EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                       OF
                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                         INDIVIDUAL INVESTOR GROUP, INC.


     Pursuant to the General  Corporation Law of the State of Delaware  ("GCL"),
it is hereby certified that:

     1.  The  present   name  of  the   corporation   (hereinafter   called  the
"corporation")  is  Individual  Investor  Group,  Inc.  The name under which the
corporation was incorporated was Financial Data Systems, Inc. The date of filing
the original  certificate of incorporation of the corporation with the Secretary
of State of the State of Delaware was September 19, 1985.

     2. The certificate of incorporation of the corporation is hereby amended by
deleting the first paragraph of Article Fourth and in its stead substituting the
following:

          The  total  number  of  shares  of  all  classes  of  stock  that  the
     Corporation  shall have authority to issue is twenty  million  (20,000,000)
     shares,  of which eighteen  million  (18,000,000)  shares will be shares of
     Common  Stock,  with a par  value of one cent  ($.01)  per  share,  and two
     million  (2,000,000)  shares shall be shares of Preferred Stock, with a par
     value of one cent ($.01) per share.

     3. Except as otherwise amended hereby, the provisions of the certificate of
incorporation of the corporation are in full force and effect.

     4. The amendment to the certificate of incorporation  has been duly adopted
in  accordance  with the  provisions of Section 242 of the GCL, by resolution of
the Board of Directors of the corporation and by affirmative vote of the holders
of a majority of the outstanding  stock entitled to vote thereon at a meeting of
stockholders.

     IN WITNESS  WHEREOF,  the  undersigned  have  signed  this  Certificate  of
Amendment on this 18th day of June 1997.



                                   /s/ Robert Schmidt
                                   -----------------------
                                   Robert Schmidt, President 
ATTEST:


/s/ Scot A. Rosenblum
- ----------------------------
Scot A. Rosenblum, Secretary
                                    
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