RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                              FRITZ COMPANIES, INC.


         FRITZ COMPANIES,  INC., a corporation  organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

         (1)  That  the  Board  of  Directors  of  such  corporation  adopted  a
resolution  proposing and declaring  advisable the following  restatement to the
Certificate of Incorporation of such corporation.

         (2) The text of the Restated Certificate of Incorporation as adopted by
the Board of Directors is set forth in its entirety as follows:

                  FIRST: The name of this corporation is: FRITZ COMPANIES, INC.

                  SECOND:   The  address  of  the   registered   office  of  the
                  corporation  in the State of Delaware is 1013 Centre Road,  in
                  the City of Wilmington,  County of New Castle, and the name of
                  its registered  agent at that address is  Corporation  Service
                  Company.

                  THIRD:  The  purpose  of the  corporation  is to engage in any
                  lawful act or activity for which  corporation may be organized
                  under  the  General  Corporation  Law  of  Delaware.   Without
                  limiting the generality of the foregoing,  the  corporation is
                  specifically empowered to transact customs brokerage business,
                  engage in common  carriage,  operate as a contract carrier and
                  operate as a freight forwarder.

                  FOURTH: (a) The corporation is authorized to issue two classes
                  of shares to be designated,  respectively,  `Preferred  Stock'
                  and `Common  Stock.' The number of shares of  Preferred  Stock
                  authorized  to be issued is One  Million  (1,000,000)  and the
                  number of shares of Common  Stock  authorized  to be issued is
                  Sixty Million (60,000,000). The stock, whether Preferred Stock
                  or Common Stock, shall have a par value of $0.01 per share.

                               (b) The shares of  Preferred  Stock may be issued
                               from time to time in one or more series.The Board
                               of   Directors   is authorized,   by   filing   a
                               certificate pursuant to the applicable law of the
                               State of Delaware, to establish from time to time
                               the number of shares to be  included in each such
                               series,  and  to  fix  the  designation,  powers,
                               preferences  and  rights  of the  shares  of each
                               series  and the  qualifications,  limitations  or
                               restrictions  thereof,  including but not limited
                               to the  fixing  or  alteration  of  the  dividend
                               right,  dividend rate,  conversion rights, voting
                               rights,  rights,  rights and terms of  redemption
                               (including    sinking   fund   provision),    the
                               redemption  price or prices,  and the liquidation
                               preferences  of any  wholly  unissued  series  of
                               shares of  Preferred  Stock:  and to  increase or
                               decrease  the  number  of  shares  of any  series
                               subsequent to the issue 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 so  decreased,  the
                               shares  constituting  such decrease  shall resume
                               the status  which they had prior to the  adoption
                               of the resolution originally fixing the number of
                               shares of such series.

                  FIFTH:  (a) The number of directors which shall  constitute
                           the whole Board of Directors of this corporation
                           shall be as specified in the bylaws of this
                           corporation.

                           (b) To the fullest  extent  permitted  by the General
                           Corporation  Law  of the  State  of  Delaware,  as it
                           exists on the date hereof or as it may  hereafter  be
                           amended,  a director of the corporation  shall not be
                           personally   liable   to  the   corporation   or  its
                           stockholders  for  monetary  damages  for  breach  of
                           fiduciary   duty  as  a   director.   Any  repeal  or
                           modification of this paragraph by the stockholders of
                           the corporation  shall be prospective only, and shall
                           not adversely  affect any  limitation on the personal
                           liability  of a  director  of  the  corporation  with
                           respect to any act or omission occurring prior to the
                           time of such repeal or modification.

                  SIXTH:  Meetings of stockholders may be held within or without
                  the State of Delaware as the bylaws may provide.  The books of
                  the  corporation  may  be  kept,   subject  to  any  provision
                  contained  in the  statutes,  outside the State of Delaware at
                  such place or places as may be designated from time to time by
                  the Board of  Directors  or in the bylaws of the  corporation.
                  Elections of Directors  need not be by written ballot unless a
                  bylaw of the corporation shall so provide.

                  SEVENTH:  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,  and all rights conferred on stockholders  herein are
                  granted subject to this reservation. In furtherance and not in
                  limitation  of the powers  conferred by statute,  the Board of
                  Directors  is expressly  authorized  to make,  repeal,  alter,
                  amend and  rescind  from time to time any or all of the bylaws
                  of the corporation:  including bylaw amendments  increasing or
                  reducing the authorized number of directors.

         (3) That the Company's board of directors  consented to such
         restatement of the Certificate of Incorporation.

         (4) That said restatement of the Certificate of Incorporation  was duly
         adopted in  accordance  with the  provisions of Sections 242 and 245 of
         the General Corporation Law of the State of Delaware.

         IN WITHNESS WHEREOF, Fritz Companies, Inc. has caused
         this  certificate  to be signed by Lynn C. Fritz,  its Chief  Executive
         Officer,  and attested by its Secretary,  Jan H. Raymond,  on this 10th
         day of January 2000.



         By_________________________
                /s/Lynn C. Fritz
            Chief Executive Officer


         ATTEST:


         By____________________________
                  /s/Jan H. Raymond
                    Secretary



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