            (I)  declare or pay dividends, or make any
            other distributions, on any shares of stock
            ranking junior (either as to dividends or
            upon liquidation, dissolution or winding up)
            to the Junior Preferred Stock;

            (II) declare or pay dividends, or make any
            other distributions, on any shares of stock
            ranking on a parity (either as to dividends
            or upon liquidation, dissolution or winding
            up) with the Junior Preferred Stock, except
            dividends paid ratably on the Junior

<PAGE>

            Preferred Stock and all such parity stock on
            which dividends are payable or in arrears in
            proportion to the total amounts to which the
            holders of all such shares are then entitled;

            (III) redeem or purchase or otherwise
            acquire for consideration shares of any
            stock ranking junior (either as to dividends
            or upon liquidation, dissolution or winding
            up) to the Junior Preferred Stock, provided
            that the Company may at any time redeem,
            purchase or otherwise acquire shares of any
            such junior stock in exchange for shares of
            any stock of the Company ranking junior
            (either as to dividends or upon dissolution,
            liquidation or winding up) to the Junior
            Preferred Stock; or

            (IV) redeem or purchase or otherwise acquire
            for consideration any shares of Junior
            Preferred Stock, or any shares of stock
            ranking on a parity (either as to dividends
            or upon liquidation, dissolution or winding
            up) with the Junior Preferred Stock, except
            in accordance with a purchase offer made in
            writing or by publication (as determined by
            the Board of Directors) to all holders of
            such shares upon such terms as the Board of
            Directors, after consideration of the
            respective annual dividend rates and other
            relative rights and preferences of the
            respective series and classes, shall
            determine in good faith will result in fair
            and equitable treatment among the respective
            series or classes.

            (B)  The Company shall not permit any
            subsidiary of the Company to purchase or
            otherwise acquire for consideration any
            shares of stock of the Company unless the
            Company could, under paragraph (A) of this
            Section 4, purchase or otherwise acquire
            such shares at such time and in such manner.

            SECTION 5. REACQUIRED SHARES.  Any shares of Junior Preferred
            Stock purchased or otherwise acquired by the
            Company in any manner whatsoever shall be
            retired and cancelled promptly after the
            acquisition thereof.  All such shares shall
            upon their cancellation become authorized
            but unissued shares of Preferred Stock and
            may be reissued as part of a new series of
            Preferred Stock subject to the conditions
            and restrictions on issuance set forth
            herein, in the Amended and Restated
            Certificate of Incorporation, or in any
            other Certificate of Designation creating a
            series of Preferred Stock or any similar
            stock or as otherwise required by law.

            SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP.
            Upon any liquidation, dissolution or winding
            up of the Company, no distribution shall be
            made (1) to the holders of shares of stock
            ranking junior (either as to dividends or
            upon liquidation, dissolution or winding up)
            to the Junior Preferred Stock unless, prior
            thereto, the holders of shares of Junior
            Preferred Stock shall have received $100 per
            share, plus an amount equal to accrued and
            unpaid dividends and distributions thereon,
            whether or not declared, to the date of such
            payment, provided that the holders of shares
            of Junior Preferred Stock shall be entitled
            to receive an aggregate amount per share,
            subject to the provision for adjustment
            hereinafter set forth, equal to 100 times
            the aggregate amount to be distributed per
            share to holders of shares of Common Stock,
            or (2) to the holders of shares of stock
            ranking on a parity (either as to dividends
            or upon liquidation, dissolution or winding
            up) with the Junior Preferred Stock, except
            distributions made ratably on the Junior
            Preferred Stock and all such parity stock in
            proportion to the total amounts to which the
            holders of all such shares are entitled upon
            such liquidation, dissolution or winding up.
            In the event the Company shall at any time
            declare or pay any dividend on the Common
            Stock payable in shares of Common Stock, or
            effect a subdivision or combination or
            consolidation of
<PAGE>

            the outstanding shares of
            Common Stock (by reclassification or
            otherwise than by payment of a dividend in
            shares of Common Stock) into a greater or
            lesser number of shares of Common Stock,
            then in each such case the aggregate amount
            to which holders of shares of Junior
            Preferred Stock were entitled immediately
            prior to such event under the proviso in
            clause (1) of the preceding sentence shall
            be adjusted by multiplying such amount by a
            fraction the numerator of which is the
            number of shares of Common Stock outstanding
            immediately after such event and the
            denominator of which is the number of shares
            of Common Stock that were outstanding
            immediately prior to such event.

            SECTION 7. CONSOLIDATION, MERGER, ETC.  In case the
            Company shall enter into any consolidation,
            merger, combination or other transaction in
            which the shares of Common Stock are
            exchanged for or changed into other stock or
            securities, cash and/or any other property,
            then in any such case each share of Junior
            Preferred Stock shall at the same time be
            similarly exchanged or changed into an
            amount per share, subject to the provision
            for adjustment hereinafter set forth, equal
            to 100 times the aggregate amount of stock,
            securities, cash and/or any other property
            (payable in kind), as the case may be, into
            which or for which each share of Common
            Stock is changed or exchanged.  In the event
            the Company shall at any time declare or pay
            any dividend on the Common Stock payable in
            shares of Common Stock, or effect a
            subdivision or combination or consolidation
            of the outstanding shares of Common Stock
            (by reclassification or otherwise than by
            payment of a dividend in shares of Common
            Stock) into a greater or lesser number of
            shares of Common Stock, then in each such
            case the amount set forth in the preceding
            sentence with respect to the exchange or
            change of shares of Junior Preferred Stock
            shall be adjusted by multiplying such amount
            by a fraction, the numerator of which is the
            number of shares of Common Stock outstanding
            immediately after such event and the
            denominator of which is the number of shares
            of Common Stock that were outstanding
            immediately prior to such event.

            SECTION 8. NO REDEMPTION.  The shares of Junior Preferred
            Stock shall not be redeemable.

            SECTION 9. RANK. The
            Junior Preferred Stock shall rank, with
            respect to the payment of dividends and the
            distribution of assets, junior to all series
            of any other class of the Company's
            Preferred Stock.

            SECTION 10. AMENDMENT.
            The Amended and Restated Certificate of
            Incorporation of the Company shall not be
            amended in any manner which would materially
            alter or change the powers, preferences or
            special rights of the Junior Preferred Stock
            so as to affect them adversely without the
            affirmative vote of the holders of at least
            two-thirds of the outstanding shares of
            Junior Preferred Stock, voting together as a
            single class.
<PAGE>

            IN WITNESS WHEREOF, the undersigned have
            executed this certificate as of February 2,
            1999.

                                           /s/ Louis G. Lange
                                           -------------------------------------
                                           Louis G. Lange, Chairman of the Board
                                           And Chief Executive Officer

                                           /s/ Alan C. Mendelson
                                           -------------------------------------
Alan C. Mendelson, Secretary