Exhibit 3.1

CERTIFICATE OF AMENDMENT OF RESTATED  CERTIFICATE OF INCORPORATION
OF CE SOFTWARE HOLDINGS, INC.

CE Software Holdings, 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 Section 4.1 of Article 4 of the Restated Certificate of
Incorporation of the Corporation shall be amended to read as follows:

"ARTICLE 4-CAPITAL STOCK

4.1 The aggregate number of shares the corporation has authority to issue
     shall be 10,000,000 shares of the par value of $.01 each, which shall
     be designated as Common Stock.

SECOND:  That the aforesaid amendments were duly adopted in accordance with
         Section 242(b)(1) of the General Corporation Law of the State of
         Delaware at the annual meeting of the stockholders held on April 27,
         2000.

THIRD:  That the aforesaid amendment shall be effective upon filing with the
        Delaware Secretary of State.

CE Software Holdings, Inc. has caused this Certificate to be signed on this
28th day of April, 2000 by its Secretary and authorized officer, John S. Kirk,
who acknowledges that his signature is the act and deed of the corporation and
that the facts stated herein are true.

CE Software Holdings, Inc.

By/s/ John S. Kirk
John S. Kirk, Secretary