AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                 BLUE NILE, INC.
 
 
      Mark C. Vadon and Mark P. Tanoury hereby certify that:
 
      FIRST: The original name of this corporation was RockShop.com, Inc. and
the date of filing the original Certificate of Incorporation of this corporation
with the Secretary of State of the State of Delaware was March 18, 1999. The
Company changed its name to Internet Diamonds, Inc. on June 1, 1999 and
subsequently changed its name to Blue Nile, Inc. on November 4, 1999.
 
      SECOND: They are the duly elected and acting Chief Executive Officer and
Secretary, respectively, of Blue Nile, Inc., a Delaware corporation.
 
      THIRD: The Certificate of Incorporation of this corporation is hereby
amended and restated to read as follows:
 
                                       I.
 
      The name of the corporation is BLUE NILE, INC. (the "CORPORATION" or the
"COMPANY").
 
                                       II.
 
      The address of the registered office of the Corporation in the State of
Delaware is:
 
                  Corporation Service Company
                  2711 Centerville Road, Suite 400
                  Wilmington, Delaware
                  New Castle County
 
      The name of the Corporation's registered agent at said address is
Corporation Service Company.
 
                                      III.
 
      The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the Delaware General Corporation
Law ("DGCL").
 
                                       IV.
 
      A. 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 three hundred five
million (305,000,000) shares. Three hundred million (300,000,000) shares shall
be Common Stock, each having a par value of one-tenth of one cent ($.001). Five
million (5,000,000) shares shall be Preferred Stock, each having a par value of
one-tenth of one cent ($.001).
 
 
                                       1.
<PAGE>
      B. The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is hereby expressly authorized to provide for the
issue of all or any of the shares of the Preferred Stock in one or more series,
and to fix the number of shares and to determine or alter for each such series,
such voting powers, full or limited, or no voting powers, and such designation,
preferences, and relative, participating, optional, or other rights and such
qualifications, limitations, or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board of Directors
providing for the issuance of such shares and as may be permitted by the DGCL.
The Board of Directors is also expressly authorized to increase or decrease the
number of shares of any series subsequent to the issuance of shares of that
series, but not below the number of shares of such series then outstanding. In
case the number of shares of any series shall be decreased in accordance with
the foregoing sentence, the shares constituting such decrease shall resume the
status that they had prior to the adoption of the resolution originally fixing
the number of shares of such series.
 
      C. Each outstanding share of Common Stock shall entitle the holder thereof
to one vote on each matter properly submitted to the stockholders of the
Corporation for their vote; provided, however, that, except as otherwise
required by law, holders of Common Stock shall not be entitled to vote on any
amendment to this Certificate of Incorporation (including any certificate of
designation filed with respect to any series of Preferred Stock) that relates
solely to the terms of one or more outstanding series of Preferred Stock if the
holders of such affected series are entitled, either separately or together as a
class with the holders of one or more other such series, to vote thereon by law
or pursuant to this Certificate of Incorporation (including any certificate of
designation filed with respect to any series of Preferred Stock).
 
                                       V.
 
      For the management of the business and for the conduct of the affairs of
the corporation, and in further definition, limitation and regulation of the
powers of the corporation, of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided that:
 
      A.
 
            1.    MANAGEMENT OF BUSINESS.
 
            The management of the business and the conduct of the affairs of the
corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the Board of Directors shall be fixed exclusively by
resolutions adopted by a majority of the authorized number of directors
constituting the Board of Directors.
 
            2.    BOARD OF DIRECTORS
 
            Subject to the rights of the holders of any series of Preferred
Stock to elect additional directors under specified circumstances, following the
closing of the initial public offering pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "1933 Act"),
covering the offer and sale of Common Stock to the public (the "Initial Public
Offering"), the directors shall be divided into three classes designated as
Class I, Class II and Class III, respectively. At the first annual meeting of
stockholders following the
 
 
                                       2.
<PAGE>
closing of the Initial Public Offering, the term of office of the Class I
directors shall expire and Class I directors shall be elected for a full term of
three years. At the second annual meeting of stockholders following the closing
of the Initial Public Offering, the term of office of the Class II directors
shall expire and Class II directors shall be elected for a full term of three
years. At the third annual meeting of stockholders following the closing of the
Initial Public Offering, the term of office of the Class III directors shall
expire and Class III directors shall be elected for a full term of three years.
At each succeeding annual meeting of stockholders, directors shall be elected
for a full term of three years to succeed the directors of the class whose terms
expire at such annual meeting.
 
      Notwithstanding the foregoing provisions of this section, each director
shall serve until his successor is duly elected and qualified or until his
death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
 
            3.     REMOVAL OF DIRECTORS
 
                  A. Subject to the rights of any series of Preferred Stock to
elect additional directors under specified circumstances, following the closing
of the Initial Public Offering, neither the Board of Directors nor any
individual director may be removed without cause.
 
                  B. Subject to any limitation imposed by law, any individual
director or directors may be removed with cause by the affirmative vote of the
holders of a majority of the voting power of all then-outstanding shares of
capital stock of the corporation entitled to vote generally at an election of
directors.
 
            4.    VACANCIES
 
                  A. Subject to the rights of the holders of any series of
Preferred Stock, any vacancies on the Board of Directors resulting from death,
resignation, disqualification, removal or other causes and any newly created
directorships resulting from any increase in the number of directors, shall,
unless the Board of Directors determines by resolution that any such vacancies
or newly created directorships shall be filled by the stockholders, except as
otherwise provided by law, be filled only by the affirmative vote of a majority
of the directors then in office, even though less than a quorum of the Board of
Directors, and not by the stockholders. Any director elected in accordance with
the preceding sentence shall hold office for the remainder of the full term of
the director for which the vacancy was created or occurred and until such
director's successor shall have been elected and qualified.
 
      B.
 
            1.    BYLAW AMENDMENTS.
 
            The Board of Directors is expressly empowered to adopt, amend or
repeal the Bylaws of the corporation. The stockholders shall also have power to
adopt, amend or repeal the Bylaws of the corporation; provided, however, that,
in addition to any vote of the holders of any class or series of stock of the
corporation required by law or by this Certificate of
 
 
                                       3.
<PAGE>
Incorporation, the affirmative vote of the holders of at least sixty-six and
two-thirds percent (66 2/3%) of the voting power of all of the then-outstanding
shares of the capital stock of the corporation entitled to vote generally in the
election of directors, voting together as a single class, shall be required to
adopt, amend or repeal any provision of the Bylaws of the corporation.
 
            2. BALLOTS.
 
            The directors of the corporation need not be elected by written
ballot unless the Bylaws so provide.
 
            3. ACTION BY STOCKHOLDERS.
 
            No action shall be taken by the stockholders of the corporation
except at an annual or special meeting of stockholders called in accordance with
the Bylaws or by written consent or electronic transmission of stockholders in
accordance with the Bylaws prior to the closing of the Initial Public Offering
and following the closing of the Initial Public Offering no action shall be
taken by the stockholders by written consent or electronic transmission.
 
            4. ADVANCE NOTICE.
 
            Advance notice of stockholder nominations for the election of
directors and of business to be brought by stockholders before any meeting of
the stockholders of the corporation shall be given in the manner provided in the
Bylaws of the corporation.
 
                                       VI.
 
      A. The liability of the directors for monetary damages shall be eliminated
to the fullest extent under applicable law. If the DGCL is amended to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the corporation shall be
eliminated to the fullest extent permitted by the DGCL, as so amended.
 
      B. Any repeal or modification of this Article VI shall be prospective and
shall not affect the rights under this Article VI in effect at the time of the
alleged occurrence of any act or omission to act giving rise to liability or
indemnification.
 
                                      VII.
 
      A. The corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, except as provided in paragraph B. of this
Article VII, and all rights conferred upon the stockholders herein are granted
subject to this reservation.
 
      B. Notwithstanding any other provisions of this Certificate of
Incorporation or any provision of law which might otherwise permit a lesser vote
or no vote, but in addition to any affirmative vote of the holders of any
particular class or series of the corporation required by law or by this
Certificate of Incorporation or any certificate of designation filed with
respect to a series of Preferred Stock, the affirmative vote of the holders of
at least sixty-six and two-thirds
 
 
                                       4.
<PAGE>
percent (66-2/3%) of the voting power of all of the then-outstanding shares of
capital stock of the corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to alter, amend
or repeal Articles V, VI and VII.
 
                                     * * * *
 
      FOUR: This Amended and Restated Certificate of Incorporation has been duly
approved by the Board of Directors of this Corporation.
 
      FIVE: This Amended and Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware by the Board of Directors and
the stockholders of the Corporation. The foregoing amendment and restatement was
approved by the holders of the requisite number of shares of said corporation in
accordance with Section 228 of the General Corporation Law of the State of
Delaware.
<PAGE>
      IN WITNESS WHEREOF, Blue Nile, Inc. has caused this Amended and Restated
Certificate of Incorporation to be signed by its Chief Executive Officer and
Secretary this 25th day of May, 2004.
 
 
                                          BLUE NILE, INC.
 
 
                                          /s/ Mark C. Vadon
                                          ------------------------------------
                                          MARK C. VADON
                                          Chief Executive Officer
 
 
ATTEST:
 
 
By: /s/ Mark P. Tanoury
   ------------------------------------
   MARK P. TANOURY
   Secretary