1
                                                                  EXHIBIT 3.1.1

                AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
                       AWARD SOFTWARE INTERNATIONAL, INC.

                            A CALIFORNIA CORPORATION

         The undersigned, GEORGE C. HUANG and KEVIN J. BERRY hereby certify
that:

         ONE: They are the duly elected and acting President and Secretary,
respectively, of AWARD SOFTWARE INTERNATIONAL, INC., a California corporation.

         TWO: Upon the amendment and restatement of the Articles of said
corporation as set forth below, each two (2) issued and outstanding shares of
Common Stock shall be converted into one (1) share of Common Stock; provided,
however, that the corporation shall issue no fractional shares, but shall
instead pay in cash to any shareholder who would be entitled to receive a
fractional share as the result of the conversion the fair market value of such
fractional share as determined by the Board of Directors as of the effective
date of this Amended and Restated Articles of Incorporation of Award Software
International, Inc.

         THREE: The Articles of said corporation shall be amended and restated
to read in full as follows:

                                    ARTICLE 1

         The name of this corporation is AWARD SOFTWARE INTERNATIONAL, INC.

                                    ARTICLE 2

         The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.

                                    ARTICLE 3

         This corporation is authorized to issue one class of stock to be
designated "Common Stock." The total number of shares that the corporation is
authorized to issue is Twenty Million (20,000,000) shares.

                                    ARTICLE 4

         The liability of the directors of this corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

                                       1.
   2
                                    ARTICLE 5

         This corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the California Corporations Code) for breach of duty
to the corporation and its shareholders through bylaw provisions or through
agreements with the agents, or both, in excess of the indemnification otherwise
permitted by Section 317 of the California Corporations Code, subject to the
limits on such excess indemnification set forth in Section 204 of the California
Corporations Code. Any repeal or modification of the provisions of Article V or
Article VI shall not adversely affect any right of indemnification or limitation
of liability of an agent of this corporation relating to acts or omissions
occurring prior to such repeal or modification.

                                    * * * * *

         FOUR: The foregoing amendment and restatement has been duly approved by
the Board of Directors of said corporation.

         FIVE: The foregoing amendment and restatement of Articles of
Incorporation has been duly approved by the required vote of shareholders in
accordance with Sections 902 and 903 of the California Corporations Code. The
number of shares voting in favor of the amendment and restatement equaled or
exceeded the vote required. The percentage vote required was more than 50% of
the outstanding Common as a class.

                                       2.
   3
         IN WITNESS WHEREOF, the undersigned have executed this certificate on
____________, 1996.


                                  ____________________________________________
                                  GEORGE C. HUANG
                                  President


                                  ____________________________________________
                                  KEVIN J. BERRY
                                  Secretary

         The undersigned certify under penalty of perjury that they have read
the foregoing Restated Articles of Incorporation and they know the contents
thereof, and that the statements therein are true. Executed at Mountain View,
California on _________________, 1996.



                                  ____________________________________________
                                  GEORGE C. HUANG
                                  President


                                  ____________________________________________
                                  KEVIN J. BERRY
                                  Secretary