Exhibit 3.1

CERTIFICATE OF AMENDMENT    OF    THE CERTIFICATE OF INCORPORATION    OF    24/7 MEDIA, INC.

24/7 Media, Inc., a Delaware corporation (the 'Corporation'), hereby certifies as follows:

FIRST:At a duly held meeting, the board of directors of the Corporation adopted resolutions proposing and declaring it
advisable that the Certificate of Incorporation of the Corporation be amended as follows:





SECOND:The stockholders of the Corporation have duly adopted the foregoing amendment at a Special Meeting of the
Stockholders duly called and held on June 27, 2000, in accordance with the provisions of the Section 222 of the General Corporation Law of Delaware.

THIRD:Such amendment to the Certificate of Incorporation was duly adopted in accordance with the applicable provisions of
Sections 222 and 242 of the General Corporation Law of Delaware.

FOURTH:Such amendment to the Certificate of Incorporation shall be effective on and as of the date of filling of this
Certificate of Amendment with the office of the Secretary of State of the State of Delaware.

IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed in its name by Mark Moran, its Senior Vice President and General Counsel, and attested to by
Megan Hurley, its Vice President and Associate General Counsel, this 28th day of June, 2000, and the statements contained herein are affirmed as true under penalties of perjury.

| |  | 24/7 MEDIA, INC.
| |  | ----------------
| |  | By:             
| |  |                 
| |  |                 

|ATTEST: |                 |                                             
|------- | --------------- | --------------------------------------------
|By:     | /s/MEGAN HURLEY |                                             
|        | Name:           | Megan Hurley                                
|        | Title:          | Vice President and
Associate General Counsel

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CERTIFICATE OF OWNERSHIP AND MERGER        OF        24/7 REAL MEDIA, INC.        (a Delaware corporation)        WITH AND INTO    
 24/7 MEDIA, INC.        (a Delaware corporation)

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Pursuant
to Section 253 of the
General Corporation Law
of the State of Delaware

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24/7
Media, Inc., a corporation organized and existing under the laws of Delaware (the "Corporation"), does hereby certify:

FIRST:    That
the Corporation owns all of the outstanding shares of each class of stock of 24/7 Real Media, Inc., a Delaware corporation incorporated on the
6th day of November, 2001, pursuant to the Delaware General Corporation Law.

SECOND:    That
the Corporation, by the following resolutions of its Board of Directors, duly adopted on November 6, 2001, determined to and did merge into itself said
24/7 Real Media, Inc., by the adoption thereof:



[End
of Text]

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[Execution
Page]

IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed by its duly authorized officer, this 8th day of November, 2001.

| |  |                  |                                           
| |  | ---------------- | ------------------------------------------
| |  | 24/7 MEDIA, INC.
| |  | By:              | /s/MARK E. MORAN                          
| |  |                  | Name: Mark E. Moran                       
| |  |                  | Title: Senior Vice President And Secretary

2

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CERTIFICATE OF INCREASE    OF    SERIES A CONVERTIBLE PREFERRED STOCK    OF    24/7 REAL MEDIA, INC.

(Pursuant
to Section 151 of the General Corporation Law of the State of Delaware)

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24/7
Real Media, Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of
Section 151(g) thereof, DOES HEREBY CERTIFY:

That
pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Company, the Board of Directors of the Company has adopted the following
resolution increasing the number of shares of Series A Convertible Preferred Stock of the Company:



IN
WITNESS WHEREOF, the Company has caused this Certificate of Increase to be executed by its duly authorized officer on this 12th day of September, 2002.

| |  | 24/7 REAL MEDIA, INC.
| |  | ---------------------
| |  | By:                  

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CERTIFICATE OF INCREASE    OF    SERIES C CONVERTIBLE PREFERRED STOCK    OF    24/7 REAL MEDIA, INC.

(Pursuant
to Section 151 of the General Corporation Law of the State of Delaware)

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24/7
Real Media, Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of
Section 151(g) thereof, DOES HEREBY CERTIFY:

That
pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Company, the Board of Directors of the Company has adopted the following
resolution increasing the number of shares of Series C Convertible Preferred Stock of the Company:



IN
WITNESS WHEREOF, the Company has caused this Certificate of Increase to be executed by its duly authorized officer on this 4th day of June, 2003.

| |  | 24/7 REAL MEDIA, INC.
| |  | ---------------------
| |  | By:                  

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CERTIFICATE OF INCREASE    OF    SERIES C-1 CONVERTIBLE PREFERRED STOCK    OF    24/7 REAL MEDIA, INC.

(Pursuant
to Section 151 of the General Corporation Law of the State of Delaware)

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24/7
Real Media, Inc. (the "Company"), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of
Section 151(g) thereof, DOES HEREBY CERTIFY:

That
pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation of the Company, the Board of Directors of the Company has adopted the following
resolution increasing the number of shares of Series C-1 Convertible Preferred Stock of the Company:



IN
WITNESS WHEREOF, the Company has caused this Certificate of Increase to be executed by its duly authorized officer on this 4th day of June, 2003.

| |  | 24/7 REAL MEDIA, INC.
| |  | ---------------------
| |  | By:                  

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CERTIFICATE OF AMENDMENT OF RESTATED  CERTIFICATE OF INCORPORATION OF  24/7 REAL MEDIA, INC.  (A DELAWARE CORPORATION)

24/7
Real Media, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

FIRST:
At a duly held meeting, the board of directors adopted resolutions proposing and declaring it advisable that the Certificate of Incorporation of the Corporation be amended as follows:



SECOND:
The stockholders of the Corporation have duly adopted the foregoing amendment at a Special Meeting of the Stockholders duly called and held on July 29, 2003, in accordance with the
provisions of the Section 222 of the General Corporation Law of Delaware.

THIRD:
Such amendment to the Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Sections 222 and 242 of the General Corporation Law of Delaware.

FOURTH:
Such amendment to the Certificate of Incorporation shall be effective on and as of the date of filing of this Certificate of Amendment with the office of the Secretary of State of the State of
Delaware.

IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed in its name by its authorized officer, and attested to by its Secretary, this day of            ,
2003.

| |  | 24/7 REAL MEDIA, INC.
| |  | ---------------------
| |  | By:                  

|Attest: |  |                                        
|------- |  | ---------------------------------------
|By:     |  | /s/MARK E. MORANMark E. Moran
Secretary

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CERTIFICATE OF AMENDMENT OF RESTATED  CERTIFICATE OF INCORPORATION OF  24/7 REAL MEDIA, INC.  (A DELAWARE CORPORATION)

24/7 Real Media, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

FIRST:
ARTICLE FOURTH of the Restated Certificate of Incorporation of the Corporation is hereby amended to add the following paragraph at the end of ARTICLE FOURTH:

"Effective
at 11:59 p.m. Eastern Standard Time on the date of filing of this Certificate of Amendment to the Certificate of Incorporation of this Corporation with the Secretary of
the State of Delaware, every five outstanding shares of Common Stock of the Corporation shall be combined into and automatically become one outstanding share of Common Stock of the Corporation. The
number of authorized shares of the Corporation, and the par value of the Common Stock of the Corporation, shall remain as set forth in this Certificate of Incorporation. No scrip or fractional shares
will be issued by reason of this amendment. A holder otherwise entitled to receive a fractional share as a result of such combination shall receive instead one validly issued, fully paid and
nonassessable share of Common Stock of the Corporation as of the effective date of the foregoing combination."

SECOND:
The foregoing amendments to the Restated Certificate of Incorporation of the Corporation were duly adopted and approved in accordance with Section 242 of the General
Corporation Law of the State of Delaware.

IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer and attested by its Secretary this 26th day of
February, 2004.

| |  | 24/7 REAL MEDIA, INC.
| |  | ---------------------
| |  | By:                  

|Attest: |                                         | 
|------- | --------------------------------------- | 
|By:     | /s/MARK E. MORANMark E. Moran Secretary | 

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