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.

                                      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").


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                                       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.

                                       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


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<PAGE>


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.

                                      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


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<PAGE>


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.

         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 Corporation 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


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<PAGE>


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.

                                      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.

         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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<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 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


<PAGE>


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


         The undersigned,  Tyler Tarr, Chief Financial Officer and Secretary, of
Brilliant  Digital  Entertainment,   Inc.  (the  "Corporation"),  a  corporation
organized and existing by virtue of the General  Corporation Law of the State of
Delaware (the "GCL"),  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 Delaware on July 31, 1996.

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

         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 $.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 350,000,000."

         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 11th
day of October, 2004.


                                                /S/ TYLER TARR
                                                -------------------------------
                                                Tyler Tarr, Chief Financial
                                                Officer and Secretary