Exhibit 3.1  SECOND AMENDED AND
RESTATED
CERTIFICATE OF INCORPORATION
OF
KBW, INC.  INCORPORATED UNDER
THE LAWS OF THE STATE OF DELAWARE  KBW,
Inc., a corporation organized and existing under the laws and by virtue of the
General Corporation Law of the State of Delaware (the Corporation),  DOES
HEREBY CERTIFY:  1.             The name of the Corporation is KBW,
INC.  2.             The date of filing of the original
Certificate of Incorporation of the Corporation with the Secretary of State of
the State of Delaware was August 11, 1998, which Certificate of Incorporation
was amended and restated in its entirety by an Amended and Restated Certificate
of Incorporation of the Corporation filed with the Secretary of State of the
State of Delaware on August 1, 2005.  4.             This Second Amended and Restated
Certificate of Incorporation has been duly adopted by the Board of Directors of
the Corporation by unanimous written consent in lieu of a meeting in accordance
with Sections 141(f), 242, and 245 of the General Corporation Law of the State
of Delaware (DGCL) and by the stockholders of the Corporation by written
consent in lieu of a meeting thereof in accordance with Sections 228, 242 and
245 of the DGCL, and amends and supersedes in its entirety the Amended and
Restated Certificate of Incorporation of the Corporation.  4.             The Certificate of Incorporation of
the Corporation, as amended hereby, shall, upon the effectiveness hereof, read
in its entirety, as follows:  ARTICLE I  The
name of the corporation (the Corporation) is:  KBW,
Inc.  ARTICLE II  The
address of the Corporations registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County
of New Castle.


The
name of the Corporations registered agent at such address is The Corporation
Trust Company.  ARTICLE III  The
purpose of the Corporation shall be to engage in any lawful act or activity for
which corporations may be organized and incorporated under the General
Corporation Law of the State of Delaware.  ARTICLE IV  (a)The total number of shares of stock which the
Corporation shall have authority to issue is One Hundred Fifty Million
(150,000,000), consisting of Ten Million (10,000,000) shares of preferred
stock, par value $0.01 per share (Preferred Stock), and One Hundred Forty
Million (140,000,000) shares of common stock, par value $0.01 per share (Common
Stock).  (b)The Preferred Stock may be issued from time to time
in one or more series. The Board of Directors is hereby authorized to provide
for the issuance of shares of Preferred Stock in series and, by filing a
certificate pursuant to the applicable law of the State of Delaware (Preferred
Stock Designation), to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and the relative, participation, optional or other rights of the shares of each
such series and the qualifications, limitations and restrictions thereof. The
authority of the Board of Directors with respect to each series shall include,
but not be limited to, determination of the following:  (1)The designation of the series,
which may be by distinguishing number, letter or title.  (2)The number of shares of the
series, which number the Board of Directors may thereafter (except where
otherwise provided in the Preferred Stock Designation) increase or decrease
(but not below the number of shares thereof then outstanding).  (3)Whether dividends, if any,
shall be cumulative or noncumulative and the dividend rate of the series.  (4)The dates on which dividends,
if any, shall be payable.  (5)The redemption rights and
price or prices, if any, for shares of the series.  (6)The terms and amount of any
sinking fund provided for the purchase or redemption of shares of the series.  2


(7)The amounts payable on, and
the preferences, if any, of, shares of the series in the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation.  (8)Whether the shares of the
series shall be convertible into shares of any other class or series, or any
other security, of the Corporation or any other corporation, and, if so, the
specification of such other class or series of such other security, the
conversion price or prices or rate or rates, any adjustments thereof, the date
or dates at which such shares shall be convertible and all other terms and
conditions upon which such conversion may be made.  (9)Restrictions on the issuance
of shares of the same series or of any other class or series.  (10)The voting rights, if any, of
the holders of shares of the series.  (c)The Common Stock shall be subject to the express
terms of the Preferred Stock and any series thereof. Each share of Common Stock
shall be equal to each other share of Common Stock. The holders of shares of
Common Stock shall be entitled to one vote for each such share upon all
questions presented to the stockholders, and the Common Stock shall vote
together as a single class.  Except
as may be provided in this Certificate of Incorporation or in a Preferred Stock
Designation, or as may be required by law, the Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes, and holders of Preferred Stock shall not be entitled to receive
notice of any meeting of stockholders at which they are not entitled to vote.  (d)The Corporation shall be entitled to treat the
person in whose name any share of its stock is registered as the owner thereof
for all purposes and shall not be bound to recognize any equitable or other
claim to, or interest in, such share on the part of any other person, whether
or not the Corporation shall have notice thereof, except as expressly provided
by applicable law.  ARTICLE V  The
Board of Directors is hereby authorized to create and issue, whether or not in
connection with the issuance and sale of any of its stock or other securities
or property, rights entitling the holders thereof to purchase from the
Corporation shares of stock or other securities of the Corporation or any other
corporation. The times at which and the terms upon which such rights are to be
issued will be determined by the Board of Directors and set forth in the
contracts or instruments that evidence such rights. The authority of the Board
of Directors with respect to such rights shall include, but not be limited to,
determination of the following:  (1)The initial purchase price per
share or other unit of the stock or other securities or property to be purchased
upon exercise of such rights.  3


(2)Provisions relating to the
times at which and the circumstances under which such rights may be exercised
or sold or otherwise transferred, either together with or separately from, any
other stock or other securities of the Corporation.  (3)Provisions which adjust the
number or exercise price of such rights or amount or nature of the stock or
other securities or property receivable upon exercise of such rights in the
event of a combination, split or recapitalization of any stock of the
Corporation, a change in ownership of the Corporations stock or other
securities or a reorganization, merger, consolidation, sale of assets or other
occurrence relating to the Corporation or any stock of the Corporation, and
provisions restricting the ability of the Corporation to enter into any such
transaction absent an assumption by the other party or parties thereto of the
obligations of the Corporation under such rights.  (4)Provisions which deny the
holder of a specified percentage of the outstanding stock or other securities
of the Corporation the right to exercise such rights and/or cause the rights
held by such holder to become void.  (5)Provisions which permit the
Corporation to redeem or exchange such rights.  (6)The appointment of a rights
agent with respect to such rights.  ARTICLE VI  In
furtherance of, and not in limitation of, the powers conferred by law, the
Board of Directors is expressly authorized and empowered:  (1)to adopt, amend or repeal the
By-laws of the Corporation by a majority vote at any regular or special meeting
of the Board of Directors or by written consent; provided, however,
that the By-laws adopted by the Board of Directors under the powers hereby
conferred may be amended or repealed by the Board of Directors or by the
stockholders having voting power with respect thereto, provided  further
that in the case of amendments by stockholders, the affirmative vote of the
holders of at least 80 percent of the voting power of the then outstanding
Voting Stock (as defined below), voting together as a single class, shall be
required to alter, amend or repeal any provision of the By-laws; and  (2)from time to time to determine
whether and to what extent, and at what times and places, and under what
conditions and regulations, the accounts and books of the Corporation, or any
of them, shall be open to inspection of stockholders; and, except as so
determined or as expressly provided in this Certificate of Incorporation or in
any Preferred Stock Designation, no stockholder shall have any right to inspect
any account, book or document of the Corporation other than such rights as may
be conferred by applicable law.  The
Corporation may in its By-laws confer powers upon the Board of Directors in
addition to the foregoing and in addition to the powers and authorities
expressly conferred upon  4


the
Board of Directors by applicable law. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 80 percent of the voting power of the then outstanding
Voting Stock, voting together as a single class, shall be required to amend,
repeal or adopt any provision inconsistent with paragraph (1) of this Article
VI. For the purposes of this Certificate of Incorporation, Voting Stock shall
mean the outstanding shares of capital stock of the Corporation entitled to
vote generally in the election of directors.  ARTICLE VII  Subject
to the rights of the holders of any series of Preferred Stock or any other
series or class of stock as set forth in this Certificate of Incorporation to
elect additional directors under specific circumstances, any action required or
permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of stockholders of the Corporation
and may not be effected by any consent in writing in lieu of a meeting of such
stockholders. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of at least 80 percent of
the voting power of the then outstanding Voting Stock, voting together as a
single class, shall be required to amend, repeal or adopt any provision
inconsistent with this Article VII.  ARTICLE VIII  Subject
to the rights of the holders of any series of Preferred Stock or any other
series or class of stock as set forth in this Certificate of Incorporation to
elect additional directors under specified circumstances, the number of
directors of the Corporation shall be fixed, and may be increased or decreased
from time to time, in such manner as may be prescribed by the By-laws of the
Corporation.  Unless
and except to the extent that the By-laws of the Corporation shall so require,
the election of directors of the Corporation need not be by written ballot.  The
directors, other than those who may be elected by the holders of any series of
Preferred Stock or any other series or class of stock as set forth in this
Certificate of Incorporation, shall be divided into three classes, as nearly
equal in number as is reasonably possible. One class of directors shall be
initially elected for a term expiring at the annual meeting of stockholders to
be held in 2007, another class shall be initially elected for a term expiring
at the annual meeting of stockholders to be held in 2008, and another class
shall be initially elected for a term expiring at the annual meeting of
stockholders to be held in 2009. Members of each class shall hold office until
their successors are elected and qualified. At each succeeding annual meeting
of the stockholders of the Corporation, the successors of the class of
directors whose term expires at that meeting shall be elected by a plurality
vote of all votes cast at such meeting to hold office for a term expiring at
the annual meeting of stockholders held in the third year following the year of
their election.  Subject
to the rights of the holders of any series of Preferred Stock or any other
series or class of stock as set forth in this Certificate of Incorporation to
elect additional directors under specified circumstances, any director may be
removed from office at any time by the  5


stockholders,
but only for cause and only by the affirmative vote of the holders of at least
80 percent of the voting power of all of the then-outstanding shares of Voting
Stock, voting together as a single class.  Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 80 percent of the voting power of
the then outstanding Voting Stock, voting together as a single class, shall be
required to amend, repeal or adopt any provision inconsistent with this Article
VIII.  ARTICLE IX  (a)Elimination of Certain Liability of Directors.
A director of the Corporation shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.  Any
repeal or modification of the foregoing paragraph shall not adversely affect
any right or protection of a director of the Corporation existing hereunder
with respect to any act or omission occurring prior to such repeal or
modification.  (b)Indemnification and Insurance.  (1)Right to Indemnification.
Each person who was or is made a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a proceeding), by reason of the
fact that he or she, or a person of whom he or she is the legal representative,
is or was a director or officer of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the General Corporation Law
of the State of Delaware, as the same exists or may hereafter be amended (but,
in the case of any such amendment, to the fullest extent permitted by law, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than said law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including
attorneys fees, judgments, fines, amounts paid or to be paid in settlement,
and excise taxes or penalties arising under the Employee Retirement Income
Security Act of 1974) reasonably incurred or suffered by such person in
connection therewith and such indemnification shall continue as to a person who
has ceased to be a director, officer, employee or agent and shall inure to the
benefit of his or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph (b) hereof, the Corporation shall
indemnify any such person seeking indemnification in connection with a
proceeding (or part thereof) initiated by such person only if such proceeding
(or part thereof) was authorized by the Board. The right to  6


indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the Corporation the
expenses, including attorneys fees, incurred in defending any such proceeding
in advance of its final disposition; provided, however, that, if
the General Corporation Law of the State of Delaware requires, the payment of
such expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered
by such person while a director or officer, including, without limitation,
service to an employee benefit plan) in advance of the final disposition of a
proceeding, shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such director or officer, to repay all amounts
so advanced if it shall ultimately be determined that such director or officer
is not entitled to be indemnified under this Section or otherwise. The
Corporation may, by action of the Board, provide indemnification to employees
and agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.  (2)Right of Claimant to Bring
Suit. If a claim under paragraph (a) of this Section is not paid in full by
the Corporation within thirty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expense of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the Corporation. Neither the failure of the Corporation (including its
Board, independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation Law of the
State of Delaware, nor an actual determination by the Corporation (including
its Board, independent legal counsel, or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.  (3)Non-Exclusivity of Rights.
The right to indemnification and the payment of expenses incurred in defending
a proceeding in advance of its final disposition conferred in this Section
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-law, agreement, vote of stockholders or disinterested
directors or otherwise.  (4)Insurance. The
Corporation may maintain insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such  7


person against such expense, liability or loss under
the General Corporation Law of the State of Delaware.  ARTICLE X  Except
as may be expressly provided in this Certificate of Incorporation, the
Corporation reserves the right at any time and from time to time to amend,
alter, change or repeal any provision contained in this Certificate of
Incorporation or a Preferred Stock Designation, and any other provisions
authorized by the laws of the State of Delaware at the time in force may be
added or inserted, in the manner now or hereafter prescribed herein or by
applicable law, and all rights, preferences and privileges of whatsoever nature
conferred upon stockholders, directors or any other persons whomsoever by and
pursuant to this Certificate of Incorporation in its present form or as
hereafter amended are granted subject to the right reserved in this Article X; provided,
however, that any amendment or repeal of Article IX of this Certificate
of Incorporation shall not adversely affect any right or protection existing
hereunder in respect of any act or omission occurring prior to such amendment
or repeal; and provided  further that no Preferred Stock
Designation shall be amended after the issuance of any shares of the series of
Preferred Stock created thereby, except in accordance with the terms of such
Preferred Stock Designation and the requirements of applicable law.  8


IN
WITNESS WHEREOF, KBW, Inc. has caused this Second Amended and Restated
Certificate of Incorporation to be signed by Mitchell B. Kleinman, its
Secretary, this 30th day of October, 2006.   KBW, INC./s/
  Mitchell B. KleinmanName:
  Mitchell B.
  KleinmanTitle:
  General Counsel  9