EXHIBIT 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                     TEKELEC

                                       I.

         The name of the corporation is Tekelec.

                                       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
General Corporation Law.

                                      III.

         The corporation is authorized to issue only one class of shares of
stock, designated "Common Stock," and the total number of shares which this
corporation is authorized to issue is one hundred million (100,000,000).

         Upon amendment of this Article III, each outstanding share of Common
Stock is split up and converted into two (2) shares of Common Stock.

                                       IV.

         This corporation elects to be governed by all of the provisions of the
General Corporation Law of 1977, as amended, not otherwise applicable to it
under Chapter 23 thereof.

                                       V.

         (a) Limitations of Directors' Liability. The liability of the directors
of this corporation for monetary damages shall be eliminated to the fullest
extent permissible under California law.

         (b) Indemnification of Corporate Agents. This corporation is authorized
to provide indemnification of its agents (as defined in Section 317 of the
California General Corporation Law) for breach of duty to this corporation and
its shareholders through bylaw provisions or through agreements with the agents,
or both, in excess of the indemnification otherwise permitted by such Section
317, subject to the limits on such excess indemnification set forth in Section
204 of the California General Corporation Law.

         (c) Repeal or Modification. Any repeal or modification of the foregoing
provisions of this Article V by the shareholders of this corporation shall not
adversely affect any right or protection of a director or agent of this
corporation existing at the time of such repeal or modification.