Exhibit 3.1

        AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                               OF
             FOOD COURT ENTERTAINMENT NETWORK, INC.


     Food Court Entertainment Network, Inc., a corporation
organized and existing under the laws of the State of Delaware
(the "Corporation"), hereby certifies that:

     I.   The present name of the Corporation is Food Court
Entertainment Network, Inc.

     II.  The name under which the Corporation was originally
incorporated is Advanced Media Inc., and the date of filing of
its original certificate of incorporation with the Secretary of
State of the State of Delaware is February 12, 1992.  On
April 29, 1992, the Corporation filed a Certificate of Amendment
of Certificate of Incorporation whereby its name was changed to
Applebell Communications, Inc. and on October 15, 1993 the
Corporation filed an Amended and Restated Certificate of
Incorporation whereby, among other amendments, the name of the
Corporation was changed to Food Court Entertainment Network, Inc.

     III. In accordance with the provision of Sections 228, 242,
and 245 of the General Corporation Law of the State of Delaware,
this Amended and Restated Certificate of Incorporation was duly
adopted by the unanimous vote of the Board of Directors of the
Corporation at a meeting held on August 9, 1995, and by the
written consent of the holders of more than a majority of the
outstanding stock and each class of stock of the Corporation
entitled to vote thereon and prompt written notice of such action
has been provided pursuant to Section 228(d).

     IV.  The Corporation's certificate of incorporation is
hereby amended and restated in its entirety to read as follows:

          FIRST:  The name of the corporation is Food Court
Entertainment Network, Inc. (the "Corporation").

          SECOND:  The address of the registered office of the
Corporation in the State of Delaware is No. 1209 Orange Street,
in the City of Wilmington, County of New Castle.  The name of the
Corporation's registered agent at such address is The Corporation
Trust Company.

          THIRD:  The purpose for which the Corporation was
formed is to engage in any lawful act or activity for which
Corporations may be organized under the Delaware General
Corporation Law.

          FOURTH:  The total number of shares of all classes of
stock which the Corporation shall have authority to issue is
31,250,000 shares, consisting of 5,000,000 shares of Preferred
Stock (the "Preferred Stock"), par value $.01 per share, as more
fully described in Section A below and 26,250,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"),
consisting of 25,000,000 shares Series A Common Stock and
1,250,000 shares of Series B Common Stock, as more fully
described in Section B below.

     A.   Preferred Stock.  The shares of Preferred Stock may be
divided and issued from time to time in one or more series as may
be designated by the Board of Directors of the Corporation, each
such series to be distinctly titled and to consist of the number
of shares designated by the Board of Directors.  All shares of
any one series of Preferred Stock so designated by the Board of
Directors shall be alike in every particular, except that shares
of any one series issued at different times may differ as to the
dates from which dividends thereon (if any) shall accrue or be
cumulative (or both).  The designations, preferences and
relative, participating, optional or other special rights (if
any), and the qualifications, limitations or restrictions thereof
(if any), of any series of Preferred Stock may differ from those
of any and all other series at any time outstanding.  The Board
of Directors of the Corporation is hereby expressly vested with
authority to fix by resolution the powers, designations,
preferences and relative, participating, optional or other
special rights (if any), and the qualifications, limitations or
restrictions and (if any), of the Preferred Stock and each series
thereof which may be designated by the Board of Directors,
including, but without limitation the generality of the
foregoing, the following:

          1.   The voting rights and powers (if any) of the
Preferred Stock and each series thereof;

          2.   The rates and times at which, and the terms and
conditions on which, dividends (if any) on the Preferred Stock,
and each series thereof, will be paid and any dividend
preferences or rights of cumulation.

          3.   The rights (if any) of holders of the Preferred
Stock, and each series thereof, to convert the same into, or
exchange the same for, shares of other classes (or series of
classes) of capital stock of the Corporation and the terms and
conditions for such conversion or exchange, including provisions
for adjustment of conversion or exchange prices or rates in such
events as the Board of Directors shall determine;

          4.   The redemption rights (if any) of the Corporation
and of the holders of the Preferred Stock, and each series
thereof, and the times at which, and the terms and conditions on
which, the Preferred Stock and each series thereof, may be
redeemed; and

          5.   The rights and preferences (if any) of the holders
of the Preferred Stock, and each series thereof, upon the
voluntary or involuntary liquidation, dissolution or winding up
of the Corporation.

     B.   Common Stock.

          1.   General.  The voting dividend and liquidation
rights of the holders of the Common Stock are subject to and
qualified by the rights of the holders of the Preferred Stock of
any series as may be designated by the Board of Directors upon
any issuance of the Preferred Stock of any series.  The
designations, preferences, limitations and relative rights of the
Series A Common Stock and Series B Common Stock shall be
identical in all respects, except as stated in this Certificate
of Incorporation or as otherwise required by law.  Except as
provided in this Certificate of Incorporation or as may otherwise
be required by law, the Series A Common Stock and Series B Common
Stock shall vote together as a single class with respect to all
matters.  Dividends may be declared and paid on the Common Stock
from funds lawfully available therefor as and when determined by
the Board of Directors and subject to any preferential dividend
rights or restrictions of any then outstanding Preferred Stock. 
Upon the dissolution or liquidation of the Corporation, whether
voluntary or involuntary, holders of Common Stock will be
entitled to receive all assets of the Corporation available for
distribution to its stockholders after payment of creditors and
subject to any preferential rights of any then outstanding
Preferred Stock.

          2.   Series A Common Stock.

               a.   Designation.  The series of Common Stock
designated and known as "Series A Common Stock" shall consist of
25,000,000 shares of the authorized Common Stock of the
Corporation (the "Series A Common Stock").

               b.   Voting.  The holders of Series A Common Stock
are entitled to one (1) vote for each share held at all meetings
of stockholders (and written actions in lieu of meetings).  There
shall be no cumulative voting.

          3.   Series B Common Stock.

               a.   Designation.  The series of Common Stock
designated and known as "Series B Common Stock" shall consist of
1,250,000 shares of the authorized Common Stock of the
Corporation (the "Series B Common Stock").

               b.   Voting.  The holders of Series B Common Stock
are entitled to five (5) votes for each share held at all
meetings of stockholders (and written actions in lieu of
meetings).  There shall be no cumulative voting.

               c.   Conversion.

                    (1)  Optional Conversion.  Each record holder
of Series B Common Stock is entitled, at any time or from time to
time, to convert any or all of the shares of such holder's
Series B Common Stock into shares of Series A Common Stock at the
ratio of one share of Series A Common Stock for each share of
Series B Common Stock.

                    (2)  Optional Conversion Procedures.

                         (a)  Each conversion of shares pursuant
to Paragraph (c)(1) of this section shall be effected by the
surrender of the certificate or certificates representing the
shares to be converted at the principal office of the Corporation
at any time during normal business hours, together with a written
notice by the holder stating the number of shares that such
holder desires to convert.  Such conversion shall be deemed to
have been effected as of the close of business on the date on
which such certificate or certificates have been surrendered, and
at such time, the rights of any such holder with respect to the
converted shares of such holder will cease and the person or
persons in whose name or names the certificate or certificates
for shares are to be issued upon such conversion will be deemed
to have become the holder or holders of record of such shares
represented thereby.

                         (b)  Promptly after such surrender, the
Corporation will issue and deliver in accordance with the
surrendering holder's instructions the certificate or
certificates for the Series A Common Stock issuable upon such
conversion and a certificate representing any Series B Common
Stock which was represented by the certificate or certificates
delivered to the Corporation in connection with such conversion,
but which was not converted.

                    (3)  Automatic Conversion.  Each share of
Series B Common Stock will convert automatically into one share
of Series A Common Stock upon the sale or any other transfer
thereof (including, without limitation, conveyance into a trust
and transfer by the operation of any will or the laws of descent
and distribution), except upon a sale or any other transfer to a
person who immediately prior to such sale or transfer is a holder
of a share or shares of Series B Common Stock.

                    (4)  Issuance Costs.  The issuance of
certificates upon conversion of shares pursuant hereto will be
made without charge to the holder or holders of such shares for
any issuance tax (except stock transfer tax) in respect thereof
or other costs incurred by the Corporation in connection
therewith.

                    (5)  Reservation of Shares.  Solely for the
purpose of issuance upon conversion of such shares as herein
provided, the Corporation shall at all times reserve and keep
available out of its authorized but unissued shares of Series A
Common Stock such number of shares of Series A Common Stock as
are then issuable upon the conversion of all outstanding shares
of Series B Common Stock.

     C.   Other Provisions.  No holder of any of the shares of
any class or series of stock or of options, warrants or other
rights to purchase shares of any class or series of stock or of
other securities of the Corporation shall have any preemptive
right to purchase or subscribe for any unissued stock of any
class or series or any additional shares of any class or series
to be issued by reason of any increase of the authorized capital
stock of the Corporation of any class or series, or bonds,
certificates of indebtedness, debentures or other securities
convertible into or exchangeable for stock of the Corporation of
any class or series, or carrying any right to purchase stock of
any class or series, but any such unissued stock, additional
authorized shares of any class or series of stock or securities
convertible into or exchangeable for stock or carrying any right
to purchase stock, may be issued and disposed of pursuant to
resolution of the Board of Directors to such persons, firms,
corporations or associations, whether any such persons, firms,
corporations or associations are holders or others, and upon such
terms as may be deemed advisable by the Board of Directors in the
exercise of its sole discretion.

          FIFTH:  In furtherance and not in limitation of the
powers conferred by the laws of the State of Delaware, the Board
of Directors of the Corporation is expressly authorized and
empowered to make, alter or repeal the Bylaws of the Corporation,
subject to the power of the stockholders of the Corporation to
alter or repeal any Bylaw made by the Board of Directors.

          SIXTH:  The Corporation reserves the right at any time
and from time to time to amend, alter, change or repeal any
provisions 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 whatsoever nature conferred upon stockholders,
directors or any other persons whomsoever by and pursuant to this
Certificate of Incorporation in its present form as hereafter
amended are granted subject to the right reserved in this
Article.

          SEVENTH:  To the fullest extent permitted by the
Delaware General Corporation Law as the same exists or may
hereafter be amended, a director of this Corporation shall not be
liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director. 
Notwithstanding the foregoing sentence, a director shall be
liable to the extent provided by applicable law, (i) for 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
the law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.  No amendment to
or repeal of this Article Seventh shall apply to or have any
effect on the liability or alleged liability of any director of
the Corporation for or with respect to any acts or omissions of
such director occurring prior to such amendment.

     IN WITNESS WHEREOF, Food Court Entertainment Network, Inc.
has caused this Restated Certificate of Incorporation to be
signed by its President and attested by its Secretary this 16th
day of October, 1995.

                              FOOD COURT ENTERTAINMENT
                              NETWORK, INC.


(SEAL)                        By /s/ Stephen G. Bowen           
                                   Stephen G. Bowen, President


                              ATTEST: /s/ Harvey S. Wilson      
                                        Harvey S. Wilson,
                                        Secretary<PAGE>
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
FOR
FOOD COURT ENTERTAINMENT NETWORK, INC.


     Food Court Entertainment Network, Inc., a corporation
organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "Corporation"),
pursuant to a Certificate of Incorporation which was filed on
February 12, 1992, does hereby certify:

FIRST:  That the Board of Directors of the Corporation, at a
meeting held on October 4, 1996, adopted the following resolution
proposing and declaring advisable the following amendment:

          RESOLVED, that Article Fourth of the Amended and
Restated Certificate of Incorporation of the Corporation shall be
amended to read:

     "FOURTH.  The total number of shares of all classes of stock
which the Corporation shall have authority to issue is
206,250,000 shares, consisting of 5,000,0000 shares of Preferred
Stock (the "Preferred Stock"), par value $.01 per share, as more
fully described in Section A below and 201,250,000 shares of
Common Stock, par value $.01 per share (the "Common Stock"),
consisting of 200,000,000 shares of Series A Common Stock and
1,250,000 shares of Series B Common Stock, as more fully
described in Section B below."

SECOND:  That, at a meeting of the stockholders held on
November 4, 1996 and reconvened on November 11, 1996, a majority
of the outstanding stock entitled to vote thereon voted in favor
of said amendment.

THIRD:  That the aforesaid amendment was duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

FOURTH:  That the capital of the Corporation shall not be reduced
under or by reason of this amendment.

     IN WITNESS WHEREOF, FOOD COURT ENTERTAINMENT NETWORK, INC.
has caused this Certificate to be signed by James N. Perkins, its
President, and attested by Darren M. Sardoff, its Secretary, this
11th day of November, 1996.

                              FOOD COURT ENTERTAINMENT
                              NETWORK, INC.


                              By /s/ James N. Perkins           
                                   James N. Perkins, President


                              ATTEST: /s/ Darren M. Sardoff     
                                        Darren M. Sardoff,
                                        Secretary