<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>4
<FILENAME>e500678_ex3-1.txt
<DESCRIPTION>RESTATED CERTIFICATE OF INCORPORATION
<TEXT>

                     "RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                            THE MILLBROOK PRESS INC."

      FIRST: The name of the corporation (hereinafter sometimes called the
"Corporation") is The Millbrook Press Inc.

      SECOND: The address, including street, number, city and county of the
registered office of the Corporation in the State of Delaware is 1013 Centre
Road, Wilmington, County of New Castle, Delaware 19805-1297; and the name of the
registered agent of the Corporation in the State of Delaware at such address is
Corporation Service Company.

      THIRD: The purpose of 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.

      FOURTH: The total number of shares of stock which the Corporation shall
have the authority to issue is thirteen million (13,000,000) shares, consisting
of (i) one million (1,000,000 shares of Preferred Stock, $.10 par value (the
"Preferred Stock") and (ii) twelve million (12,000,000) shares of Common Stock,
$.01 par value (the "Common Stock").

      A. Preferred Stock. The Board of Directors is expressly authorized to
provide for the issuance of all or any shares of the Preferred Stock, in one or
more series, and to fix for each such series such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative,
participating, optional or other special 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
issue of such series (a "Preferred Stock Designation") and as may be permitted
by the General Corporation Law of the State of Delaware. The number of
authorized shares of Preferred Stock may be increased (but not above the number
of authorized shares of the class) or decreased (but not below the number of
shares thereof then outstanding). Without limiting the generality of the
foregoing, the resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or junior
to the Preferred Stock of any other series to the extent permitted by law. No
vote of the holders of the Preferred Stock or Common Stock shall be required in
connection with the designation or the issuance of any shares of any series of
any Preferred Stock authorized by and complying with the conditions herein, the
right to have such vote being expressly waived by all present and future holders
of the capital stock of the Corporation.

      B. Common Stock.

            Section 1. Voting. Except as otherwise required by law or as
otherwise provided in any Preferred Stock Designation, the holders of the Common
Stock shall exclusively possess all voting power and each share of Common Stock
shall have one vote.

<PAGE>

            Section 2. Dividends. The holders of Common Stock shall be entitled
to receive dividends, when, as and if declared by the Board of Directors out of
funds legally available for such purpose and subject to any preferential
dividend rights of any then outstanding Preferred Stock.

            Section 3. Liquidation, Dissolution, Winding Up. After distribution
in full of the preferential amount, if any (fixed in accordance with the
provisions of paragraph A of this Article FOURTH), to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding-up of the Corporation,
the holders of the Common Stock shall be entitled to receive all the remaining
assets of the Corporation, tangible and intangible, of whatever kind available
for distribution to stockholders ratably in proportion to the number of shares
of Common Stock held by them respectively.

      FIFTH: The name and the mailing address of the incorporator is as follows:

                  Robert Londin
                  Morrison Cohen Singer & Weinstein
                  750 Lexington Avenue
                  New York, New York 10022

      SIXTH: The Corporation is to have perpetual existence.

      SEVENTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of Title 8 of the Delaware Code or on the application
of trustees in dissolution under Section 279 of Title 8 of the Delaware Code
order a meeting of the creditors or class of creditors, and/or the stockholders
or class of stockholders of the Corporation, as the case may be, to be summoned
in such manner as the said court directs. If a majority in number representing
three-fourths in value of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of the Corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of the
Corporation, as the case may be, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

      EIGHTH: 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 and of its directors and its stockholders or
any class thereof, as the case may be, it is further provided:

<PAGE>

            1.    The management of the business and the conduct of the affairs
                  of the Corporation, including the election of the Chairman of
                  the Board of Directors, if any, the President, the Treasurer,
                  the Secretary, and other principal officers of the
                  Corporation, shall be vested in its Board of Directors. The
                  number of directors which shall constitute the whole Board of
                  Directors shall be fixed by, or in the manner provided in, the
                  By-Laws. The phrase "whole Board" and the phrase "total number
                  of directors" shall be deemed to have the same meaning, to
                  wit, the total number of directors which the Corporation would
                  have if there were no vacancies. No election of directors need
                  be by written ballot.

            2.    The original By-Laws of the Corporation shall be adopted by
                  the incorporator unless the Certificate of Incorporation shall
                  name the initial Board of Directors therein. Thereafter, the
                  power to make, alter, or repeal the By-Laws, and to adopt any
                  new By-Law, except a By-Law classifying directors for election
                  for staggered terms, shall be vested in the Board of
                  Directors.

            3.    Whenever the Corporation shall be authorized to issue only one
                  class of stock, each outstanding share shall entitle the
                  holder thereof to notice of, and the right to vote at, any
                  meeting of stockholders. Whenever the Corporation shall be
                  authorized to issue more than one class of stock, no
                  outstanding share of any class of stock which is denied voting
                  power under the provisions of the Certificate of Incorporation
                  shall entitle the holder thereof to notice of, and the right
                  to vote at, any meeting of stockholders, except as the
                  provisions of paragraph (b) (2) of Section 242 of the General
                  Corporation Law of the State of Delaware, as the same may be
                  amended and supplemented, shall otherwise require.

      NINTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of Section 102 of the General Corporation Law of the State of Delaware, as
same may be amended and supplemented.

      TENTH: The Corporation shall, to the fullest extent permitted by Section
145 of the General Corporation Law of the State of Delaware, as the same may be
amended and supplemented, indemnify any and all persons whom it shall have power
to indemnify under said section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
such offices, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

      ELEVENTH: From time to time any of the provisions of this Certificate of
Incorporation may be amended, altered or repealed, and other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted in the manner and at the time prescribed by said laws, and all

<PAGE>

rights at any time conferred upon the stockholders of the Corporation by this
Certificate of Incorporation are granted subject to the provisions of this
Article ELEVENTH.

Dated: December 16, 1996


                                                 /s/ Jeffrey Conrad
                                                 -------------------------------
                                                 Jeffrey Conrad, Chief Executive
                                                 Officer and President


/s/ Frank J. Farrell
---------------------------
Frank J. Farrell, Secretary
</TEXT>
</DOCUMENT>
