RESTATED

                        CERTIFICATE OF INCORPORATION OF

                            PERVASIVE SOFTWARE INC.

                             a Delaware corporation

 

                     (Pursuant to Sections 228, 242 and 245

                    of the Delaware General Corporation Law)

 

 

          Pervasive Software Inc., a corporation organized and existing under

the General Corporation Law of the State of Delaware (the "General Corporation

Law")

 

          DOES HEREBY CERTIFY:

 

          FIRST:  That this corporation was originally incorporated on January

12, 1994, pursuant to the General Corporation Law.

 

          SECOND:  That the Board of Directors duly adopted resolutions

proposing to amend and restate the Amended and Restated Certificate of

Incorporation of this corporation, declaring said amendment and restatement to

be advisable and in the best interests of this corporation and its stockholders,

and authorizing the appropriate officers of this corporation to solicit the

consent of the stockholders therefor, which resolution setting forth the

proposed amendment and restatement is as follows:

 

          "RESOLVED, that the Restated Certificate of Incorporation of this

corporation, as amended, be amended and restated in its entirety as follows:

 

                                   ARTICLE I

 

          The name of the corporation is Pervasive Software Inc. (the

"Corporation").

 

                                   ARTICLE II

 

          The address of the registered office of this corporation in the State

of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of

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 is

to engage in any lawful act or activity for which corporations may be organized

under the General Corporation Law of Delaware.

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                                   ARTICLE IV

 

          The Corporation is authorized to issue two classes of stock to be

designated common stock ("Common Stock") and preferred stock ("Preferred

Stock").  The number of shares of Common Stock authorized to be issued is

Seventy Five Million (75,000,000), par value $.001 per share, and the number of

Preferred Stock authorized to be issued is Five Million (5,000,000), par value

$.001 per share.

 

          The Preferred Stock may be issued from time to time in one or more

series, without further stockholder approval.  The Board of Directors is hereby

authorized, in the resolution or resolutions adopted by the Board of Directors

providing for the issue of any wholly unissued series of Preferred Stock, within

the limitations and restrictions stated in this Restated Certificate of

Incorporation (the "Restated Certificate"), to fix or alter the dividend rights,

dividend rate, conversion rights, voting rights, rights and terms of redemption

(including sinking fund provisions), the redemption price or prices, and the

liquidation preferences of any wholly unissued series of Preferred Stock, and

the number of shares constituting any such series and the designation thereof,

or any of them, 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 that they had prior to the adoption of the resolution originally

fixing the number of shares of such series.

 

                                   ARTICLE V

 

          Except as otherwise provided in this Restated Certificate, 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

any or all of the Bylaws of the Corporation.

 

                                   ARTICLE VI

 

          The number of directors of the Corporation shall be fixed from time to

time by a bylaw or amendment thereof duly adopted by the Board of Directors.

 

          The Board of Directors shall be and is divided into three classes,

Class I, Class II and Class III.  Such classes shall be as nearly equal in

number of directors as possible.  Each director shall serve for a term ending on

the third annual meeting following the annual meeting at which such director was

elected; provided, however, that the directors first elected to Class I shall

serve for a term ending on the annual meeting next following the end of fiscal

year 1998, the directors first elected to Class II shall serve for a term ending

on the second annual meeting next following the end of fiscal year 1999, and the

directors first elected to Class III shall serve for a term ending on the third

annual meeting next following the end of fiscal year 2000.  The foregoing

notwithstanding, each director shall serve until such director's successor shall

have been duly elected and qualified, unless such director shall resign, become

disqualified, disabled or shall otherwise be removed.

 

                                       2

<PAGE>

 

          At each annual election, directors chosen to succeed those whose terms

then expire shall be of the same class as the directors they succeed, unless by

reason of any intervening changes in the authorized number of directors, the

Board shall designate one or more directorships whose term then expires as

directorships of another class in order more nearly to achieve equality of

number of directors among the classes.

 

          Notwithstanding the rule that the three classes shall be as nearly

equal in number of directors as possible, in the event of any change in the

authorized number of directors each director then continuing to serve as such

shall nevertheless continue as a director of the class of which the director is

a member until the expiration of the director's current term, or the director's

prior death, resignation or removal.  If any newly created directorship may,

consistently with the rule that the three classes shall be as nearly equal in

number of directors as possible, be allocated to either class, the Board shall

allocate it to that of the available class whose term of office is due to expire

at the earliest date following such allocation.

 

                                  ARTICLE VII

 

          Elections of directors need not be by written ballot unless the Bylaws

of the Corporation shall so provide.

 

                                  ARTICLE VIII

 

          Except as otherwise provided in this Restated Certificate, any action

required or permitted to be taken by the stockholders of the Corporation must be

effected at an annual or special meeting of the stockholders of the Corporation,

and may not be effected by any consent in writing of such stockholders.

 

                                   ARTICLE IX

 

          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, except for liability (i) for any breach of the director's

duty of loyalty to the Corporation or its stockholders, (ii) for acts or

omissions not in good faith or which involve intentional misconduct or a knowing

violation of law, (iii) under Section 174 of the Delaware General Corporation

Law, or (iv) for any transaction from which the director derived any improper

personal benefit.  If the Delaware General Corporation Law is amended after

approval by the stockholders of this Article to authorize corporate action

further eliminating or limiting the personal liability of directors 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.

 

          Any repeal or modification of the foregoing provisions of this Article

IX by the stockholders of the Corporation shall not adversely affect any right

or protection of a director of the Corporation existing at the time of, or

increase the liability of any director of this Corporation with respect to any

acts or omissions of such director occurring prior to, such repeal or

modification.

 

                                       3

<PAGE>

 

                                   ARTICLE X

 

          In addition to any vote of the holders of any class or series of the

stock of this Corporation required by law or by this Restated Certificate, the

affirmative vote of the holders of a majority of the voting power of all of the

then outstanding shares of capital stock of the Corporation entitled to vote

generally in the election of directors, voting together as a single class, shall

be required to amend or repeal the provisions of ARTICLE I, ARTICLE II, and

ARTICLE III of this Restated Certificate.  Notwithstanding any other provision

of this Certificate of Incorporation or any provision of law which might

otherwise permit a lesser vote or no vote, but in addition to any vote of the

holders of any class or series of the stock of this Corporation required by law

or by this Restated Certificate, the affirmative vote of the holders of at least

seventy-five percent (75%) of the voting power of all of the then outstanding

shares of the capital stock of the Corporation entitled to vote generally in the

election of directors, voting together as a single class, shall be required to

amend or repeal any provision of this Restated Certificate not specified in the

preceding sentence.

 

                                    * * * *

          THIRD:  The foregoing Restated Certificate of Incorporation has been

duly adopted by the Corporation's Board of Directors in accordance with the

applicable provisions of Section 245 of the General Corporation Law of the State

of Delaware.

 

                                       4

<PAGE>

 

          IN WITNESS WHEREOF, the undersigned has signed this Certificate this

___ day of July, 1997.

 

 

 

                                        /s/ Ron R. Harris                   

                                        ---------------------------------------

                                        Ron R. Harris                       

                                        President and Chief Executive Officer

 

 

ATTEST:

 

 

/s/ James R. Offerdahl

- ------------------------------

James R. Offerdahl

Secretary

 

 

[As Filed: 07-28-1997]