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                                                                    Exhibit 3.1

                 CORRECTED RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 i VILLAGE INC.


         i Village Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:

1.       An Amended and Restated Certificate of Incorporation was filed with the
         Secretary of State of the State of Delaware on March 24, 1999 which
         contains an inaccurate record of the corporate action taken therein,
         and said Certificate requires correction as permitted by subsection (f)
         of Section 103 of the General Corporation Law of the State of Delaware.

2.       The inaccuracies in said Certificate are as follows: (i) the document
         should have been entitled "Restated Certificate of Incorporation of i
         Village Inc." and (ii) the sequential numbering of the Articles in the
         Amended and Restated Certificate of Incorporation and cross references
         thereto were incorrect.

3.       Said Certificate is corrected to read in its entirety as follows:

             RESTATED CERTIFICATE OF INCORPORATION OF i VILLAGE INC.

                                    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

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Common Stock which this corporation has authority to issue is 65,000,000 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.

         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;
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         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.

                                    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

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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.

                                   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 venture, partner, beneficiary, creditor or investor of or in any
         such other corporation, partnership, joint venture, trust or other
         enterprise.

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                                   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 Corrected Restated
Certificate of Incorporation to be signed by Steven A. Elkes, its authorized
officer, this 27th day of June, 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

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                                                                  Exhibit  3.1.1



                           CERTIFICATE OF AMENDMENT OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                  IVILLAGE INC.


         The undersigned hereby certifies that:

         1. He is the duly elected and acting Secretary of iVillage Inc., a
Delaware corporation.

         2. The Certificate of Incorporation of this corporation was originally
filed with the Secretary of State of Delaware on June 9, 1995. An Amended and
Restated Certificate of Incorporation was filed with the Secretary of State of
Delaware on March 24, 1999.

         3. Pursuant to Section 242 of the General Corporation Law of the State
of Delaware, this Certificate of Amendment of Amended and Restated Certificate
of Incorporation amends the first paragraph of Article IV of this corporation's
Amended and Restated Certificate of Incorporation to read in its entirety as
follows:

                                   "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."

         4. The foregoing Certificate of Amendment has been duly adopted by this
corporation's Board of Directors and stockholders in accordance with the
applicable provisions of Sections 211 and 242 of the General Corporation Law of
the State of Delaware.


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         Executed in New York, New York on June 15, 2001.


                                                  /s/ Steven A. Elkes
                                                  ---------------------------
                                                  Steven A. Elkes, Secretary