EXHIBIT 3.1


                                State of Delaware

                        Office of the Secretary of State





      I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE  CERTIFICATE OF AMENDMENT
OF "TELEVIDEO SYSTEMS,  INC.", CHANGING ITS NAME FROM "TELEVIDEO SYSTEMS,  INC."
TO "TELEVIDEO,  INC.",  FILED IN THIS OFFICE ON THE  TWENTY-SECOND DAY OF APRIL,
A.D. 1997, AT 9 O'CLOCK A.M.

      A CERTIFIED COPY OF THIS  CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.











                                           /s/ Edward J. Freel
                                           -------------------
                                               Edward J. Freel
                                            Secretary of State

2114777  8100                              AUTHENTICATION:  8433300
971130239                                            DATE:  04-23-97














                                        3




                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION


      TeleVideo Systems, 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 at a meeting  of the Board of  Directors  on March 24,  1997,
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and  declaring   that  the  matter  should  be  brought   before  the
stockholders for  consideration at its next annual meeting of the  stockholders.
The resolution setting forth the proposed amendment is as follows:

            RESOLVED,  that the Certificate of Incorporation of this corporation
be amended by changing the Article  thereof  numbered  "1" so that,  as amended,
said Article shall be and read as follows:

            "The name of the Corporation is TeleVideo, Inc."

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
that the  corporation's  Annual Meeting of Stockholders was duly called and held
upon notice in accordance with Section 222 of the General Corporation Law of the
State of Delaware,  at which meeting the necessary  number of shares as required
by statute were voted in favor of the amendment.

      THIRD:  That said  amendment  was duly  adopted in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the State of
Delaware.

      IN WITNESS  WHEREOF,  said  corporation has caused this  certificate to be
signed by K. Philip Hwang, its authorized officer, this 4th day of April, 1997.


                                          /s/ K. Philip Hwang
                                          -------------------
                                              K. Philip Hwang
                                               Chairman & CEO
Attest:


/s/ Kathy Cleveland
- -------------------
Kathy Cleveland
Assistant Secretary


                                       4