Exhibit 3.1
 
 
                       CERTIFICATE OF INCORPORATION
                                   OF
                       CENTURA SOFTWARE CORPORATION
 
     FIRST: The name of the corporation is Centura Software Corporation,
(the "Corporation").
 
     SECOND: The address of the Corporation's registered office in the
State of Delaware is 15 E. North Street, in the City of Dover, County of
Kent.  The name of its registered agent at such address is Incorporating
Services, Ltd.
 
     THIRD: The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
 
     FOURTH: The Corporation is authorized to issue two classes of
shares to be designated respectively Common Stock and Preferred Stock.
The total number of shares of all classes of stock which the Corporation
has authority to issue is Sixty-Two Million (62,000,000) shares,
consisting of Sixty Million (60,000,000) shares of Common Stock, $0.01
par value, (the "Common Stock") and Two Million (2,000,000) shares of
Preferred Stock, $0.01 par value (the "Preferred Stock").
 
     The Preferred Stock may be issued from time to time in one or more
series.  The Board of Directors is hereby authorized to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights
and terms of redemption (including sinking fund provisions), redemption
prices, and 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.
 
     The Board of Directors is further authorized to increase or
decrease (but not below the number of shares of any such series then
outstanding) the number of shares of any series, the number of which was
fixed by it, subsequent to the issue of shares of such series then
outstanding, subject to the limitations and restrictions stated in the
resolution of the Board of Directors originally fixing the number of
shares of such series.  If the number of shares of any series is so
decreased, then 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.
 
     FIFTH: The name and mailing address of the incorporator are as
follows:
      Deborah Moore
      Orrick, Herrington & Sutcliffe LLP
      400 Capitol Mall, Suite 3000
      Sacramento, CA  95814-4407
 
     SIXTH: The corporation is to have perpetual existence.
 
     SEVENTH: The election of directors need not be by written ballot
unless a stockholder demands election by written ballot at a meeting of
stockholders and before voting begins or unless the Bylaws of the
Corporation shall so provide.
 
     EIGHTH: The number of directors which constitute the whole Board of
Directors of the Corporation shall be designated in the Bylaws of the
Corporation.  Any director may be removed from office by the stockholders
of the corporation only for cause.
 
     NINTH: In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make,
alter, amend or repeal the Bylaws of the Corporation.
 
     TENTH: To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended, no
director of the Corporation shall be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as
a director.  Neither any amendment nor repeal of this Article, nor the
adoption of any provision of this Certificate of Incorporation
inconsistent with this Article, shall eliminate or reduce the effect of
this Article in respect of any matter occurring, or any cause of action,
suit or claim that, but for this Article, would accrue or arise, prior to
such amendment, repeal or adoption of an inconsistent provision.
 
     ELEVENTH: At the election of directors of the corporation, each
holder of stock or of any class or classes or of a series or series
thereof shall be entitled to one vote for each share held.  No
stockholder will be permitted to cumulate votes at any election of
directors.
 
     TWELFTH: Meetings of stockholders may be held within or without the
State of Delaware, as the Bylaws may provide.  The books of the
Corporation may be kept (subject to any provision contained in the
statutes) outside of the State of Delaware at such place or places as may
be designated from time to time by the Board of Directors or in the
Bylaws of the Corporation.
 
     THIRTEENTH: Stockholders of the Corporation may not take action by
written consent in lieu of a meeting.  Any actions contemplated by the
stockholders must be taken at a duly called annual or special meeting.
 
     FOURTEENTH: Notwithstanding any other provisions 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
affirmative vote of the holders of the capital stock required by law or
this Certificate of Incorporation, the affirmative vote of the holders of
at least two-thirds (2/3) of the combined voting power of all of the
then-outstanding shares of the Corporation entitled to vote shall be
required to alter, amend or repeal Articles THIRTEENTH or FOURTEENTH or
any provision thereof, unless such amendment shall be approved by a
majority of the directors of the Corporation not affiliated or associated
with any person or entity holding (or which has announced an intention to
obtain) 10% or more of the voting power of the Corporation's outstanding
capital stock.
 
     FIFTEENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and
all rights conferred upon stockholders herein are granted subject to this
reservation.
 
     The undersigned incorporator hereby acknowledges that the foregoing
Certificate of Incorporation is her act and deed and that the facts
stated herein are true.
 
                                 /s/ Deborah Abernathy Moore
                               -------------------------------------------
                                 Deborah Abernathy Moore, Incorporator
 
Dated: January 5, 1999