AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                  ALTIRIS, INC.
                             a Delaware corporation
 
     Altiris, Inc., a corporation organized and existing under the laws of the
State of Delaware, does hereby certify:
 
     1.  The name of the corporation is Altiris, Inc. (the "Corporation"). The
original Certificate of Incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on December 20, 2001.
 
     2.  The amendment and restatement herein set forth has been duly approved
by the Board of Directors of the Corporation and by the stockholders of the
Corporation pursuant to Sections 141, 228 and 242 of the General Corporation Law
of the State of Delaware (the "Delaware Law"). Approval of this amendment and
restatement was approved by a written consent signed by less than all of the
stockholders of the Corporation pursuant to Section 228 of the Delaware Law, and
notice has been given in accordance with Section 228(d) of the Delaware Law to
those stockholders not signing such written consent.
 
     3.  The restatement herein set forth has been duly adopted pursuant to
Section 245 of the Delaware Law. This Amended and Restated Certificate of
Incorporation restates and integrates and amends the provisions of the
Corporation's Certificate of Incorporation.
 
     4.  The text of the Certificate of Incorporation is hereby amended and
restated to read in its entirety as follows:
 
 
                                    ARTICLE I
                                    ---------
 
     The name of this corporation is Altiris, Inc. (hereinafter, the
"Corporation").
 
 
                                   ARTICLE II
                                   ----------
 
     The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The
name of its registered agent at such address is The Corporation Trust Company.
 
 
                                   ARTICLE III
                                   -----------
 
     The nature of the business or purposes to be conducted or promoted by 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.
 
 
                                      -1-
 
<PAGE>
 
                                   ARTICLE IV
                                   ----------
 
     This Corporation is authorized to issue two classes of shares to be
designated, respectively, "Common Stock" and "Preferred Stock." The Common Stock
and the Preferred Stock each shall have a par value of $0.0001 per share. The
total number of shares of Common Stock this Corporation shall have authority to
issue is 100,000,000, of which 2,000,000 shares are designated as Class B
Non-Voting Common Stock. The total number of shares of Preferred Stock this
Corporation shall have authority to issue is 5,000,000.
 
     Except as required by law, the Class B Non-Voting Common Stock shall not be
entitled to vote for the election of directors or to vote on any other matter.
 
     On May 2, 2003, each share of Class B Non-voting Common Stock shall
automatically and without any action on the part of the Corporation or any
holder of such shares and without condition be converted into one share of
Common Stock. At any time prior to or after such automatic conversion, any
holder of Class B Non-Voting Common Stock may surrender the certificate or
certificates therefore, duly endorsed, at the office of the Corporation or of
any transfer agent for the Corporation, for reissuance of the same and shall
state the name or names in which the certificate or certificates for shares of
Common Stock are to be issued. The Corporation shall, as soon as practicable
thereafter (and, if such certificate or certificates have been surrendered in
accordance with the above on or prior to 5 days prior to such automatic
conversion, on the date of such automatic conversion), issue and deliver to such
holder of Class B Non-Voting Common Stock, or to the nominee or nominees of such
holder, a certificate or certificates for the number of shares of Common Stock
to which such holder shall be entitled as aforesaid. Notwithstanding the date of
any surrender of a certificate or certificates for reissuance, the conversion
shall be deemed to have occurred on the date of such automatic conversion and
the person or persons entitled to receive the shares of Common Stock issuable
upon such conversion shall be treated for all purposes as the record holder or
holders of such shares of Common Stock as of such date.
 
     The Corporation shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, solely for the purpose of
effecting the conversion of the shares of Class B Non-Voting Common Stock, such
number of its shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding shares of Class B Non-Voting Common
Stock; and if at any time the number of authorized but unissued shares of Common
Stock shall not be sufficient to effect the conversion of all then outstanding
shares of Class B Non-Voting Common Stock, in addition to such other remedies as
shall be available to the holder of such Class B Non-Voting Common Stock, the
Corporation will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes,
including, without limitation, engaging in best efforts to obtain the requisite
stockholder approval of any necessary amendment to its certificate of
incorporation.
 
     Except as otherwise set forth herein, the rights, privileges and
restrictions of the Common Stock and the Class B Non-Voting Common Stock shall
be identical in all respects, and any action by the Corporation affecting the
Common Stock or Class B Non-Voting Common Stock, including without limitation,
stock dividends, subdivisions, combinations, consolidations, distributions,
reclassifications, exchanges and substitutions, shall affect the shares of
Common Stock and Class B Non-Voting Common Stock equally.
 
 
                                      -2-
 
 
<PAGE>
 
     The Preferred Stock initially shall be undesignated as to series. Any
Preferred Stock not previously designated as to series may be issued from time
to time in one or more series pursuant to a resolution or resolutions providing
for such issue duly adopted by the Board of Directors (authority to do so being
hereby expressly vested in the Board), without further stockholder approval, and
such resolution or resolutions shall also set forth the voting powers, full or
limited or none, of each such series of Preferred Stock and shall fix the
designations, preferences and relative, participating, optional or other special
rights of each such series of Preferred Stock and the qualifications,
limitations or restrictions of such powers, designations, preferences or rights.
The Board of Directors is also authorized to fix the number of shares of each
such series of Preferred Stock. The Board of Directors is authorized to alter
the powers, designation, preferences, rights, qualifications, limitations and
restrictions granted to or imposed upon any wholly unissued series of Preferred
Stock and, within the limits and restrictions stated in any resolution or
resolutions of the Board of Directors originally fixing the number of shares
constituting any series of Preferred Stock, to increase or decrease (but not
below the number of shares of any such series then outstanding) the number of
shares of any such series subsequent to the issue of shares of that series.
 
     Each share of Preferred Stock issued by the Corporation, if reacquired by
the Corporation (whether by redemption, repurchase, conversion to Common Stock
or other means), shall upon such reacquisition resume the status of authorized
and unissued shares of Preferred Stock, undesignated as to series and available
for designation and issuance by the Corporation in accordance with the
immediately preceding paragraph.
 
     The Corporation shall from time to time in accordance with the laws of the
State of Delaware increase the authorized amount of its Common Stock if at any
time the number of shares of Common Stock remaining unissued and available for
issuance shall not be sufficient to permit conversion, if applicable, of the
Preferred Stock.
 
 
                                    ARTICLE V
                                    ---------
 
     The Corporation is to have perpetual existence.
 
 
                                   ARTICLE VI
                                   ----------
 
     The Board of Directors shall be divided 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. Each class shall consist, as nearly as may be possible, of
one-third of the total number of directors constituting the entire Board of
Directors. At the first annual meeting of stockholders following the date
hereof, the term of office of the Class I directors shall expire and Class I
directors shall be elected for a full term of three years. At the second annual
meeting of stockholders following the date hereof, the term of office of the
Class II directors shall expire and Class II directors shall be elected for a
full term of three years. At the third annual meeting of stockholders following
the date hereof, the term of office of the Class III directors shall expire and
Class III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose term expire at
such annual meeting. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number of
directors in each class as nearly equal as possible, and any additional director
of any class elected to fill a vacancy resulting from an increase in such class
shall hold office for a term that
 
 
                                      -3-
 
<PAGE>
 
shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
 
 
                                   ARTICLE VII
                                   -----------
 
     Section 1.  The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.
 
     Section 2.  In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, alter, amend
or repeal the Bylaws of the Corporation. The affirmative vote of at least a
majority of the Board of Directors then in office shall be required to adopt,
amend, alter or repeal the Corporation's Bylaws. No Bylaw hereafter legally
adopted, amended, altered or repealed by the stockholders of the Corporation
shall invalidate any prior act of the directors or officers of the Corporation
which would have been valid if such Bylaw had not been adopted, amended, altered
or repealed.
 
     Section 3.  Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
 
     Section 4.  At the election of directors of the Corporation, each holder of
Common Stock shall be entitled to one vote for each share held. No stockholder
will be permitted to cumulate votes at any election of directors.
 
     Section 5.  The number of directors which constitute the whole Board of
Directors shall be fixed exclusively in the manner designated in the Bylaws of
the Corporation.
 
 
                                  ARTICLE VIII
                                  ------------
 
     Section 1.  To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as 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.
 
     Section 2.  The Corporation shall indemnify to the fullest extent permitted
by law, as now or hereinafter in effect, any person made or threatened to be
made a party to an action or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that he, his testator or intestate is or
was a director or officer of the Corporation or any predecessor of the
Corporation or serves or served at any other enterprise as a director, officer,
employee or agent at the request of the Corporation or any predecessor to the
Corporation and such right to indemnification shall continue as to a person who
has ceased to be a director or officer of the Corporation and shall inure to the
benefit of his or her heirs, executors and personal and legal representatives;
provided, however, that, except for proceedings to enforce rights to
indemnification, the Corporation shall not be obligated to indemnify any
director or officer (or his or her heirs, executors or personal or legal
representatives) in connection with a proceeding (or part thereof) initiated by
such person unless such proceeding (or part thereof) was authorized or consented
to by the Board of Directors of the Corporation. The right to indemnification
conferred by this Section 2 shall include the right to be paid by the
Corporation the expenses incurred in defending or otherwise participating in any
proceeding in advance of its final disposition. The Corporation may indemnify to
the fullest extent permitted by law, as now or hereinafter in effect, any person
made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or
 
 
                                      -4-
 
<PAGE>
 
investigative, by reason of the fact that he, his testator or intestate is or
was an employee or agent of the Corporation or any predecessor of the
Corporation or serves or served at any other enterprise as a director, officer,
employee or agent at the request of the Corporation or any predecessor to the
Corporation. The rights to indemnification and to the advancement of expenses
conferred in this Section 2 shall not be exclusive of any other right which any
person may have or hereafter acquire under this Amended and Restated Certificate
Incorporation (as amended and restated from time to time, the "Restated
Certificate of Incorporation"), the Bylaws of the Corporation, any statute,
agreement, vote of the stockholders of the Corporation or disinterested
directors of the Corporation or otherwise.
 
     Section 3.  Neither any amendment nor repeal of any Section of this Article
VIII, nor the adoption of any provision of the Restated Certificate of
Incorporation inconsistent with this Article VIII, shall adversely affect any
right or protection of any director or officer established pursuant to this
Article VIII existing at the time of such amendment, repeal or adoption of an
inconsistent provision, including without limitation by eliminating or reducing
the effect of this Article VIII, for or in respect of any act, omission or other
matter occurring, or any action or proceeding accruing or arising (or that, but
for this Article VIII, would accrue or arise) prior to such amendment, repeal or
adoption of an inconsistent provision.
 
 
                                   ARTICLE IX
                                   ----------
 
     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 of 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.
 
 
                                    ARTICLE X
                                    ---------
 
     Section 1.  Except as otherwise provided for or fixed by or pursuant to the
provisions of Article IV hereof in relation to the rights of the holders of
Preferred Stock to elect directors under specified circumstances, newly-created
directorships resulting from any increase in the number of directors, created in
accordance with the Bylaws of the Corporation, and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by the affirmative vote of a majority of the remaining
directors then in office, even though less than a quorum of the Board of
Directors, or by a sole remaining director. Any director elected in accordance
with the preceding sentence shall hold office for the remainder of the full term
of the class of directors in which the new directorship was created or the
vacancy occurred and until such director's successor shall have been elected and
qualified, or until such director's earlier death, resignation or removal. No
decrease in the number of directors constituting the Board of Directors shall
shorten the term of any incumbent director.
 
     Section 2.  Any director or the entire Board of Directors may be removed
from office at any time, but only for cause, and only by the affirmative vote of
the holders of at least a majority of the voting power of the issued and
outstanding capital stock of the Corporation entitled to vote in the election of
directors.
 
 
                                      -5-
 
<PAGE>
 
                                   ARTICLE XI
                                   ----------
 
     Advance notice of new business and stockholder nominations for the election
of directors shall be given in the manner and to the extent provided in the
Bylaws of the Corporation.
 
 
                                   ARTICLE XII
                                   -----------
 
     Section 1.  Stockholders of the Corporation may not take action by written
consent in lieu of a meeting, but must take any actions at a duly called annual
or special meeting.
 
     Section 2.  Unless otherwise required by law, special meetings of the
stockholders of the Corporation, for any purpose or purposes, may be called only
by either (i) the Board of Directors of the Corporation, (ii) the Chairman of
the Board of Directors of the Corporation, if there be one, (iii) the Chief
Executive Officer of the Corporation or (iv) the President of the Corporation.
 
 
                                  ARTICLE XIII
                                  ------------
 
     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 upon stockholders
herein are granted subject to this reservation.
 
 
                                      -6-
 
 
<PAGE>
 
     IN WITNESS WHEREOF, Altiris, Inc. has caused this Restated Certificate of
Incorporation to be signed by Gregory S. Butterfield and attested to by Craig
Christensen, its Secretary, on May 28, 2002.
 
 
 
                                       Altiris, Inc.
                                       a Delaware Corporation
 
                                       By:  /s/ Gregory S. Butterfield
                                          --------------------------------------
                                          Gregory S. Butterfield,
                                          President
 
 
ATTEST:
 
By:   /s/ Craig H. Christensen
   -------------------------------
     Craig H. Christensen,
     Secretary