EXHIBIT 3.1
                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                     GOLDEN BOOKS FAMILY ENTERTAINMENT, INC.

      (Originally incorporated on January 4, 1984 as R.A.B. Holdings, Inc.)


     The undersigned, the Chairman and Chief Executive Officer of Golden Books
Family Entertainment, Inc. (the "Corporation"), certifies that:

     1. The Corporation was originally incorporated under the name R.A.B.
Holdings, Inc. and the Corporation's original certificate of incorporation was
filed with the Delaware Secretary of State on January 4, 1984.

     2. The Certificate of Incorporation as heretofore amended or supplemented
is hereby restated and further amended to read in its entirety as follows:

          FIRST: NAME. The name of the Corporation is Golden Books Family
Entertainment, Inc.

          SECOND: ADDRESS: REGISTERED OFFICE AND AGENT. The registered office of
the corporation is c/o United Corporate Services, Inc., 15 East North Street in
the city of Dover, County of Kent, State of Delaware. The name of its registered
agent at that address is United Corporate Services, Inc.

          THIRD: PURPOSES. 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: OUTSTANDING CAPITAL STOCK. All shares of stock of the
Corporation issued and outstanding pursuant to the Certificate of Incorporation
of the Corporation in effect prior to the effective date of this Certificate of
Incorporation, including all options, warrants and other rights to acquire such
shares, shall be cancelled, annulled and extinguished.

          FIFTH: CAPITAL STOCK. The total number of shares of stock which the
Corporation shall have the authority to issue is 30,000,000 consisting of one
class only, designated Common Stock, par value $.01 per share.

          (a)  Notwithstanding anything to the contrary contained herein, to the
               extent, and only for so long as is, required by Section
               1123(a)(6) of Title 11,


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               United States Code, 11 U.S.C. ss.ss. 101 ET seq. (the "Bankruptcy
               Code"), tHE Corporation shall not issue any shares of non-voting
               equity securities.

          (b)  No stockholder of the Corporation shall by reason of his holding
               of shares have any preemptive or preferential right to purchase
               or subscribe to any shares of any class or series of stock of the
               Corporation, now or hereafter authorized, or any securities
               convertible into or carrying options or warrants to purchase any
               shares of any class or series of stock of the Corporation, now or
               hereafter authorized, other than such rights, if any, as the
               Board of Directors, in its discretion from time to time may grant
               and at such price as the Board of Directors may fix.

          SIXTH: DIRECTORS; BY-LAWS. The number of directors which shall
constitute the whole Board of Directors shall be fixed by or in the same manner
provided in the by-laws of the corporation. The Corporation hereby confers the
power to adopt, amend or repeal the by-laws of the Corporation upon the
directors, subject to the power of the stockholders to adopt any by-laws or to
amend or repeal any by-laws adopted, amended or repealed by the directors.

          SEVENTH: STOCKHOLDERS. Any action required or permitted to be taken at
any meeting of the stockholders may be taken without a meeting with the written
consent of the stockholders, as provided by Section 228 of the General
Corporation Law of the State of Delaware.

          EIGHTH: INDEMNIFICATION.

          (a)  The Corporation shall indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending or
               completed action, suit or proceeding, whether civil, criminal,
               administrative or investigative (other than an action by or in
               the right of the Corporation) by reason of the fact that he is or
               was a director, officer, employee or agent of the Corporation, or
               is or was serving at the request of the Corporation as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust or other enterprise, against
               expenses (including attorneys' fees), judgments, fines and
               amounts paid in settlement actually and reasonably incurred by
               him in connection with such action, suit or proceeding if he
               acted in good faith and in a manner he reasonably believed to be
               in or not opposed to the best interests of the Corporation, and,
               with respect to any criminal action or proceeding, had no
               reasonable cause to believe his conduct was unlawful.

          (b)  The Corporation shall indemnify any person who was or is a party
               or is threatened to be made a party to any threatened, pending or
               completed action or suit by or in the right of the Corporation to
               procure a judgment in its favor by reason of the fact that he is
               or was a director, officer, employee


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               or agent of the Corporation, or is or was serving at the request
               of the Corporation as a director, officer, employee or agent of
               another corporation, partnership, joint venture, trust or other
               enterprise, against expenses (including attorneys' fees) actually
               and reasonably incurred by him in connection with the defense or
               settlement of such action or suit if he acted in good faith and
               in a manner he reasonably believed to be in or not opposed to the
               best interest of the Corporation and except that no
               indemnification shall be made in respect of 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 of Chancery of the State of Delaware or the court in which
               such action or suit was brought shall determine upon application
               that, despite the adjudication of liability but in view of all
               the circumstances of the case, such person is fairly and
               reasonably entitled to indemnity for such expenses which the
               court of Chancery or such other court shall deem proper.

          (c)  To the extent that a director, officer, employee or agent of the
               Corporation has been successful on the merits or otherwise in
               defense of any action, suit or proceeding referred to in
               paragraphs (a) and (b) of this Article EIGHTH, or in defense of
               any claim, issue or matter therein, including the dismissal of an
               action without prejudice, he shall, without limiting the
               provisions of paragraph (a) above, be indemnified against
               expenses (including attorneys' fees) actually and reasonably
               incurred by him in connection therewith.

          (d)  Any indemnification under paragraphs (a) and (b) of this Article
               EIGHTH (unless ordered by a court) shall be made by the
               Corporation only as authorized in the specific case upon a
               determination that indemnification of the director, officer,
               employee or agent is proper in the circumstances because he has
               met the applicable standard of conduct set forth in paragraphs
               (a) and (b) of this Article EIGHTH. Such determination shall be
               made (i) by the board of directors by a majority vote of a quorum
               consisting of directors who were not parties to such action, suit
               or proceedings, or (ii) if such a quorum is not obtainable, or,
               even if obtainable a quorum of disinterested directors so
               directs, by independent legal counsel in a written opinion, or
               (iii) by the stockholders.

          (e)  Expenses (including attorneys' fees) incurred by an officer or
               director in defending any civil, criminal, administrative or
               investigative action, suit or proceeding shall be paid by the
               Corporation in advance of the final disposition of such action,
               suit or proceeding upon receipt of an undertaking by or on behalf
               of such director or officer to repay such amount if it shall
               ultimately be determined that he is not entitled to be
               indemnified by the Corporation pursuant to this Article EIGHTH or
               as


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               otherwise authorized by law. Such expenses (including attorneys'
               fees) incurred by other employees and agents may be so paid upon
               such terms and conditions, if any, as the board of directors
               deems appropriate.

          (f)  The indemnification and advancement of expenses provided by, or
               granted pursuant to, the other paragraphs of this Article EIGHTH
               shall not be deemed exclusive of any other rights to which those
               seeking indemnification or advancement of expenses may be
               entitled under any by-law, agreement, vote of stockholders or
               disinterested directors or otherwise, both as to action in his
               official capacity and as to action in another capacity while
               holding such office.

          (g)  The Corporation, at its expense, may purchase and maintain
               insurance on behalf of any person who is or was a director,
               officer, employee or agent of the Corporation, or is or was
               serving at the request of the Corporation as a director, officer,
               employee, or agent of another corporation, partnership, joint
               venture, trust or other enterprise against any liability asserted
               against him and incurred by him in any such capacity, or arising
               out of his status as such, whether or not the Corporation would
               have the power to indemnify him against such liability under the
               provisions of this Article EIGHTH or under the provisions of the
               General Corporation Law of the State of Delaware.

          (h)  The indemnification and advancement of expenses provided by, or
               granted pursuant to, this Article EIGHTH 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 person.

          (i)  All rights to indemnification and advancement of expenses under
               this Article EIGHTH shall be deemed to be provided by contract
               between the Corporation and the director, officer, employee or
               agent who serves in such capacity at any time while this
               Certificate of Incorporation and other relevant provisions of the
               General Corporation Law of the State of Delaware and other
               applicable law, if any, are in effect.

          (j)  Any repeal or modification of the foregoing paragraphs by the
               stockholders of the Corporation shall not adversely affect any
               right or protection of a director, officer, employee or agent of
               the Corporation existing at the time of such repeal or
               modification.

          (k)  If the General Corporation Law of the State of Delaware is
               amended to authorize corporate action permitting the Corporation
               to further indemnify or advance expenses to directors, officers,
               employees or agents, then such person, in addition to the
               circumstances in which he is now entitled to


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               indemnification and advancement of expenses, shall be entitled to
               be indemnified and have expenses advanced to the fullest extent
               permitted by the General Corporation Law of the State of
               Delaware, as so amended.

          (l)  For purposes of this Article EIGHTH, references to "Corporation"
               shall include, in addition to the resulting Corporation, any
               constituent corporation (including any constituent of a
               constituent) absorbed in a consolidation or merger which, if its
               separate existence had continued, would have had power and
               authority to indemnify its directors, officers, employees or
               agents, so that any person who is or was a director, officer,
               employee or agent of such constituent corporation, or is or was
               serving at the request of such constituent corporation as a
               director, officer, employee or agent of another corporation,
               partnership, joint venture, trust or other enterprise, shall
               stand in the same position under the provisions of this Article
               EIGHTH with respect to the resulting or surviving corporation as
               he would have with respect to such constituent corporation if its
               separate existence had continued.

          (m)  For purposes of this Article EIGHTH, references to "other
               enterprises" shall include employee benefit plans; references to
               "fines" shall include any excise taxes assessed on a person with
               respect to an employee benefit plan; and references to "serving
               at the request of the Corporation" shall include any service as a
               director, officer, employee or agent by the Corporation which
               imposes duties on, or involves services by, such director,
               officer, employee or agent with respect to an employee benefit
               plan, its participants, or beneficiaries; and a person who acted
               in good faith and in a manner he reasonably believed to be in the
               interest of the participants and beneficiaries of an employee
               benefit plan shall be deemed to have acted in a manner "not
               opposed to the best interests of the Corporation," as referred to
               in this Article EIGHTH.

          (n)  If this Article EIGHTH or any portion thereof shall be
               invalidated on any ground by any court of competent jurisdiction,
               then the Corporation shall nevertheless indemnify each person as
               provided above as to expenses (including attorneys' fees),
               judgments, fines and amounts paid in settlement with respect to
               any action, suit or proceeding, whether civil, criminal,
               administrative or investigative, including a grand jury
               proceeding and an action by the Corporation, to the fullest
               extent permitted by any applicable portion of this Article EIGHTH
               that shall not have been invalidated or by any other applicable
               law.

          NINTH: ARRANGEMENTS WITH CREDITORS. Whenever a compromise or
arrangement is proposed between this Corporation and its creditors or any class
of them and/or between this Corporation and its stockholders, any court of
equitable jurisdiction within the State of Delaware


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may, on the application in a summary way of this Corporation or of any creditor
or stockholder thereof or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders of this 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 this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, 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 of this Corporation, as the case may be, and also on this
Corporation.

          TENTH: LIMITATION OF LIABILITY. No director of the Corporation shall
be personally liable to the Corporation or to any of its stockholders for
monetary damages arising out of such director's breach of fiduciary duty as a
director of the Corporation, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payment of dividends or unlawful
stock purchase or redemption under Section 174 of the General Corporation Law of
the State of Delaware or any successor provision, or (iv) for any transaction
from which such director derived an improper personal benefit. If the General
Corporation Law of the State of Delaware is amended after the effective date of
this Amended and Restated Certificate of Incorporation 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 or limited to
the fullest extent permitted by the General Corporation Law of the State of
Delaware, as so amended.

          Any amendment to or repeal or modification of this Article TENTH (i)
by the stockholders of the Corporation or (ii) by an amendment to the General
Corporation Law of the State of Delaware (unless such statutory amendment
specifically provides to the contrary) shall not adversely affect any right or
protection, existing at the time of such repeal or modification with respect to
any acts or omissions occurring before such repeal or modification, of a person
serving as a director at the time of such repeal or modification.

          ELEVENTH: RIGHTS OF NOTEHOLDERS. Notwithstanding any other provision
of this Certificate of Incorporation or the Corporation's by-laws, so long as
any principal, interest or other amounts (whether or not due) remain unpaid
under the Indenture dated as of January 25, 2000 relating to the 10.75% Senior
Secured Notes due 2004 of the Corporation's subsidiary Golden Books Publishing
Company, Inc. (as such may be amended, restated, supplemented or otherwise
modified from time to time and all instruments evidencing any refinancing
thereof from time to time, the "Indenture" and the "Notes") or under the Notes,
(i) prior to the occurrence of a Director Event (as defined in the Indenture),
the Corporation's board of directors shall consist of seven members, and (ii)
upon the occurrence of a Director Event, the number of


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members of the Corporation's board of directors shall be increased to eight as
stated in the Indenture and the holders of the Notes shall have the right to
elect one member of the Corporation's board of directors as specified in the
Indenture and shall have all other rights and protections specified in the
Indenture. Notwithstanding Article SIXTH above and Article TWELFTH below, this
Article ELEVENTH and all other provisions of this Certificate of Incorporation
and the Corporation's by-laws that directly or indirectly implement the rights
of holders of the Notes may not be amended or modified except as provided in the
Indenture.

          TWELFTH: AMENDMENTS TO CERTIFICATE OF INCORPORATION. 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 this Certificate of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.

          This Amended and Restated Certificate of Incorporation was duly
adopted in accordance with the provisions of Section 303 of the General
Corporation Law of the State of Delaware pursuant to the Joint Plan of
Reorganization of the Corporation which was approved on September 1, 1999 by the
United States Bankruptcy Court for the Southern District of New York with
jurisdiction over proceedings related to the reorganization of the Corporation
pursuant to Chapter 11 of the Bankruptcy Code.

          IN WITNESS WHEREOF, said Golden Books Family Entertainment, Inc. has
caused this Amended and Restated Certificate of Incorporation to be signed by
its President and attested to by its Secretary this 27th day of January, 2000.


                                GOLDEN BOOKS FAMILY
                                ENTERTAINMENT, INC.


                                By: /S/ RICHARD E. SNYDER
                                   ------------------------------
                                    Richard E. Snyder
                                    Chairman and Chief Executive Officer

[CORPORATE SEAL]

Attest:

By:  /S/ PHILIP GALANES
     --------------------
     Philip Galanes
     Secretary


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