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                                                                    EXHIBIT 3.1

                                    COMPOSITE

                          CERTIFICATE OF INCORPORATION

                                       OF

                             ALLEGRO NEW MEDIA, INC.
                            (A DELAWARE CORPORATION)


                                   * * * * * *


                    FIRST: The name of the corporation is:

                             ALLEGRO NEW MEDIA, INC.

                    SECOND: The location of the registered office of the
Corporation in the State of Delaware is at Corporation Trust Center, 1209 Orange
Street, City of Wilmington, County of New Castle. The name of the registered
agent of the Corporation in the State of Delaware at such address upon whom
process against the Corporation may be served is The Corporation Trust Company.

                    THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware.

                    FOURTH: (a) The total number of shares of all classes of
stock which the Corporation shall have authority to issue is THIRTY-TWO MILLION
(32,000,000) shares. Of these (i) THIRTY MILLION (30,000,000) shares shall be
shares of Common Stock of the par value of $.001 per share; (ii) ONE MILLION
NINE HUNDRED THIRTY-NINE THOUSAND FOUR HUNDRED EIGHTY (1,939,480) shares shall
be Serial Preferred Stock of the par value of $.001 per share; and (iii)
SIXTY-THOUSAND FIVE HUNDRED TWENTY (60,520) shares shall be Class B Voting
Preferred Stock, Series A of the par value of $.001 per share.

                    (b) The statement of the relative rights, preferences and
limitations of the shares of each class is as follows:

                    A. Serial Preferred Stock. The Serial Preferred Stock may be
issued from time to time in classes or series and shall have such voting powers,
full or limited, or no voting powers, and such designations, preferences and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions of the Board of Directors providing for the issuance
of such stock.
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                    1. Designation. (a) The designation of the series of Serial
Preferred Stock created hereby shall be "Class B Voting Preferred Stock, Series
A" (hereinafter called the "Class B Preferred"), and the number of shares
constituting the Class B Preferred is 60,520.

                    (b) All shares of Class B Preferred shall be identical with
each other in all respects. All shares of Class B Preferred shall rank, as to
the payment of dividends and of distributions of assets upon any dissolution,
liquidation or winding up of the Corporation, prior to the common stock, par
value $.001 per share, of the Corporation, and any other stock which by its
terms ranks junior to the Class B Preferred and on a parity with any other class
or series of stock of the Corporation ranking on a parity with the Class B
Preferred as to distribution upon dissolution, liquidation or winding up of the
Corporation.

                    (c) Shares of the Class B Preferred that have been redeemed,
purchased or otherwise acquired by the Corporation shall not be reissued as
Class B Preferred and when retired as provided by the General Corporation Law of
the State of Delaware, shall have the status of authorized but unissued shares
of Serial Preferred Stock, without designation as to series until such shares
are once more designated as part of a particular series by the Board of
Directors of the Corporation or a duly authorized committee thereof.

                    2. Dividends. Each holder of shares of Class B Preferred
(each a "Holder") shall not be entitled to receive any dividends.

                    3. Liquidation Rights. (a) Upon the dissolution, liquidation
or winding up of the affairs of the Corporation, whether voluntary or
involuntary, the Holders of shares of Class B Preferred then outstanding shall
be entitled to receive, out of the assets of the Corporation available for
distribution to stockholders after satisfying claims of creditors but before
distributions of assets shall be made on the Common Stock or any other class or
series of stock ranking junior to the shares of Class B Preferred upon
liquidation, dissolution or winding up of the Corporation, the amount of $.001
per share plus an amount equal to all accrued but unpaid dividends on such
shares to the date of final distribution.

                    (b) Neither the sale, lease or exchange (for cash, shares of
stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation, nor the merger or consolidation of the
Corporation into or with any other corporation, or the merger or consolidation
of any other corporation into or with the Corporation, shall be deemed to be a
dissolution, liquidation or winding up, voluntary or involuntary, for the
purposes of this paragraph.

                    (c) After payment to the Holders of the full preferential
amount provided for in this paragraph 3 ($605.20), holders of shares of Class B
Preferred in their capacity as Holders shall have no right or claim to any of
the remaining assets of the Corporation.

                    (d) If the assets of the Corporation available for
distribution to the Holders upon dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, shall be insufficient to pay in
full all amounts to which the Holders are entitled pursuant to clause (a) of
this paragraph 3, and to which holders of any other class or series of stock of
the Corporation ranking on a

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parity with the Class B Preferred as to distribution upon dissolution,
liquidation or winding up of the Corporation (collectively, the "Parity
Stockholders") are entitled pursuant to the Certificate of Incorporation, as it
may be amended from time to time (including any Certificate of Designations),
then such assets shall be distributed among the Holders of the Class B Preferred
and the Parity Stockholders ratably in proportion to the full amounts otherwise
due such Holders and Parity Stockholders.

                    4. Voting Rights. (a) The Holders of shares of Class B
Preferred shall vote together with the shares of Common Stock of the
Corporation. The Holder of each share of Class B Preferred shall be entitled to
ten (10) votes per share of Class B Preferred.

                    (b) Voting rights hereunder shall be exercised at each
meeting of stockholders for the election of directors or otherwise or in
connection with a written consent in lieu thereof, as the case may be.

                    B. Common Stock. Subject to the rights, privileges,
preferences and priorities of any holders of Serial Preferred Stock, the Common
Stock shall be entitled to dividends out of funds legally available therefor,
when, as and if declared and paid to the holders of Common Stock, and upon
liquidation, dissolution or winding up of the Corporation, to share ratably in
the assets of the Corporation available for distribution to the holders of
Common Stock. Except as otherwise provided herein or by law, the holders of the
Common Stock shall have full voting rights and powers, and each share of Common
Stock shall be entitled to one vote. All shares of Common Stock shall be
identical with each other in every respect.


                    FIFTH: The name and mailing address of the incorporator is
as follows:


                           Neil M. Kaufman
                           Blau, Kramer, Wactlar
                           & Lieberman, P.C.
                           100 Jericho Quadrangle
                           Suite 225
                           Jericho, New York  11753


                    SIXTH: (a) The number of directors of the corporation shall
be determined in the manner prescribed by the by-laws of this corporation.

                    (b) The Board of Directors shall be divided into three (3)
classes as nearly equal in number as possible, and no class shall include less
than one (1) director. The terms of the office of the directors initially
classified shall be as follows: that of Class I shall expire at the next annual
meeting of shareholders to be held in 1994, Class II at the second annual
meeting of shareholders to be held in 1995 and Class III at the third succeeding
annual meeting of shareholders to be held in 1996. The foregoing

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notwithstanding, each director shall serve until his successor shall have been
duly elected and qualified, unless he shall resign, become disqualified,
disabled or shall otherwise be removed. Whenever a vacancy occurs on the Board
of Directors, a majority of the remaining directors have the power to fill the
vacancy by electing a successor director to fill that portion of the unexpired
term resulting from the vacancy.

                    (c) At each annual meeting of shareholders after such
initial classification, directors chosen to succeed those whose terms then
expire at such annual meeting shall be elected for a term of office expiring at
the third succeeding annual meeting of shareholders after their election. When
the number of directors is increased by the Board of Directors and any newly
created directorships are filled by the Board of Directors, there shall be no
classification of the additional directors until the next annual meeting of
shareholders. Directors elected, whether by the Board of Directors or by the
shareholders, to fill a vacancy, subject to the foregoing, shall hold office for
a term expiring at the annual meeting at which the term of the Class to which
they shall have been elected expires. Any newly created directorships or any
decrease in directorships shall be so apportioned among the classes as to make
all classes as nearly equal in number as possible.

                    SEVENTH: Meetings of stockholders may be held within or
without the State of Delaware as the by-laws may provide. The books of the
corporation may be kept (subject to any provision contained in the statutes)
outside 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 by-laws of the corporation.
Election of directors need not be by written ballot unless the by-laws of the
corporation shall so provide.

                    EIGHTH: Subject to the provisions contained in Article
TWELFTH hereof, the corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

                    NINTH: Any action required to be taken or which may be taken
at any annual or special meeting of stockholders of the corporation may be taken
without a meeting, without prior notice and without a vote, if a consent or
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.

                    TENTH: Special meetings of stockholders may be called by the
Chairman of the Board, President or a majority of the Board of Directors or at
the written request of stockholders owning at least sixty-six and two-thirds
percent (66-2/3%) of the entire voting power of the corporation's capital stock.

                     ELEVENTH: In the event that it is proposed that the
corporation enter into a merger or consolidation with any other corporation and
such other corporation or its affiliates singly or in the aggregate own or
control directly or indirectly fifteen (15%) percent or more of the outstanding
voting power of the capital stock of this corporation, or that the corporation
sell substantially all of its assets or

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business to such other corporation, the affirmative vote of the holders of not
less than sixty-six and two-thirds (66-2/3%) percent of the total voting power
of all outstanding shares of capital stock of this corporation shall be required
for the approval of any such proposal; provided, however, that the foregoing
shall not apply to any such merger, consolidation or sale of assets or business
which was approved by resolutions of the Board of Directors of this corporation
prior to the acquisition of the ownership or control of fifteen (15%) percent of
the outstanding shares of this corporation by such other corporation or its
affiliates, nor shall it apply to any such merger, consolidation or sale of
assets or business between this corporation and another corporation, fifty (50%)
percent or more of the total voting power of which is owned by this corporation.
For the purposes hereof, an "affiliate" is any person (including a corporation,
partnership, trust, estate or individual) who directly or indirectly through one
or more intermediaries, controls, or is controlled by, or is under common
control with, the person specified; and "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of management and
policies of a person, whether through the ownership of voting securities, by
contract, or otherwise.

                    TWELFTH: The provisions set forth in Articles SIXTH, NINTH,
TENTH AND ELEVENTH above may not be altered, amended or repealed in any respect
unless such alteration, amendment or repeal is approved by the affirmative vote
of the holders of not less than sixty-six and two-thirds percent (66-2/3%) of
the total voting power of all outstanding shares of capital stock of the
corporation.

                    THIRTEENTH: Each person who at any time is or shall have
been a director or officer of the Corporation and is threatened to be or is made
a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is, or he or his testator or intestate was, a director, officer,
employee or agent of the Corporation, or served at the request of the
Corporation as a director, officer, employee, trustee or agent of another
corporation, partnership, joint, venture, trust or other enterprise, shall be
indemnified against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with any such threatened, pending or completed action, suit or proceeding to the
full extent authorized under Section 145 of the General Corporation Law of the
State of Delaware. The foregoing right of indemnification shall in no way be
exclusive of any other rights of indemnification to which such director,
officer, employee or agent may be entitled under any By-Law, agreement, vote of
stockholders or disinterested directors, or otherwise.

                    FOURTEENTH: Any and all right, title, interest and claim in
or to any dividends declared by the Corporation, whether in cash, stock, or
otherwise, which are unclaimed by the stockholder entitled thereto for a period
of six (6) years after the close of business on the payment date shall be and be
deemed to be extinguished and abandoned; such unclaimed dividends in the
possession of the Corporation, its transfer agents, or other agents or
depositaries, shall at such time become the absolute property of the
Corporation, free and clear of any and all claims for any person whatsoever.

                    FIFTEENTH: Any and all directors of the Corporation shall
not be liable to the Corporation or any stockholder thereof for monetary damages
for breach of fiduciary duty as director

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except as otherwise required by law. No amendment to or repeal of this Article
FIFTEENTH 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 act or
omission of such director occurring prior to such amendment or repeal.

                    SIXTEENTH: The Board of Directors of the Corporation shall
expressly have the power and authorization to make, alter and repeal the By-Laws
of the Corporation, subject to the reserved power of the stockholders to make,
alter and repeal any By-Laws adopted by the Board of Directors.



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