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                                                                     EXHIBIT 3.1

                        CERTIFICATE OF AMENDMENT OF THE
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              DIGITAL ISLAND, INC.

          The undersigned Ruann F. Ernst and Howard Lasky, hereby certify that:

          ONE:  They are the duly elected and acting President and Secretary,
respectively, of Digital Island, Inc., a Delaware corporation (the
"Corporation").

          TWO:  The Certificate of Incorporation of the Corporation was
originally filed in the Office of the Secretary of State of the State of
Delaware on March 31, 1999.  The Amended and Restated Certificate of
Incorporation of the Corporation filed in the Office of the Secretary of State
of the State of Delaware on July 2, 1999 shall be amended as set forth in this
Certificate of Amendment.

          THREE:  Article IV of the Amended and Restated Certificate of
Incorporation of the Corporation shall be amended by deleting it in its entirety
and substituting the following therefore:

          "The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock."  The total
number of shares that the Corporation is authorized to issue is Two Hundred Ten
Million (210,000,000).  Two Hundred Million (200,000,000) shares shall be Common
Stock, par value $0.001 per share, and Ten Million (10,000,000) shares shall be
Preferred Stock, par value $0.001 per share.

          The Preferred Stock may be issued from time to time in one or more
series, without further stockholder approval.  The Board of Directors of the
Corporation is hereby authorized to fix or alter the rights, preferences,
privileges and restrictions granted to or imposed upon each series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or of any of them.  The rights, privileges, preferences and
restrictions of any such additional series may be subordinated to, pari passu
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with (including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote), or senior to any of those of any present or future class or series of
Preferred Stock or Common Stock.  The Board of Directors is also authorized to
increase or decrease the number of shares of any series prior or subsequent to
the issue 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 so decreased,
the shares constituting such decrease shall resume the status which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series."
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          FOUR: This amendment of the Amended and Restated Certificate of
Incorporation herein certified has been duly adopted in accordance with the
provisions of Sections 228 and 242 of the General Corporation law of the State
of Delaware.

The undersigned further declare under penalty of perjury that the matters set
forth in this Certificate of Amendment are true and correct of their own
knowledge.

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          IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Amendment at San Francisco, California, on this 12th day of April, 2001.


                              /s/ Ruann F. Ernst
                              ------------------
                              Ruann F. Ernst, President

                              /s/ Howard Lasky
                              ----------------
                              Howard Lasky, Secretary

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