EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                      BRILLIANT DIGITAL ENTERTAINMENT, INC.


     BRILLIANT DIGITAL ENTERTAINMENT, INC., a corporation organized and existing
under  the laws of the  State  of  Delaware  (the  "Corporation"),  DOES  HEREBY
CERTIFY:

     A. The name of the corporation is Brilliant Digital Entertainment, Inc. The
original  Certificate of Incorporation of B.I.I.  Holdings,  Inc. was filed with
the  Secretary of State of the State of Delaware on July 31, 1996. A Certificate
of  Amendment  of  Certificate  of  Incorporation   changing  the  name  of  the
Corporation to Brilliant Interactive, Inc. was filed with the Secretary of State
of the State of Delaware on August 6, 1996. An Amended and Restated  Certificate
of  Incorporation  was filed  with the  Secretary  of the State of  Delaware  on
September 13, 1996.

     B. This Amended and Restated  Certificate of Incorporation,  which restates
and  integrates  and does further  amend the  provisions of the  Certificate  of
Incorporation of the  Corporation,  has been duly adopted in accordance with the
provisions of Sections 242 and 245 of the General  Corporation  Law of the State
of Delaware by unanimous written consent of the stockholders given in accordance
with Section 228 of the General Corporation Law of the State of Delaware.

     C. The text of the Certificate of  Incorporation  as heretofore  amended or
supplemented  is hereby  restated and further amended to read in its entirety as
follows:

                                       I.

     The name of the Corporation is Brilliant Digital Entertainment, Inc.

                                       II.

     The address of the  registered  office of the  Corporation  in the State of
Delaware is 9 East Loockerman Street,  City of Dover,  County of Kent,  Delaware
l9901.  The name of its registered  agent at such address is National  Corporate
Research, Ltd.



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                                      III.

     The purpose of this  Corporation is to engage in any lawful act or activity
for which Corporations may be organized under the General Corporation Law of the
State of Delaware (the "Delaware Law").

                                       IV.

     This Corporation is authorized to issue two classes of shares,  designated,
respectively,  "Preferred  Stock" and "Common  Stock." Each class of stock shall
have a par value of $.001 per  share.  The number of shares of  Preferred  Stock
authorized  to be issued is  1,000,000  and the number of shares of Common Stock
authorized to be issued is 30,000,000.

     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  (a
"Preferred  Stock  Designation")  pursuant to the Delaware  Law, to fix or alter
from time to time the designation,  powers, preferences and rights of the shares
of each such series and the  qualifications,  limitations or restrictions of any
wholly  unissued series of Preferred  Stock,  and to establish from time to time
the  number  of  shares  constituting  any such  series  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
decreased in accordance  with the foregoing  sentence,  the shares  constituting
such decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

     Effective  September 13, 1996, each issued and outstanding  share of Common
Stock,  par value $0.001 per share,  is  reconstituted  and converted  into 4.42
shares of Common Stock, par value $0.001 per share.

                                       V.

     Except and to the extent  designated  with respect to the Preferred  Stock,
all rights to vote and all voting  power shall be vested in the Common Stock and
the holders  thereof  shall be entitled at all elections of directors to one (1)
vote per share.  Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called only by the Board of  Directors,  the Chairman
of the Board, the Chief Executive Officer or the President of the Corporation.


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                                       VI.

     The  directors  of the  Corporation  shall be divided  into three  classes,
designated  Class I, Class II and Class  III.  The term of the  initial  Class I
directors   shall   terminate  on  the  date  of  the  1997  annual  meeting  of
stockholders;  the term of the Class II directors shall terminate on the date of
the 1998 annual meeting of stockholders  and the term of the Class III directors
shall terminate on the date of the 1999 annual meeting of stockholders.  At each
annual  meeting of  stockholders  beginning in 1997,  successors to the class of
directors  whose term  expires at that  annual  meeting  shall be elected  for a
three-year term. If the number of directors is changed,  any increase or decease
shall be apportioned among the classes so as to maintain the number of directors
in each  class  as  nearly  equal as  reasonably  possible,  and any  additional
directors of any class elected to fill a vacancy  resulting  form an increase in
such class shall hold for a term that shall  coincide with the remaining term of
that class,  but in no case will a decrease in the number of  directors  shorten
the term of any  incumbent  directors.  A director  shall hold office  until the
annual  meeting for the year in which his term  expires and until his  successor
shall  be  elected  and  shall  qualify,   subject,  however,  to  prior  death,
resignation, retirement, disqualification or removal from office. Any vacancy on
the Board of Directors, however resulting, shall be filled only by a majority of
the directors then in office, even if less than a quorum, or by a sole remaining
director and not by the  stockholders.  Any  director  elected to fill a vacancy
shall hold office for a term that shall  coincide with the terms of the class to
which such director shall have been elected.

     Subject to the rights,  if any, of the holders of shares of Preferred Stock
then outstanding,  any or all of the directors of the Corporation may be removed
from office at any time, for cause only, by the affirmative  vote of the holders
of a majority of the outstanding shares of the Corporation then entitled to vote
generally  in the  election of the  directors,  considered  for purposes of this
Article VI. as one class.

     Notwithstanding  the  foregoing,  whenever  the  holders of any one or more
classes or series of Preferred  Stock issued by the  Corporation  shall have the
right,  voting separately by class or series, to elect directors at an annual or
special  meeting of  stockholders,  the  election,  term of  office,  filling of
vacancies  and other  features  of such  directorships  shall be governed by the
terms  of  this  Amended  and  Restated  Certificate  of  Incorporation  or  the
resolution  or  resolutions  adopted by the Board of  Directors  pursuant to the
second paragraph of Article IV applicable thereto, and such directors so elected
shall not be divided into classes  pursuant to this Article VI. unless expressly
provided by such terms.


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                                      VII.

     Elections of directors at an annual or special meeting of stockholders need
not be by written ballot unless the Bylaws of the  Corporation  shall  otherwise
provide.

     Any  action  required  or  permitted  to be taken at any  annual or special
meeting of stockholders  may be taken only upon the vote of the  stockholders at
an annual or special meeting duly noticed and called,  as provided in the Bylaws
of the Corporation,  and may not be taken by written consent of the stockholders
pursuant to the Delaware Law; PROVIDED, HOWEVER, if the Corporation has only one
stockholder,  then any action required or permitted to be taken at any annual or
special  meeting of  stockholders  may be taken by the  written  consent of such
stockholder.

                                      VIII.

     The  officers of the  Corporation  shall be chosen in such a manner,  shall
hold  their  offices  for such  terms  and shall  carry  out such  duties as are
determined  solely by the Board of Directors,  subject to the right of the Board
of  Directors  to remove  any  officer or  officers  at any time with or without
cause.

                                       IX.

     The  Corporation  shall  indemnify  to the  fullest  extent  authorized  or
permitted by law (as now or hereafter in effect) any person made,  or threatened
to be made, a defendant or witness to any action,  suit or  proceeding  (whether
civil or criminal or otherwise) by reason of the fact that she or he, her or his
testator or intestate, is or was a director,  officer,  employee or agent of the
Corporation  or by reason of the fact that any  person is or was  serving at the
request of the Corporation as a director,  officer, employee or agent of another
corporation,  partnership,  joint  venture,  trust,  employee  benefit  plan  or
enterprise.  Nothing contained herein shall affect any rights to indemnification
to which  employees other than directors and officers may be entitled by law. No
amendment  or repeal of this  paragraph of Article IX shall apply to or have any
effect on any right to  indemnification  provided  hereunder with respect to any
acts or omissions occurring prior to such amendment or repeal.

     No  director  of  the  Corporation   shall  be  personally  liable  to  the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director. Notwithstanding the foregoing sentence, a
director  shall be liable to the extent  provided by applicable  law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or  omissions  not in good  faith  or  which  involve  intentional
misconduct or a knowing  violation of law,  (iii) pursuant to Section 174 of the
Delaware Law, or (iv) for any  transaction  from which such director  derived an
improper  personal  benefit.  No  amendment  to or repeal of this  paragraph  of
Article  IX shall  apply to or have  any  effect  on the  liability  or  alleged
liability of any director of the  Corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.


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     In furtherance and not in limitation of the powers conferred by statute:

     (i) the  Corporation  may purchase and maintain  insurance on behalf of any
person  who  is  or  was a  director  or  officer,  employee  or  agent  of  the
Corporation,  or is serving at the  request of the  Corporation  as a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust,  employee benefit plan or other enterprise against any liability asserted
against him or her and incurred by him or her in any such  capacity,  or arising
out of his or her status as such,  whether or not the orporation  would have the
power to indemnify against such liability under the provisions of law; and

     (ii) the  Corporation  may create a trust fund,  grant a security  interest
and/or use other means (including, without limitation, letters of credit, surety
bonds  and/or  other  similar  arrangements),  as well as  enter  into  contract
providing  indemnification to the full extent authorized or permitted by law and
including as part thereof provisions with respect to any or all of the foregoing
to  ensure  the  payment  of such  amounts  as may  become  necessary  to effect
indemnification as provided therein, or elsewhere.

                                       X.

     In furtherance and not in limitation of the powers conferred by the laws of
the State of Delaware,  the Board of Directors of the corporation shall have the
sole  authority  to adopt,  repeal,  alter,  amend or rescind  the Bylaws of the
Corporation.

                                       XI.

     The  Corporation  reserves  the  right  to amend or  repeal  any  provision
contained in this Certificate of  Incorporation in the manner  prescribed by the
laws of the State of Delaware and all rights  conferred  upon  stockholders  are
granted subject to this reservation;  PROVIDED,  HOWEVER, that,  notwithstanding
any other provision of this Certificate of Incorporation or any provision of law
which might  otherwise  permit a lesser vote, but in addition to any vote of the
holders of any class or series thereof of the stock of this Corporation required
by law or by this  Certificate of  Incorporation,  the  affirmative  vote of the
holders  of at  least  66  2/3  percent  of the  combined  voting  power  of the
outstanding shares of stock of all classes and series thereof of the Corporation
entitled to vote  generally in the election of directors,  voting  together as a
single  class,  shall be  required  to  amend,  repeal  or adopt  any  provision
inconsistent  with (i) the second  sentence of Article V, (ii) Article VI, (iii)
the second paragraph of Article VII, (iv) Article X or (v) this Article XI.


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                                      XII.

     Mark Dyne and Kevin  Bermeister,  acting in their  capacity as officers and
directors of the Corporation shall not be required to present to the Corporation
corporate opportunities which such director wishes to present to another company
with which such director is affiliated;  PROVIDED, HOWEVER, that so long as Mark
Dyne and Kevin  Bermeister are directors and/or officers of the Corporation each
shall be required to present to the Corporation corporate  opportunities for the
development of any type of digital entertainment (a "Development  Venture") with
the exception of:

     (i) Opportunities for the investment in a Development Venture where (A) the
investment made by Mr. Dyne and Mr.  Bermeister,  individually or as a group, is
(x) in the form of a bona fide loan to the Development  Venture,  (y) a minority
equity  investment  in  the  Development   Venture,  or  (z)  acquisition  of  a
participatory  interest  in less  than 50% of the  revenues  of the  Development
Venture, and (B) does not provide to Mr. Dyne or Mr. Bermeister, individually or
as a group,  the power to elect a majority of the board of  directors or similar
governing body of the Development Venture; and

     (ii)  Opportunities  where Messrs Dyne and/or  Bermeister  accept rights to
publish,   republish  and/or  distribute  or  sell  the  digital   entertainment
product(s)  to be developed by the  Development  Venture  limited  solely to the
territories  of Australia,  New Zealand (and  surrounding  territories),  and/or
Southern Africa.


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     IN WITNESS WHEREOF,  the undersigned has executed this Amended and Restated
Certificate of Incorporation this 3rd day of October, 1996.



                           BRILLIANT DIGITAL ENTERTAINMENT, INC.



                           By:  /s/ Diana Maranon
                              -----------------------
                                    Diana Maranon
                           Its:     Secretary
                               ----------------------


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                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                      BRILLIANT DIGITAL ENTERTAINMENT, INC.

     The  undersigned,  Kevin  Bermeister,  the  President  and Chief  Executive
Officer,  of  Brilliant  Digital  Entertainment,  Inc.  (the  "Corporation"),  a
corporation organized and existing by virtue of the General Corporation Law (the
"GCL") of the State of Delaware,  does hereby certify pursuant to Section 103 of
the GCL as to the following:

     1. The name of the Corporation is Brilliant Digital Entertainment, Inc. The
original  Certificate of Incorporation  was filed with the Secretary of State of
the State of Delaware on July 31, 1996.

     2. The Board of  Directors of the  Corporation,  pursuant to Section 242 of
the GCL, adopted the following resolution:

     RESOLVED,  that the first  paragraph of ARTICLE IV, of the  Certificate  of
Incorporation is amended to read in its entirety as follows:

          "This  Corporation  is authorized to issue two classes of shares,
     designated,  respectively,  "Preferred Stock" and "Common Stock." Each
     class of stock shall have a par value of $0.001 per share.  The number
     of shares of Preferred Stock  authorized to be issued is 1,000,000 and
     the  number  of  shares of  Common  Stock  authorized  to be issued is
     150,000,000."

     3. The majority of the Stockholders of the Corporation, pursuant to Section
228 of the GCL, ratified the Amendment as set forth above.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Amendment of Amended and Restated  Certificate of  Incorporation  as of the 20th
day of February, 2002.



                           /s/  Kevin Bermeister
                           -------------------------------
                           Kevin Bermeister, President and
                           Chief Executive Officer



<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                      BRILLIANT DIGITAL ENTERTAINMENT, INC.


     The  undersigned,  Kevin  Bermeister,  the  President  and Chief  Executive
Officer,  of  Brilliant  Digital  Entertainment,  Inc.  (the  "Corporation"),  a
corporation organized and existing by virtue of the General Corporation Law (the
"GCL") of the State of Delaware,  does hereby certify pursuant to Section 103 of
the GCL as to the following:

     1. The name of the Corporation is Brilliant Digital Entertainment, Inc. The
original  Certificate of Incorporation  was filed with the Secretary of State of
the State of Delaware on July 31, 1996.

     2. The Board of  Directors of the  Corporation,  pursuant to Section 242 of
the GCL, adopted the following resolution:

     RESOLVED,  that the first  paragraph of ARTICLE IV, of the  Certificate  of
Incorporation is amended to read in its entirety as follows:

          "This  Corporation  is authorized to issue two classes of shares,
     designated,  respectively,  "Preferred Stock" and "Common Stock." Each
     class of stock shall have a par value of $0.001 per share.  The number
     of shares of Preferred Stock  authorized to be issued is 1,000,000 and
     the  number  of  shares of  Common  Stock  authorized  to be issued is
     250,000,000."

     3. Pursuant to resolution of the Board of Directors of the Corporation,  an
annual meeting of the  stockholders of the Corporation was duly called and held,
upon  notice in  accordance  with  Section  222 of the GCL at which  meeting the
necessary  number of shares as  required  by statute  were voted in favor of the
amendment.

     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Certificate  of
Amendment of Amended and Restated  Certificate of  Incorporation  as of the 20th
day of June, 2002.



                           /s/ Kevin Bermeister
                           -------------------------------
                           Kevin Bermeister, President and
                           Chief Executive Officer