<PAGE>

                                                                     Exhibit 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                             MEDICONSULT.COM, INC.

  1.  Name.  The name of the Corporation shall be: Mediconsult.com, Inc.
      ----

  2.  Registered Office and Agent.  The address of the corporation's registered
      ---------------------------
office in the State of Delaware is: 1013 Centre Road, Wilmington, Delaware
19805, New Castle County.  The name of the Corporation's registered agent at
such address is: Corporation Service Company.

  3.  Purpose.  The nature of the business or purposes to be conducted or
      -------
promoted is: to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

  4.  Duration.  The corporation is to have perpetual existence.
      --------

  5.  Capital Stock.
      -------------

      5.01.  Authorized Shares. The aggregate number of shares which the Company
             -----------------
shall have authority to issue is One Hundred and Five Million. One Hundred
Million shall be designated "Common Stock" and shall have a par value of $.001.
Five Million (5,000,000) shares shall be designated "Preferred Stock" and shall
have a par value of $.001. All shares of the Company shall be issued for such
consideration, expressed in dollars, as the Board of Directors may, from time to
time, determine.

      5.02.  Consideration for Stock.  Shares of Common and Preferred Stock
             -----------------------
issued shall be fully paid and nonassessable if (a) the entire amount of
consideration has been received by the Company in the form of cash, services
rendered, personal property, real property, leases of real property, or a
combination thereof; or (b) not less than the amount of the consideration
determined to be capital pursuant to Section 154 of the General Corporation Law
of Delaware has been received by the Company in the form specified in clause (a)
and the Company has received a binding obligation of the subscriber to pay the
balance of the consideration due. The Board of Directors shall have sole
authority to determine the consideration to be received for the Company's stock
and treasury stock, which shall not be less than the par value thereof.

      5.03.  Common Stock.  The Common Stock may be issued from time to time in
             ------------
one or more classes or series in any manner permitted by law, as determined by
the Board of Directors and stated in the resolution or resolutions providing for
issuance thereof. Each class or series shall be appropriately designated, prior
to issuance of any shares thereof, by some distinguishing letter, number or
title. All shares of each class or series of Common Stock shall be alike in
every particular and shall be of equal rank and have the same power, preferences
and rights, and shall be subject to the same qualifications, limitations and
restrictions, if any. The Common Stock may have such voting powers (full,
limited, contingent or no voting powers), such designations, preferences and
relative, participating, optional or other special rights, and be subject to
such qualifications, limitations and restrictions, as the Board of Directors
shall determine by resolution or resolutions. Unless otherwise resolved by the
Board of Directors, each Common Stock share shall be of the same class and carry
such voting rights as elsewhere provided for in this Charter, without any
designation, preference or relative, participating, optional or other special
rights, and subject to no qualification, limitation or restriction.
<PAGE>

      5.04.  Preferred Stock.  The Preferred Stock may be issued from time to
             ---------------
time in series as determined by the Board of Directors and stated in the
resolution or resolutions providing for issuance thereof. The Board of Directors
is further authorized to fix and determine the variations in the relative rights
and preferences as between series. Each such series shall be appropriately
designated, prior to the issuance of any shares thereof, by some distinguishing
letter, number, or title. The Preferred Stock may have limited, contingent or no
voting powers, may have such designations, preferences, and relative,
participating, optional or other special rights, and be subject to such
qualifications, limitations and restrictions, as the Board of Directors shall
determine by resolution or resolutions. The Preferred Stock further may be made
subject to redemption by the Company at its option or at the options of the
holders thereof and may be convertible into Common Stock or exchangeable for
other securities of the Company.

      5.05.  Amendment of Shareholder Rights.  So long as no shares of any class
             -------------------------------
or series established by resolution of the Board of Directors have been issued,
the voting rights, designations, preferences and relative, optional,
participating or other rights of these shares may be amended by resolution of
the Board of Directors.

      5.06.  Shares Reacquired by the Company.  Shares of the Company's Common
             --------------------------------
Stock or Preferred Stock redeemed or otherwise reacquired by the Company shall
not be canceled and retired, unless the Board of Directors specifically so
resolves at the time issuance thereof is authorized, but shall be given the
status of authorized and unissued shares.

      5.07.  Dividends.  Dividends in cash, property or shares of the Company
             ---------
may be paid upon the Preferred and Common Stock, as and when declared by the
Board of Directors, out of funds of the Company to the extent and in the manner
permitted by law. If at any time the Company has outstanding more than one class
of shares, it may pay dividends on its shares to the holders of any class of
shares, without the vote of shareholders of the class in which the payment is to
be made.

      5.08.  Voting Rights; Cumulative Voting.  Each outstanding share of Common
             --------------------------------
Stock shall be entitled to one vote and each fractional share of Common stock
shall be entitled to a corresponding fractional vote on each matter submitted to
a vote of shareholders. The voting rights of Preferred Stock, if any, shall be
established by the Board of Directors at the time such stock is issued in
series. Cumulative voting shall not be allowed in the election of directors of
the Company.

      5.09.  Voting Rights of Debt Holders.  Holders of debentures, bonds or
             -----------------------------
other obligations of the Company may, at the time of issuance thereof, be given
the right to vote in the election of Directors or other voting rights. Any such
voting rights may be fixed or contingent.

      5.10.  Denial of Pre-emptive Rights.  No holder of any shares of the
             ----------------------------
Company, whether now or hereafter authorized, shall have any pre-emptive or
preferential right to acquire any shares or securities of the Company, including
shares or securities held in the treasury of the Company.

      5.11.  Distribution in Liquidation.  Upon any liquidation, dissolution or
             ---------------------------
winding up of the Company, and after paying or adequately providing for the
payment of all its obligations, including any preferences granted to Preferred
Stock, the remainder of the Company, a portion of its assets, in cash or
property, subject to the limitations contained in the General Corporation Law of
Delaware.  Any such partial liquidation may be made without the vote or approval
of shareholders.  The Company may also make purchases of its Common or Preferred
Stock, directly or indirectly, to the extent of unreserved and unrestricted
earned surplus available, without the vote or approval of shareholders.
<PAGE>

  6.  Quorum.  One-third (1/3) of the total voting power, or where a separate
      ------
vote by class or series is required, one-third (1/3) of the shares of each such
class or series, represented in person or by proxy, shall constitute a quorum at
any meeting of the Company's shareholders.

  7.  Vote Required.  Any action to be taken by the Company's shareholders may
      -------------
be taken by a majority of the voting power present, in person or by proxy,
except where this Charter or the Company's Bylaws then in effect require a
higher proportion of the voting power present, a proportion of the total voting
power, or both. Nothing contained in this Article 7 shall affect the voting
rights of holders of any class or series of shares entitled to vote as a class
or by series.

  8.  Action Without Meeting.  Notwithstanding any other provision of this
      ----------------------
Charter, any action by the shareholders may be taken by written consent in lieu
of a meeting, without prior notice or vote, of the holders of that portion of
the total voting power necessary to authorize such action.  The manner of
obtaining any such written consent shall be governed by the Company's Bylaws.

  9.  Initial Director.  The name of the person who is to serve as the director
      ----------------
until the first annual meeting of shareholders or until his successor is elected
and qualified is Robert E. Jennings.

  10.  Exclusion of Liability.  As authorized by Section 102(b)(7) of the
       ----------------------
General Corporation Law of Delaware, no Director of the Company shall be
personally liable to the Company or any shareholder thereof for monetary damages
for breach of his fiduciary duty as a Director, except for liability (i) for any
breach of a Director's duty of loyalty to the Company or its shareholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) for acts in violation of Section 174 of the
General Corporation Law of Delaware, as it now exists or may hereafter be
amended, or (iv) for any transaction from which a Director derives an improper
personal benefit. This Article 10 shall apply to a person who has ceased to be a
Director of the Company with respect to any breach of fiduciary duty which
occurred when such person was serving as a Director. This Article 10 shall not
be construed to limit or modify in any way any director's right to
indemnification or other right whatsoever under this Charter, the Company's
Bylaws or the General Corporation Law of Delaware. If the General Corporation
Law of Delaware hereafter is amended to authorize the further elimination or
limitation of the liability of directors, then the liability of the Company's
Directors, in addition to the limitation on personal liability provided herein,
shall be limited to the fullest extent permitted by the General Corporation law
of Delaware as so amended. Any repeal or modification of this Article 10 by the
shareholders shall be prospective only and shall not adversely affect any
limitation on the personal liability of any Director existing at the time of
such repeal or modification. The affirmative vote of at least two-thirds (2/3)
of the total voting power shall be required to amend or repeal, or adopt any
provision inconsistent with, this Article 10.

  11.  Indemnification.
       ---------------

       11.01.  Actions, Suits or Proceedings other than by or in the Right of
               --------------------------------------------------------------
the Company.  The Company shall indemnify any person who was or is a party or is
-----------
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason of the fact
that he is or was or has agreed to become a director or officer of the Company,
or is or was serving or has agreed to serve at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against costs, charges, expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Company.  The termination of any action, suit or
<PAGE>

proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the Company.

       11.02.  Actions or Suits by or in the Right of the Company.  The Company
               --------------------------------------------------
shall indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Company to procure a judgment in its favor by reason of the fact that he
is or was or has agreed to become a director or officer of the Company, or is or
was serving or has agreed to serve at the request of the Company as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against costs, charges and expenses (including attorney's fees)
actually and reasonably incurred by him or on his behalf in connection with the
defense or settlement of such action or suit and any appear therefrom, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company except that no indemnification
shall be made in respect of any claim, issue or matter as to which such person
shall have been adjudged to be liable to the Company unless and only to the
extent that the Court of Chancery of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite the
adjudication of such liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such costs,
charges and expenses which the Court of Chancery or such other court shall deem
proper.

       11.03.  Indemnification for Costs, Charges and Expenses of Successful
               -------------------------------------------------------------
Party.  Notwithstanding the other provisions of this Article, to the extent that
-----
a director or officer of the Company has been successful on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, in defense of any action, suit or proceeding referred to in Sections
11.1 and 11.2 of this Article, or in defense of any claim, issue or matter
therein, he shall be indemnified against all costs, charges and expenses
(including attorney's fees) actually and reasonably incurred by him or on his
behalf in connection therewith.

       11.04.  Determination of Right to Indemnification.  Any indemnification
               -----------------------------------------
under Sections 11.1 and 11.2 of this Article (unless ordered by a court) shall
be paid by the Company unless a determination is made (i) by a disinterested
majority of the Board of Directors who were not parties to such action, suit or
proceeding, or (ii) if such disinterested majority of the Board of Directors so
directs, by independent legal counsel in a written opinion, or (iii) by the
shareholders, that indemnification of the director or officer is not proper in
the circumstances because he has not met the applicable standard of conduct set
forth in Sections 11.1 and 11.2 of this Article.

       11.05.  Advances of Costs, Charges and Expenses.  Costs, charges and
               ---------------------------------------
expenses (including attorney's fees) incurred by a person referred to in
Sections 11.1 or 11.2 of this Article in defending a civil or criminal action,
suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding; provided, however, that the
payment of such costs, charges and expenses incurred by a director or officer in
his capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer) in
advance of the final disposition of such action, suit or proceeding shall be
made only upon receipt of an undertaking by or on behalf of the director or
officer to repay all amounts so advanced in the event that it shall ultimately
be determined that such director or officer is not entitled to be indemnified by
the Company as authorized in this Article. Such costs, charges and expenses
incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the majority of the Directors deems appropriate. The
majority of the Directors may, in the manner set forth above, and upon approval
of such director, officer, employee or agent of the Company, authorize the
Company's counsel to represent such person, in any action, suit or proceeding,
whether or not the Company is a party to such action, suit or proceeding.
<PAGE>

       11.06.  Procedure for Indemnification.  Any indemnification under
               -----------------------------
Sections 11.1, 11.2 and 11.3, or advance of costs, charges and expenses under
Section 11.5 of this Article, shall be made promptly, and in any event within 60
days, upon the written request of the director or officer. The right to
indemnification or advances as granted by this Article shall be enforceable by
the director or officer in any court of competent jurisdiction if the company
denies such request, in whole or in part, or if no disposition thereof is made
within 60 days. Such person's costs and expenses incurred in connection with
successfully establishing his right to indemnification, in whole or in part, in
any such action shall also be indemnified by the Company. It shall be a defense
to any such action (other than an action brought to enforce a claim for the
advance of costs, charges and expenses under Section 11.5 of this Article where
the required undertaking, if any, has been received by the Company) that the
claimant has not met the standard of conduct set forth in Sections 11.1 or 11.2
of this Article, but the burden of proving such defense shall be on the
Corporation. Neither the failure of the Company (including its Board of
Directors, its independent legal counsel and its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he has met the applicable
standard of conduct set forth in Sections 11.1 or 11.2 of this Article, nor the
fact that there has been an actual determination by the Company (including its
Board of Directors, its independent legal counsel and its shareholders) that the
claimant has not net such applicable standard of conduct, shall be a defense to
the action or create a presumption that the claimant has not met the applicable
standard of conduct.

       11.07.  Settlement.  If in any action, suit or proceeding, including any
               ----------
appeal, within the scope of Sections 11.1 or 11.2 of this Article, the person to
be indemnified shall have unreasonably failed to enter into a settlement
thereof, then, notwithstanding any other provision hereof, the indemnification
obligation of the Company to such person in connection with such action, suit or
proceeding shall not exceed the total of the amount at which settlement could
have been made and the expenses by such person prior to the time such settlement
could reasonably have been effected.

       11.08.  Other Rights, Continuation of Right of Indemnification.  The
               ------------------------------------------------------
indemnification provided by this Article shall not be deemed exclusive of any
other rights to which any director, officer, employee or agent seeking
indemnification may be entitled under any law (common or statutory), agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his official capacity and as to action in another capacity while holding
office or while employed by or acting as agent for the Company, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent, and shall inure to the benefit of the estate, heirs, executors and
administrators of such person.  All rights to indemnification under this Article
shall be deemed to be a contract between the Company and each director or
officer of the Company who serves or served in such capacity at any time while
this Article is in effect.  Any repeal or modification of this Article or any
repeal or modification of relevant provisions of the General Corporation Law of
Delaware or any other applicable laws shall not in any way diminish any rights
to indemnification of such director, officer, employee or agent or the
obligations of the Company arising hereunder.  This Article shall be binding
upon any successor corporation to this Company, whether by way of acquisition,
merger, consolidation or otherwise.

       11.09.  Insurance.  The Company may purchase and maintain insurance on
               ---------
behalf of any person who is or was or has agreed to become a director, officer,
employee or agent of the Company, or is or was serving at the request of the
Company 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 or on his behalf in any such capacity,
or arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under the provisions of this
Article; provided, however, that such insurance is available on acceptable
terms, which determination shall be made by a vote of a majority of the
Directors.
<PAGE>

       11.10.  Savings Clause.  If this Article or any portion hereof shall be
               --------------
invalidated on any ground by any court of competent jurisdiction, then the
Company (i) shall nevertheless indemnify each director and officer of the
Company and (ii) may nevertheless indemnify each employee and agent of the
Company, a to any cost, charge and expense (including attorney's fees),
judgment, fine and amount paid in settlement with respect to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, including
an action by or in the right of the Company, to the full extent permitted by any
applicable portion of this Article that shall not have been invalidated and to
the full extent permitted by applicable law.

       11.11.  Amendment.  The affirmative vote of at least two-thirds (2/3) of
               ---------
the total voting power shall be required to amend, repeal, or adopt any
provision inconsistent with, this Article. No amendment, termination or repeal
of this Article shall affect or impair in any way the rights of any director or
officer of the company to indemnification under the provisions hereof with
respect to any action, suit or proceeding arising out of, or relating to, any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or appeal.

       11.12.  Subsequent Legislation.  If the General Corporation Law of
               ----------------------
Delaware is amended after approval by the shareholders of this Article to
further expand the indemnification permitted to directors, officers, employees
or agents of the Company, then the Company shall indemnify such persons to the
fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

  12.  Powers.  In furtherance and not in limitation of the powers conferred by
       ------
statute, the board of directors is expressly authorized:

    (a). To make, alter or repeal the bylaws of the corporation;

    (b). To authorize and cause to be executed mortgages and liens upon the real
         and personal property of the corporation;

    (c). To set apart out of any of the funds of the corporation available for
         dividends a reserve or reserves for any proper purpose and to abolish
         any such reserve in the manner in which it was created;

    (d). By a majority of the whole board of directors, to designate one or more
         committees, each committee to consist of one or more of the directors
         of the corporation. The board of directors may designate one or more
         directors as alternate members of any committee, who may replace any
         absent or disqualified member at any meeting of the committee. The
         bylaws may provide that in the absence or disqualification of a member
         of a committee, the member or members thereof present at any meeting
         and not disqualified from voting, whether or not he or they constitute
         a quorum, may unanimously appoint another member of the board of
         directors to act at the meeting in the place of any such agent or
         disqualified member. Any such committee, to the extent provided in the
         resolution of the board of directors, or in the bylaws of the
         corporation, shall have and may exercise all the powers and authority
         of the board of directors in the management of the business and affairs
         of the corporation, and may authorize the seal of the corporation to be
         affixed to all papers which may require it; but no such committee shall
         have the power or authority in reference to amending the certificate of
         incorporation, adopting an agreement of merger or consolidation,
         recommending to the stockholders the sale, lease or exchange of all or
         substantially all of the corporation's property and assets,
         recommending to the stockholders a dissolution of the corporation or a
         revocation of a dissolution, or amending the bylaws of the corporation;
         and, unless the resolution or bylaws expressly so provide, no such
         committee shall have the power or authority to declare a dividend or to
         authorize the issuance of stock;
<PAGE>

    (e). When and as authorized by the stockholders in accordance with statute,
         to sell, lease or exchange all or substantially all of the property and
         assets of the corporation, including its goodwill and its corporate
         franchise, upon such terms and conditions and for such consideration,
         which may consist in whole or in part of money or property, including
         shares of stock in, and/or other securities of, any other corporation
         or corporations, as its board of directors shall deem expedient and for
         the best interests of the corporation.

  13.  Compromise and Reorganization.  Whenever a compromise or arrangement is
       -----------------------------
proposed between the Company and its creditors or any class of them and/or
between the Company 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 Company or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Company under the
provisions of Section 29l of Title 8 of the Delaware Code or on the application
of trustees in dissolution or of any receiver or receivers appointed for the
Company 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 Company, 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 Company, as the case
may be, agree to any compromise or arrangement to any reorganization of the
Company as consequences 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 Company, as the case may be, and also on the Company.

  14.  Bylaws.  The initial Bylaws of the Company shall be adopted by its
       ------
Board of Directors. The power to alter, amend or repeal the Bylaws or adopt new
Bylaws shall be vested in the Board of Directors, subject to the right of the
shareholders to alter, amend or repeal such Bylaws or adopt new Bylaws by the
affirmative vote of at least two-thirds (2/3) of the total voting power. The
Bylaws may contain any provisions for the regulation and management of the
affairs of the Company not inconsistent with law or this Charter.

  15.  Amend Certificate of Incorporation.  The Corporation reserves the right
       ----------------------------------
to amend its Certificate of Incorporation from time to time in accordance with
the General Corporation Law of Delaware.

  16.  Incorporator.  The mailing address of the corporation's incorporator is:
       ------------
Jon D. Sawyer, Krys Boyle Freedman Scott & Sawyer, P.C., 600 - - 17th Street,
Suite 2700, Denver, Colorado 80202.