EXHIBIT 3.1

                     FORM OF CERTIFICATE OF DESIGNATIONS OF
                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                             OF GEOWORKS CORPORATION

     Pursuant to Section 151 of the Delaware General Corporation Law

     Geoworks Corporation, a company organized and existing under the laws of
the State of Delaware (the "Company"), DOES HEREBY CERTIFY:

     1. That by resolution of the Board of Directors of the Company dated March
1, 2001, the Company authorized the issuance of a series of 500,000 shares of
Series A Junior Participating Preferred Stock of the Company (the "Series A
Preferred Stock") and established the voting powers, preferences, and relative,
participating, optional or other special rights of the shares of the Series A
Preferred Stock, and the qualifications, limitations or restrictions thereof
effective upon the redemption of the rights (the "Rights") issued pursuant to
the Rights Agreement between the Company and Mellon Investor Services, LLC, as
Rights Agent, dated March 9, 2001.

     RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Company in accordance with the provisions of its Certificate of
Incorporation, a series of Preferred Stock of the Company be, and hereby is,
created and that the designation and amount thereof and the voting powers,
preferences and relative, participating, optional or other special rights of the
shares of such series, and the qualifications, limitations or restrictions
thereof are as follows:

     Section 1. Designation and Amount. The shares of such series shall be
designated "Series A Junior Participating Preferred Stock" (the "Series A
Preferred Stock") and the number of shares constituting such series shall be
500,000.

     Section 2.  Dividends and Distributions.

     (A) Subject to the provisions for adjustment hereinafter set forth, the
holders of shares of Series A Preferred Stock shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds legally
available for the purpose, cash dividends in an amount per share (rounded to the
nearest cent) equal to 1,000 times the aggregate per share amount of all cash
dividends declared or paid on the Common Stock, $.001 par value per share, of
the Company (the "Common Stock"). In the event the Company shall, at any time
after the issuance of any share or fraction of a share of Series A Preferred
Stock, make any distribution on the shares of Common Stock of the Company,
whether by way of a dividend or a reclassification of stock, a recapitalization,
reorganization or partial liquidation of the Company or otherwise, which is
payable in cash or any debt security, debt instrument, real or personal property
or any other property (other than cash dividends subject to the immediately
preceding sentence and other than a distribution of shares of Common Stock or
other capital stock of the Company and other than a distribution of rights or
warrants to acquire any such share, including any debt security convertible into
or exchangeable for any such share), at a price less than the Current Market
Price of such share, then, and in each such event the Company shall
simultaneously pay on each



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then outstanding share of Series A Preferred Stock of the Company a
distribution, in like kind, of 1,000 times such distribution paid on a share of
Common Stock (subject to the provisions for adjustment hereinafter set forth).
The dividends and distributions on the Series A Preferred Stock to which holders
thereof are entitled pursuant to the first sentence of this paragraph and the
second sentence of this paragraph are hereinafter referred to as "Participating
Dividends," and the multiple of such cash and noncash dividends on the Common
Stock applicable to the determination of the Participating Dividends, which
shall be 1,000 initially but shall be adjusted from time to time as hereinafter
provided, is hereinafter referred to as the "Dividend Multiple." In the event
the Company shall at any time after March 9, 2001 (the "Effective Date")
declare or pay any dividend or make any distribution on Common Stock payable in
shares of Common Stock, or effect a subdivision or split or a combination,
consolidation or reverse split of the outstanding shares of Common Stock into a
greater or lesser number of shares of Common Stock, or issue any of its capital
stock in a reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), then in each such case the
Dividend Multiple thereafter applicable to the determination of the amount of
Participating Dividends which holders of shares of Series A Preferred Stock
shall be entitled to receive shall be the Dividend Multiple applicable
immediately prior to such event multiplied by a fraction the numerator of which
is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

     (B) Except as otherwise provided for or fixed by or pursuant to the
provisions of Article IV of the Certificate of Incorporation of the Company
relating to the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends, the Company shall declare each
Participating Dividend at the same time it declares any cash or noncash dividend
or distribution on the Common Stock in respect of which a Participating Dividend
is required to be paid. No cash or noncash dividend or distribution on the
Common Stock in respect of which a Participating Dividend is required shall be
paid or set aside for payment on the Common Stock unless a Participating
Dividend in respect of such dividend or distribution on the Common Stock shall
be simultaneously paid or set aside for payment on the Series A Preferred Stock.

     Section 3. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:

     (A) Subject to the provisions for adjustment hereinafter set forth, each
share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Company. The
number of votes which a holder of Series A Preferred Stock is entitled to cast,
as the same may be adjusted from time to time as hereinafter provided, is
hereinafter referred to as the "Vote Multiple." In the event the Company shall
at any time after the Effective Date declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding shares of Common
Stock into a greater or lesser number of shares of Common Stock, or issue any of
its capital stock in a reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation, then in each such case the
Vote Multiple thereafter



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applicable to the determination of the number of votes per share to which
holders of shares of Series A Preferred Stock shall be entitled after such event
shall be the Vote Multiple immediately prior to such event multiplied by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such
event.

     (B) Except as otherwise provided herein, in the Certificate of
Incorporation, in any resolution or resolutions of the Board of Directors of the
Company providing for the issue of any other series of Preferred Stock or by
law, the holders of shares of Series A Preferred Stock, the holders of shares of
Common Stock and the holders of shares of any other class or series of capital
stock of the Company entitled to vote generally for the election of directors
shall vote together as one class on all matters submitted to a vote of
stockholders of the Company.

     (C) Except as otherwise required by law or set forth herein, holders of
Series A Preferred Stock shall have no special voting rights and their consent
shall not be required (except to the extent they are entitled to vote as set
forth herein) for the taking of any corporate action.

     Section 4.  Certain Restrictions.

     (A) Whenever Participating Dividends are in arrears or the Company shall be
in default in payment thereof, thereafter and until all accrued and unpaid
Participating Dividends, whether or not declared, on shares of Series A
Preferred Stock outstanding shall have been paid or set aside for payment in
full, and in addition to any and all other rights which any holder of shares of
Series A Preferred Stock may have in such circumstances, the Company shall not:

         (i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration, any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock;

         (ii) declare or pay dividends or make any other distributions on any
shares of stock ranking on a parity as to dividends with the Series A Preferred
Stock, unless dividends are paid ratably on the Series A Preferred Stock and all
such parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then entitled;

         (iii) except as permitted by subparagraph (iv) of this paragraph (A),
redeem or purchase or otherwise acquire for consideration shares of any stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, provided that the Company may at
any time redeem, purchase or otherwise acquire shares of any such parity stock
in exchange for shares of any stock of the Company ranking junior (both as to
dividends and upon liquidation, dissolution or winding up) to the Series A
Preferred Stock; or

         (iv) purchase or otherwise acquire for consideration any shares of
Series A Preferred Stock, or any shares of stock ranking on a parity with the
Series A Preferred Stock (either as to dividends or upon liquidation,
dissolution or winding up), except in accordance with a purchase offer made in
writing or by publication (as determined by the Board of Directors) to all
holders of such shares upon such terms as the Board of Directors, after
consideration of the



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respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.

     (B) The Company shall not permit any subsidiary of the Company to purchase
or otherwise acquire for consideration any shares of stock of the Company
ranking junior to the Series A Preferred Stock unless the Company could, under
paragraph (A) of this Section 4, purchase or otherwise acquire such shares at
such time and in such manner.

     (C) The Company shall not issue any shares of Series A Preferred Stock
except upon exercise of Rights issued pursuant to that certain Rights Agreement
dated as of March 9, 2001 between the Company and Mellon Investor Services, LLC,
as Rights Agent, a copy of which is on file with the Secretary of the Company at
the principal executive office of the Company and shall be made available to
holders of record of Common Stock or Series A Preferred Stock without charge
upon written request therefor addressed to the Secretary of the Company.
Notwithstanding the foregoing sentence, nothing contained in the provisions
hereof shall prohibit or restrict the Company from issuing for any purpose any
series of Preferred Stock with rights and privileges similar to, different from,
or greater than, those of the Series A Preferred Stock.

     Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Company in any manner whatsoever shall be
retired and cancelled promptly after the acquisition thereof. All such shares
upon their retirement and cancellation shall become authorized but unissued
shares of Preferred Stock, without designation as to series, and such shares may
be reissued as part of a new series of Preferred Stock to be created by
resolution or resolutions of the Board of Directors.

     Section 6. Liquidation, Dissolution or Winding Up. Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Company, no
distribution shall be made (i) to the holders of shares of stock ranking junior
to the Series A Preferred Stock (either as to dividends or upon liquidation,
dissolution or winding up) unless the holders of shares of Series A Preferred
Stock shall have received, subject to adjustment as hereinafter provided, the
amount equal to 1,000 times the aggregate amount to be distributed per share to
holders of Common Stock, as the same may be adjusted as hereinafter provided, or
(ii) to the holders of stock ranking on a parity upon liquidation, dissolution
or winding up with the Series A Preferred Stock, unless simultaneously therewith
distributions are made ratably on the Series A Preferred Stock and all other
shares of such parity stock in proportion to the total amounts to which the
holders of shares of Series A Preferred Stock are entitled and to which the
holders of such parity shares are entitled, in each case upon such liquidation,
dissolution or winding up. The amount to which holders of Series A Preferred
Stock shall be entitled upon liquidation, dissolution or winding up of the
Company pursuant to the foregoing sentence is hereinafter referred to as the
"Participating Liquidation Amount," and the multiple of the amount to be
distributed to holders of shares of Common Stock upon the liquidation,
dissolution or winding up of the Company applicable pursuant to said clause to
the determination of the Participating Liquidation Amount, which shall be 1,000
but may be adjusted from time to time as hereinafter provided, is hereinafter
referred to as the "Liquidation Multiple." In the event the Company shall at any
time after the Effective Date declare or pay any dividend on Common Stock
payable in shares of Common Stock, or effect a subdivision or split or a
combination, consolidation or reverse split of the outstanding



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shares of Common Stock into a greater or lesser number of shares of Common
Stock, or issue any of its capital stock in a reclassification of the Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing or surviving corporation), then in
each such case the Liquidation Multiple thereafter applicable to the
determination of the Participating Liquidation Amount to which holders of Series
A Preferred Stock shall be entitled after such event shall be the Liquidation
Multiple applicable immediately prior to such event multiplied by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

     Section 7.  Certain Reclassifications and Other Events.

     (A) In the event that holders of shares of Common Stock receive after the
Effective Date, in respect of their shares of Common Stock any share of capital
stock of the Company (other than any share of Common Stock of the Company),
whether by way of reclassification, recapitalization, reorganization, dividend
or other distribution or otherwise ("Transaction"), then in each such event the
dividend rights, voting rights and rights upon the liquidation, dissolution or
winding up of the Company of the shares of Series A Preferred Stock shall be
adjusted so that after such event the holders of Series A Preferred Stock shall
be entitled, in respect of each share of Series A Preferred Stock held, in
addition to such rights in respect thereof to which such holder was entitled
immediately prior to such adjustment, to (i) such additional dividends as equal
the Dividend Multiple in effect immediately prior to such Transaction multiplied
by the additional dividends which the holder of a share of Common Stock shall be
entitled to receive by virtue of the receipt in the Transaction of such capital
stock, (ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such Transaction multiplied by the additional voting rights
which the holder of a share of Common Stock shall be entitled to receive by
virtue of the receipt in the Transaction of such capital stock and (iii) such
additional distributions upon liquidation, dissolution or winding up of the
Company as equal the Liquidation Multiple in effect immediately prior to such
Transaction multiplied by the additional amount which the holder of a share of
Common Stock shall be entitled to receive upon liquidation, dissolution or
winding up of the Company by virtue of the receipt in the Transaction of such
capital stock, as the case may be, all as provided by the terms of such capital
stock.

     (B) In the event that holders of shares of Common Stock receive after the
Effective Date, in respect of their shares of Common Stock any right or warrant
to purchase Common Stock (including as such a right, for all purposes of this
paragraph, any security convertible into or exchangeable for Common Stock) at a
purchase price per share less than the Current Market Price (as hereinafter
defined) of a share of Common Stock on the date of issuance of such right or
warrant, then in each such event the dividend rights, voting rights and rights
upon the liquidation, dissolution or winding up of the Company of the shares of
Series A Preferred Stock shall each be adjusted so that after such event the
Dividend Multiple, the Vote Multiple and the Liquidation Multiple shall each be
the product of the Dividend Multiple, the Vote Multiple and the Liquidation
Multiple, as the case may be, in effect immediately prior to such event
multiplied by a fraction the numerator of which shall be the number of shares of
Common Stock outstanding immediately before such issuance of rights or warrants
plus the maximum number of shares of Common Stock which could be acquired upon
exercise in full of all such rights or



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warrants and the denominator of which shall be the number of shares of Common
Stock outstanding immediately before such issuance of rights or warrants plus
the number of shares of Common Stock which could be purchased, at the Current
Market Price of the Common Stock at the time of such issuance, by the maximum
aggregate consideration payable upon exercise in full of all such rights or
warrants.

     (C) In the event that holders of shares of Common Stock receive after the
Effective Date in respect of their shares of Common Stock any right or warrant
to purchase capital stock of the Company (other than shares of Common Stock),
including as such a right, for all purposes of this paragraph, any security
convertible into or exchangeable for capital stock of the Company, (other than
Common Stock), at a purchase price per share less than the Fair Market Value of
such shares of capital stock on the date of issuance of such right or warrant,
then in each such event the dividend rights, voting rights and rights upon
liquidation, dissolution or winding up of the Company of the shares of Series A
Preferred Stock shall each be adjusted so that after such event each holder of a
share of Series A Preferred Stock shall be entitled, in respect of each share of
Series A Preferred Stock held, in addition to such rights in respect thereof to
which such holder was entitled immediately prior to such event, to receive (i)
such additional dividends as equal the Dividend Multiple in effect immediately
prior to such event multiplied, first, by the additional dividends to which the
holder of a share of Common Stock shall be entitled upon exercise of such right
or warrant by virtue of the capital stock which could be acquired upon such
exercise and multiplied again by the Discount Fraction (as hereinafter defined),
(ii) such additional voting rights as equal the Vote Multiple in effect
immediately prior to such event multiplied, first, by the additional voting
rights to which the holder of a share of Common Stock shall be entitled upon
exercise of such right or warrant by virtue of the capital stock which could be
acquired upon such exercise and multiplied again by the Discount Fraction and
(iii) such additional distribution upon liquidation, dissolution or winding up
of the Company as equal the Liquidation Multiple in effect immediately prior to
such event multiplied, first, by the additional amount which the holder of a
share of Common Stock shall be entitled to receive upon liquidation, dissolution
or winding up of the Company upon exercise of such right or warrant by virtue of
the capital stock which could be acquired upon such exercise and multiplied
again by the Discount Fraction. For purposes of this paragraph, the "Discount
Fraction" shall be a fraction the numerator of which shall be the difference
between the Current Market Price of a share of the capital stock subject to a
right or warrant distributed to holders of shares of Common Stock as
contemplated by this paragraph immediately after the distribution thereof and
the purchase price per share for such share of capital stock pursuant to such
right or warrant and the denominator of which shall be the Current Market Price
of a share of such capital stock immediately after the distribution of such
right or warrant.

     (D) For purposes of this Certificate of Designations, the "Current Market
Price" of a share of capital stock of the Company (including a share of Common
Stock) on any date shall be deemed to be the average of the daily closing price
per share thereof over the 30 consecutive Trading Days (as such term is
hereinafter defined) immediately prior to such date; provided, however, that, in
the event that such Current Market Price of any such share of capital stock is
determined during a period which includes any date that is within 30 Trading
Days after (i) the ex-dividend date for a dividend or distribution on stock
payable in shares of such stock or securities convertible into shares of such
stock, or (ii) the effective date of any subdivision, split, combination,
consolidation, reverse stock split or reclassification of such stock, then and
in each



                                       6


such event, the Current Market Price shall be appropriately adjusted by the
Board of Directors to reflect the Current Market Price of such stock to take
into account ex-dividend or post-effective date trading. The closing price for
any day shall be the last sale price, regular way, or, in case, no such sale
takes place on such day, the average of the closing bid and asked prices,
regular way (in either case, as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the New York Stock Exchange), or, if the shares are not listed or
admitted to trading on the New York Stock Exchange, as reported in the principal
consolidated transaction reporting system with respect to securities listed on
the principal national securities exchange on which the shares are listed or
admitted to trading or, if the shares are not listed or admitted to trading on
any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotation System ("NASDAQ") or such other system then in use, or if on any such
date the shares are not quoted by any such organization, the average of the
closing bid and asked prices as furnished by a professional market maker making
a market in the shares selected by the Board of Directors. The term "Trading
Day" shall mean a day on which the principal national securities exchange on
which the shares are listed or admitted to trading is open for the transaction
of business or, if the shares are not listed or admitted to trading on any
national securities exchange, on which the New York Stock Exchange or such other
national securities exchange as may be selected by the Board of Directors is
open. If the shares are not publicly held or not so listed or traded on any day
within the period of 30 Trading Days applicable to the determination of Current
Market Price thereof as aforesaid, "Current Market Price" shall mean the fair
market value thereof per share as determined in good faith by the Board of
Directors. In either case referred to in the foregoing sentence, the
determination of Current Market Price shall be described in a statement filed
with the Secretary of the Company.

     Section 8. Consolidation, Merger, etc. In the event that the Company shall
enter into any consolidation, merger, combination or other transaction in which
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such event each
outstanding share of Series A Preferred Stock shall at the same time be
similarly exchanged for or changed into the aggregate amount of stock,
securities, cash and other property (payable in like kind), as the case may be,
for which or into which each share of Common Stock is changed or exchanged
multiplied by the highest of the Dividend Multiple, the Vote Multiple or the
Liquidation Multiple in effect immediately prior to such event.

     Section 9.  Effective Time of Adjustments.

     (A) Adjustments to the Series A Preferred Stock required by the provisions
hereof shall be effective as of the time at which the event requiring such
adjustments occurs.

     (B) The Company shall give prompt written notice to each holder of a share
of Series A Preferred Stock of the effect on any shares of any adjustment to the
dividend rights, voting rights or rights upon liquidation, dissolution or
winding up of the Company required by the provisions hereof. Notwithstanding the
foregoing sentence, the failure of the Company to give such notice shall not
affect the validity of or the force or effect of or the requirement for such
adjustment.



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     Section 10. No Redemption. The shares of Series A Preferred Stock shall not
be redeemable at the option of the Company or any holder thereof.
Notwithstanding the foregoing sentence of this Section, the Company may acquire
shares of Series A Preferred Stock in any other manner permitted by law, the
provisions of the Amended Certificate of Designations setting forth the rights,
powers and preferences of the Series A Preferred Stock and the Certificate of
Incorporation of the Company.

     Section 11. Ranking. Unless otherwise provided in the Certificate of
Incorporation or a certificate of designations relating to a subsequent series
of Preferred Stock of the Company, the Series A Preferred Stock shall rank
junior to all other series of the Company's Preferred Stock as to the payment of
dividends and the distribution of assets on liquidation, dissolution or winding
up, and senior to the Common Stock.

     Section 12. Amendment. After the Distribution Date (as defined in the
Rights Agreement), the provisions of the Certificate of Designations setting
forth the rights, powers and preferences of the Series A Preferred Stock and the
Certificate of Incorporation shall not be amended in any manner which would
materially affect the rights, privileges or powers of the Series A Preferred
Stock without, in addition to any other vote of stockholders required by law,
the affirmative vote of the holders of 50% of more of the outstanding shares of
Series A Preferred Stock, voting together as a single class. Prior to the
Distribution Date, the provisions of this Certificate of Designations of Series
A Junior Participating Preferred Stock of Geoworks Corporation may be amended by
action of the Company's board of directors.

     5. This Amended Certificate of Designations shall become effective at 5:01
p.m. on March 9, 2001.

     IN WITNESS WHEREOF, Geoworks Corporation has caused this Certificate of
Designations to be signed and attested this 9th day of March, 2001.

                                       GEOWORKS CORPORATION


                                       By:_____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                       ATTEST:


                                       By:_____________________________________
                                       Name:___________________________________
                                       Title:__________________________________




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