AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                           OF GREENFIELD ONLINE, INC.
                             a Delaware corporation
 
      GREENFIELD ONLINE, INC., a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), hereby certifies as follows:
 
      A. The present name of the corporation is Greenfield Online, Inc. The
Corporation was originally incorporated by the filing of its original
Certificate of Incorporation with the Secretary of State of the State of
Delaware on February 24, 2000 under the name "GFOL, Inc." A Certificate of
Amendment of the Certificate of Incorporation was filed with the Secretary of
State of the State of Delaware on each of March 7, 2000 and August 22, 2000. The
Certificate of Incorporation was subsequently amended and restated in its
entirety on each of February 28, 2001, December 26, 2002 and September 12, 2003.
 
      B. This Amended and Restated Certificate of Incorporation amends, restates
and integrates the provisions of the Certificate of Incorporation of the
Corporation in accordance with the applicable provisions of Sections 242 and 245
of the Delaware General Corporation Law, as it may be amended from time to time
(the "DGCL"), and was duly adopted by (i) the requisite vote of the Board of
Directors of the Corporation in accordance with the applicable provision of
Sections 141, 242 and 245 of the DGCL and (ii) the written consent of the
stockholders of this corporation entitled to vote thereon in accordance with the
provisions of Sections 228, 242 and 245 of the DGCL, and written notice of the
action taken was provided to all non-participating stockholders in accordance
with the provisions of Section 228 of the DGCL.
 
      C. This Amended and Restated Certificate of Incorporation shall become
effective immediately upon its filing with the Secretary of State of the State
of Delaware.
 
      D. The text of the Amended and Restated Certificate of Incorporation of
this corporation is hereby amended and restated in its entirety as set forth in
Exhibit A attached hereto.
 
IN WITNESS WHEREOF, Greenfield Online, Inc. has caused this Amended and Restated
Certificate of Incorporation to be executed by the undersigned officer,
thereunto duly authorized, this ___the day of __________, 2004.
 
      GREENFIELD ONLINE, INC.
      a Delaware corporation
 
      By:  _________________________
      Name
      Title
 
 
<PAGE>
 
 
                                    EXHIBIT A
 
                                    ARTICLE I
 
      The name of this corporation is Greenfield Online, Inc. (hereinafter, the
"Corporation").
 
                                   ARTICLE II
 
      The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, City of Wilmington, County of New Castle. The
name of its registered agent at such address is The Corporation Trust Company.
 
                                   ARTICLE III
 
      The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware, as
it may be amended from time to time (the "DGCL").
 
                                   ARTICLE IV
 
      Section 1. This Corporation is authorized to issue shares as follows:
100,000,000 shares of Common Stock, par value $0.0001 per share. Each share of
Common Stock shall entitle the holder thereof to one (1) vote on any matter
submitted to a vote at a meeting of stockholders. 5,000,000 shares of Preferred
Stock, par value $0.0001 per share, which initially shall be undesignated as to
series. Any Preferred Stock not previously designated as to series may be issued
from time to time in one or more series pursuant to a resolution or resolutions
providing for such issue duly adopted by the Board of Directors (authority to do
so being hereby expressly vested in the Board), and such resolution or
resolutions shall also set forth the voting powers, full or limited or none, of
each such series of Preferred Stock and shall fix the designations, preferences
and relative, participating, optional or other special rights of each such
series of Preferred Stock and the qualifications, limitations or restrictions of
such powers, designations, preferences or rights. The Board of Directors is also
authorized to fix the number of shares of each such series of Preferred Stock.
The Board of Directors is authorized to alter the powers, designation,
preferences, rights, qualifications, limitations and restrictions granted to or
imposed upon any wholly unissued series of Preferred Stock and, 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 of
Preferred Stock, to increase or decrease (but not below the number of shares of
any such series then outstanding) the number of shares of any such series
subsequent to the issue of shares of that series.
 
      Each share of Preferred Stock issued by the Corporation, if reacquired by
the Corporation (whether by redemption, repurchase, conversion to Common Stock
or other
 
<PAGE>
 
means), shall upon such reacquisition resume the status of authorized and
unissued shares of Preferred Stock, undesignated as to series and available for
designation and issuance by the Corporation in accordance with the immediately
preceding paragraph.
 
      The Corporation shall from time to time in accordance with the laws of the
State of Delaware increase the authorized amount of its Common Stock if at any
time the number of shares of Common Stock remaining unissued and available for
issuance shall not be sufficient to permit conversion, if applicable, of the
Preferred Stock.
 
      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).
 
         Section 2. Upon the filing of this Amended and Restated Certificate of
Incorporation, a [one-for-ten reverse, one-for-eleven, one-for-twelve,
one-for-thirteen, one-for-fourteen, one-for-fifteen or one-for-sixteen] stock
split [as approved by the Pricing Committee of the Board of Directors] of the
Common Stock, shall become effective, pursuant to which each ten shares of
Common Stock outstanding and held of record by each stockholder of the
Corporation (including treasury shares) immediately prior to the filing of this
Amended and Restated Certificate of Incorporation shall be reclassified and
combined into one share of Common Stock automatically and without any action by
the holder thereof and shall represent one share of Common Stock from and after
the filing of this Amended and Restated Certificate of Incorporation. No
fractional shares of Common Stock shall be issued as a result of such
reclassification and combination. In lieu of any fractional shares to which the
stockholder would otherwise be entitled, the Corporation shall pay cash equal to
such fraction multiplied by the then fair market value of the Common Stock as
determined by the Board of Directors of the Corporation.
 
                                    ARTICLE V
 
      The Corporation is to have perpetual existence.
 
                                   ARTICLE VI
 
      Subject to the rights of the holders of any series of Preferred Stock to
elect additional directors under specified circumstances, the Board of Directors
shall be divided into three classes designated as Class I, Class II and Class
III, respectively. Directors shall be assigned to each class in accordance with
a resolution or resolutions
 
<PAGE>
 
adopted by the Board of Directors. Each class shall consist, as nearly as may be
possible, of one-third of the total number of directors constituting the entire
Board of Directors. At the first annual meeting of stockholders following the
date hereof, 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 date hereof, 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 date hereof, 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. If the number of directors is changed, any
increase or decrease shall be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class shall hold office for a term that shall coincide with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. Notwithstanding the
foregoing provisions of this Article VI, each director shall serve until his
successor is duly elected and qualified or until his earlier death, resignation
or removal.
 
                                   ARTICLE VII
 
      Section 1. The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors.
 
      Section 2. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, alter, amend
or repeal the Bylaws of the Corporation. The affirmative vote of at least a
majority of the Board of Directors then in office shall be required in order for
the Board of Directors to adopt, amend, alter or repeal the Corporation's
Bylaws. The Corporation's Bylaws also may be adopted, amended, altered or
repealed by the affirmative vote of the holders of at least a majority of the
voting power of the issued and outstanding capital stock of the Corporation
entitled to vote in the election of directors; provided, however, that the
provisions of Sections 2.3, 2.4, 2.11, 2.15 and 2.16 and of Article X of the
Bylaws, as well as any provision of the Bylaws concerning the authorized number
of directors, the filling of vacancies arising through death, resignation,
disqualification, removal, an increase in the number of directors or otherwise,
or the removal of directors, may be adopted, amended, altered or repealed by the
stockholders only upon the affirmative vote of the holders of at least eighty
percent (80%) of the voting power of the issued and outstanding capital stock of
the Corporation entitled to vote in the election of directors. No Bylaw
hereafter legally adopted, amended, altered or repealed by the stockholders of
the Corporation shall invalidate any prior act of the directors or officers of
the Corporation which would have been valid if such Bylaw had not been adopted,
amended, altered or repealed.
 
      Section 3. Elections of directors need not be by written ballot unless the
Bylaws of the Corporation shall so provide.
 
<PAGE>
 
      Section 4. At the election of directors of the Corporation, each holder of
Common Stock shall be entitled to one vote for each share held. No stockholder
will be permitted to cumulate votes at any election of directors.
 
      Section 5. The number of directors that constitute the whole Board of
Directors shall be fixed exclusively in the manner designated in the Bylaws of
the Corporation.
 
                                  ARTICLE VIII
 
      Section 1. The liability of the directors for monetary damages shall be
eliminated to the fullest extent permitted by the DGCL, as now or hereafter in
effect. 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.
 
      Section 2. To the fullest extent permitted by law, the Corporation is
authorized to provide indemnification of (and advancement of expenses to)
directors, officers, employees and other agents of the Corporation (and any
other persons to which Delaware law permits the Corporation to provide
indemnification), through Bylaw provisions, agreements with any such director,
officer, employee or other agent or other person, vote of stockholders or
disinterested directors, or otherwise.
 
      Section 3. Neither any amendment or repeal of any Section of this Article
VIII, nor the adoption of any provision of this Certificate of Incorporation or
the Bylaws of the Corporation inconsistent with this Article VIII, shall
adversely affect any right or protection of any director, officer, employee or
other agent established pursuant to this Article VIII existing at the time of
such amendment, repeal or adoption of an inconsistent provision, including
without limitation by eliminating or reducing the effect of this Article VIII,
for or in respect of any act, omission or other matter occurring, or any action
or proceeding accruing or arising (or that, but for this Article VIII, would
accrue or arise), prior to such amendment, repeal or adoption of an inconsistent
provision.
 
                                   ARTICLE IX
 
      Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside of the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
 
                                    ARTICLE X
 
      Section 1. Except as otherwise provided for or fixed by or pursuant to the
provisions of Article IV hereof in relation to the rights of the holders of
Preferred Stock to elect directors under specified circumstances, newly created
directorships resulting
 
<PAGE>
 
from any increase in the number of directors, created in accordance with the
Bylaws of the Corporation, and any vacancies on the Board of Directors resulting
from death, resignation, disqualification, removal or other cause shall be
filled by the affirmative vote of a majority of the remaining directors then in
office, even though less than a quorum of the Board of Directors, or by a sole
remaining director, 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 class of directors in which the new directorship was
created or the vacancy occurred and until such director's successor shall have
been elected and qualified, or until such director's earlier death, resignation
or removal. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
 
      Section 2. Any director or the entire Board of Directors may be removed
from office at any time, but only for cause, and only by the affirmative vote of
the holders of at least a majority of the voting power of the issued and
outstanding capital stock of the Corporation entitled to vote in the election of
directors.
 
                                   ARTICLE XI
 
      Advance notice of new business and stockholder nominations for the
election of directors shall be given in the manner and to the extent provided in
the Bylaws of the Corporation.
 
                                   ARTICLE XII
 
      Section 1. Stockholders of the Corporation (if the Corporation has more
than one stockholder at such time) may not take action by written consent in
lieu of a meeting but must take any actions at a duly called annual or special
meeting.
 
      Section 2. Unless otherwise required by law, special meetings of the
stockholders of the Corporation, for any purpose or purposes, may be called only
by (i) the Board of Directors of the Corporation, (ii) the Chairman of the Board
of Directors of the Corporation, or (iii) the Chief Executive Officer (or, in
the absence of a Chief Executive Officer, the President) of the Corporation.
 
                                  ARTICLE XIII
 
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, and all rights conferred upon stockholders
herein are granted subject to this reservation; provided, however, that the
provisions of Articles VI, VII, X, XI and XII hereof and of this Article XIII
may be amended, altered, changed or repealed only upon the affirmative vote of
the holders of at least eighty percent (80%) of the voting power of the issued
and outstanding capital stock of the Corporation entitled to vote in the
election of directors.
 
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