**EXHIBIT 3.1****AMENDED AND RESTATED CERTIFICATE OF INCORPORATION****OMNITURE, INC.**     Omniture, Inc., a corporation organized and existing under the laws of the State of Delaware,hereby certifies as follows:     A. The corporation was originally incorporated under the name of MyComputer.com, Inc., and theoriginal Certificate of Incorporation of the corporation was filed with the Secretary of State ofthe State of Delaware on August 13, 1999.     B. Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware(the “***DGCL***”), this Amended and Restated Certificate of Incorporation restates and amends theprovisions of the Restated Certificate of Incorporation of the corporation.     C. This Amended and Restated Certificate of Incorporation has been duly approved by the Boardof Directors of the corporation in accordance with Sections 242 and 245 of the DGCL.     D. This Amended and Restated Certificate of Incorporation has been duly approved by thewritten consent of the stockholders of the corporation in accordance with Sections 228, 242 and 245of the DGCL.     E. The Restated Certificate of Incorporation of the corporation is hereby amended and restatedin its entirety to read as follows:**ARTICLE I**     The name of the corporation is Omniture, Inc.**ARTICLE II**     The address of the corporation’s registered office in the State of Delaware is 1209 OrangeStreet, City of Wilmington, County of Castle, Delaware 19801. The name of its registered agent atsuch address is The Corporation Trust Company.**ARTICLE III**     The purpose of the corporation is to engage in any lawful act or activity for whichcorporations may be organized under the DGCL.**ARTICLE IV**     The corporation shall have authority to issue shares as follows:
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     250,000,000 shares of Common Stock, par value $0.001 per share. Each share of Common Stockshall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting ofstockholders.     10,000,000 shares of Preferred Stock, par value $0.001 per share, which may be issued fromtime to time in one or more series pursuant to a resolution or resolutions providing for such issueduly adopted by the Board of Directors (authority to do so being hereby expressly vested in theBoard of Directors). The Board of Directors is further authorized, subject to limitationsprescribed by law, to fix by resolution or resolutions the designations, powers, preferences andrights, and the qualifications, limitations or restrictions thereof, of any wholly unissued seriesof Preferred Stock, including without limitation authority to fix by resolution or resolutions thedividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption(including sinking fund provisions), redemption price or prices, and liquidation preferences of anysuch series, and the number of shares constituting any such series and the designation thereof, orany of the foregoing.     The Board of Directors is further authorized to increase (but not above the total number ofauthorized shares of the class) or decrease (but not below the number of shares of any such seriesthen outstanding) the number of shares of any series, the number of which was fixed by it,subsequent to the issuance of shares of such series then outstanding, subject to the powers,preferences and rights, and the qualifications, limitations and restrictions thereof stated in theCertificate of Incorporation or the resolution of the Board of Directors originally fixing thenumber of shares of such series. If the number of shares of any series is so decreased, then theshares constituting such decrease shall resume the status which they had prior to the adoption ofthe resolution originally fixing the number of shares of such series.**ARTICLE V**     The number of directors that constitutes the entire Board of Directors of the corporationshall be determined in the manner set forth in the Bylaws of the corporation. At each annualmeeting of stockholders, directors of the corporation shall be elected to hold office until theexpiration of the term for which they are elected and until their successors have been duly electedand qualified; except that if any such election shall not be so held, such election shall takeplace at a stockholders’ meeting called and held in accordance with the DGCL.     The directors of the corporation shall be divided into three classes as nearly equal in sizeas is practicable, hereby designated Class I, Class II and Class III. The term of office of theinitial Class I directors shall expire at the first regularly-scheduled annual meeting of thestockholders following the effective date of this Amended and Restated Certificate of Incorporation(the “***Effective Date***”), the term of office of the initial Class II directors shall expire at thesecond annual meeting of the stockholders following the Effective Date and the term of office ofthe initial Class III directors shall expire at the third annual meeting of the stockholdersfollowing the Effective Date. At each annual meeting of stockholders, commencing with the firstregularly-scheduled annual meeting of stockholders following the Effective Date, each of thesuccessors elected to replace the directors of a Class whoseterm shall have expired at such annual meeting shall be elected to hold office until the thirdannual meeting next succeeding his or her election and until his or her respective successor shallhave been duly elected and qualified.
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     Notwithstanding the foregoing provisions of this Article, each director shall serve until hisor her successor is duly elected and qualified or until his or her death, resignation, or removal.If the number of directors is hereafter changed, any newly created directorships or decrease indirectorships shall be so apportioned among the classes as to make all classes as nearly equal innumber as is practicable, provided that no decrease in the number of directors constituting theBoard of Directors shall shorten the term of any incumbent director.     Any director may be removed from office by the stockholders of the corporation only for cause.Vacancies occurring on the Board of Directors for any reason and newly created directorshipsresulting from an increase in the authorized number of directors may be filled only by vote of amajority of the remaining members of the Board of Directors, although less than a quorum, at anymeeting of the Board of Directors. A person so elected by the Board of Directors to fill a vacancyor newly created directorship shall hold office until the next election of the Class for which suchdirector shall have been chosen and until his or her successor shall have been duly elected andqualified.**ARTICLE VI**     In furtherance and not in limitation of the powers conferred by statute, the Board ofDirectors of the corporation is expressly authorized to adopt, amend or repeal the Bylaws of thecorporation.**ARTICLE VII**     The election of directors need not be by written ballot unless the Bylaws of the corporationshall so provide.**ARTICLE VIII**     No action shall be taken by the stockholders of the corporation except at an annual or specialmeeting of the stockholders called in accordance with the Bylaws, and no action shall be taken bythe stockholders by written consent.**ARTICLE IX**     To the fullest extent permitted by the DGCL, as it presently exists or may hereafter beamended, a director of the corporation shall not be personally liable to the corporation or itsstockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL isamended to authorize corporate action further eliminating orlimiting the personal liability of directors, then the liability of a director of thecorporation shall be eliminated to the fullest extent permitted by the DGCL, as so amended.
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     The corporation shall indemnify and hold harmless, to the fullest extent permitted by theDGCL, as it presently exists or may hereafter be amended, any director or officer of thecorporation who was or is made or is threatened to be made a party or is otherwise involved in anyaction, suit or proceeding, whether civil, criminal, administrative or investigative (a“***Proceeding***”) by reason of the fact that he or she, or a person for whom he or she is the legalrepresentative, is or was a director, officer, employee or agent of the corporation or is or wasserving at the request of the corporation as a director, officer, employee or agent of anothercorporation or of a partnership, joint venture, trust, enterprise or non-profit entity, includingservice with respect to employee benefit plans, against all liability and loss suffered andexpenses reasonably incurred by such person in connection with any such Proceeding. The corporationshall be required to indemnify a person in connection with a Proceeding initiated by such persononly if the Proceeding was authorized by the Board.     The corporation shall have the power to indemnify and hold harmless, to the extent permittedby applicable law, as it presently exists or may hereafter be amended, any employee or agent of thecorporation who was or is made or is threatened to be made a party or is otherwise involved in anyProceeding by reason of the fact that he or she, or a person for whom he or she is the legalrepresentative, is or was an employee or agent of the corporation or is or was serving at therequest of the corporation as a director, officer, employee or agent of another corporation or of apartnership, joint venture, trust, enterprise or non-profit entity, including service with respectto employee benefit plans, against all liability and loss suffered and expenses reasonably incurredby such person in connection with any such Proceeding.     Neither any amendment nor repeal of this Article IX, nor the adoption of any provision of thiscorporation’s Certificate of Incorporation inconsistent with this Article IX, shall eliminate orreduce the effect of this Article IX in respect of any matter occurring, or any cause of action,suit or claim accruing or arising or that, but for this Article IX, would accrue or arise, prior tosuch amendment, repeal or adoption of an inconsistent provision.**ARTICLE X**     Except as provided in Article IX above, the corporation reserves the right to amend, alter,change or repeal any provision contained in this Certificate of Incorporation, in the manner now orhereafter prescribed by statute, and all rights conferred upon stockholders herein are grantedsubject to this reservation.
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     IN WITNESS WHEREOF, Omniture, Inc. has caused this Amended and Restated Certificate ofIncorporation to be signed by the Chief Executive Officer of the corporation on this 3rd day ofJuly, 2006.         By:  /s/ Joshua G. James    Joshua G. James    Chief Executive Officer   
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