EXHIBIT 3.01

                            CERTIFICATE OF AMENDMENT
                                     OF THE
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                DOUBLECLICK INC.

    DoubleClick Inc. (the 'Corporation'), a corporation organized and existing
under and by virtue of the General Corporation Law of Delaware, does hereby
certify that:

    1. The name of the Corporation is DoubleClick Inc.

    2. The Certificate of Incorporation of the Corporation is hereby amended by
striking out the second and third sentences of Article IV, Section A thereof and
by substituting in lieu thereof the following:

    'The total number of shares of stock which the Corporation shall have
    authority to issue is Four Hundred Five Million shares. Four Hundred
    Million (400,000,000) shares, par value $0.001 per share, shall be
    Common Stock and Five Million (5,000,000) shares, par value $0.001 shall
    be Preferred Stock.'

    3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Sections 228 and 242 of
the General Corporation Law of the State of Delaware.






    IN WITNESS WHEREOF, DOUBLECLICK INC. has caused this Certificate to be
signed by Kevin J. O'Connor, its Chief Executive Officer, who hereby
acknowledges under penalties of perjury that the facts herein stated are true
and that this certificate is the act and deed of the Corporation, this 24 day of
May, 1999.

                                  DOUBLECLICK INC.

                                  By:      /S/ KEVIN J. O'CONNOR
                                      ..................................
                                      Name:  Kevin J. O'Connor
                                      Title: Chief Executive Officer and
                                             Chairman of the Board of Directors