EXHIBIT 3.1

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           BRILLIANT INTERACTIVE, INC.



     BRILLIANT INTERACTIVE, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"),

     DOES HEREBY CERTIFY:

     A. The name of the corporation is Brilliant Interactive, Inc. The Original
Certificate of Incorporation of B.I.I. Holdings, Inc. was filed with the
Secretary of State of the State of Delaware on July 31, 1996. A Certificate of
Amendment of Certificate of Incorporation changing the name of the Corporation
to Brilliant Interactive, Inc. was filed with the Secretary of State of the
State of Delaware on August 6, 1996.

     B. This amended and restated Certificate of Incorporation, which restates
and integrates and does further amend the provisions of the Certificate of
Incorporation of the Corporation, has been duly adopted in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware by unanimous written consent of the stockholders given in accordance
with Section 228 of the General Corporation Law of the State of Delaware.

     C. The text of the Certificate of Incorporation as heretofore amended or
supplemented is hereby restated and further amended to read in its entirety as
follows:

                                       I.

     The name of the Corporation is Brilliant Digital Entertainment, Inc.

                                       II.

     The address of the registered office of the Corporation in the State of
Delaware is 9 East Loockerman Street, City of Dover, County of Kent, Delaware
l9901. The name of its registered agent at such address is National Corporate
Research, Ltd.

                                      III.

     The purpose of this 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 "Delaware Law").


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                                       IV.

     This Corporation is authorized to issue two classes of shares, designated,
respectively, "Preferred Stock" and "Common Stock." Each class of stock shall
have a par value of $.001 per share. The number of shares of Preferred Stock
authorized to be issued is 1,000,000 and the number of shares of Common Stock
authorized to be issued is 30,000,000.

     The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware Law, to fix or alter
from time to time the designation, powers, preferences and rights of the shares
of each such series and the qualifications, limitations or restrictions of any
wholly unissued series of Preferred Stock, and to establish from time to time
the number of shares constituting any such series or any of them; and to
increase or decrease the number of shares of any series subsequent to the
issuance 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
decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series.

                                       V.

     Except and to the extent designated with respect to the Preferred Stock,
all rights to vote and all voting power shall be vested in the Common Stock and
the holders thereof shall be entitled at all elections of directors to one (1)
vote per share. Special meetings of the stockholders of the Corporation for any
purpose or purposes may be called only by the Board of Directors, the Chairman
of the Board, the Chief Executive Officer or the President of the Corporation.

                                       VI.

     The directors of the Corporation shall be divided into three classes,
designated Class I, Class II and Class III. The term of the initial Class I
directors shall terminate on the date of the 1997 annual meeting of
stockholders; the term of the Class II directors shall terminate on the date of
the 1998 annual meeting of stockholders and the term of the Class III directors
shall terminate on the date of the 1999 annual meeting of stockholders. At each
annual meeting of stockholders beginning in 1997, successors to the class of
directors whose term expires at that annual meeting shall be elected for a
three-year term. If the number of directors is changed, any increase or decease
shall be apportioned among the classes so as to maintain the number of directors
in each class as nearly equal as reasonably possible, and any additional
directors of any class elected to fill a vacancy resulting form an increase in
such class shall hold for a term that shall coincide with the remaining term of
that class, but in no case will a decrease in the number of directors shorten
the term of any incumbent directors. A director shall hold office until the
annual meeting for the year in which his term expires and until his successor
shall be elected and shall qualify, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Any vacancy on
the Board of Directors, however resulting, shall be filled only by a majority of
the directors then in office, even if less than a quorum, or by a sole remaining
director and not by the stockholders. Any director elected to fill a vacancy
shall hold


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office for a term that shall coincide with the terms of the class to which such
director shall have been elected.

     Subject to the rights, if any, of the holders of shares of Preferred Stock
then outstanding, any or all of the directors of the Corporation may be removed
from office at any time, for cause only, by the affirmative vote of the holders
of a majority of the outstanding shares of the Corporation then entitled to vote
generally in the election of the directors, considered for purposes of this
Article VI as one class.

     Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Amended and Restated Certificate of Incorporation or the
resolution or resolutions adopted by the Board of Directors pursuant to the
second paragraph of Article IV applicable thereto, and such directors so elected
shall not be divided into classes pursuant to this Article VI unless expressly
provided by such terms.

                                      VII.

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

     Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of the stockholders at
an annual or special meeting duly noticed and called, as provided in the Bylaws
of the Corporation, and may not be taken by written consent of the stockholders
pursuant to the Delaware Law; provided, however, if the Corporation has only one
stockholder, then any action required or permitted to be taken at any annual or
special meeting of stockholders may be taken by the written consent of such
stockholder.

                                      VIII.

     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
determined solely 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.

                                       IX.

     The Corporation shall indemnify to the fullest extent authorized or
permitted by law (as now or hereafter in effect) any person made, or threatened
to be made, a defendant or witness to any action, suit or proceeding (whether
civil or criminal or otherwise) by reason of the fact that she or he, her or his
testator or intestate, is or was a director, officer, employee or agent of the
Corporation or by reason of the fact that any person is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust, employee benefit plan or
enterprise. Nothing contained herein shall affect any rights to indemnification
to which employees other than directors and officers may be entitled by


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law. No amendment or repeal of this paragraph of Article IX shall apply to or
have any effect on any right to indemnification provided hereunder with respect
to any acts or omissions occurring prior to such amendment or repeal.

     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
Delaware Law, or (iv) for any transaction from which such director derived an
improper personal benefit. No amendment to or repeal of this paragraph of
Article IX 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.

     In furtherance and not in limitation of the powers conferred by statute:

     (i) the Corporation may purchase and maintain insurance on behalf of any
person who is or was a director or 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, employee benefit plan or other enterprise against any liability asserted
against him or her and incurred by him or her in any such capacity, or arising
out of his or her status as such, whether or not the Corporation would have the
power to indemnify against such liability under the provisions of law; and

     (ii) 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 contract
providing indemnification to the full extent authorized or permitted by law and
including as part thereof provisions with respect to any or all of the foregoing
to ensure the payment of such amounts as may become necessary to effect
indemnification as provided therein, or elsewhere.

                                       X.

     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 shall have the
sole authority to adopt, repeal, alter, amend or rescind the Bylaws of the
Corporation.

                                       XI.

     The Corporation reserves the right to amend or repeal any provision
contained in this Certificate of Incorporation in the manner prescribed by the
laws of the State of Delaware and all rights conferred upon stockholders are
granted subject to this reservation; provided, however, that, notwithstanding
any other provision of this Certificate of Incorporation or any provision of law
which might otherwise permit a lesser vote, but in addition to any vote of the
holders of any


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class or series thereof of the stock of this Corporation required by law or by
this Certificate of Incorporation, the affirmative vote of the holders of at
least 66 2/3 percent of the combined voting power of the outstanding shares of
stock of all classes and series thereof of the Corporation entitled to vote
generally in the election of directors, voting together as a single class, shall
be required to amend, repeal or adopt any provision inconsistent with (i) the
second sentence of Article V, (ii) Article VI, (iii) the second paragraph of
Article VII, (iv) Article X or (v) this Article XI.

                                      XII.

     Mark Dyne and Kevin Bermeister, acting in their capacity as officers and
directors of the Corporation shall not be required to present to the Corporation
corporate opportunities which such director wishes to present to another company
with which such director is affiliated; provided, however, that both Mark Dyne
and Kevin Bermeister are required to present to the Corporation any corporate
opportunities for the development of any type of interactive digital
entertainment with the exception of opportunities for participation in the
development by others of interactive digital entertainment where publishing
and/or distribution rights for the product to be developed are offered to Messrs
Dyne and/or Bermeister solely for Australia, New Zealand (and surrounding
territories), and/or Southern Africa. For purposes hereof, "development" does
not include passive financing of the development of products by third parties
not affiliated with Mr. Dyne or Bermeister, as the case may be.

     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated
Certificate of Incorporation this 11th day of September, 1996.

                                            BRILLIANT INTERACTIVE, INC.



                                            By:  /S/ DIANA MARANON
                                                -------------------------------
                                                   Diana Maranon
                                            Its:  Secretary



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                            CERTIFICATE OF AMENDMENT
                                       OF
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                      BRILLIANT DIGITAL ENTERTAINMENT, INC.


     The undersigned, Kevin Bermeister, the President and Chief Executive
Officer, of Brilliant Digital Entertainment, Inc. (the "Corporation"), a
corporation organized and existing by virtue of the General Corporation Law (the
"GCL") of the State of Delaware, does hereby certify pursuant to Section 103 of
the GCL as to the following:

1.   The name of the Corporation is Brilliant Digital Entertainment, Inc. The
     original Certificate of Incorporation was filed with the Secretary of State
     of the State of Delaware on July 31, 1996.

2.   The Board of Directors of the Corporation, pursuant to Section 242 of the
     GCL, adopted the following resolution:

     RESOLVED, that the first paragraph of ARTICLE IV, of the Certificate of
     Incorporation is amended to read in its entirety as follows:

     "This Corporation is authorized to issue two classes of shares, designated,
     respectively, "Preferred Stock" and "Common Stock." Each class of stock
     shall have a par value of $0.001 per share. The number of shares of
     Preferred Stock authorized to be issued is 1,000,000 and the number of
     shares of Common Stock authorized to be issued is 150,000,000."

3.   The majority of the Stockholders of the Corporation, pursuant to Section
     228 of the GCL, ratified the Amendment as set forth above.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment of Amended and Restated Certificate of Incorporation as of the 20th
day of February, 2002.




                                             /S/ KEVIN BERMEISTER
                                            -----------------------------------
                                            Kevin Bermeister, President and
                                            Chief Executive Officer