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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                          DSL ENTERTAINMENT GROUP, INC.

         The undersigned certifies that:

         1.      He is the president and the secretary of DSL Entertainment
                 Group, Inc.

         2.      The Articles of Incorporation of this corporation are amended
                 and restated in their entirety to read as follows:

                                        I

         The name of this corporation is Team Communications Group, Inc.

                                       II

                 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 California, other than the banking business,
the trust company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.

                                       III

         A.      Capital Stock.

                                  This corporation is authorized to issue two
                          classes of stock to be designated, respectively,
                          "Common Stock" and "Preferred Stock."  The total
                          number of shares which the corporation is authorized
                          to issue is 20,000,000 of which 18,000,000 shares
                          shall be Common Stock and 2,000,000 shares shall be
                          Preferred Stock.  All Common and Preferred shares
                          shall have no par value.

         B.      Preferred Stock.

                                  The Preferred Stock may be divided into such
                          number of series as the board of directors may
                          determine.  The board of directors is authorized to
                          determine and alter the rights, preferences,
                          privileges and restrictions granted to or imposed
                          upon any wholly unissued series of Preferred Stock,
                          and to fix the number of shares of any series of
                          Preferred Stock and the designation of any series of
                          Preferred Stock.  The board of directors, within the
                          limits and restrictions stated in any resolution or
                          resolutions of the board of directors originally
                          fixing the number of shares constituting any series,
                          may increase or decrease (but not below the number of
                          shares of such series then outstanding) the number of
                          shares of any series subsequent to the issue of
                          shares of that series.
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         C.      Common Stock.

                                  Upon the filing of these Amended and Restated
                          Articles of Incorporation, each outstanding share of
                          Common Stock is hereby converted into 0.439 share of
                          Common Stock.  In lieu of the issuance of any
                          fractional shares that would otherwise result from
                          the reverse stock split effected by the preceding
                          sentence, the corporation shall pay any shareholder
                          that would otherwise receive a fractional share, cash
                          equal to the fair value of such fraction.

                                       IV

         The liability of the directors of the corporation for monetary damages
shall be eliminated to the fullest extent permissible under California law.

                                        V

         The corporation is authorized to indemnify the directors and officers
of the corporation to the fullest extent permissible under California law.

3.       The foregoing amendment and restatement of Articles of Incorporation
         has been duly approved by the board of directors.

4.       The foregoing amendment and restatement of Articles of Incorporation
         has been duly approved by the required vote of shareholders in
         accordance with Section 902 of the California Corporations Code.  The
         total number of outstanding shares of the corporation is 2,672,525.
         The number of shares voting in favor of the amendment equaled or
         exceeded the vote required.  The percentage vote required was more
         than 50%.

         I further declare under penalty of perjury under the laws of the State
of California that the matters set forth in this certificate are true and
correct of my own knowledge.


                                                 DSL ENTERTAINMENT GROUP, INC.


Date: January 21, 1997                     By:__________________________________
                                                      Drew S. Levin, President


Date: January 21, 1997                     By:__________________________________
                                                      Drew S. Levin, Secretary






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