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                                                                     Exhibit 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                                 GOTO.COM, INC.
                             a Delaware corporation


        GoTo.com, Inc. (the "CORPORATION"), a Corporation organized and existing
under the General Corporation Law of the State of Delaware (the "GENERAL
CORPORATION LAW"), hereby certifies as follows:

        1. That the Corporation was originally incorporated on September 15,
1997, under the name Go2 Technologies, Inc., pursuant to the General Corporation
Law.

        2. Pursuant to Sections 228, 242 and 245 of the General Corporation Law,
this Amended and Restated Certificate of Incorporation restates and integrates
and further amends the provisions of the Certificate of Incorporation of the
Corporation and has been duly adopted by resolutions adopted by the Board of
Directors of the Corporation and the holders of a majority of the Corporation's
outstanding capital stock.

        3. The text of the Certificate of Incorporation is hereby amended and
restated in its entirety as follows:


                                   "ARTICLE I

        The name of the Corporation is GoTo.com, Inc.


                                   ARTICLE II

        The address of the registered office of the Corporation in the State of
Delaware is 15 East North Street, Dover, County of Kent, Delaware 19901. The
name of its registered agent at such address is Incorporating Services, Ltd.


                                   ARTICLE III

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

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                                   ARTICLE IV



        The Corporation is authorized to issue two classes of shares to be
designated, respectively, Common Stock ("COMMON STOCK") and Preferred Stock
("PREFERRED STOCK"). The total number of shares of Common Stock the Corporation
shall have authority to issue is 200,000,000 with a par value of $0.0001 per
share. The total number of shares of Preferred Stock the Corporation shall have
authority to issue is 10,000,000 with a par value of $0.0001 per share.

        A.     Common Stock. The holders of Common Stock shall be entitled to
vote on each matter on which the stockholders of the Corporation shall be
entitled to vote, and each holder of Common Stock shall be entitled to one vote
for each share of such stock held by such holder.

        B.     Preferred Stock.

        The Board of Directors is authorized, subject to limitations prescribed
by law, to provide for the issuance of the shares of Preferred in series and, by
filing a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time the number of shares to be included in such series,
and to fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof.

        The authority of the Board with respect to each series shall include,
but not be limited to, determination of the following:

        (a)    the number of shares constituting that series and the distinctive
designation of that series;

        (b)    the dividend rate on the shares of that series, whether dividends
shall be cumulative and, if so, from which date or dates, and the relative
rights of priority, if any, of payment of dividends on shares of that series;

        (c)    whether that series shall have voting rights, in addition to the
voting rights provided by law and, if so, the terms of such voting rights;

        (d)    whether that series shall have conversion privileges and, if so,
the terms and conditions of such conversion, including provision for adjustment
of the conversion rate in such events as the Board of Directors shall determine;

        (e)    whether or not the shares of that series shall be redeemable and,
if so, the terms and conditions of such redemption, including the date or dates
upon or after which they shall be redeemable and the amount per share payable in
case of redemption, which amount may vary under different conditions and at
different redemption dates;


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        (f)    whether that series shall have a sinking fund for the redemption
or purchase of shares of that series and, if so, the terms and amount of such
sinking fund; and

        (g)    the rights of the shares of that series in the event of voluntary
or involuntary liquidation, dissolution or winding up of the Corporation, and
the relative rights of priority, if any, of payment of shares of that series.

                                    ARTICLE V

        To the fullest extent permitted by the General Corporation Law as the
same exists or as may hereafter be amended, a director of this Corporation shall
not be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director.

        The Corporation may indemnify to the fullest extent permitted by law any
person made or threatened to be made a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that he,
his testator or intestate is or was a director, officer, employee or agent of
the Corporation or any predecessor of the Corporation or serves or served at any
other enterprise as a director, officer, employee or agent at the request of the
Corporation or any predecessor to the Corporation.

        Neither any amendment nor repeal of this Article V, nor the adoption of
any provision of this Certificate inconsistent with this Article V, shall
eliminate or reduce the effect of this Article V, in respect of any matter
occurring, or any cause of action, suit, claim or proceeding accruing or arising
or that, but for this Article V, would accrue or arise, prior to such amendment,
repeal or adoption of an inconsistent provision.


                                   ARTICLE VI

        The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate, in the manner now or hereafter
prescribed by statute or this Certificate, and all rights conferred upon
stockholders herein are granted subject to this reservation.


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                                   ARTICLE VII

        The management of the business and the conduct of the affairs of the
Corporation shall be vested in the Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed in the manner
designated in the Bylaws of the Corporation.

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

        Elections of directors need not be by written ballot unless a
stockholder demands election by written ballot at the meeting and before voting
begins or unless the Bylaws of the Corporation shall so provide.


                                  ARTICLE VIII

        Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.


                                   ARTICLE IX

        Vacancies created by newly created directorships, created in accordance
with the Bylaws of the Corporation, may be filled by the vote of a majority,
although less than a quorum, of the directors then in office, or by a sole
remaining director.


                                    ARTICLE X

        At any time following the closing of the first sale of Common Stock of
the Corporation pursuant to a registration statement declared effective by the
Securities and Exchange Corporation under the Securities Act of 1933, as
amended, stockholders of the Corporation may not take any action by written
consent in lieu of a meeting and any action contemplated by stockholders after
such time must be taken at a duly called annual or special meeting of
stockholders.

        The number of directors which constitute the whole Board of Directors of
the Corporation shall be fixed exclusively by one or more resolution adopted
from time to time by the Board of Directors. The Board of Directors shall be
divided into three classes designated as Class I, Class II and Class III,
respectively. Directors shall be assigned to each class in accordance with a
resolution or resolutions adopted by the Board of Directors. At the first annual
meeting of stockholders following the date hereof, the term of office of the
Class I directors shall expire and Class I directors shall be elected for a full
term


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of three years. At the second annual meeting of stockholders following the date
hereof, the term of office of the Class II directors shall expire and Class II
directors shall be elected for a full term of three years. At the third annual
meeting of stockholders following the date hereof, the term of office of the
Class III directors shall expire and Class III directors shall be elected for a
full term of three years. At each succeeding annual meeting of stockholders,
directors shall be elected for a full term of three years to succeed the
directors of the class whose terms expire at such annual meeting.

        Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the Corporation.


                                   ARTICLE XI

        This Corporation is to have perpetual existence."


                                     * * *


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        IN WITNESS WHEREOF, GoTo.com, Inc. has caused this Amended and Restated
Certificate of Incorporation to be executed by its President and attested by its
Secretary this 18 day of June, 1999.



                                 GOTO.COM, INC.
                                 a Delaware corporation


                                 /s/ JEFFREY BREWER
                                 -------------------------------------
                                 Jeffrey Brewer
                                 President



Attest:


/s/ TODD TAPPIN
---------------------------------
Todd Tappin
Secretary