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                                                                  EXHIBIT 3.1(e)

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   ACTV, INC.


ACTV, INC., a Delaware corporation, does hereby certify as follows:

1.    The present name of the corporation (hereinafter called the "corporation")
is ACTV, Inc., which is the name under which the corporation was originally
incorporated; and the original certificate of incorporation of the corporation
was filed with the Secretary of State of the State of Delaware on July 24, 1989.

2.    The provisions of the certificate of incorporation of the corporation, as
heretofore amended and/or supplemented, are hereby restated and integrated into
the single instrument which is attached hereto, which single instrument is
entitled Restated Certificate of Incorporation of ACTV, Inc., without further
amendment and without any discrepancy between the provisions of the certificate
of incorporation as heretofore amended and supplemented and the provisions of
the said single instrument hereinafter set forth.

3.    The Board of Directors of the corporation has duly adopted this Restated
Certificate of Incorporation pursuant to the provisions of Section 245 of the
General Corporation Law of the State of Delaware in the form attached hereto.

IN WITNESS WHEREOF, said ACTV, Inc. has caused this certificate to be signed
by William C. Samuels, its Chairman and Chief Executive Officer, and
attested by Day L. Patterson, its Secretary, this 10th day of January, 2001.

                                    ACTV, INC.


                                    By:
                                    William C. Samuels,
                                    Chairman and CEO

(Corporate Seal)

ATTESTED:


By:
Day L. Patterson,
Secretary


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                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                   ACTV, INC.


FIRST:  The name of the corporation (hereinafter called the "Corporation")
is ACTV, INC.

SECOND: The address, including street, number, city, and county, of the
registered office of the corporation in the State of Delaware is 229 South State
Street, City of Dover, County of Kent; and the name of the registered agent of
the corporation in the State of Delaware at such address is The Prentice-Hall
Corporation System, Inc.

THIRD:  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.

FOURTH:

A.  The aggregate number of shares of all classes of stock which the Corporation
shall have authority to issue is Two Hundred One Million (201,000,000) shares,
divided into classes as follows:

                  (1) Two Hundred Million (200,000,000) shares of Common
Stock, $0.10 per share (hereinafter called the "Common Stock"); and

                  (2) One Million (1,000,000) shares of Preferred Stock, $0.10
per share (hereinafter called the "Preferred Stock"), to be issued in series.

2.       The following is a statement of the designations, powers,
preferences, rights, qualifications and limitations or restrictions with
respect to the Preferred Stock of the Corporation:

The shares of Preferred Stock may be issued in one or more series, and each
series shall be so designated as to distinguish the shares thereof from the
shares of all other series. Authority is hereby expressly granted to the Board
of Directors of the Corporation to fix, subject to the provisions herein set
forth, before the issuance of any shares of a particular series, the number,
designation and relative rights, preferences, and limitations of the shares of
such series including (a) voting rights, if any, which may include the right to
vote together as a single class with the Common Stock and any other series of
the Preferred Stock with the number of votes per share accorded to shares of
such series being the same as or different from that accorded to such other
shares, (b) the dividend rate per annum, if any, and the terms and conditions
pertaining to dividends and whether such dividends shall be cumulative, (c) the
amount or amounts payable upon any voluntary or involuntary liquidation, (d) the
redemption price or prices, if any, and the terms and conditions of the
redemption, (e) sinking fund provisions, if any, for the redemption or purchase
of such shares, (f) the terms and conditions on which such shares are
convertible, in the event such


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shares are to have conversion rights, and (g) any other rights, preferences and
limitations pertaining to such series which may be fixed by the Board of
Directors pursuant to the Delaware General Corporation Law.

FIFTH:  The name and the mailing address of the incorporator is as follows:

                    Name                      Mailing Address

                    Elaine Bibow                       c/o Gersten, Savage,
                                                       Kaplowitz & Curtin
                                                       575 Lexington Avenue
                                                       New York, New York 10022

SIXTH:  The corporation is to have perpetual existence.

SEVENTH: Whenever a compromise or arrangement is proposed between this
corporation and its creditors or any class of them and/or between this
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 this corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this corporation under
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or any receiver or receivers appointed for this corporation under
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 this
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 or creditors, and/or of the stockholders or class of
stockholders of this corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this corporation as 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 this corporation, as the case
may be, and also on this corporation.

EIGHTH: 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 and of its directors and of its stockholders or any
class thereof, as the case may be, it is further provided:

                  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
by, or in the manner provided in, the Bylaws. The phrase "Whole Board" and the
phrase "total number of directors" shall be deemed to have the same meaning, to
wit, the total number of directors which the corporation would have if there
were no vacancies. No election of directors need be by written ballot.

                  2. After the original or other by-laws of the corporation have
been adopted, amended, or repealed, as the case may


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be, in accordance with the provisions of Section 109 of the General Corporation
Law of the State of Delaware, and, after the corporation has received any
payment for any of its stock, the power to adopt, amend, or repeal the by-laws
of the corporation may be exercised by the Board of Directors of the
corporation; provided, however, that any provision for the classification of
directors of the corporation for staggered terms pursuant to the provisions of
subsection (d) of Section 141 of the General Corporation Law of the State of
Delaware shall be set forth in an initial By-law or in a By-law adopted by the
stockholders entitled to vote of the corporation unless provisions for such
classification shall be set forth in this restated certificate of incorporation.

                  3. Whenever the corporation shall be authorized to issue only
one class of stock, each outstanding share shall entitle the holder thereof to
notice of, and the right to vote at, any meeting of stockholders. Whenever the
corporation shall be authorized to issue more than one class of stock, no
outstanding share of any class of stock which is denied voting power under the
provisions of the certificate of incorporation shall entitle the holder thereof
to the right to vote at any meeting of stockholders except as the provisions of
paragraph (2) of subsection (b) of Section 242 of the General Corporation Law of
the State of Delaware shall otherwise require; provided, that no share of any
such class which is otherwise denied voting power shall entitle the holder
thereof to vote upon the increase or decrease in the number of authorized shares
of said class.

NINTH: The officers of the corporation shall be chosen in such a manner, shall
hold their offices for such terms and shall carry out such duties as are
provided in the Bylaws of the corporation or determined by the Board of
Directors, subject to the right of the Board of Directors to remove any officer
or officers at any time with or without cause.

TENTH: No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (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) pursuant to Section 174 of the
General Corporation Law of the State of Delaware or (iv) for any transaction
from which such director derived an improper personal benefit. No amendment to
or repeal of this Article TENTH 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 or repeal. If the General Corporation Law of the State of Delaware is
amended hereafter to further eliminate or limit the personal liability of
directors, the liability of this corporation shall be limited or eliminated to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, as amended.

ELEVENTH:  The by-laws of the Corporation may be made, altered, amended,
changed, added to or repealed by the Board of Directors without the assent
or vote of the stockholders.





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TWELFTH:

                                 A.   Right of Indemnification. Each person who
was or is made a party to or is threatened to be made a party to or is
involuntarily involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that he or she is or was a director or officer of the Corporation, or is or
was serving (during his or her tenure as director and/or officer) at the request
of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
whether the basis of such Proceeding is an alleged action or inaction in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General Corporation Law of
the State of Delaware (or other applicable law), as the same exists or may
hereafter be amended, against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement reasonably incurred or suffered by such person
in connection with such Proceeding). Such director or officer shall have the
right to be paid by the Corporation for expenses incurred in defending any such
Proceeding in advance of its final deposition; provided, however, that if the
General Corporation Law of the State of Delaware (or law) requires, the payment
of such expenses in advance of the final disposition of any such Proceeding
shall be made only upon receipt by the Corporation of an undertaking by or on
behalf of such director or officer to repay all amounts so advanced if it should
be determined ultimately that he or she is not entitled to be indemnified under
this Article TWELFTH or otherwise.

                                 B.   Right of Claimant to Bring Suit. If a
claim under paragraph A of this Article TWELFTH is not paid in full by the
Corporation within ninety (90) days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim, together with interest
thereon, and, if successful in whole or in part, the claimant shall also be
entitled to be paid the expense of prosecuting such claim, including reasonable
attorneys' fees incurred in connection therewith. It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any Proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the General Corporation Law of the State of Delaware (or
other applicable law) for the Corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall, be on the
Corporation. Neither the failure of the Corporation (or of its Full Board of
Directors, its directors who are not parties to the Proceeding with respect to
which such indemnification is claimed, its stockholders, or independent legal
counsel) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in the General
Corporation Law of



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the State of Delaware (or other applicable law), nor an actual determination by
any such person or persons that such claimant has not met such applicable
standard of conduct, shall be a defense to such action or create a presumption
that the claimant has not met the applicable standard of conduct.

                                 C.   Non-Exclusivity of Rights. The rights
conferred by this Article TWELFTH shall not be exclusive of any other right
(including, without limitation, any right relating to indemnification or
advancement of expenses) which any director, officer, representative, employee
or other agent may have or hereafter acquire under the General Corporation Law
of the State of Delaware or any other statute, or any provision contained in the
Corporation's Certificate of Incorporation or Bylaws, or any agreement, or
pursuant to a vote of stockholders or disinterested directors, or otherwise.

                                 D.   Insurance and Trust Fund. In furtherance
and not in limitation of the powers conferred by statute:

                                      (1) the Corporation may purchase
and maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of law; and

                                      (2) the Corporation may create a
trust fund, grant a security interest and/or use other means including, without
limitation, letters of credit, surety bonds and/or other similar arrangements,
as well as enter into contracts providing indemnification to the fullest extent
permitted by law and including as part thereof provisions with respect to any or
all of the foregoing, to ensure the payment of such amount as may become
necessary to effect indemnification as provided therein, or otherwise.

                                 E.   Indemnification of Employees and
Agents of the corporation. The Corporation may, to the extent authorized from
time to time by the Board of Directors, grant rights to indemnification,
including the right to be paid by the Corporation the expenses incurred in
defending any Proceeding in advance of its final disposition, to any employee or
agent of the Corporation to the fullest extent of the provisions of this Section
or otherwise, with respect to the indemnification and advancement of expenses of
directors and officers of the Corporation.

                                 F.   Effect of Repeal or Modification. Any
repeal or modification of this Article TWELFTH shall not change the rights of an
officer or director to indemnification with respect to any action or omission
occurring prior to such repeal or modification.

THIRTEENTH:  The Corporation elects not to be governed by the provisions of





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Section 203 of the General Corporation Law of the State of Delaware.



FOURTEENTH: The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this certificate in the manner now or hereafter
prescribed by law, and all rights and powers conferred herein on stockholders,
directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, said ACTV, Inc. has caused this certificate to be signed
by William C. Samuels, its Chairman and Chief Executive Officer, and
attested by Day L. Patterson, its Secretary, this 10th day of January, 2001.


                                    ACTV, INC.


                                    By:
                                    William C. Samuels,
                                    Chairman and CEO


(Corporate Seal)

ATTESTED:


By:
Day L. Patterson,
Secretary