EXHIBIT 3.1(b)

                          CERTIFICATE OF AMENDMENT

                                      OF

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                      OF

                          WIND RIVER SYSTEMS, INC.

     Ronald A. Abelmann and Richard W. Kraber hereby certify that:

     FIRST:  They are the duly elected and acting President and Secretary of 
Wind River Systems, Inc., a Delaware corporation.

     SECOND: The name of this Corporation is Wind River Systems, Inc. (the 
"Corporation").

     THIRD: The date on which the Amended and Restated Certificate of 
Incorporation was filed with the Secretary of State of the State of Delaware 
is October 14, 1993.

     FOURTH: The amendment to the Corporation's Amended and Restated 
Certificate of Incorporation set forth below was duly adopted by the Board of 
Directors of the Corporation, and approved by the Stockholders in accordance 
with the provisions of Section 242 of the General Corporation Law of the 
State of Delaware.

     FIFTH:  Article IV, Paragraph 1 of the Corporation's Amended and 
Restated Certificate of Incorporation is amended to read in its entirety as 
follows:

          "1.  This corporation is authorized to issue two classes of stock 
     to be designated, respectively, "Common Stock" and "Preferred Stock."  
     The total number of shares which the corporation is authorized to issue 
     is Seventy-Seven Million (77,000,000) shares.  Seventy-Five Million 
     (75,000,000) shares shall be Common Stock, each having a par value of 
     one-tenth of one cent ($.001).  Two Million (2,000,000) shares shall be 
     Preferred Stock, each having a par value of one-tenth of one cent 
     ($.001)."

     IN WITNESS WHEREOF, the undersigned have signed this Certificate of 
Amendment of Amended and Restated Certificate of Incorporation this 23rd day 
of July, 1996 and hereby affirm and acknowledge under penalty of perjury that 
the filing of this Certificate of Amendment of Amended and Restated 
Certificate of Incorporation of Wind River Systems, Inc. is the act and deed 
of Wind River Systems, Inc.

                                              WIND RIVER SYSTEMS, INC.

                                              By:   /s/ Ronald A. Abelmann
                                                  -----------------------------
                                                  Ronald A. Abelmann, President

Attest:

By: /s/ Richard W. Kraber
    ---------------------------------
    Richard W. Kraber, Secretary


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