**Exhibit 3.1.1**

***Delaware***

***The First State***

*I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THESTATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OFTHE CERTIFICATE OF AMENDMENT OF “FIRST CONSULTING GROUP, INC. “, FILED IN THISOFFICE ON THE TWELFTH DAY OF JUNE, A.D. 2007, AT 1:08 O’CLOCK P.M.*

*A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDEDTO THE KENT COUNTY RECORDER OF DEEDS.*
|                       | * * | **[SEAL]** | /s/ Harriet  Smith Windsor                 |
|-----------------------|----------|------------|--------------------------------------------|
|                  |     |       | Harriet Smith  Windsor, Secretary of State |
| *2825672   8100* | * * | * *   | *AUTHENTICATION:*                          | *5752270* |
| * *              | * * | * *   | * *                                   | * * |
| *070698701*           | * * | * *   | *DATE:*                                    | *06-12-07* |

 

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|          | *State  of Delaware*            |
|----------|---------------------------------|
| * * | *Secretary of State*            |
| * * | *Division  of Corporations*     |
| * * | *Delivered 01:08 PM 06/12/2007* |
| * * | *FILED  01:08 PM 06/12/2007*    |
| * * | *SRV 070698701 - 2825672 FILE*  |

**CERTIFICATEOF AMENDMENTOF CERTIFICATE OF INCORPORATIONOF FIRST CONSULTING GROUP, INC.**

First Consulting Group, Inc., a corporation dulyorganized and existing under the General Corporation Law of the State ofDelaware (the “Corporation”), does hereby certify that:

1.                          The Certificate of Incorporation of theCorporation is hereby amended as follows:

(a)                      Sub-section (A)3 of Article V of theCertificate of Incorporation is hereby deleted in its entirety and shall bereplaced with the following:

3.                           Subject to the rights of the holders of anySeries of Preferred Stock to elect additional directors under specifiedcircumstances, at each annual meeting of stockholders of the Corporationcommencing at the annual meeting of stockholders held in 2008, all directorsshall be elected for a one (1) year term expiring at the next succeeding annualmeeting of stockholders, by such stockholders having the right to vote on suchelection. The term of each director serving as of and immediately following thedate of the 2007 annual meeting of stockholders shall expire at the next annualmeeting of stockholders after such date, notwithstanding that such director mayhave been elected for a term that extended beyond the date of such annualmeeting of stockholders. Each director shall serve until the director’s termexpires in accordance with the foregoing provisions or until the director’sprior death, resignation, disqualification or removal from office; providedthat each director shall serve notwithstanding the expiration of the director’sterm until the director’s successor shall be duly elected and qualified. Nodecrease in the number of directors constituting the Board of Directors shallshorten the term of any incumbent director.

(b)                     Sub-section (A)4 of Article V of theCertificate of Incorporation shall be deleted in its entirety, and currentsub-section (A)5 of Article V of the Certificate of Incorporation shall berenumbered accordingly.

2.                          The foregoing amendment was duly adopted inaccordance with the provisions of Section 242 of the General Corporation Law ofthe State of Delaware.

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INWITNESS WHEREOF, the Corporation has caused this Certificate to be executed byits duly authorized officer this 7th day of June,****2007.
|        | **FIRST CONSULTING GROUP, INC.**                                                                        |
|--------|---------------------------------------------------------------------------------------------------------|
|   |
|   | By:                                                                                                     | /s/ Michael A. Zuercher |   |
|   | Michael A. Zuercher  Senior Vice President, Corporate Affairs,  General Counsel and Corporate Secretary |

 

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