SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
 
                               SILICON IMAGE, INC.
 
  (Originally incorporated on June 11, 1999 under the name Silicon Image, Inc.
                                   (Delaware))
 
         Silicon Image, Inc., a Delaware corporation, hereby certifies that the
Second Amended and Restated Certificate of Incorporation of the corporation
attached hereto as EXHIBIT "A", which is incorporated herein by this reference,
has been duly adopted by the corporation's Board of Directors and stockholders
in accordance with Sections 242 and 245 of the Delaware General Corporation Law,
with the approval of the corporation's stockholders having been given by written
consent without a meeting in accordance with Section 228 of the Delaware General
Corporation Law.
 
         IN WITNESS WHEREOF, said corporation has caused this Second Amended and
Restated Certificate of Incorporation to be signed by its by duly authorized
officer.
 
Dated: _______________, 1999
 
                                           SILICON IMAGE, INC.
 
                                           ___________________________________
                                           David D. Lee, President
 
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                                                                     EXHIBIT "A"
 
                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
 
                               SILICON IMAGE, INC.
 
                                    ARTICLE I
 
         The name of the corporation is Silicon Image, Inc.
 
                                   ARTICLE II
 
         The address of the registered office of the corporation in the State of
Delaware is 15 East North Street, City of Dover, County of Kent. The name of its
registered agent at that address is Incorporating Services, Ltd.
 
                                   ARTICLE III
 
         The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
 
                                   ARTICLE IV
 
         The total number of shares of all classes of stock which the
corporation has authority to issue is 80,000,000 shares, consisting of two
classes: 75,000,000 shares of Common Stock, $0.001 par value per share, and
5,000,000 shares of Preferred Stock, $0.001 par value per share.
 
         The Board of Directors is authorized, subject to any limitations
prescribed by the law of the State of Delaware, to provide for the issuance of
the shares of Preferred Stock in one or more series, and, by filing a
Certificate of Designation 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, to fix the designation, powers, preferences and rights of the
shares of each such series and any qualifications, limitations or restrictions
thereof, and to increase or decrease the number of shares of any such series
(but not below the number of shares of such series then outstanding). The number
of authorized shares of Preferred Stock may also be increased or decreased (but
not below the number of shares thereof then outstanding) by the affirmative vote
of the holders of a majority of the stock of the corporation entitled to vote,
unless a vote of any other holders is required pursuant to a Certificate or
Certificates establishing a series of Preferred Stock.
 
         Except as otherwise expressly provided in any Certificate of
Designation designating any series of Preferred Stock pursuant to the foregoing
provisions of this Article IV, any new series of Preferred Stock may be
designated, fixed and determined as provided herein by the Board of Directors
without approval of the holders of Common Stock or the holders of Preferred
Stock, or any series thereof, and any such new series may have powers,
preferences and rights, including, without limitation, voting rights, dividend
rights, liquidation rights, redemption rights and conversion rights, senior to,
junior to or pari passu with the rights of the Common Stock, the Preferred
Stock, or any future class or series of Preferred Stock or Common Stock.
 
 
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                                    ARTICLE V
 
         The Board of Directors of the corporation shall have the power to
adopt, amend or repeal the Bylaws of the corporation.
 
                                   ARTICLE VI
 
         For the management of the business and for the conduct of the affairs
of the corporation, and in further definition, limitation and regulation of the
powers of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:
 
         (A) The conduct of the affairs of the corporation shall be managed
under the direction of the Board of Directors. The number of directors shall be
fixed from time to time exclusively by resolution of the Board of Directors.
 
         (B) Notwithstanding the foregoing provision of this Article VI, each
director shall hold office until such director's successor is elected and
qualified, or until such director's earlier death, resignation or removal. No
decrease in the authorized number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
 
         (C) Subject to the rights of the holders of any series of Preferred
Stock, any vacancy occurring in the Board of Directors for any cause, and any
newly created directorship resulting from any increase in the authorized number
of directors, shall, unless (i) the Board of Directors determines by resolution
that any such vacancies or newly created directorships shall be filled by the
stockholders, or (ii) as otherwise provided by law, be filled only by the
affirmative vote of a majority of the directors then in office, although less
than a quorum, or by a sole remaining director, and not by the stockholders. Any
director elected in accordance with the preceding sentence shall hold office for
the remainder of the full term of the director for which the vacancy was created
or occurred.
 
         (D) Subject to the rights of the holders of any series of Preferred
Stock, any director or the entire Board of Directors may be removed by the
holders of at least sixty-six and two-thirds percent (66-2/3%) of the shares
then entitled to vote at an election of directors.
 
         (E) Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, the directors
shall be divided, with respect to the time for which they severally hold office,
into three classes designated as Class I, Class II and Class III, respectively.
Directors shall be assigned to each class in accordance with a resolution or
resolutions adopted by the Board of Directors, with the number of directors in
each class to be divided as equally as reasonably possible. The term of office
of the Class I directors shall expire at the corporation's first annual meeting
of stockholders following the closing of the corporation's initial public
offering pursuant to an effective registration statement under the Securities
Act of 1933, as amended, covering the offer and sale of Common Stock to the
public (the "INITIAL PUBLIC OFFERING"), the term of office of the Class II
directors shall expire at the corporation's second annual meeting of
stockholders following the closing of the Initial Public Offering, and the term
of office of the Class III directors shall expire at the corporation's third
annual meeting of stockholders following the closing of the Initial Public
Offering. At each annual meeting of
 
 
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<PAGE>
 
stockholders commencing with the first annual meeting of stockholders
following the closing of the Initial Public Offering, directors elected to
succeed those directors of the class whose terms then expire shall be elected
for a term of office to expire at the third succeeding annual meeting of
stockholders after their election. Prior to the closing of the Initial Public
Offering, or in the event the corporation is prohibited from dividing its
board of directors through the operation of Section 2115 of the California
General Corporation Law following the record date of the corporation's first
annual meeting of stockholders following the closing of the Initial Public
Offering, each director shall hold office until the next annual meeting of
stockholders and until such director's successor is elected and qualified, or
until such director's earlier death, resignation or removal.
 
         (F) Election of directors need not be by written ballot unless the
Bylaws of the corporation shall so provide.
 
         (G) No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws of the corporation, and no action shall be taken by the stockholders
by written consent.
 
         (H) Advance notice of stockholder nominations for the election of
directors of the corporation and of business to be brought by stockholders
before any meeting of stockholders of the corporation shall be given in the
manner provided in the Bylaws of the corporation. Business transacted at special
meetings of stockholders shall be confined to the purpose or purposes stated in
the notice of meeting.
 
         (I) Subject to Section 6.5 of the Bylaws of the corporation,
stockholders of the corporation holding at least sixty-six and two-thirds
percent (66-2/3%) of the corporation's outstanding voting stock then entitled to
vote at an election of directors shall have the power to adopt, amend or repeal
Bylaws of the corporation.
 
         (J) The affirmative vote of the holders of at least sixty-six and
two-thirds percent (66-2/3%) of the corporation's outstanding voting stock then
entitled to vote at an election of directors, voting together as a single class,
shall be required to alter, change, amend, repeal or adopt any provision
inconsistent with this Article VI.
 
                                   ARTICLE VII
 
         To the fullest extent permitted by law, no director of the corporation
shall be personally liable for monetary damages for breach of fiduciary duty as
a director. Without limiting the effect of the preceding sentence, if the
Delaware General Corporation Law is hereafter amended to authorize the further
elimination or limitation of the liability of a director, then the liability of
a director of the corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
 
         Neither any amendment nor repeal of this Article VII, nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this
Article VII, shall eliminate, reduce or otherwise adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such amendment, repeal or adoption of such an inconsistent
provision.