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                                                                     EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              HEARST HOMEARTS, INC.


     ALFRED C. SIKES AND JODIE W. KING do hereby certify:

     ONE: They are the President and Secretary of Hearst HomeArts, Inc., a
corporation organized and existing under the laws of the State of Delaware,
respectively.

     TWO: The original name of this corporation is Hearst HomeArts, Inc. and the
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on January 25, 1999.

     THREE: The Certificate of Incorporation of this corporation is hereby
amended and restated as follows:

                                       I.

     The name of the Corporation is Women.com Networks, Inc. (the "Corporation"
or the "Company").

                                      II.

     The address of the Corporation's registered office in the State of Delaware
is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of the registered agent at such address is the
Corporation Trust Company.

                                      III.

     The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
the State of Delaware.

                                      IV.

     A.   This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the Corporation is authorized to issue is Two Hundred Million
(200,000,000) shares, One Hundred Ninety Five Million (195,000,000) shares of
which shall be Common Stock, each having a par value of one tenth of one cent
($0.001) (the "Common Stock") and Five Million (5,000,000) shares of which shall
be Preferred Stock, each having a par value of one tenth of one cent ($0.001)
(the "Preferred Stock").

     B.   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 General Corporation 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


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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.

                                       V.

     A.   For the management of the business and for the conduct of the affairs
of the Corporation, and in further definition, limitation and regulation of the
powers of the Corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:

          1.   The management of the business and the conduct of the affairs of
the Corporation shall be vested in its Board of Directors. The number of
directors which shall constitute the whole Board of Directors shall be fixed
exclusively by one or more resolutions adopted by the Board of Directors.

          2.   Board of Directors.

               a.   Subject to the rights of the holders of any series of
Preferred Stock to elect additional directors under specified circumstances,
following the closing of the initial public offering pursuant to an effective
registration statement under the Securities Act of 1933, as amended (the "1933
Act"), covering the offer and sale of Common Stock to the public (the "Initial
Public Offering"), the directors shall be divided into three classes designated
as Class I, Class II and Class III, respectively. Directors shall be assigned to
each class in accordance with a resolution or resolutions adopted by the Board
of Directors. At the first annual meeting of stockholders following the closing
of the Initial Public Offering, the term of office of the Class I directors
shall expire and Class I directors shall be elected for a full term of three
years. At the second annual meeting of stockholders following the Initial Public
Offering, the term of office of the Class II directors shall expire and Class II
directors shall be elected for a full term of three years. At the third annual
meeting of stockholders following the Initial Public Offering, the term of
office of the Class III directors shall expire and Class III directors shall be
elected for a full term of three years. At each succeeding annual meeting of
stockholders, directors shall be elected for a full term of three years to
succeed the directors of the class whose terms expire at such annual meeting.
During such time or times that the Corporation is subject to Section 2115(b) of
the California General Corporation Law ("CGCL"), this Section A.2(a) of this
Article V shall become effective and be applicable only when the Corporation is
a "listed" corporation within the meaning of Section 301.5 of the CGCL.

               b.   In the event that the Corporation (i) is subject to Section
2115(b) of the CGCL and (ii) is not a "listed" corporation or ceases to be a
"listed" corporation under Section 301.5 of the CGCL, Section A. 2(a) of this
Article V shall not apply and all directors shall be shall be elected at each
annual meeting of stockholders to hold office until the next annual meeting.

               c.   No person entitled to vote at an election for directors may
cumulate votes to which such person is entitled, unless, at the time of such
election, the Corporation (i) is subject to Section 2115(b) of the CGCL and (ii)
is not a "listed" corporation or ceases to be a "listed" corporation under
Section 301.5 of the CGCL. During this time, every stockholder entitled to vote
at an election for directors may cumulate such stockholder's votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which such stockholder's shares are
otherwise entitled, or distribute the stockholder's votes on the same principle
among as many candidates as such stockholder thinks fit. No stockholder,
however, shall be entitled to so cumulate such stockholder's votes unless (i)
the names of such candidate or candidates have been placed in nomination prior
to the voting and (ii) the stockholder has given notice at the meeting, prior to
the


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voting, of such stockholder's intention to cumulate such stockholder's votes. If
any stockholder has given proper notice to cumulate votes, all stockholders may
cumulate their votes for any candidates who have been properly placed in
nomination. Under cumulative voting, the candidates receiving the highest number
of votes, up to the number of directors to be elected, are elected.

               d.   Notwithstanding the foregoing provisions of this section,
each director shall serve until his successor is duly elected and qualified or
until his death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

          3.   Removal of Directors.

               a.   During such time or times that the Corporation is subject to
Section 2115(b) of the CGCL, the Board of Directors or any individual director
may be removed from office at any time without cause by the affirmative vote of
the holders of at least a majority of the outstanding shares entitled to vote on
such removal; provided, however, that unless the entire Board is removed, no
individual director may be removed when the votes cast against such director's
removal, or not consenting in writing to such removal, would be sufficient to
elect that director if voted cumulatively at an election which the same total
number of votes were cast (or, if such action is taken by written consent, all
shares entitled to vote were voted) and the entire number of directors
authorized at the time of such director's most recent election were then being
elected.

               b.   At any time or times that the Corporation is not subject to
Section 2115(b) of the CGCL and subject to any limitations imposed by law,
Section A. 3(a) above shall no longer apply and removal shall be as provided in
Section 141(k) of the Delaware General Corporation Law.

          4.   Vacancies.

               a.   Subject to the rights of the holders of any series of
Preferred Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by the stockholders, except as
otherwise provided by law, be filled only by the affirmative vote of a majority
of the directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified.

               b.   If at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole board (as constituted immediately prior to any such increase), then
the Delaware Court of Chancery may, upon application of any stockholder or
stockholders holding at least ten percent (10%) of the total number of shares at
the time outstanding having the right to vote for such directors, summarily
order the election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
offices as aforesaid, which election shall be governed by Section 211 of the
Delaware General Corporation Law.


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               c.   At any time or times that the Corporation is subject to
Section 2115(b) of the CGCL, if, after the filing of any vacancy by the
directors then in office who have been elected by stockholders shall constitute
less than a majority of the directors then in office, then

                    (i)  Any holder or holders of an aggregate of five percent
(5%) or more of the total number of shares at the time outstanding having the
right to vote for those directors may call a special meeting of stockholders; or

                    (ii) The Superior Court of the proper county shall, upon
application of such stockholder or stockholders, summarily order a special
meeting of stockholders, to be held to elect the entire board, all in accordance
with Section 305(c) of the CGCL. The term of office of any director shall
terminate upon that election of a successor.

     B.

          1.   Subject to paragraph (h) of Section 43 of the Bylaws, except for
Sections 6, 13, 15, 17, 18, 20, and 45, which may only be amended by the
affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the
voting power of all the then-outstanding shares of the voting stock of the
Corporation entitled to vote, the Bylaws may be altered or amended or new Bylaws
adopted by the affirmative vote of at least a majority of the voting power of
all of the then-outstanding shares of the voting stock of the Corporation
entitled to vote. The Board of Directors shall also have the power to adopt,
amend or repeal Bylaws.

          2.   The directors of the Corporation need not be elected by written
ballot unless the Bylaws so provide.

          3.   No action shall be taken by the stockholders of the Corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws or by written consent of the stockholders in accordance with the
Bylaws prior to the closing of the Corporation's Initial Public Offering and
following the closing of the Initial Public Offering no action shall be taken by
the stockholders by written consent.

          4.   Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.

                                      VI.

     A.   The liability of the directors for monetary damages shall be
eliminated to the fullest extent under applicable law.

     B.   The Corporation is authorized to provide indemnification of agents (as
defined in Section 317 of the CGCL) for breach of duty to the Corporation and
its stockholders through bylaw provisions or through agreements with agents, or
through stockholder resolutions, or otherwise, in excess of the indemnification
otherwise permitted by Section 317 of the CGCL, subject, at any time or times
the Corporation is subject to Section 2115(b) to the limits on such excess
indemnification set forth in Section 204 of the CGCL.


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     C.   Any repeal or modification of this Article VI shall be prospective and
shall not affect the rights under this Article VI in effect at the time of the
alleged occurrence of any act or omission to act giving rise to liability or
indemnification.

                                      VII.

     A.   The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, except as provided in paragraph
B. of this Article VII, and all rights conferred upon the stockholders herein
are granted subject to this reservation.

     B.   Notwithstanding any other provisions of this Restated Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the voting stock required by law, this Restated
Certificate of Incorporation or any Preferred Stock Designation, the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the voting power of all of the then-outstanding shares of the Voting Stock,
voting together as a single class, shall be required to alter, amend or repeal
Articles V, VI and VII.

     The foregoing Restated Certificate of Incorporation has been duly approved
by the Board of Directors.

     The foregoing Restated Certificate of Incorporation has been duly approved
by the vote of the stockholders in accordance with Sections 242 and 245 of the
Delaware General Corporation Law. The number of shares voting in favor of the
amendment equaled or exceeded the vote required.


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     IN WITNESS WHEREOF, the undersigned has signed this certificate this 4th
day of August, 1999, and hereby affirms and acknowledges under penalty of
perjury that the filing of this Restated Certificate of Incorporation is the act
and deed of Hearst HomeArts, Inc.

                                        HEARST HOMEARTS, INC.



                                        By: /s/ Alfred C. Sikes
                                           -------------------------------------
                                            Alfred C. Sikes
                                            President


                                        By: /s/ Jodie W. King
                                           -------------------------------------
                                            Jodie W. King
                                            Secretary



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