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                                                                   Exhibit 3.1

                                   RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                               PIVOT RULES, INC.

               Under Section 807 of the Business Corporation Law

                           of the State of New York


                  The undersigned, being the President and Secretary of Pivot
Rules, Inc., a New York corporation, pursuant to Section 807 of the Business
Corporation Law of the State of New York, do hereby restate, certify and set
forth as follows:

                  FIRST: The name of the corporation is Pivot Rules, Inc. The
name under which the corporation was formed is PIVOT CORPORATION.

                  SECOND: The date of filing of the original certificate of
incorporation of the corporation is April 12, 1991.

                  THIRD: The Certificate of Incorporation, as amended
heretofore, is hereby further amended to effect the following amendments: (i)
to increase the total number of shares of capital stock that the corporation
shall have authority to issue from 10,000,000 shares to 17,000,000 shares, and
to increase the number of shares of Common Stock that the corporation shall
have authority to issue from 10,000,000 shares to 15,000,000 shares, (ii) to
authorize the issuance of 2,000,000 shares of Preferred Stock, par value $.01
per share, (iii) to provide for limitation of liability of directors of the
corporation, (iv) to provide for the election of a classified board of
directors of the corporation, (v) to delete the supermajority requirement for
shareholder


                                       

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approval contained in Article 6 of the certificate of incorporation, (vi) to
delete the three-fifths' majority requirement for director approval contained
in Article 7 of the certificate of incorporation and (vii) to delete the
restriction on transferability of shares of Common Stock contained in Article
9 of the certificate of incorporation.

                  FOURTH: The text of the Certificate of Incorporation is
hereby restated as amended to read as herein set forth in full:

                         "CERTIFICATE OF INCORPORATION
                                      OF
                               PIVOT RULES, INC.

               Under Section 402 of the Business Corporation Law

                  1. The name of the corporation is Pivot Rules, Inc.

                  2. The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the Business
Corporation Law of the State of New York. The corporation is not formed to
engage in any act or activity requiring the consent or approval of any state
official, department, board, agency, or other body without such consent or
approval first being obtained.

                  3. The office of the corporation is to be located in the
City, County and State of New York.

                  4. The corporation is authorized to issue two classes of
shares to be designated, respectively, as Preferred Stock and Common Stock.
The total number of shares of capital stock that the corporation is authorized
to issue is 17,000,000. The total number of shares


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of Common Stock which the corporation shall have the authority to issue is
15,000,000, par value $.01 per share. The total number of shares of Preferred
Stock which the corporation shall have the authority to issue is 2,000,000,
par value $.01 per share.

                  Preferred Stock may be issued from time to time in one or
more series. The board of directors of the corporation is expressly authorized
to provide for the issuance 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
non-voting powers, and such designations, 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 of the corporation providing for
the issue of such shares and as may be permitted by the Business Corporation
Law. The board of directors of the corporation is also expressly authorized to
increase or decrease (but not below the number of shares of such series of
Preferred Stock then outstanding) the number of shares of any series of
Preferred Stock subsequent to the issue of shares of that series of Preferred
Stock. In case the number of shares of any such series of Preferred Stock
shall be so decreased, 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 of Preferred Stock.

                  5. The Secretary of State of the State of New York is hereby
designated the agent of the corporation upon whom process against the
corporation may be served. The post office address to which the Secretary of
State shall mail a copy of any process against the corporation served upon him
as agent of the corporation is c/o E. Kenneth Seiff, Pivot Rules, Inc., 80
West 40th Street, New York, New York 10018.


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                  6. No holder of any Common Stock or Preferred Stock of the
corporation shall be entitled to any preemptive rights to purchase any capital
stock of the corporation or to acquire any option, warrant, right or other
instrument (including debt instruments) entitling the holder thereof to
acquire any capital stock of the corporation upon the exercise, conversion or
exchange thereof or otherwise.

                  7. (a) The corporation shall, to the fullest extent
permitted by applicable law, as amended from time to time, indemnify any
person who is made, or threatened to be made, a party to any action or
proceeding, whether civil or criminal, including an action by or in the right
of the corporation to procure a judgment in its favor or in the right of any
other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
which any director or officer of the corporation served in any capacity at the
request of the corporation, by reason of the fact that he, his testator or
intestate, is or was a director or officer of the corporation, or served such
other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and reasonable expenses, including attorney's fees actually and
necessarily incurred as a result of such action or proceeding, or any appeal
therein, if such director or officer acted, in good faith, for a purpose which
he reasonably believed to be in, or, in the case of service for any other
corporation or any partnership, joint venture, trust, employee benefit plan or
other enterprise, not opposed to, the best interests of the corporation and,
in criminal actions or proceedings, in addition, had no reasonable cause to
believe that his conduct was unlawful; except that, in the case an action by
or in the right of the corporation to procure a judgment in its favor, no
indemnification under this paragraph shall be made in respect


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of (1) a threatened action, or a pending action which is settled or otherwise
disposed of, or (2) any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation, unless and only to the
extent that the court on which the action was brought, or, if no action was
brought, any court of competent jurisdiction, determines upon application
that, in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.

                     (b) The rights granted pursuant to or provided by this
Section 10 shall be in addition to and shall not be exclusive of any other
rights to indemnification and expenses to which such person may otherwise be
entitled by law, contract or otherwise."

                  8. A director of the corporation shall not be liable to the
corporation or its shareholders for damages for any breach of duty in such
capacity except for liability in the event a judgment or other final
adjudication adverse to a director establishes that his or her acts or
omissions were in bad faith or involved intentional misconduct or a knowing
violation of law or that the director personally gained, in fact, a financial
profit or other advantage to which he or she was not legally entitled or that
such director's acts violated Section 719 of the Business Corporation Law; or
liability for any act or omission prior to the adoption of this provision.

                  9. So long as there are at least six directors (including
vacancies), the board of directors shall be divided into two classes,
designated as Class 1 and Class 2. Each class shall consist, as nearly as may
be possible, of one-half of the total number of directors constituting the
entire board of directors; provided, however, that no class shall have less
than three directors, including vacancies. The term of the initial Class 1
directors shall terminate on the date of the 1997 annual meeting of
shareholders; and the term of the initial Class 2 directors shall terminate


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on the date of the 1998 annual meeting of shareholders. At each annual meeting
of shareholders beginning in 1997, successors to each of the directors
included within the class of directors whose term expires at that annual
meeting shall be elected for a two-year term. 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 directors 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. A director shall hold office until the annual meeting for the year
in which his term expires and until his successor shall be elected and shall
qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office.

                  If there shall be less than six directors, then, at each
annual meeting of the shareholders, directors shall be elected to hold office
until the next annual meeting of shareholders and until their respective
successors have been elected and qualified or until their respective earlier
death, resignation, retirement, disqualification or removal.

                  FIFTH: The Amended and Restated Certificate of Incorporation
of the corporation was duly authorized by resolution of all of the duly
elected and acting directors of the corporation, dated as of December 26, 1996
and March 5, 1997, unanimous written consent of the holders of all of the
issued and outstanding shares of the Common Stock of the corporation, dated as
of December 18, 1996, and by resolution of a majority of the holders of all of
the issued and outstanding shares of the Common Stock of the corporation,
dated as of March


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20, 1997, in accordance with the applicable provisions of Sections 708, 615,
603 and 803 of the Business Corporation Law.

                  IN WITNESS WHEREOF, the undersigned have executed, signed
and verified this Restated Certificate of Incorporation on April __, 1997, and
each hereby affirms, under penalties of perjury, that the statements contained
herein are true.


                                               --------------------------------
                                               E. Kenneth Seiff, President


                                               --------------------------------
                                               Doug Brown, Secretary



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