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                                   EXHIBIT 3.1


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                             MDI ENTERTAINMENT, INC.
                         PURSUANT TO SECTION 242 OF THE
                GENERAL CORPORATION LAW OF THE STATE OF DELAWARE

      The undersigned, the President of MDI Entertainment, Inc., a Delaware
corporation (the "Corporation"), does hereby certify as follows:

1.   The Fourth Article of the Certificate of Incorporation of the Corporation
     is hereby amended to read in its entirety as follows:

     The aggregate number of shares which the Corporation shall have authority
     to issue is thirty million (30,000,000), $.001 par value per share, of
     which five million (5,000,000) shall be designated "preferred stock" and
     twenty-five million (25,000,000) shall be designated "common stock".

     Authority is hereby expressly granted to the Board of Directors of the
     Corporation from time to time to issue the preferred stock as preferred
     stock of any series and, in connection with the creation of each such
     series, to fix by the resolution or resolutions providing for the issue of
     shares thereof, the number of shares of such series, and the designations,
     relative rights, preferences, and limitations, of such series, to the full
     extent now or hereafter permitted by the laws of the State of Delaware.

2.   The Certificate of Incorporation of the Corporation is hereby amended by
     adding an Eighth Article to read in its entirety as follows:

     1.   To the extent permitted by Delaware law from time to time in effect
          and subject to the provisions of paragraph (2) of this Article, the
          Corporation 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
          Corporation) by reason of the fact that he is or was a director,
          officer, employee or agent of the Corporation, or is or was 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 expenses (including attorneys' fees),
          judgments, fines and amounts paid in settlement actually and
          reasonably incurred by him in connection with such action, suit or
          proceeding 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
          Corporation, and, with respect to any criminal action or proceeding,
          had no reasonable cause to believe his conduct was unlawful.

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          The termination of any action, suit or 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 Corporation, and, with respect to any criminal action or 
          proceeding, had reasonable cause to believe that his conduct was
          unlawful.

     2.   Corporation 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 Corporation to procure a
          judgment in its favor by reason of the fact that he is or was a
          director, officer, employee or agent of the Corporation, or is or was
          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 expenses (including attorneys'
          fees) actually and reasonably incurred by him in connection with the
          defense or settlement of such action or suit 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 Corporation and 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 Corporation
          unless and only to the extent that the court in which such action or
          suit was brought shall determine upon application that, despite the
          adjudication of liability but in view of all the circumstances of the
          case, such person is fairly and reasonably entitled to indemnity for
          such expenses which such court shall deem proper.

     3.   To the extent that a present and former director or officer of the
          Corporation has been successful on the merits or otherwise in defense
          of any action, suit or proceeding referred to in paragraphs (1) and
          (2) of this Article, or in defense of any claim, issue or matter
          therein, he shall be indemnified against expenses (including
          attorneys' fees) actually and reasonably incurred by him in connection
          therewith.

     4.   Any indemnification under paragraphs (1) and (2) of this Article
          (unless ordered by a court) shall be made by the Corporation only as
          authorized in the specific case upon a determination that
          indemnification of the present or former director, officer, employee
          or agent is proper in the circumstances because he has met the
          applicable standard of conduct set forth in said paragraphs (1) and
          (2). Such determination shall be made, with respect to a person who is
          a director or officer at the time of such determination, (i) by a
          majority vote of the directors who are not parties to such action,
          suit or proceeding, even though less than a quorum, or (ii) by a
          committee of such directors designated by majority vote of such
          directors, even though less than a quorum, or (iii) if there are no
          such directors, or if such directors so direct, by independent legal
          counsel in a written opinion, or (iv) by the stockholders.

     5.   Expenses (including attorneys' fees) incurred by an officer or
          director in defending a civil, criminal, administrative or
          investigative action, suit or proceeding shall be paid by the
          Corporation in advance of the final disposition of such action, suit
          or proceeding upon receipt of an undertaking by or on behalf of such
          director or officer to repay such amount if it shall ultimately be
          determined that he is not entitled to be indemnified by the
          Corporation as authorized in this Article. Such expenses (including
          attorneys' fees) incurred by former directors and officers or other
          employees and agents shall be so paid upon such terms and conditions,
          if any, as the Corporation deems appropriate.

     6.   The indemnification and advancement of expenses provided by, or
          granted pursuant to, the other paragraphs of this Article shall not be
          deemed exclusive of any other rights to which those seeking 

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          indemnification or advancement of expenses shall be entitled under 
          any by-law, agreement, vote of the stockholders or disinterested 
          directors or otherwise, both as to action in his official capacity 
          and as to action in another capacity while holding such office.

     7.   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 or was 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 the Delaware General Corporation
          Law.

     8.   The indemnification and advancement of expenses provided by, or
          granted pursuant to, this Article shall, unless otherwise provided
          when authorized or ratified, continue as to a person who has ceased to
          be a director, officer, employee or agent and shall inure to the
          benefit of the heirs, executors and administrators of such a person.

     9.   Each person who serves as a director, officer, employee or agent of
          the Corporation or was serving at the request of the Corporation as a
          director, officer, employee or agent of another corporation,
          partnership, joint venture, trust or other enterprise while this
          Article EIGHTH is in effect shall be deemed to be doing so in reliance
          on the provisions of this Article EIGHTH, and neither the amendment or
          repeal of this Article EIGHTH, nor the adoption of any provision of
          this Certificate of Incorporation inconsistent with this Article
          EIGHTH, shall apply to or have any effect on the indemnification of
          such director, officer, employee or agent occurring prior to such
          amendment, repeal, or adoption of an inconsistent provision.

3.   The foregoing amendments were adopted by the holders of the number of
     shares necessary to authorize or take such action at a meeting of the
     stockholders of the Corporation in accordance with the provisions of the
     General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, MDI Entertainment, Inc. has caused this certificate to be
signed by its President this 28th day of February, 1999.


                                            /s/ STEVEN M. SAFERIN 
                                            ----------------------------
                                            Steven M. Saferin, President


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