Exhibit 3.1
 
 RHI ENTERTAINMENT, INC.
 AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
 DATED AS OF JUNE 23, 2008




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TABLE OF CONTENTS
 PageARTICLE I. NAME
    
    
    1ARTICLE II. REGISTERED ADDRESS, AGENT
    
    
    1ARTICLE III. PURPOSES
    
    
    1ARTICLE IV. CAPITAL, VOTING, EXCHANGE, CONVERSION
    
    
    2ARTICLE V. BOARD OF DIRECTORS
    
    
    5ARTICLE VI. NO LIABILITY
    
    
    7ARTICLE VII. INDEMNIFICATION
    
    
    7ARTICLE VIII. ACTION BY CONSENT
    
    
    8ARTICLE IX. STOCKHOLDER MEETINGS
    
    
    9ARTICLE X. ELECTIONS
    
    
    9ARTICLE XI. BYLAWS
    
    
    9ARTICLE XII. AMENDMENT OF CERTIFICATE
    
    
    9ARTICLE XIII. EXISTENCE
    
    
    9ARTICLE XIV. CORPORATE OPPORTUNITIES
    
    
    10ARTICLE XV. NON-ASSESSABLE
    
    
    10ARTICLE XVI. SECTION 203
    
    
    10ARTICLE XVII. DEFINITIONS
    
    
    10
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AMENDED AND RESTATED
 CERTIFICATE OF INCORPORATION
 OF
 RHI ENTERTAINMENT, INC.
 Corporation
 .
 Certificate DGCL
   ARTICLE I.  NAME
  ARTICLE II.  REGISTERED ADDRESS, AGENT
 .
 ARTICLE III.  PURPOSES
  1




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ARTICLE IV.  CAPITAL, VOTING, EXCHANGE, CONVERSION
 Authorized Shares
 Common Stock
 Preferred Stock
  Voting Power of Common Stock
  Dividends and Distributions
 Mergers, Consolidation, Etc.
 2




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Preferred Stock Preferred
Stock Designation
        3




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Liquidation, Dissolution or Winding Up
 Notice
 4




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ARTICLE V.  BOARD OF DIRECTORS
 Classification and Election of Directors
 Board
 Class I Class II Class III
  Term of Office
 Removal
 Notice of Nominations
 Newly Created Directorships and Vacancies
 5




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Supermajority Vote of Board of Directors for Certain Matters
  (i)
    
    except as provided in the Annual Business Plan,
acquire, dispose, lease or license assets by Holdings II or any
Subsidiary or enter into any contract or contracts to do the foregoing,
in a single transaction or in two or more transactions (related or
unrelated) in any consecutive twelve-month period with an aggregate value
(as determined in good faith by the Board) exceeding 20% of the fair
market value of the business of Holdings II and its Subsidiaries taken
together and operating as a going concern (as determined in good faith by
the Board);(ii)
    
    merge, reorganize, recapitalize, reclassify,
consolidate, dissolve, liquidate or enter into a similar transaction;(iii)
    
    incur any funded indebtedness (including the
refinancing of any funded indebtedness) or repay before due any funded
indebtedness (other than a working capital revolving line of credit) with
a fixed term in either case, in a single transaction or in two or more
transactions (related or unrelated) in an aggregate amount in excess of
$50.0 million per year;(iv)
    
    authorize, issue, grant or sell additional
Membership Units in Holdings II (including, without limitation, pursuant
to Section 3.4(d)(ii)) or rights with respect to Membership Units, other
than under or pursuant to the Approved Plan;(v)
    
    enter into, modify or terminate certain contracts
not in the ordinary course of business of the type specified in Item
601(b)(10)(i) of Regulation S-K;(vi)
    
    except as specifically set forth in the LLC
Agreement, declare, set aside or pay any redemption of, or dividends with
respect to, membership interests, payable in cash, property or otherwise;
and
 6




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(vii)
    
    approve any actions relating to Holdings II that
could reasonably be expected to have a material adverse tax effect on
KRH.
  ARTICLE VI.  NO LIABILITY
  ARTICLE VII.  INDEMNIFICATION
 Right to Indemnification Proceeding
 7




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Prepayment of Expenses provided however
 Claims
 Non-Exclusivity of Rights
 Other Indemnification
 Indemnification of Other Persons provided however
 ARTICLE VIII.  ACTION BY CONSENT
  8




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ARTICLE IX.  STOCKHOLDER MEETINGS
  ARTICLE X.  ELECTIONS
  ARTICLE XI.  BYLAWS
  ARTICLE XII.  AMENDMENT OF CERTIFICATE
  ARTICLE XIII.  EXISTENCE
  9




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ARTICLE XIV.  CORPORATE OPPORTUNITIES
  ARTICLE XV.  NON-ASSESSABLE
  ARTICLE XVI.  SECTION 203
  ARTICLE XVII.  DEFINITIONS
  Affiliate
 Annual Business Plan
 Approved Plan
 Beneficial Owner
 10




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Board
 Bylaws
 Certificate
 Change of Control
 Common Stock
 Corporation
 Designee
 DGCL
 Director Designation Agreement
 Exchange
 Holdings II
 KRH
 LLC Agreement
 Manager
 Member
 Membership Interest
 Membership Unit
 11




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Permitted Transferee
 Person
 Preferred Stock
 Preferred Stock Designation
 Proceeding
 Rights
 Subsidiary
 Transfer
 Ultimate Parent
 12




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RHI ENTERTAINMENT, INC.By:
    /s/ Henry S. HobermanName:
    Henry S. HobermanTitle:
    Executive Vice President, 
General Counsel &
Secretary