Restated Certificate of Incorporation

Exhibit 3.1


RESTATED CERTIFICATE OF INCORPORATION


OF


INTERNET CAPITAL GROUP, INC.


Internet Capital Group, Inc., a corporation incorporated on February 2, 1999 under the name ICG Capital Group, Inc. and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:


FIRST: That at a meeting of the Board of Directors held on
________, 1999, a resolution was duly adopted setting forth a
proposed Restatement of the Certificate of Incorporation of
the Corporation, declaring said Restatement to be advisable
and calling for consideration of said proposed Restatement by
the stockholders of the Corporation. The resolution setting
forth the Restatement is as follows:


RESOLVED, that the Certificate of Incorporation of
the Corporation be restated and integrated and also
further amended to read as set forth in Exhibit A
---------
attached hereto.


SECOND: That thereafter, pursuant to the resolution of the
Board of Directors, the proposed Restatement of the
Certificate of Incorporation was approved by written consent
of the stockholders dated July ___, 1999.


THIRD: That said Restatement was duly adopted in accordance
with t he provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, the Corporation has caused this Restated
Certificate of Incorporation to be executed by Walter W.
Buckley, III, its President and Chief Executive Officer, as of
July ___, 1999.


INTERNET CAPITAL GROUP, INC.


By:
-------------------------------------
Walter W. Buckley, III
President and Chief Executive Officer


Exhibit A
---------


RESTATED CERTIFICATE OF INCORPORATION


OF


INTERNET CAPITAL GROUP, INC.


1. Name. The name of the Corporation is Internet Capital Group, Inc.
----


2. Registered Office and Agent. The address of the Corporation's registered
--------------------------- office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Corpo ration Trust.


3. Purpose. The purposes for which the Corporation is formed are to engage in
------- any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware ("DGCL") and to possess and exercise all of the powers and privileges granted by such law and any other law of Delaware.


4. Authorized Capital. The aggregate number of shares of stock which the
------------------ Corporation shall have authority to issue is 310,000,000 shares, divided into two classes consisting of 10,000,000 shares of Preferred Stock, par value $.01 per share ("Preferred Stock"), and 300,000,000 shares of Common Stock, par value $.001 per share ("Common Stock").


The following is a statement of the designations, preferences, qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each such class.


A. PREFERRED STOCK.
---------------


(a) The Board of D irectors is authorized to provide for the issuance
of shares of Preferred Stock in one or more series and, by filing a
certificate pursuant to the applicable provisions of the DGCL (a "Preferred
Stock Certificate of Designation"), to establish from time to time the
number of shares to be included in each such series, with such
designations, preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions thereof as
are stated and expressed in the resolution or resolutions providing for the
issue thereof adopted by the Board of Directors (as such resolutions may be
amended by a resolution or resolutions subsequently adopted by the Board of
Directors), and as are not stated and expressed in this Restated
Certificate of Incorporation including, but not limited to, determination
of any of the following:


(i) the distinctive designation of the series, whether by
numb er, letter or title, and the number of shares which will
constitute the series, which number may be increased or decreased (but
not below the number of shares then outstanding and except where
otherwise provided in the applicable Preferred Stock Certificate of
Designation) from time to time by action of the Board of Directors;


(ii) the dividend rate and the times of payment of dividends,
if any, on the shares of the series, whether such dividends will be
cumulative, and if so, from what date or dates, and the relation which
such dividends, if any, shall bear to the dividends payable on any
other class or classes of stock;


(iii) the price or prices at which, and the terms and conditions
on which, the shares of the series may be redeemed at the option of
the Corporation;


(iv) whether or not the shares of the series will be entitled
to the benefit of a retirement or sinking fund to be applied to the
purchase or redemption of such shares and, if so enti tled, the amount
of such fund and the terms and provisions relative to the operation
thereof;


(v) whether or not the shares of the series will be
convertible into, or exchangeable for, any other shares of stock of
the Corporation or other securities, and if so convertible or
exchangeable, the conversion price or prices, or the rates of
exchange, and any adjustments thereof, at which such conversion or
exchange may be made, and any other terms and conditions of such
conversion or exchange;


(vi) the rights of the shares of the series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
affairs of the Corporation;


(vii) whether or not the shares of the series will have priority
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