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                                                                     EXHIBIT 3.1


             RESTATED CERTIFICATE OF INCORPORATION OF iVILLAGE INC.



iVillage Inc., a Delaware corporation, hereby certifies as follows:

         A. The name of the corporation is iVillage Inc. The corporation was
originally incorporated under the name i Village Inc. and the original
Certificate of Incorporation of the corporation was filed with the Secretary of
State of the State of Delaware on June 9, 1995.

         B. Pursuant to Section 245 of the General Corporation Law of the State
of Delaware, this Restated Certificate of Incorporation restates and integrates
and does not further amend the Restated Certificate of Incorporation as
heretofore amended. There is no discrepancy between provisions of the Restated
Certificate of Incorporation as heretofore amended and the provisions contained
in the text of the Restated Certificate of Incorporation set forth below.

         C. The text of the Restated Certificate of Incorporation is hereby
restated to read in its entirety as follows:

                                    ARTICLE I

         The name of this corporation is iVillage Inc.

                                   ARTICLE II

         The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such office is The Corporation Trust
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

         This corporation is authorized to issue two classes of stock to be
designated Common Stock and Preferred Stock. The total number of shares of
Common Stock which this corporation has authority to issue is 200,000,000 with
par value of $.01 per share. The total number of shares of Preferred Stock which
this corporation has authority to issue is 5,000,000 with a par value of $.01
per share.

         The shares of Preferred Stock shall be undesignated Preferred Stock and
may be issued from time to time in one or more series pursuant to a resolution
or resolutions providing for such issue duly adopted by the board of directors
(authority to do so being hereby expressly vested in the board). The board of
directors is further authorized to determine or alter the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock and to fix the number of shares of any series of
Preferred Stock and the designation of any such series of Preferred Stock. The
board of directors, within the limits and restrictions stated in any resolution
or resolutions of the board of directors originally fixing the number of shares
constituting any series, may increase or decrease (but not below the number of
shares in any such series then outstanding) the number of shares of any series
subsequent to the issue of shares of that series.

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         The authority of the board of directors with respect to each such class
or series shall include, without limitation of the foregoing, the right to
determine and fix:

                  i.    the distinctive designation of such class or series and
                        the number of shares to constitute such class or series;

                  ii.   the rate at which dividends on the shares of such class
                        or series shall be declared and paid, or set aside for
                        payment, whether dividends at the rate so determined
                        shall be cumulative or accruing, and whether the shares
                        of such class or series shall be entitled to any
                        participating or other dividends in addition to
                        dividends at the rate so determined, and if so, on what
                        terms;

                  iii.  the right or obligation, if any, of the Corporation to
                        redeem shares of the particular class or series of
                        Preferred Stock and, if redeemable, the price, terms and
                        manner of such redemption;

                  iv.   the special and relative rights and preferences, if any,
                        and the amount or amounts per share, which the shares of
                        such class or series of Preferred Stock shall be
                        entitled to receive upon any voluntary or involuntary
                        liquidation, dissolution or winding up of the
                        Corporation;

                  v.    the terms and conditions, if any, upon which shares of
                        such class or series shall be convertible into, or
                        exchangeable for, shares of capital stock of any other
                        class or series, including the price or prices or the
                        rate or rates of conversion or exchange and the terms of
                        adjustment, if any;

                  vi.   the obligation, if any, of the Corporation to retire,
                        redeem or purchase shares of such class or series
                        pursuant to a sinking fund or fund of a similar nature
                        or otherwise, and the terms and conditions of such
                        obligation;

                  vii.  voting rights, if any, on the issuance of additional
                        shares of such class or series or any shares of any
                        other class or series of Preferred Stock;

                  viii. limitations, if any, on the issuance of additional
                        shares of such class or series or any shares of any
                        other class or series of Preferred Stock; and

                  ix.   such other preferences, powers, qualifications, special
                        or relative rights and privileges thereof as the board
                        of directors of the Corporation, acting in accordance
                        with this Certificate of Incorporation, may deem
                        advisable and are not inconsistent with law and the
                        provisions of this Certificate of Incorporation.


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                                    ARTICLE V

         In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter, amend or
repeal the Bylaws of the corporation.

                                   ARTICLE VI

         The number of directors which constitute the whole Board of Directors
of the corporation shall be as specified in the Bylaws of the corporation.

                                   ARTICLE VII

         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 provisions 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 VIII

         Holders of stock of any class or series of the corporation shall not be
entitled to cumulate their votes for the election of directors or any other
matter submitted to a vote of the stockholders.

                                   ARTICLE IX

         No action shall be taken by the stockholders of the corporation except
at an annual or special meeting of the stockholders called in accordance with
the Bylaws and no action shall be taken by the stockholders by written consent.
The affirmative vote of sixty-six and two thirds percent (66 2/3%) of the then
outstanding voting securities of the corporation, voting together as a single
class, shall be required for the amendment, repeal or modification of the
provisions of Article VIII or IX of this Amended and Restated Certificate of
Incorporation or Sections 2.3, 2.5 and 3.2(b) of the corporation's Bylaws.

                                    ARTICLE X

         To the fullest extent permitted by the Delaware General Corporation
Law, 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. Neither any amendment nor repeal of this Article X nor the
adoption of any provision of this Certificate of Incorporation inconsistent with
this Article X, shall eliminate or reduce the effect of this Article X in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this Article X, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.


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                                   ARTICLE XI

1.   The corporation shall indemnify each of the corporation's directors and
     officers in each and every situation where, under Section 145 of the
     General Corporation Law of the State of Delaware, as amended from time to
     time ("Section 145"), the corporation is permitted or empowered to make
     such indemnification. The corporation may, in the sole discretion of the
     Board of Directors of the corporation, indemnify any other person who may
     be indemnified pursuant to Section 145 to the extent the Board of Directors
     deems advisable, as permitted by Section 145. The corporation shall
     promptly make or cause to be made any determination required to be made
     pursuant to Section 145.

2.   No person shall be personally liable to the corporation or its stockholders
     for monetary damages for breach of fiduciary duty as a director, provided,
     however, that the foregoing shall not eliminate or limit the liability of a
     director (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) under Section 174 of the General Corporation Law of the State of
     Delaware or (iv) for any transaction from which the director derived an
     improper personal benefit. If the General Corporation Law of the State of
     Delaware is subsequently amended to further eliminate or limit the
     liability of a director, then a director of the corporation, in addition to
     the circumstances in which a director is not personally liable as set forth
     in the preceding sentence, shall not be liable to the fullest extent
     permitted by the amended General Corporation Law of the State of Delaware.
     For purposes of this Article XI, "fiduciary duty as a director" shall
     include any fiduciary duty arising out of serving at the corporation's
     request as a director of another corporation, partnership, joint venture or
     other enterprise, and "personal liability to the corporation or its
     stockholders" shall include any liability to such other corporation,
     partnership, joint venture, trust or other enterprise, and any liability to
     the corporation in its capacity as a security holder, joint venturer,
     partner, beneficiary, creditor or investor of or in any such other
     corporation, partnership, joint venture, trust or other enterprise.

                                   ARTICLE XII

         Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the corporation.

                                  ARTICLE XIII

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

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         IN WITNESS WHEREOF, iVillage Inc. has caused this Restated Certificate
of Incorporation to be signed by Steven A. Elkes, its authorized officer, this
19th day of September, 2001.


                              By:   /s/ Steven A. Elkes
                                     ------------------------------------
                                       Steven A. Elkes
                                       Executive Vice President, Operations
                                       and Business Affairs and Secretary



ATTEST:



By:      /s/ Michael A. Gilbert
     ---------------------------------------
         Michael A. Gilbert
         Assistant Secretary