Exhibit 3.1
                                 SECOND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                         JANUS HOTELS AND RESORTS, INC.

         The undersigned, a corporation organized and existing under and by
virtue of the General Corporate Law of the State of Delaware (the
"Corporation"),

DOES HERBY CERTIFY AS FOLLOWS:

         1.       (a) The present name of the Corporation is Janus Hotels and
Resorts, Inc.

                  (b) The name under which the Corporation was originally
incorporated is United States Lines, Inc. and, the date of filing the original
certificate of incorporation with the Secretary of State of the State of
Delaware is June 10, 1966. A Restated Certificate of Incorporation of the
Corporation was filed on February 23, 1990 with the Secretary of State of
Delaware.

         2. On March 15, 2001, a resolution was duly adopted by the Board of
Directors of the Corporation setting forth a proposed a amendment and
restatement of the certificate of incorporation of the Corporation, declaring
said amendment and restatement to be advisable and providing that the proposed
amendment and restatement to the certificate of incorporation be presented to
the stockholders of the Corporation for consideration at the next annual meeting
of stockholders.

         3. Pursuant to resolution of its Board of Directors, the annual meeting
of the stockholders of the Corporation was duly called and held, upon notice in
accordance with Section 222 of the General Corporation Law of the State of
Delaware, at which meeting the necessary number of shares as required by statute
were voted in favor of the amendment and restatement of the certificate of
incorporation herein certified.

         4. The amendment and the restatement of the certificate of
incorporation herein certified have been duly adopted in accordance with the
provisions of Sections 222, 242 and 245 of the General Corporation Law of the
State of Delaware.

         5. The text of the certificate of incorporation of the Corporation, as
heretofore amended, supplemented and restated and as amended and restated
hereby, is amended and restated in its entirety to read as hereinafter set forth
in full:



<PAGE>


                  "SECOND RESTATED CERTIFICATE OF INCORPORATION
                        OF JANUS HOTELS AND RESORTS, INC.

         FIRST:  The name of the Corporation (which is hereinafter referred to
as the "Corporation") is Janus Hotels and Resorts, Inc.

         SECOND: The registered office of the Corporation is to be located at
1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware.
The name of its registered agent at that address is The Corporation Trust
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:  (1)      The total number of shares of all classes of stock
which the Corporation is authorized to issue is 20 Million (20,000,000) shares,
consisting of

          (i)  15 Million  (15,000,000)  shares of Common  Stock,  par value one
               cent ($0.0l) per share, and

          (ii) 5 Million  (5,000,000)  shares of Preferred  Stock, par value one
               cent ($0.01) per share.

The amount of the authorized capital stock of the Corporation of any class or
classes may be increased or decreased by the affirmative vote of the holders of
a majority of the capital stock of the Corporation entitled to vote.

                  (2)      The holders of the Common Stock shall be  entitled to
receive,  to the extent permitted by law, such dividends as may be declared from
time to time by the Board of Directors of the Corporation and shall  participate
in any and all  dividend  distributions  on an equal per share  basis.  Upon any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation or any reduction of the capital stock of the  Corporation  resulting
in the distribution of any of its assets to its stockholders, the holders of the
Common  Stock shall be  entitled  to receive the net assets of the  Corporation,
after the  Corporation  shall have satisfied or made provision for its debts and
obligations  and for the payment to the holders of shares of the Preferred Stock
any  preferential  rights  to  receive  distributions  of the net  assets of the
Corporation,  and shall participate in any and all the distributions on an equal
per share basis.

                   (3)      Except as may be expressly provided in resolutions
adopted by the Board of Directors of the  Corporation  pursuant to paragraph (4)
of this Article FOURTH with respect to the Preferred  Stock,  the holders of the
Common  Stock  shall  have  the  exclusive  right to vote  for the  election  of
directors and,  except as otherwise may be required by law, on all other matters
requiring  action by the  stockholders  or  submitted  to the  stockholders  for
action. Each holder of a share of the Common Stock shall be entitled to one vote
for each  share of the  Common  Stock  standing  in his name on the books of the
Corporation.

                   (4)      The Preferred Stock may be issued from time to time
in classes or series and shall have such designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions  thereof, as shall be stated and expressed in the resolutions of
the Board or Directors  providing for the issuance of such stock. The holders of
the Preferred  Stock shall have no voting rights except as required by law or as
expressed  in the  resolutions  of the  Board  of  Directors  providing  for the
issuance of such shares.

                   (5)      The Corporation shall not issue any non-voting
equity  securities;  provided,  however,  that this provision,  included in this
Second Restated Certificate of Incorporation in compliance with ss.1123(a)(6) of
the United States  Bankruptcy Code of 1978, as amended,  shall have no force and
effect beyond that required by such  ss.1123(a)(6)  and shall be effective  only
for  so  long  as  such  ss.ll23(a)(6)  is  in  effect  and  applicable  to  the
Corporation.


                      Designations, Preferences and Rights
                          of Preferred Stock, Series B

         (A) Designation of Series. The series of Preferred Stock, par value
$0.01 per share, shall be designated and known as the "Preferred Stock, par
value $0.01 per share, Series B" (hereinafter referred to as the "Series B").
The Series B is designated pursuant to the provisions of Paragraph (4) of


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<PAGE>

Article FOURTH of the Second Restated Certificate of Incorporation of the
Corporation, as amended, and any amendment of the terms of the Series B shall be
effective without the necessity of any vote of the stockholders of the
Corporation of any class or series other than the Series B.

         (B) Number of Shares. The number of shares in the Series B shall be
20,000 shares. Shares of the Series B redeemed, purchased or otherwise acquired
by the Corporation shall be canceled and shall revert to authorized but unissued
Preferred Stock, par value $0.01 per share undesignated as to series and subject
to reissuance by the Corporation as shares of the Preferred Stock, par value
$0.01 per share, of any one or more series. The Corporation shall be authorized
to issue certificates for fractional shares.

         (C) Dividends. (i) Each holder of a share of the Series B shall be
entitled to receive out of the assets of the Corporation legally available for
the payment of dividends, as and when declared by the Board of Directors of the
Corporation, cash dividends at an annual rate (the "Dividend Rate") equal to
7.5% of the Redemption Price (as defined in and adjusted pursuant to Paragraph
(E)(iv)) of a Series B share, and no more, during the period from and including
the date such share is issued (or is deemed to have been issued) and payable, in
arrears (calculated on the basis of a 360 day year), on the last day of each
March, June, September and December (or the next following business day if such
day is a Saturday, Sunday or legal holiday on which banks are authorized by law
to close in the state of the Corporation's executive office) (each such date
being herein referred to as a "Dividend Payment Date") in each year to holders
of record on the March 15, June 15, September 15 or December 15 immediately
preceding the Dividend Payment Date; the first such Dividend Payment Date to be
June 30, 1997. Dividends shall cumulate on a daily basis during the periods
ending with each Dividend Payment Date and whether or not declared.
                  (ii) If at any time the Corporation shall pay less than the
total amount of dividends then payable on the shares of the Series B, the
aggregate payment to all holders of shares of the Series B shall be distributed
among such holders so that an equal amount shall be paid with respect to each
outstanding share of the Series B.

         (D) Voting Rights. The holders of shares of the Series B shall have no
voting rights with respect to any matter presented to or voted upon by the
stockholders of the Corporation (including without limitation any election or
removal of directors of the Corporation), except as otherwise may be required by
law. However, if accrued and unpaid dividends on the Series B have accumulated
in an amount equal to the sum of four quarterly dividends on the Series B (a
"Series B Voting Event"), then the holders of the Series B shall be entitled to
0.01 of a vote for each whole share of the Series B upon all matters presented
to the stockholders; and, except as otherwise may be required by law entitling
the holders of the Series B to vote as a class, the holders of the Common Stock
and the holders of Series B (together with the holders of any other shares of
the Preferred Stock of any class designated by the Board of Directors of the
Corporation, or designated by the express terms of such Preferred Stock, to vote
together as one class with the holders of the Common Stock) shall vote together
as one class on all matters. Upon the occurrence of a Series B Voting Event, the
special voting rights provided in the preceding sentence shall continue unless
and until such accumulated and unpaid dividends on the Series B are paid or
declared so that accrued and unpaid dividends in arrears on the Series B are in
an amount less than an amount equal to the sum of four quarterly dividends on
the Series B, from and after which time (a "Series B Voting Termination Event")
the holders of the Series B shall be divested of the special voting rights
provided in this Paragraph (D).

         (E)  Redemption Payments. (i) The "Redemption Price" per share of the
Series B shall be $1000.00 (subject to reduction as hereinafter provided).

                  (ii) After December 31, 1998, the Corporation may, from time
to time in whole or in part, redeem shares of the Series B by making payments in
respect of the Redemption Price. Redemption payments shall be accompanied by the
payment of all accumulated and unpaid dividends on the amount being paid.

                  (iii) Upon payment to any holder of a Series B share of the
remaining Redemption Price with respect to any Series B share, such Series B
share shall be deemed to have been redeemed and shall automatically be canceled.
The Corporation may, at its option, upon notice to the holders of Series B
shares, impose as a condition of their entitlement to the final payment of the
remaining Redemption Price of their shares the requirement that they surrender
their certificates representing their Series B shares to the Corporation;
however, the payment to the holder of any Series B share of the full Redemption
Price with respect to a Series B share, shall, as provided by the immediately
preceding sentence, automatically effect the redemption and cancellation of the
share regardless of whether the Corporation shall have required the surrender of
the certificate therefor in order for the holder of the share to receive payment
of the remaining Redemption Price.


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<PAGE>

                  (iv) In the event that the Corporation shall make a partial
redemption of the Series B, the payments shall be distributed pro rata to the
holders of the Series B shares based upon the number of shares held by each such
holder. Simultaneously with the delivery to a paying agent (if one is designated
by the Corporation for the purpose of affecting any payment in respect of the
Redemption Price) of the amount to be paid in respect of the Redemption Price of
the Series B shares, the Corporation shall deliver to such paying agent a list,
as of the close of business on the record date for determining holders of the
Series B entitled to receive redemption payments, of the holders of record of
the Series B shares for use by such paying agent in making payments on account
of the Redemption Price of shares, and the Corporation shall mail notice thereof
to the holder of the Series B shares at their last addresses as they appear on
the records of the Corporation. Such notice shall specify the amount per whole
share to be paid to holders of the Series B shares, and the remaining unpaid
Redemption Price of such shares after reflecting such payments. The Corporation
shall maintain a record of the redemption made with respect to each Series B
share and the remaining unpaid Redemption Price of each Series B share, and each
transferee of the Series B share shall be deemed to have notice of, and shall
take such share subject to, the payment of such amounts.

         (F) Liquidation, Dissolution and Winding-Up. (i) Upon any voluntary or
involuntary liquidation, dissolution or winding up of the Corporation resulting
in the distribution of any of its assets to its stockholders, or of any
reduction of its capital stock resulting in the distribution of any of its
assets to its stockholders, each holder of a share of the Series B shall be
entitled, before any distribution or payment is made upon any Junior Security,
to be paid out of the assets of the Corporation available for distribution to
its stockholders an amount in cash equal to the remaining Redemption Price with
respect to such share of the Series B plus any accumulated and unpaid dividends.
After payment to a holder of a Series B share of the amount as aforesaid, such
holder of a Series B share as such shall have no right or claim to any of the
remaining assets of the Corporation.

                  (ii) The merger or consolidation of the Corporation into or
with any other corporation or the merger of any other corporation into the
Corporation, or the lease or conveyance of all or substantially all of the
property or business of the Corporation, shall not be deemed to be a
dissolution, liquidation or a winding-up of the Corporation.

         (G) Restrictions on Dividends, Distributions and Redemptions. So long
as any shares of the Series B shall be outstanding, and without the prior
written consent or approval of the holders of more than two-thirds (2/3rds) of
the then outstanding shares of the Series B, no dividends or other distributions
(other than dividends or distributions payable exclusively in shares of the
Common Stock or any Junior Security or in rights, options or warrants to acquire
shares of the Common Stock or any Junior Security), whether in cash or property,
shall be paid or declared on the Common Stock or on any Junior Security, nor
shall any shares of the Common Stock or any Junior Security be redeemed,
purchased or otherwise acquired for value by the Corporation or any Subsidiary;
provided, however, the Corporation may pay cash dividends on the Common Stock or
any other Junior Security without the written consent or approval of the holders
of the then outstanding shares of the Series B if the dividends thereon provided
for under Paragraph (C) are current and not in arrears.

         (H) Additional Preferred Stock. The Corporation may authorize, create
or issue from time to time additional shares of the Preferred Stock of any class
or series to the full extent permitted by Article FOURTH of the Second Restated
Certificate of Incorporation of the Corporation, as amended (as the Second
Restated Certificate of Incorporation may be further amended from time to time),
provided, however, such shares shall not be deemed to rank senior or pari passu
to the Series B shares with respect to any rights, powers or preferences,
including without limitation as to dividends, redemption and distributions upon
liquidation, dissolution or winding up of the Corporation, without the prior
written consent or approval of the holders of more than two-thirds (2/3rds) of
the then outstanding shares of the Series B.

         (I) Definitions. For purposes hereof, the following terms shall have
the following meanings:

                  (i) "Common Stock" shall mean the authorized Common Stock of
the Corporation on the date of issuance of the shares of the Series B.

                  (ii) "Junior Security" shall mean the Common Stock and any
other equity security of the Corporation, unless the holders of more than
two-thirds (2/3rds) of the then outstanding shares of the Series B have
consented in writing to or otherwise approved, the designation of such equity
security as senior or pari passu to the Series B.

                  (iii) "Subsidiary" shall mean any corporation of which more
than 50% of the outstanding stock have ordinary voting power to elect a majority
of the board of directors of such corporation, irrespective of whether at the
time stock of any other class or classes of stock of such corporation shall have
or might have voting power by reason of the happening of any contingency, is, at
the time as of which any determination is made, owned directly or indirectly by
the Corporation.


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<PAGE>

         FIFTH: (1) The Board of Directors of the Corporation shall consist of
such number of directors as is determined pursuant to the by-laws of the
Corporation fixed from time to time by a vote of the majority of the directors
then in office (such number is hereafter, "the authorized number").

                (2)  The Board of Directors shall consist of three classes:
Class A, Class B and Class C. The  number of  directors  in each class  (each of
which classes shall have not less than one director)  shall consist as nearly as
may be possible, of one-third of the authorized number of directors.

                (3) At the first annual meeting of stockholders following the
adoption of the  provisions of this Article FIFTH as amended,  Class A directors
shall be elected for a one-year term,  Class B directors for a two-year term and
Class C directors for a three-year  term. At each  succeeding  annual meeting of
stockholders,  successors  to the class of Directors  whose term expires at that
annual  meeting  shall be elected for a  three-year  term.  Notwithstanding  the
foregoing, in the event that, as a result of any change in the authorized number
of directors,  the number of directors in any class would differ from the number
allocated  to  that  class  pursuant  to  Paragraph  (2) of this  Article  FIFTH
immediately prior to such change, the following rules shall apply:

         (i) Each director shall nevertheless continue as a director of the
         class of which he is a member until the earlier of the expiration of
         his current term or his earlier death, resignation or removal;

         (ii) At each subsequent election of directors, if the number of
         directors in the class whose term of office then expires is less than
         the number then allowed to that class, the number of directors then
         elected for membership in that class shall not be greater than the
         number of directors in that class whose term of office then expires,
         unless and to the extent that the aggregate number of directors then
         elected plus the number of directors in all classes then duly
         continuing in office does not exceed the then authorized number of
         directors of the Corporation;

         (iii) At each subsequent election of directors, if the number of
         directors in the class whose term of office then expires exceeds the
         number then allocated to that class, the Board of Directors shall
         designate one or more of the directorships then being elected as
         directorships of another class or classes in which the number of
         directors then serving is less than the number then allocated to such
         other class or classes;

         (iv) In the event of the death, resignation or removal of any director
         who is a member of a class in which the number of directors serving
         immediately preceding the creation of such vacancy exceeds the number
         then allocated to that class, the Board of Directors shall designate
         the vacancy thus created as a vacancy in another class in which the
         number of directors then serving is less than the number then allocated
         to such other class;

         (v) In the event of any increase in the authorized number of directors,
         the new directorships resulting from such increase shall be apportioned
         by the Board of Directors to such class or classes as shall, so far as
         possible, bring the composition of each of the classes into conformity
         with the provisions of Paragraph (2) of this Article FIFTH, as such
         provisions apply to the number of directors authorized immediately
         following such increase; and

         (vi) Designations of directorships or vacancies into other classes and
         apportionments of newly created directorships to classes by the Board
         of Directors under clauses (iii), (iv) and (v) of this Paragraph (3)
         shall, so far as possible, be effected so that the class whose term of
         office is due to expire next following such designation or
         apportionment shall contain the full number of directors then allocated
         to such class.

                 (4)  Notwithstanding the provisions of this Article FIFTH, each
director  shall serve until his  successor is elected and qualified or until his
death,  resignation or removal.  No director may be removed at any time prior to
his death or  resignation  or the  expiration of his term of office  without the
affirmative vote of the holders of two-thirds (2/3rds) of the outstanding shares
of the Common Stock of the Corporation entitled to vote and voting separately as
a class.

                 (5) Elections of directors need not be by ballot unless the
by-laws of the Corporation so provide.


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<PAGE>

         SIXTH: No action shall be taken by the stockholders of the Corporation
except at an annual or special meeting of stockholders; provided that the
stockholders may act by written consent when express provision is made therefor
in this Second Restated Certificate of Incorporation.

         SEVENTH: The affirmative vote of the holders of two-thirds (2/3rds) of
the outstanding  shares of the Common Stock of the Corporation  entitled to vote
and voting separately as a class shall be required to approve

         (i) the issuance during any 24-month period of shares of the capital
         stock or other securities of the Corporation or securities convertible
         into or exchangeable for shares of its capital stock, or the grant of
         rights or options to subscribe for or to purchase shares of its capital
         stock or convertible or exchangeable securities, which shares would
         entitle the holders thereof to exercise five percent (5%) or more of
         the voting power of the Corporation in the election of directors
         immediately after the issuance at such shares,

         (ii)  any merger, consolidation or other reorganization of the
         Corporation (whether for cash, securities or other property),

         (iii) any dissolution, liquidation or winding up of the Corporation, or

         (iv)  any sale or disposition of any substantial portion of the assets
         of the Corporation;

provided, however, that the foregoing provisions shall not apply to (1x) any
such transaction which is approved by resolution of the Board of Directors by a
vote of two-thirds (2/3rds) of the directors then in office.

The stockholder vote, if any, required for any transaction of the type described
in clause (x) of the preceding sentence or any transaction not of the type
described in this Article SEVENTH shall be such as may be required by applicable
law. For purposes of this Second Restated Certificate of Incorporation,
"control" with respect to any person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such person, whether through the ownership of voting securities, by
contract or otherwise.

         EIGHTH: In furtherance and not in limitation of the powers conferred by
the laws of the State of Delaware, the Board of Directors is expressly
authorized and empowered, without the assent or vote of the stockholders, to
make, alter, amend and repeal the by-laws of the Corporation, in any manner not
inconsistent with the laws of the State of Delaware or this Second Restated
Certificate of Incorporation.

         NINTH: 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 or any class of them, any court of equitable
jurisdiction within the State of Delaware 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 ss.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 ss.279 of Title 8 of the Delaware Code,
order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of 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 or class of
stockholders of this Corporation, as the case may be, and also on this
Corporation.

         TENTH: From time to time any of the provisions of this Second Restated
Certificate of Incorporation may be amended, altered or repealed, and other
provisions authorized by the laws of the State of Delaware at that time in force
may be added or inserted in the manner and at the time prescribed by said laws,
and all rights at any time conferred upon the stockholders of the Corporation by
this Second Restated Certificate of Incorporation are granted subject to the
provisions of said laws; however, the provisions of Articles FIFTH, SIXTH and
SEVENTH, and the provisions of this Article TENTH may not be amended, altered or
repealed without the affirmative vote of the holders of record of two-thirds
(2/3rds) of the outstanding Common Stock of the Corporation entitled to vote and
voting separately as a class.


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<PAGE>

         ELEVENTH: The Corporation shall, to the full extent permitted by the
General Corporation Law of the State of Delaware, as amended from time to time,
indemnify all persons whom it has the power to indemnify pursuant thereto.

         TWELFTH:  No director of the Corporation shall have personal liability
to the  Corporation  or its  stockholders  for  monetary  damages  for breach of
fiduciary duty as a director;  provided,  however,  that the foregoing shall not
eliminate or limit the liability of any director

               (i)   for any  breach of such  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) underss.174 of the General  Corporation  Law of the State
                     of Delaware, or

               (iv)  for any  transaction  from  which such  director  derived
                     an improper personal benefit.


                  IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this Second Restated Certificate of
Incorporation to be signed by its officer thereunto duly authorized as of the
7th day of June, 2001.


                                          JANUS HOTELS AND RESORTS, INC.


                                          By:  /s/Louis S. Beck
                                                   Louis S. Beck
                                                   Chairman of the Board and
                                                   Chief Executive Officer



























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