Exhibit 3.1

                            CERTIFICATE OF AMENDMENT

                                       OF

               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             LEVEL 8 SYSTEMS, INC.

                                   * * * * *

      Level 8 Systems,  Inc., a corporation  organized and existing under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"),

      DOES HEREBYCERTIFY:

      FIRST: That the Board of Directors of the Corporation, at a meeting of its
members,  filed with the minutes of the board, duly adopted  resolutions setting
forth  a  proposed  amendment  to  the  Amended  and  Restated   Certificate  of
Incorporation of the  Corporation,  declaring said amendment to be advisable and
calling a meeting  of the  stockholders  of the  Corporation  for  consideration
thereof. The resolution setting forth the proposed amendment is as follows:

            RESOLVED,  The text of Article Six of the Corporation's  Amended and
      Restated  Certificate  of  Incorporation  prior to the start of subsection
      6.A. PREFERRED STOCK will be deleted and replaced in its entirety with the
      following:

            "6.  The  total  number  of  shares  of  capital   stock  which  the
      Corporation  is  authorized  to issue is ninety five million  (95,000,000)
      shares, consisting of:

            (i) eighty five million  (85,000,000)  shares of common  stock,  par
      value $.001 per share ("Common Stock"); and

            (ii) ten million  (10,000,000)  shares of preferred stock, par value
      $.001 per share ("Preferred Stock").

            The  following  is a statement of the  designations  and the powers,
      privileges and rights, and the qualifications, limitations or restrictions
      thereof in respect of each class of capital stock of the Corporation."

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
an annual meeting of the  stockholders  of the  Corporation  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,  the  Corporation  has caused this  certificate to be
signed by John P.  Broderick,  its Chief  Financial  and  Operating  Officer and
Corporate Secretary, this 4th day of August, 2003.




                              /s/ John P. Broderick
                              --------------------------------------------------
                              By: John P. Broderick
                                  Chief  Financial  and  Operating  Officer,
                                  Corporate Secretary

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