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                                                               EXHIBIT 3.1


                               EIGHTH AMENDED AND
                       RESTATED ARTICLES OF INCORPORATION

                                       OF

                                  ADAPTEC, INC.


Paul G. Hansen hereby certifies that:

          1.   He is the Vice President of Finance, Chief Financial Officer and
Assistant Secretary of Adaptec, Inc., a California corporation.

          2.   The Articles of Incorporation of this corporation, as amended to
the date of the filing of this certificate, including amendments set forth
herein but not separately filed (and with the omissions required by Section 910
of the California Corporations Code) are amended and restated as follows:

                                        I

          The name of this corporation is Adaptec, Inc.

                                       II

          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.

                                       III

          This corporation is authorized to issue two classes of shares of stock
to be designated, respectively, "Common Stock" and "Preferred Stock." The total
number of shares which the corporation is authorized to issue is 401,000,000
shares. The number of shares of Common Stock authorized is 400,000,000, $.001
per share par value. Upon the effective date hereof, each outstanding share of
Common Stock par value $.001 per share is split up and converted into two shares
of Common Stock, par value $.001 per share. The number of shares of Preferred
Stock authorized is 1,000,000, $.001 per share par value.



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          The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby authorized, within the limitations and
restrictions stated in these Articles of Incorporation to determine or alter the
rights, preferences, privileges and restrictions stated in these Articles of
Incorporation; to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon 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 which they had prior to the adoption of the resolution
originally fixing the number of shares of such series.

                                       IV

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

          The corporation is authorized to provide for, whether by bylaw or
agreement, the indemnification of agents (as defined in Section 317 of the
California General Corporation Law) of the corporation in excess of that
expressly permitted by such Section 317, for breach of duty to the corporation
and its shareholders to the fullest extent permissible under California law.

          Any repeal or modification of the foregoing provisions of this Article
IV by the shareholders of the corporation shall not adversely affect any right
or protection of a director of the corporation existing at the time of such
repeal or modification.

          3.   The foregoing Eighth Amended and Restated Articles of
Incorporation have been duly approved by the Board of Directors.

          4.   The article amendments included in the Seventh Amended and
Restated Articles of Incorporation are hereby made to effect a two-for-one stock
split of the Common Stock, including a proportionate increase in the number of
shares of Common Stock authorized to be issued. No shares of Preferred Stock are
outstanding. Pursuant to Section 902(c) of the California Corporations Code,
shareholder approval is not required for this action.

          5.   Pursuant to Section 110(c) of the California Corporations Code,
the foregoing Eighth Amended and Restated Articles of Incorporation shall become
effective at 5:00 P.M. Pacific Standard Time on November 1, 1996.

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         I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in the foregoing certificate are true
and correct of my own knowledge.

         Executed at Milpitas, California this 31st day of October, 1996.




                                    ---------------------------------
                                    Paul G. Hansen, Vice President of
                                    Finance, Chief Financial Officer
                                    and Assistant Secretary

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