Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PROXICOM, INC.

Proxicom, Inc., a corporation organized and existing under the laws of the
State of Delaware (the Corporation), hereby certifies as follows:

FIRST:   Pursuant to Sections 141 and 242 of the General Corporation Law of
the State of Delaware (the DGCL) and in accordance with the Amended and
Restated Certificate of Incorporation and the Amended and Restated Bylaws of
the Corporation, the Board of Directors of the Corporation, by a Unanimous
Written Consent dated January 24, 2001, adopted resolutions proposing and
declaring advisable and in the best interests of the Corporation an amendment
to the Amended and Restated Certificate of Incorporation so that, as amended,
Section 4.1 therein shall read in its entirety as follows:



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| | Section 4.1  Authorized Shares



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| | The total number of shares of all classes of stock that the
Corporation shall have the authority to issue is two hundred ten
million (210,000,000), of which two hundred million (200,000,000)
of such shares shall be common stock, having a par value of $.01
per share (Common Stock), and ten million (10,000,000) of such
shares shall be preferred stock, having a par value of $.01 per
share (Preferred Stock).

SECOND:   Pursuant to Section 242 of the DGCL and in accordance with the
Amended and Restated Bylaws of the Corporation, the foregoing amendment to the
Amended and Restated Certificate of Incorporation was approved at the
Corporations annual meeting of stockholders held on March 29, 2001 by the
holders of at least a majority of the outstanding shares of common stock of the
Corporation.

THIRD:   The foregoing amendment to the Amended and Restated Certificate of
Incorporation was duly adopted and approved in accordance with the requirements
of Sections 141 and 242 of the DGCL.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be executed by its duly authorized officer, as of the 12th day of
April, 2001.

| |  |                           |  |                            
| |  | ------------------------- |  | ---------------------------
| |  | Proxicom, Inc.           
|
| |  | By: /s/ Kenneth J. Tarpey |  |                            
| |  |                           |  |                            
| |  | Name:                     |  | Kenneth J. Tarpey          
| |  | Title:                    |  | Executive Vice President,  
| |  |                           |  | Chief Financial Officer and
| |  |                           |  | Treasurer                  

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AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

PROXICOM, INC.

Article 1.    NAME

The name of this corporation is Proxicom, Inc. (the Corporation).

Article 2.    REGISTERED OFFICE AND AGENT

The registered office of the Corporation in the State of Delaware shall be
located at 1013 Centre Road, in the City of Wilmington, County of New Castle
19805. The registered agent of the Corporation at such address shall be
Corporation Service Company.

Article 3.    PURPOSE AND POWERS

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 the
State of Delaware (the

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Delaware General Corporation Law). The Corporation
shall have all power necessary or convenient to the conduct, promotion or
attainment of such acts and activities.

Article 4.    CAPITAL STOCK



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| | 4.1.    Authorized Shares

The total number of shares of all classes of stock that the Corporation shall
have the authority to issue is one hundred ten million (110,000,000), of which
one hundred million (100,000,000) of such shares shall be Common Stock, having
a par value of $.01 per share (Common Stock), and ten million (10,000,000) of
such shares shall be Preferred Stock, having a par value of $.01 per share
(Preferred Stock).



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| | --------------------
| | 4.2.    Common Stock



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| | -------------------------
| | 4.2.1.    Relative Rights

The Common
Stock shall be subject to all of the rights, privileges,
preferences and priorities of the Preferred Stock as set forth in the
certificate of designations filed to establish each series of Preferred Stock.
Each share of Common Stock shall have the same relative rights as and be
identical in all respects to all the other shares of Common Stock.



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| | 4.2.2.    Dividends

Whenever
there shall have been paid, or declared and set aside for
payment, to the holders of shares of any class of stock having preference over
the Common Stock as to the payment of dividends, the full amount of dividends
and of sinking fund or retirement payments, if any, to which such holders are
respectively entitled in preference to the Common Stock, then dividends may be
paid on the Common Stock and on any class or series of stock entitled to
participate therewith as to dividends, out of any assets legally available for
the payment of dividends thereon, but only when and as declared by the Board of
Directors of the Corporation (the Board).



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| | 4.2.3.    Dissolution, Liquidation, Winding Up

In the
event of any dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the Common Stock,
and holders of any class or series of stock entitled to participate therewith,
in whole or in part, as to the distribution of assets in such event, shall
become entitled to participate in the distribution of any assets of the
Corporation remaining after the Corporation shall have paid, or provided for
payment of, all debts and liabilities of the Corporation and after the
Corporation shall have paid, or set aside for payment, to the holders of any
class of stock having preference over the Common Stock in the event of
dissolution, liquidation or winding up the full preferential amounts (if any)
to which they are entitled.

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| | 4.2.4.    Voting Rights

Each holder
of shares of Common Stock shall be entitled to attend all
special and annual meetings of the stockholders of the Corporation and, share
for share and without regard to class, together with the holders of all other
classes of stock entitled to attend such meetings and to vote (except any class
or series of stock having special voting rights), to cast one vote for each
outstanding share of Common Stock so held upon any matter or thing (including,
without limitation, the election of one or more directors) properly considered
and acted upon by the stockholders.



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| | 4.3.    Preferred Stock

The Board of Directors is authorized, subject to limitations prescribed by the
Delaware General Corporation Law and the provisions of this Certificate of
Incorporation, to provide, by resolution or resolutions from time to time and
by filing a certificate of designations pursuant to the Delaware General
Corporation Law, for the issuance of the shares of Preferred Stock in series,
to establish from time to time the number of shares to be included in each such
series, to fix the powers, designations, preferences and relative,
participating, optional or other special rights of the shares of each such
series and to fix the qualifications, limitations or restrictions thereof.



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| | 4.4.    Special Meetings

Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called (a) by the Board on its own
behalf or one or more officers of the Corporation as provided in the bylaws or
(b) by stockholders of the Corporation upon the written request of the holders
of at least 75% of the securities of the Corporation outstanding and entitled
to vote generally in the election of directors.



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| | 4.5.    Action Without a Meeting

Any action required or permitted to be taken at a stockholders meeting may be
taken without a meeting, without prior notice and without a vote, if the action
is taken by persons who would be entitled to vote at a meeting and who hold
shares having voting power equal to not less than the greater of (a) 75% of the
voting power of all shares of each class or series entitled to vote on such
action or (b) the minimum number of votes of each class or series that would be
necessary to authorize or take the action at a meeting at which all shares of
each class or series entitled to vote were present and voted. The action must
be evidenced by one or more written consents describing the action taken,
signed by the stockholders entitled to take action without a meeting, and
delivered to the Corporation in the manner prescribed by the Delaware General
Corporation Law for inclusion in the minute book. No consent shall be
effective to take the corporate action specified unless the number of consents
required to take such action are delivered to the Corporation within sixty (60)
days of the delivery of the earliest-dated consent. Written notice of the
action taken shall be given in accordance with the Delaware General Corporation
Law to all stockholders who do not participate in taking the action who would
have

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been entitled to notice if such action had been taken at a meeting having
a record date on the date that written consents signed by a sufficient number
of holders to take the action were delivered to the Corporation.

Article 5.    BOARD OF DIRECTORS



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| | 5.1.    Number; Election

The number of directors of the Corporation shall be such number as from time to
time shall be fixed by, or in the manner provided in, the bylaws of the
Corporation; provided, however, that the number of directors which shall
constitute the whole Board shall not be fewer than five (5) nor more than
fifteen (15). The directorships (i.e., the particular seats on the Board)
shall be classified into three classes (designated as Class I, Class II and
Class III) as nearly equal in number as possible.

Notwithstanding the foregoing, each director shall hold office until such
directors successor is duly elected and qualified or until such director dies,
resigns or is removed. At each annual meeting of stockholders, the successors
to the class of directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election and until their
successors have been duly elected and qualified or until any such director
dies, resigns or is removed. Except as otherwise provided by statute, this
Certificate of Incorporation or the Bylaws of the Corporation, directors shall
be elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
directors. Unless and except to the extent that the bylaws of the Corporation
shall otherwise require, the election of directors of the Corporation need not
be by written ballot.

With respect to newly created or eliminated directorships resulting from
an increase or decrease, respectively, in the number of directors, the Board
shall determine and designate to which class of directorships each director
belongs, but in no case shall a decrease in the number of directors shorten the
term of an incumbent director.

5.2.    Management of Business and Affairs of the Corporation

The business and affairs of the Corporation shall be managed by or under the
direction of the Board. Except as otherwise provided in this Certificate of
Incorporation, each director of the Corporation shall be entitled to one vote
per director on all matters voted or acted upon by the Board.

5.3.    Vacancies; Resignation; Removal

Vacancies and newly created directorships resulting from any increase in the
number of directors constituting the whole Board may be filled only by the
affirmative vote of a majority of the directors then in office, although fewer
than a quorum, or by a sole remaining

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director. Whenever the holders of any
class or classes of stock or series thereof are entitled to elect one or more
directors by the provisions of this Certificate of Incorporation, vacancies and
newly created directorships of such class or classes or series may be filled by
the affirmative vote of a majority of the directors elected by such class or
classes or series thereof then in office, or by a sole remaining director so
elected. Each director so chosen shall hold office until the next election of
directors of the class to which such director was appointed, and until such
directors successor is elected and qualified, or until the directors earlier
death, resignation or removal.

A director may resign at any time upon written notice to the Corporation, and
the resignation shall take effect at the time it specifies, without any need
for acceptance by the Board. In the event that one or more directors resigns
from the Board, effective at a future date, a majority of the directors then in
office, including those who have so resigned, shall have power to fill such
vacancy or vacancies, with the vote thereon to take effect when such
resignation or resignations becomes effective. Directors may only be removed
for cause upon the affirmative vote of at least two-thirds of the entire voting
power of all the then-outstanding shares of stock of the Corporation entitled
to vote generally in the election of directors, voting together as a single
class.

5.4.    Limitation of Liability

No director of the Corporation shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this provision shall not eliminate or limit the liability of a
director (a) for any breach of the directors duty of loyalty to the
Corporation or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law relating to unlawful
payment of dividends or unlawful stock purchase or redemption of stock or (d)
for any transaction from which the director derived an improper personal
benefit. Any repeal or modification of this Article 5.4 shall be prospective
only and shall not adversely affect any right or protection of, or any
limitation of the liability of, a director of the Corporation existing at, or
arising out of facts or incidents occurring prior to, the effective date of
such repeal or modification.

Article 6.    COMPROMISE OR ARRANGEMENTS

Whenever a compromise or arrangement is proposed between the Corporation and
its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees
in dissolution or of any receiver or receivers appointed for the Corporation
under the provisions of Section 279 of Title 8 of the Delaware Code order a
meeting of the creditors or class of creditors, and/or of the stockholders or
class of stockholders of the Corporation, as the case may be, to be summoned in
such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the

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Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of the Corporation, as the case may be, and also on the
Corporation.

Article 7.    AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred by the Delaware
General Corporation Law, the Board is expressly authorized and empowered to
adopt, amend and repeal the bylaws of the Corporation. The bylaws of the
Corporation may be adopted, amended or repealed by the stockholders of the
Corporation only upon the affirmative vote of at least two-thirds of the entire
voting power of all the then-outstanding shares of stock of the Corporation
entitled to vote generally in the election of directors, voting together as a
single class.

Article 8.    RESERVATION OF RIGHT TO AMEND CERTIFICATE OF INCORPORATION

The Corporation reserves the right at any time, and from time to time, to
amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, and other provisions authorized by the laws of the State of
Delaware at the time in force may be added or inserted, in the manner now or
hereafter prescribed by law; and all rights, preferences and privileges of any
nature conferred upon stockholders, directors or any other persons by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the rights reserved in this Article 8.

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