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                                  EXHIBIT 3.1
                                  -----------

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                FILM ROMAN, INC.


     Film Roman, Inc., a corporation organized and existing under the General
Corporation Law of the State of Delaware, does hereby certify as follows:

     1.  The Certificate of Incorporation of this corporation was originally
         filed with the Delaware Secretary of State on May 9, 1996 under the
         name Film Roman, Inc.

     2.  The Amended and Restated Certificate of Incorporation herein certified
         has been duly adopted by the stockholders in accordance with the
         provisions of Section 242 and of Section 245 of the General Corporation
         Law of the State of Delaware.

     3.  The Certificate of Incorporation of this corporation shall be amended
         and restated to read in full as follows:


                                   ARTICLE I

     The name of the corporation is Film Roman, Inc.


                                   ARTICLE II

     The address of the registered office of this corporation in the State of
Delaware is 9 East Loockerman Street, in the City of Dover, County of Kent,
19901.  The name of its registered agent at such address is National Registered
Agents, Inc.


                                  ARTICLE III

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


                                   ARTICLE IV

      a)  The Corporation is authorized to issue two classes of shares to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares which the Corporation shall have authority to issue is Fifty Million
(50,000,000) shares, and the aggregate par value of all shares which are to have
a par value is Five Hundred Thousand Dollars ($500,000). The total number of
shares of Common Stock which the Corporation shall have authority to issue is
Forty Million (40,000,000) shares, and the par value of each share of Common
Stock is One Cent ($0.01). The total number of shares of Preferred Stock which
the Corporation shall have authority to issue is Ten Million (10,000,000)
shares, and the par value of each share of Preferred Stock is One Cent ($0.01).

      b)  The Preferred Stock may be issued in one or more series, each series
to be appropriately designated by a distinguishing letter or title prior to the
issue of any shares thereof.

      c)  The Board of Directors is hereby authorized to fix or alter the
dividend rights, dividend rate, conversion rights, voting rights, rights and
terms of redemption (including sinking fund provisions, if any), the
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redemption price or prices, the liquidation preferences, any other designations,
preferences and relative, participating, optional or other special rights, and
any qualifications, limitations or restrictions thereof, of any wholly unissued
series of Preferred Stock, and the number of shares constituting any such
unissued series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue 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 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.


                                   ARTICLE V
                                   ---------

    In furtherance and not in limitation of the powers conferred by statute, the
Board of Directors is expressly authorized to adopt, repeal, alter, amend and
rescind Bylaws of the Corporation.


                                   ARTICLE VI
                                   ----------

    Notwithstanding Article V hereof, the bylaws may be rescinded, altered,
amended or repealed in any respect by the affirmative vote of the holders of at
least a majority of the outstanding voting stock of the corporation, voting
together as a single class.


                                  ARTICLE VII
                                  -----------

    The Board of Directors shall have that number of Directors set out in the
Bylaws of the Corporation as adopted or as set from time to time by a duly
adopted amendment thereto by the Directors or stockholders of the Corporation.


                                  ARTICLE VIII
                                  ------------

     Elections of directors at an annual or special meeting of stockholders need
not be by written ballot unless the Bylaws of the Corporation shall so provide.


                                   ARTICLE IX
                                   ----------

     Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the Board of Directors, or by a majority
of the members of the Board of Directors, or by a committee of the Board of
Directors which has been duly designated by the Board of Directors and whose
powers and authority, as provided in a resolution of the Board of Directors or
in the Bylaws of the Corporation, include the power to call such meetings, or by
the holders of not less than a majority of the outstanding voting stock of the
Corporation, voting as a single class, but such special meetings may not be
called by any other person or persons; provided, however, that if and to the
                                       --------  -------
extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of the Certificate of
Incorporation or any amendment thereto or any certificate filed under Section
151(g) of the General Corporation Law of the State of Delaware, then such
special meeting may also be called by the person or persons, in the manner, at
the times and for the purposes so specified.


                                   ARTICLE X
                                   ---------

     Each reference in this Certificate of Incorporation to any provision of the
Delaware General Corporation Law refers to the specified provision of the
General Corporation Law of the State of Delaware, as the same now exists or as
it may hereafter be amended or superseded.
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                                   ARTICLE XI
                                   ----------

     A director shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that this Article shall not eliminate or limit the liability of a
director (i) for any breach of his 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 General Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derives an improper personal benefit.

     If the General Corporation Law of the State of Delaware is hereafter
amended to authorize corporate action further limiting or eliminating the
personal liability of directors, then the liability of the director to the
Corporation shall be limited or eliminated to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended from time to
time.  Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.

                                  ARTICLE XII
                                  -----------

     This Corporation elects not to be governed by Section 203 of the General
Corporation Law of the State of Delaware.


     I, THE UNDERSIGNED, being a duly elected and authorized officer of the
corporation, do make this certificate, herein declaring and certifying that this
is my act and deed and the facts herein stated are true, and accordingly have
hereunto set my hand this 26th day of March, 2001.

/S/ Dixon Q. Dern
_______________________________
Dixon Q. Dern, Secretary