EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                      RESTATED CERTIFICATE OF INCORPORATION


     TeleVideo, Inc., a corporation organized and existing under and by virtue
of the General Corporation Law of the State of Delaware:

     DOES HEREBY CERTIFY:

     FIRST: That by unanimous written consent of the Board of Directors,
resolutions were duly adopted setting forth a proposed amendment of the
Restated Certificate of Incorporation of said corporation, declaring said
amendment to be advisable and declaring that the matter should be brought
before the stockholders for consideration at its next annual meeting of the
stockholders or otherwise brought before the stockholders for consideration.
The resolution setting forth the proposed amendment is as follows:

     RESOLVED, that the Restated Certificate of Incorporation of this
corporation be amended by changing the first paragraph of the Article thereof
numbered "4" so that, as amended, said first paragraph of such Article shall
be and read as follows:

     "The total number of shares of stock of all classes which the
Corporation has authority to issue is 78,000,000 shares, consisting of
75,000,000 shares of Common Stock with a par value of $0.01 per share, and
3,000,000 shares of Preferred Stock with a par value of $0.01 per share. Upon
the amendment of this article to read as herein set forth, each four shares
of Common Stock outstanding shall be combined and converted into one share of
Common Stock. In lieu of fractional shares, the Company shall pay in cash the
fair market value of any fractional shares based on the last sale price on
the last trading day preceding the date of this amendment."

     SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the corporation's Annual Meeting of Stockholders was duly called
and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by K. Philip Hwang, its authorized officer, this 21st day of April,
1998, and such amendment is effective on the date of filing in the Office of
the Delaware Secretary of State.

                                         /s/ K Philip Hwang
                                         -------------------------------------
                                         K. Philip Hwang
                                         PRESIDENT AND CHIEF EXECUTIVE OFFICER

Attest:



/s/ Kathy K. Cleveland
-------------------------------------
Kathy K. Cleveland
SECRETARY




                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


     TeleVideo Systems, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware:

     DOES HEREBY CERTIFY:

     FIRST: That at a meeting of the Board of Directors on March 24, 1997,
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to
be advisable and declaring that the matter should be brought before the
stockholders for consideration at its next annual meeting of the
stockholders. The resolution setting forth the proposed amendment is as
follows:

        RESOLVED, that the Certificate of Incorporation of this corporation
be amended by changing the Article thereof numbered "1" so that, as amended,
said Article shall be and read as follows:

        "The name of the Corporation is TeleVideo, Inc."

     SECOND: That thereafter, pursuant to resolution of its Board of
Directors, that the corporation's Annual Meeting of Stockholders was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary
number of shares as required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, said corporation has caused this certificate to be
signed by K. Philip Hwang, its authorized officer, this 4th day of April,
1997.

                                         /s/ K. Philip Hwang
                                         -------------------------------------
                                         K. Philip Hwang
                                         Chairman & CEO

Attest:


/s/ Kathy Cleveland
------------------------------------
Kathy Cleveland
Assistant Secretary