##### 



EXHIBIT 3.1

CERTIFICATE OF AMENDMENT OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
EXE TECHNOLOGIES, INC.

EXE Technologies, Inc., a corporation organized and existing under the laws of
the State of Delaware (the Corporation), hereby certifies as follows:

FIRST: The name of the Corporation is EXE Technologies, Inc.

SECOND: This Certificate of Amendment has been duly adopted pursuant to and in
accordance with the provisions of Section 242 of the Delaware General
Corporation Law.

THIRD: Article 4 of the Second Amended and Restated Certificate of
Incorporation of the Corporation is hereby amended by adding at the end thereof
the following:



| |  | Upon this Certificate of Amendment to our Second Amended
and Restated Certificate of Incorporation becoming
effective pursuant to the General Corporation Law of the
State of Delaware (the Effective Time), each seven (7)
shares of common stock, par value $0.01 per share (the Old
Common Stock), issued and outstanding immediately prior to
the Effective Time, will be automatically reclassified as
and subdivided into one share of our common stock, par
value $0.01 per share (the New Common Stock). Any stock
certificate that, immediately prior to the Effective Time,
represented shares of the Old Common Stock will, from and
after the Effective Time, automatically and without the
necessity of surrendering the same for exchange, represent
the number of whole shares of the New Common Stock as
equals the quotient obtained by dividing the number of
shares of Old Common Stock represented by such certificate
immediately prior to the Effective Time by seven (7), and
the right to receive cash in lieu of a fraction of a share
of New Common Stock. From and after the Effective Time,
the term New Common Stock as used in this Article 4 shall
mean Common Stock as provided in this Second Amended and
Restated Certificate of Incorporation.
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | Notwithstanding stockholder approval of the foregoing
amendment, and without further action by the stockholders,
the Board of Directors is authorized to abandon or to delay
the filing of the amendment and the reverse stock split, if
at any time prior to the filing of the amendment it
determines, in its sole discretion, that the reverse stock
split would not be in the best interests of the Corporation
and its stockholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

FOURTH: This Certificate of Amendment of the Second Amended and Restated
Certificate of Incorporation shall be effective as of January 2, 2003, at 12:01
a.m. (Eastern Standard Time) in accordance with the provisions of Section
103(d) of the Delaware General Corporation Law.





---



##### 



IN WITNESS WHEREOF, this Certificate of Amendment of the Second Amended and
Restated Certificate of Incorporation of the Corporation has been signed by
Kenneth R. Vines, its authorized officer, on this 30th day of December, 2002.



|                       |  |                        
|---------------------- |  | -----------------------
|EXE TECHNOLOGIES, INC.
|                      
|By:                    |  | /s/ KENNETH R. VINES   
|Name:                  |  | Kenneth R. Vines       
|Title:                 |  | Chief Financial Officer