Exhibit 3.1

                            CERTIFICATE OF AMENDMENT
                       TO THE FOURTH AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               THEGLOBE.COM, INC.

      the  globe.com,  inc., a corporation  organized and existing  under and by
virtue  of  the  General   Corporation   Law  of  the  State  of  Delaware  (the
"Corporation"),

      DOES HEREBY CERTIFY:

      FIRST: That the Board of Directors of the Corporation  adopted resolutions
proposing and declaring  advisable the following amendment to the Fourth Amended
and Restated  Certificate of Incorporation of the Corporation (the "Amendment"),
declaring  said  Amendment  to be  advisable  and in the best  interests  of the
Corporation.

1. Section IV A of the Fourth Amended and Restated  Certificate of Incorporation
of the Corporation shall be amended to read as follows:

                                       IV

      A.  Authorized  Capital Stock.  The aggregate  number of shares of capital
stock which the Corporation  shall have authority to issue is five hundred three
million (503,000,000) shares divided into the following classes:

            1. Five hundred  million  (500,000,000)  shares of Common Stock each
having a par value of  one-tenth  of one cent  ($0.001)  per share (the  "Common
Stock"). Each share of Common Stock shall entitle the holder thereof to one vote
in person or by proxy on all matters  submitted to a vote of the stockholders of
the Corporation; and

            2. Three million  (3,000,000) shares of Preferred Stock, each having
a par value of one-tenth of one cent ($0.001) per share (the "Preferred Stock").

      SECOND: That thereafter, pursuant to resolution of its Board of Directors,
and at the annual meeting of the stockholders of the Corporation,  the necessary
number of shares as required by statute were voted in favor of the Amendment.

      THIRD:  That  said  amendment  was duly  adopted  in  accordance  with the
provisions  of  Section  242 of the  General  Corporation  Law of the  State  of
Delaware.

      FOURTH:  That this  Certificate  of  Amendment  of the Fourth  Amended and
Restated  Certificate  of  Incorporation  shall be effective when filed with the
Delaware Secretary of State.


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      IN WITNESS WHEREOF, the undersigned, being the President of the
Corporation, has caused this Certificate of Amendment to be signed on this 30th
day of November, 2004.



                                               theglobe.com, inc.


                                               /s/ Edward A. Cespedes
                                               -------------------------------
                                               By Edward A. Cespedes
                                               Its: President



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