Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                        OF THE THIRD AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION OF
                                 FIREPOND, INC.

                             A DELAWARE CORPORATION

         Firepond, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify that:

         FIRST: The name of the Corporation is Firepond, Inc. The date of the
filing of its original Certificate of Incorporation (the "Original Certificate")
with the Secretary of State of the State of Delaware was November 4, 1999, under
the name FirePond Merger Subsidiary, Inc. The Original Certificate was amended
and restated on December 20, 1999, amended on January 4, 2000, amended and
restated on February 4, 2000 and amended and restated on February 9, 2000.

         SECOND: Pursuant to Section 242(b) of the Delaware General Corporation
Law the Board of Directors of the Corporation has duly adopted, and a majority
of the outstanding stock entitled to vote thereon and a majority of the
outstanding stock of each class entitled to vote as a class has approved, the
amendments to the Third Amended and Restated Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment.

         THIRD: That Article FOURTH of the Third Amended and Restated
Certificate of Incorporation of the Corporation is amended by replacing the
first four paragraphs of Article FOURTH with the following five paragraphs:

         "The total number of shares of capital stock which the Corporation
shall have authority to issue is 105,000,000 shares, of which (i) 100,000,000
shares shall be common stock par value $.10 per share (the "Common Stock"), and
(ii) 5,000,000 shares shall be preferred stock, par value $.10 per share (the
"Preferred Stock"), of which 5,000,000 shares shall be undesignated preferred
stock, par value $.10 per share (the "Undesignated Preferred Stock"). Except as
otherwise restricted by this Third Amended and Restated Certificate of
Incorporation, the Corporation is authorized to issue, from time to time, all or
any portion of the capital stock of the Corporation which may have been
authorized but not issued, to such person or persons and for such lawful
consideration as it may deem appropriate, and generally in its absolute
discretion to determine the terms and manner of any disposition of such
authorized but unissued capital stock.

         Any and all such shares issued for which the full consideration has
been paid or delivered shall be deemed fully paid shares of capital stock, and
the holder of such shares shall not be liable for any further call or assessment
or any other payment thereon.



         The number of authorized shares of the class of Undesignated Preferred
Stock may from time to time be increased or decreased (but not below the number
of shares outstanding) by the affirmative vote of the holders of a majority of
the shares of Common Stock entitled to vote, without a vote of the holders of
the Undesignated Preferred Stock.

         The designations, powers, preferences and rights of, and the
qualifications, limitations and restrictions upon, each class or series of stock
shall be determined in accordance with, or as set forth below in, this Article
IV.

         Effective at 11:59 p.m. Eastern Standard Time on the date of filing of
this Certificate of Amendment with the Delaware Secretary of State, every ten
(10) outstanding shares of Common Stock shall without further action by this
Corporation or the holder thereof be combined into and automatically become one
share of Common Stock. The authorized shares of the Corporation shall remain as
set forth in this Certificate of Incorporation. No fractional share shall be
issued in connection with the foregoing stock split; all shares of Common Stock
so split that are held by a stockholder will be aggregated and each fractional
share resulting from such aggregation shall be rounded down to the nearest whole
share. In lieu of any interest in a fractional share of Common Stock to which a
stockholder would otherwise be entitled as a result of the foregoing split, the
Corporation shall pay a cash amount to such stockholder equal to the fair value
as determined by the board of directors of such fractional share as of the
effective date of the foregoing split."






         IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of the Amended and Restated Certificate of Incorporation on this 2nd
day of August, 2002.


                                         FIREPOND, INC.

                                         By:

                                         /s/ Klaus P. Besier
                                         ---------------------------------------
                                         Klaus P. Besier
                                         President and Chief Executive Officer