Exhibit 3.1  AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION  OF  WARNER MUSIC GROUP CORP.  Warner Music Group Corp., a corporation organized and
existing under the laws of the State of Delaware (hereinafter, the Corporation),
hereby certifies as follows:  FIRST:  The name
of the Corporation is Warner Music Group Corp. 
The original Certificate of Incorporation of the Corporation was filed
with the Secretary of State of the State of Delaware on November 21, 2003,
under the name WMG Parent Corp.  SECOND: This Amended and Restated Certificate of
Incorporation has been duly adopted by the board of directors of the
Corporation (the Board of Directors) and by the stockholders in
accordance with Section 242 and 245 of the Delaware General Corporation
Law and amends and restates the provisions of the existing Certificate of
Incorporation.  THIRD:  The text
of the Certificate of Incorporation of the Corporation is hereby amended and
restated in its entirety to read as follows:  ARTICLE I.
NAME  The name of the Corporation is Warner Music Group
Corp. (the Corporation).  ARTICLE II.
REGISTERED OFFICE  The registered office of the Corporation in the State
of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New
Castle County, Delaware 19801.  The name
of its registered agent at such address is The Corporation Trust Company.  ARTICLE III.
PURPOSE  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 the State of Delaware (the DGCL).  ARTICLE IV.
CAPITAL STOCK  A.The
total number of shares of capital stock that the Corporation has authority to
issue is 600,000,000shares,
consisting of (i) 500,000,000 shares of Common Stock, par value $0.001 per
share (Common Stock) and (ii) 100,000,000shares of Preferred Stock, par value
$0.001 per


share (Preferred Stock).  The Board of Directors is hereby expressly
authorized, by resolution or resolutions, to establish, out of the unissued
shares of Preferred Stock, one or more series of Preferred Stock and to
determine, with respect to each such series, the number of shares constituting
such series and the designation of such series, the voting powers (if any) of
the shares of such series, and the preferences and relative, participating,
optional or other special rights, if any, and any qualifications, limitations
or restrictions thereof, of the shares of such series.  The powers, preferences and relative, participating,
optional and other special rights of each series of Preferred Stock, and the
qualifications, limitations or restrictions thereof, if any, may differ from
those of any and all other series at any time outstanding.  B.The
number of authorized shares of any of the Common Stock or the Preferred Stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority in voting
power of the stock of the Corporation entitled to vote thereon irrespective of
the provisions of Section 242(b)(2) of the DGCL (or any successor
provision thereto), and no vote of the holders of any of the Common Stock or
the Preferred Stock voting separately as a class shall be required therefor.  C.Each
holder of record of Common Stock shall have one vote for each share of Common
Stock that is outstanding in his, her or its name on the books of the
Corporation and which is entitled to vote. 
In the election of directors, stockholders shall be entitled to cast for
any one candidate no greater number of votes than the number of shares held by
such stockholder; no stockholder shall be entitled to cumulate votes on behalf
of any candidate.  Except as otherwise
required by law, holders of record of Common Stock shall not be entitled to
vote on any amendment to this Amended and Restated Certificate of Incorporation
(including any certificate of designations relating to any series of Preferred
Stock) that relates solely to the terms of one or more outstanding series of
Preferred Stock if the holders of such affected series are entitled, either
separately or together with the holders of one or more other such series, to
vote thereon pursuant to this Amended and Restated Certificate of Incorporation
(including any certificate of designations relating to any series of Preferred
Stock) or pursuant to the DGCL.  D.Except
as otherwise required by law, holders of any series of Preferred Stock shall be
entitled only to such voting rights, if any, as shall be expressly granted
thereto by this Amended and Restated Certificate of Incorporation (including
any certificate of designations relating to such series).  E.Subject
to applicable law and rights, if any, of the holders of any outstanding shares
of Preferred Stock or any class or series of stock having a preference over or
the right to participate with the Common Stock with respect to the payment of
dividends, dividends may be declared and paid on the Common Stock at such times
and in such amounts as the Board of Directors in its discretion shall determine.  F.Upon
the dissolution, liquidation or winding up of the Corporation, subject to the
rights, if any, of the holders of any outstanding series of Preferred Stock or
any class or series of stock having a preference over or the right to
participate with the Common Stock with respect to the distribution of assets of
the Corporation upon such dissolution, liquidation or winding up of the Corporation,
the holders of Common Stock shall be entitled to receive the assets of the  2


Corporation available for distribution to its
stockholders in proportion to the number of shares held by them.  G.Holders
of Common Stock shall not have preemptive rights.  ARTICLE V.
BOARD OF DIRECTORS  A.The
business and affairs of the Corporation shall be managed by or under the
direction of the Board of Directors.  The
number of directors constituting the entire Board of Directors shall not be
less than three, the exact number of directors to be determined (subject to the
requirements of the Stockholders Agreement (as defined below)) from time to
time by resolution adopted by the affirmative vote of a majority of the Board
of Directors.  B.The
election of directors need not be by written ballot unless the bylaws of the
Corporation shall so require.  C.A
director shall hold office until his or her successor shall be elected and
qualified or until such directors earlier death, resignation, retirement or
removal from office.  D.Except
as otherwise provided in the Stockholders Agreement, any vacancy occurring in
the Board of Directors (including any vacancy that results from an increase in
the number of directors) shall be filled only by a majority of the directors
then in office, although less than a quorum, or by a sole remaining
director.  E.Except
as otherwise provided in the Stockholders Agreement, any or all directors of
the Corporation (other than the directors, if any, elected by the holders of
any series of Preferred Stock, voting separately as one or mores series, as the
case may be) may be removed at any time either with or without cause by the
affirmative vote of holders of at least a majority of the voting power of all
the then outstanding shares of stock of the Corporation entitled to vote
generally in the election of directors, voting as a single class; provided,
however, that if at any time the Investors (as defined below) no longer
are the beneficial owners, in the aggregate, of at least 40% of the voting
power of all the then outstanding shares of stock of the Corporation entitled
to vote generally in the election of directors, then any director or the entire
Board of Directors may be removed only by the affirmative vote of at least 75%
of the voting power of all the then outstanding shares of stock of the Corporation
entitled to vote generally in the election of directors, voting as a single
class.  F.For
purposes of this Amended and Restated Certificate of Incorporation, the beneficial
owner of shares shall be determined pursuant to Rule 13d-3 promulgated (or
any successor rule) under the Securities Exchange Act of 1934, as amended (the Exchange
Act).  ARTICLE VI.
ACTION BY STOCKHOLDERS  A.Any
action required or permitted to be taken at any annual or special meeting of
stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be  3


signed by the holders of outstanding stock of the Corporation
having not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in Delaware, its principal place of business,
or to an officer or agent of the Corporation having custody of the book in
which proceedings of meetings of stockholders are recorded; provided, however,
that if at any time the Investors no longer are the beneficial owners, in the
aggregate, of at least 40% of the voting power of all the then outstanding
shares of stock of the Corporation entitled to vote generally in the election
of directors, then any action required or permitted to be taken at any annual
or special meeting of stockholders of the Corporation must be effected at a
duly called annual or special meeting of such stockholders and may no longer be
effected by any consent in writing.  B.Except
as otherwise required by law and subject to the rights, if any, of the holders
of any series of Preferred Stock, special meetings of the stockholders of the
Corporation for any purpose or purposes may be called at any time by the
Chairman of the Board of Directors or the President or Secretary of the
Corporation, in each case pursuant to a resolution of the Board of Directors,
and special meetings of stockholders of the Corporation may not be called by
any other person or persons.  C.The
books of the Corporation may (subject to any statutory requirements) be kept
outside the State of Delaware as may be designated by the Board of Directors or
in the bylaws of the Corporation. 
Meetings of stockholders may be held within or outside the state of
Delaware, as the bylaws of the Corporation may provide.  ARTICLE VII.
CORPORATE OPPORTUNITIES  To the fullest extent
permitted from time to time under the DGCL, the Corporation renounces any
interest or expectancy of the Corporation in, or in being offered an
opportunity to participate in, business opportunities that are from time to
time presented to its officers, directors or stockholders or the affiliates of
the foregoing, other than those officers, directors, stockholders or affiliates
who are employees of the Corporation.  No
amendment to or repeal of this Article VII or of the relevant provisions
of the DGCL shall apply to or have any effect on the liability or alleged
liability of any such officer, director, stockholder or affiliate for or with
respect to any business opportunities of which such officer, director,
stockholder or affiliate becomes aware prior to such amendment or repeal.  ARTICLE VIII.
INDEMNIFICATION; LIMITATION OF LIABILITY  A.Except
to the extent that the DGCL prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty, no director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for any breach of fiduciary duty as a director.  No amendment to or repeal of this Article VIII
or of the relevant provisions of the DGCL 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.  4


B.The
Corporation shall indemnify, in a manner and to the fullest extent permitted by
the DGCL, each person who is or was a party to or subject to, or is threatened
to be made a party to or to be the subject of, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative in nature, by reason of the fact that he or she is or was, or
had agreed to become or is alleged to have been, a director, officer or employee
of the Corporation or is or was serving, or had agreed to serve or is alleged
to have served, at the request of or to further the interests of the
Corporation as a director, officer, employee, manager, partner or trustee of,
or in a similar capacity for, another corporation or any limited liability
company, partnership, joint venture, trust or other enterprise, including any
employee benefit plan of the Corporation or of any of its affiliates and any
charitable or not-for-profit enterprise (any such person being sometimes
referred to hereafter as an Indemnitee), or by reason of any action
taken or omitted or alleged to have been taken or omitted by an Indemnitee in
any such capacity, against, in the case of any action, suit or proceeding other
than an action or suit by or in the right of the Corporation, all expenses
(including court costs and attorneys fees) and amounts paid in settlement
actually and reasonably incurred by him or her or on his or her behalf and all
judgments, damages, fines, penalties and other liabilities actually sustained
by him or her in connection with such action, suit or proceeding and any appeal
therefrom and, in the case of an action or suit by or in the right of the
Corporation, against all expenses (including court costs and attorneys fees)
actually and reasonably incurred by him or her in connection with the defense
or settlement of such action or suit, if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his or her conduct was
unlawful; provided, however, that in an action or suit by or in
the right of the Corporation no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and then only to the extent that the Court of
Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of such
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the Court of
Chancery of Delaware or such other court shall deem proper.  The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Corporation and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful. 
With respect to service by an Indemnitee on behalf of any employee
benefit plan of the Corporation or any of its affiliates, action in good faith
and in a manner the Indemnitee reasonably believed to be in the interest of the
beneficiaries of the plan shall be considered to be in or not opposed to the
best interests of the Corporation.  The
Corporation shall indemnify an Indemnitee for expenses (including court costs
and attorneys fees) reasonably incurred by the Indemnitee in connection with a
proceeding successfully establishing his or her right to indemnification, in
whole or in part, pursuant to this Article VIII.  However, notwithstanding anything to the
contrary in this Article VIII, the Corporation shall not be required to
indemnify an Indemnitee against expenses incurred in connection with a
proceeding (or part thereof) initiated by the Indemnitee against the
Corporation or any other person who is an Indemnitee unless the initiation of
the proceeding was approved by the Board of Directors of the Corporation, which
approval shall not be unreasonably withheld.  5


C.Subject
to the provisions of the last sentence of Section B of this Article VIII,
the Corporation shall, in advance of the final disposition of the matter, pay
or promptly reimburse a director or officer for any expenses (including court
costs and attorneys fees) reasonably incurred by such director or officer in
investigating and defending or responding to any action, suit, proceeding or
investigation referred to in Section B of this Article VIII, and any
appeal therefrom; provided, however, that the payment of such
expenses incurred by a director or officer in advance of the final disposition
of such a matter shall be made only upon receipt of an undertaking by or on
behalf of the director or officer to repay all amounts so advanced if it shall
ultimately be determined that the director or officer is not entitled to be
indemnified by the Corporation against such expenses as provided by this Article VIII.  The Corporation shall accept such undertaking
without reference to the financial ability of the director or officer to make
such repayment.  D.The
right to indemnification and advancement of expenses provided by this Article VIII
shall continue as to any person who formerly was an officer, director or
employee of the Corporation in respect of acts or omissions occurring or
alleged to have occurred while he or she was an officer, director or employee
of the Corporation and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitees.  Unless otherwise required by the DGCL, the
burden of proving that the Indemnitee is not entitled to indemnification or
advancement of expenses under this Article VIII shall be on the
Corporation.  The Corporation may, by
provisions in its bylaws or by agreement with one or more Indemnitees,
establish procedures for the application of the foregoing provisions of this Article VIII.  The right of an Indemnitee to indemnification
or advances as granted by this Article VIII shall be a contractual
obligation of the Corporation and, as such, shall be enforceable by the
Indemnitee in any court of competent jurisdiction.  E.No
amendment to or repeal of this Article VIII or of the relevant provisions
of the DGCL or any other applicable laws shall affect or diminish in any way
the rights of any Indemnitee to indemnification under the provisions hereof
with respect to any action, suit, proceeding or investigation arising out of or
relating to any actions, transactions or facts occurring prior to the final
adoption of such amendment or repeal.  F.The
indemnification and advancement of expenses provided by this Article VIII
shall not be exclusive of any other rights to which an Indemnitee seeking indemnification
or advancement of expenses may be entitled under any law (common or statutory),
bylaw, agreement, vote of stockholders or action of the Board of Directors or
otherwise, both as to action in his or her official capacity and as to action
in any other capacity while holding office for the Corporation, and nothing
contained in this Article VIII shall be deemed to prohibit the Corporation
from entering into agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this Article VIII.  G.In
addition to indemnification by the Corporation of current and former officers,
directors and employees and advancement of expenses by the Corporation to
current and former officers and directors as permitted by the foregoing
provisions of this Article VIII, the Corporation may, in a manner and to
the fullest extent permitted by the DGCL, indemnify current and former agents
and other persons serving the Corporation and advance expenses to current and
former employees, agents and other persons serving the Corporation, in each
case as may be authorized  6


by the Board of Directors, and any rights to indemnity
or advancement of expenses granted to such persons may be equivalent to, or
greater or less than, those provided to directors, officers and employees by
this Article VIII.  H.The
Corporation may purchase and maintain insurance, at its expense, to protect
itself and any current or former director, officer, employee or agent of the
Corporation or of another corporation or a limited liability company,
partnership, joint venture, trust or other enterprise (including any employee
benefit plan) in which the Corporation has an interest against any expense, liability
or loss incurred by the Corporation or such person in his or her capacity as
such, or arising out of his or her status as such, whether or not the
Corporation would have the power to or is obligated to indemnify such person
against such expense, liability or loss.  ARTICLE IX.
SECTION 203  The Corporation expressly elects not to be governed by
Section 203 of the DGCL.  ARTICLE X.
DEFINITIONS  For purposes of this Amended and Restated Certificate
of Incorporation:  A.affiliate
shall have the same meaning given to that term under Rule 12b-2
promulgated under the Exchange Act.  B.associate
shall have the same meaning given to that term under Rule 12b-2
promulgated under the Exchange Act.  B.Change
of Control shall mean the occurrence of (i) any consolidation or
merger of the Corporation with or into any other corporation or other Person,
or any other corporate reorganization or transaction (including the acquisition
of capital stock of the Corporation), whether or not the Corporation is a party
thereto, in which the stockholders of the Corporation immediately prior to such
consolidation, merger, reorganization or transaction, own capital stock either
(x) representing directly, or indirectly through one or more entities, less
than 50% of the economic interests in or voting power of the Corporation or
other surviving entity immediately after such consolidation, merger,
reorganization or transaction or (y) that does not directly, or indirectly
through one or more entities, have the power to elect a majority of the entire
board of directors of the Corporation or other surviving entity immediately
after such consolidation, merger, reorganization or transaction; (ii) any
transaction or series of related transactions, whether or not the Corporation
is a party thereto, after giving effect to which in excess of 50% of the
Corporations voting power is owned by any Person and its affiliates or
associates, excluding (except with respect to a transaction or series of
related transactions in connection with which a drag along right provided for
in any stockholders agreement among the Corporation and a majority of its
stockholders is being exercised) the Investors; or (iii) a sale, lease or
other disposition of all or substantially all of the assets of the Corporation;
provided that (x) any consolidation or merger effected exclusively to
change the domicile of the Corporation or to form a holding company, in which
the stockholders of the Corporation immediately prior to such consolidation or
merger own capital stock representing economic interests and voting power with  7


respect to such redomiciled entity or holding company
in substantially the same proportions as their ownership of capital stock of
the Corporation, shall be excluded from clauses (i) and (ii) above
and (y) any bona fide primary or secondary public offering following the
occurrence of an initial public offering of the Common Stock shall be excluded
from clause (ii) above.  C.Investors
shall mean Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund V,
L.P., Thomas H. Lee Equity (Cayman) Fund V, L.P., Putnam Investments Holdings,
LLC, Putnam Investments Employees Securities Company I LLC, Putnam Investments
Employees Securities Company II LLC, 1997 Thomas H. Lee Nominee Trust, Thomas
H. Lee Investors Limited Partnership, THL WMG Equity Investors, L.P., Bain
Capital Partners Integral Investors, LLC, Bain Capital VII Coinvestment Fund,
LLC, BCIP TCV, LLC, Providence Equity Partners IV, L.P., Providence Equity
Operating Partners IV, L.P., Music Capital Partners, L.P., ALP Music Partners,
L.P. and their respective affiliates.  D.Person
shall mean any individual, partnership, corporation, association, trust, joint
venture, unincorporated organization or other entity.  E.Stockholders
Agreement shall mean the Stockholders Agreement, dated as of February 29,
2004, as amended from time to time, among the Corporation, WMG Holdings Corp.,
WMG Acquisition Corp., the Investors and the other parties thereto.  ARTICLE XI.
AMENDMENT  A.The
Corporation reserves the right to amend, alter, change or repeal any provision
contained in this Amended and Restated Certificate of Incorporation in the
manner now or hereafter prescribed by the DGCL, and all rights conferred upon
stockholders herein are granted subject to this reservation.  B.In
furtherance and not in limitation of the power conferred upon the Board of
Directors by law, the Board of Directors shall have power to adopt, amend or
repeal the bylaws of the Corporation.  8


IN WITNESS WHEREOF, the undersigned has caused this
Amended and Restated Certificate of Incorporation to be executed by Paul
Robinson, its Senior Vice President and Deputy General Counsel, this 10th day
of May, 2005.   WARNER MUSIC GROUP CORP.By:
  /s/ Paul RobinsonName: Paul RobinsonTitle: SVP & Deputy General Counsel