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                                                                     EXHIBIT 3.1
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                REDENVELOPE, INC

         The undersigned, Alison L. May and Eric C. Wong, hereby certify that:

         1.       They are the duly elected and acting President and Secretary,
respectively, of RedEnvelope, Inc., a Delaware corporation.

         2.       The Certificate of Incorporation of this corporation was
originally filed with the Secretary of State of Delaware on October 21, 1998
under the name 911Gifts, Inc.

         3.       The Certificate of Incorporation of this corporation shall be
amended and restated to read in full as follows:

                                   "ARTICLE I

         The name of this corporation is RedEnvelope, Inc. (the "Corporation").

                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County
of New Castle. The name of its registered agent at such address is Corporation
Service Company.

                                   ARTICLE III

         The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.

                                   ARTICLE IV

         (A)      The 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 102,000,000
shares, each with a par value of $0.01 per share. 100,000,000 shares shall be
Common Stock and 2,000,000 shares shall be Preferred Stock.

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         (B)      The Preferred Stock may be issued from time to time in one or
more series. The Board of Directors is hereby authorized, by filing a
certificate pursuant to the applicable law of the state of Delaware and within
the limitations and restrictions stated in this Certificate of Incorporation, to
determine or alter the rights, preferences, privileges and restrictions granted
to or imposed upon any wholly unissued series of Preferred Stock and the number
of shares constituting any such series and the designation thereof, or any of
them; and to increase or decrease the number of shares of any series subsequent
to the issuance of shares of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be so decreased, the shares constituting such decrease shall resume the status
which they had prior to the adoption of the resolution originally fixing the
number of shares of such series.

                                    ARTICLE V

         The number of directors of the Corporation shall be fixed from time to
time by a bylaw or amendment thereof duly adopted by the Board of Directors.

                                   ARTICLE VI

         In the election of directors, each holder of shares of any class or
series of capital stock of the Corporation shall be entitled to one vote for
each share held. No stockholder will be permitted to cumulate votes at any
election of directors.

                                   ARTICLE VII

         If at any time this Corporation shall have a class of stock registered
pursuant to the provisions of the Securities Exchange Act of 1934, as amended,
for so long as such class is so registered, any action by the stockholders of
such class must be taken at an annual or special meeting of stockholders, upon
due notice and in accordance with the provisions of the Bylaws of this
Corporation, and may not be taken by written consent.

                                  ARTICLE VIII

         The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

                                   ARTICLE IX

         (A)      Except as otherwise provided in the Bylaws, the Bylaws may be
altered or amended or new Bylaws adopted by the affirmative vote of at least 66
2/3% of the voting power of all of the then-outstanding shares of the voting
stock of the Corporation entitled to vote. The Board of Directors of the
Corporation is expressly authorized to adopt, amend or repeal Bylaws.

         (B)      The directors of the Corporation need not be elected by
written ballot unless the Bylaws so provide.

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         (C)      Advance notice of stockholder nominations for the election of
directors or of business to be brought by the stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws.

                                    ARTICLE X

         Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the bylaws of the Corporation.

                                   ARTICLE XI

         The Corporation shall have perpetual existence.

                                   ARTICLE XII

         (A)      To the fullest extent permitted by the General Corporation Law
of Delaware, as the same may be amended from time to time, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director. If
the General Corporation Law of Delaware is hereafter amended to authorize, with
the approval of a corporation's stockholders, further reductions in the
liability of a corporation's directors for breach of fiduciary duty, then a
director of the Corporation shall not be liable for any such breach to the
fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

         (B)      Any repeal or modification of the foregoing provisions of this
Article XII shall not adversely affect any right or protection of a director of
the Corporation with respect to any acts or omissions of such director occurring
prior to such repeal or modification.

                                  ARTICLE XIII

         (A)      To the fullest extent permitted by applicable law, the
Corporation is also authorized to provide indemnification of (and advancement of
expenses to) such agents (and any other persons to which Delaware law permits
the Corporation to provide indemnification) through Bylaw provisions, agreements
with such agents or other persons, vote of stockholders or disinterested
directors or otherwise, in excess of the indemnification and advancement
otherwise permitted by Section 145 of the General Corporation Law of Delaware,
subject only to limits created by applicable Delaware law (statutory or
non-statutory), with respect to actions for breach of duty to a corporation, its
stockholders, and others.

         (B)      Any repeal or modification of any of the foregoing provisions
of this Article XIII shall not adversely affect any right or protection of a
director, officer, agent or other person existing at the time of, or increase
the liability of any director of the Corporation with respect to any acts or
omissions of such director, officer or agent occurring prior to such repeal or
modification."

                                      * * *

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         The foregoing Amended and Restated Certificate of Incorporation has
been duly adopted by this Corporation's Board of Directors and stockholders in
accordance with the applicable provisions of Section 228, 242 and 245 of the
General Corporation Law of the State of Delaware.

         Executed at San Francisco, on the 30th day of September, 2003.

                                                        /s/ ALISON L. MAY
                                                        ________________________
                                                        Alison L. May, President

                                                        /s/ ERIC C. WONG
                                                        ________________________
                                                        Eric C. Wong, Secretary

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