Shortcut
      toQuickLinks                       **EXHIBIT
      3.1**











AMENDED
      AND
      RESTATED


CERTIFICATE
      OF
      INCORPORATION OF





SCHIFF
      NUTRITION
      INTERNATIONAL, INC .











Adopted
      in
      accordance with the provisions of Section 242 and Section 245 of the General
      Corporation Law of the State of Delaware.





We,
      the Chief
      Executive Officer and President and Chief Operating Officer, Executive Vice
      President and Secretary of Schiff Nutrition International, Inc. (the
      "Corporation"), a corporation existing under the laws of the State of Delaware,
      do hereby certify as follows:





FIRST:  That
      the
      Corporation was incorporated August 8, 1996.





SECOND:  That
      the
      Certificate of Incorporation of the Corporation has been amended and restated
      in
      its entirety as follows:





ARTICLE
      I





NAME





The
      name of the
      Corporation shall be Schiff Nutrition International, Inc.





ARTICLE
      II





REGISTERED
      OFFICE





The
      address of the
      Corporation's registered office in the State of Delaware is 1013 Centre Road,
      Wilmington, Delaware 19805-1297 in the City of Wilmington. The name of the
      Corporation's registered agent at such address is The Prentice-Hall Corporation
      System, Inc.





ARTICLE
      III





PURPOSES





The
      nature of the
      business or purposes to be conducted or promoted 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.






1







ARTICLE
      IV





CAPITAL
      STRUCTURE





The
      total number of
      shares of all classes of stock that the Corporation shall have the authority
      to
      issue is eighty-five million (85,000,000) shares, consisting of:


(a)
      fifty million
      (50,000,000) shares of Class A common stock, par value $.01 per share (the
      "Class A Common Stock");





(b)
      twenty-five
      million (25,000,000) shares of Class B common stock, par value $.01 per share
      (the "Class B Common Stock"); and





(c)
      ten million
      (10,000,000) shares of preferred stock, par value $.01 per share (the "Preferred
      Stock").





The
      Board of
      Directors of the Corporation (the "Board of Directors") is hereby expressly
      vested with authority to provide for the issuance of shares of Preferred Stock
      in one or more classes or one or more series, with such voting powers, full
      or
      limited, or no voting powers, and with such designations, preferences and
      relative, participating, optional and other special rights, and qualifications,
      limitations or restrictions thereof, if any, as shall be stated and expressed
      in
      the resolution or resolutions providing for such issue adopted by the Board
      of
      Directors under the General Corporation Law of the State of Delaware. Except
      as
      otherwise provided by law, the holders of the Preferred Stock of the Corporation
      shall only have such voting rights as are provided for or expressed in the
      resolutions of the Board of Directors relating to such Preferred Stock adopted
      pursuant to the authority contained in the Certificate of
      Incorporation.








ARTICLE
      V





VOTING
      RIGHTS





Subject
      to the
      limitations provided by law and subject to any voting rights applicable to
      shares of the Preferred Stock, the Class A Common Stock and the Class B Common
      Stock shall have the sole right and power to vote on all matters on which a
      vote
      of shareholders is to be taken. In all matters, with respect to actions both
      by
      vote and by consent, each holder of shares of the Class A Common Stock shall
      be
      entitled to cast one vote in person or by proxy for each share of Class A Common
      Stock standing in such holder's name on the transfer books of the Corporation;
      and each holder of shares of the Class B Common Stock shall be entitled to
      cast
      ten votes in person or by proxy for each share of Class B Common Stock standing
      in such holder's name on the transfer books of the Corporation. Except as
      otherwise provided above and subject to the limitations provided by law and
      subject to any voting rights applicable to shares of the Preferred Stock, the
      holders of shares of the Class A Common Stock and Class B Common Stock shall
      vote together as a single class, together with the holders of any shares of
      the
      Preferred Stock which are entitled to vote, and not as a separate
      class.







2





ARTICLE
      VI





BOARD
      OF
      DIRECTORS





The
      business and
      affairs of the Corporation shall be managed by the Board of Directors. The
      Board
      of Directors shall consist of three or more members as determined by the bylaws
      of the Corporation. A director shall hold office until his or her successor
      shall be elected and duly qualified; provided, however, that any director of
      the
      Corporation may be removed from office with or without cause by the affirmative
      vote of holders of a majority of the capital stock of the Corporation entitled
      to vote thereon at any annual or special meeting of stockholders of the
      Corporation.





Newly
      created
      directorships resulting from any increase in the number of directors or any
      vacancy on the Board of Directors resulting from death, resignation,
      disqualification, removal or other cause shall be filled solely by the
      affirmative vote of a majority of the remaining directors then in office, even
      though less than a quorum, or by a sole remaining director. Any director elected
      in accordance with the preceding sentence shall hold office for the remainder
      of
      the full term of the class of directors in which the newly created directorship
      was created or the vacancy occurred.








ARTICLE
      VII





BYLAWS





In
      furtherance and not in limitation of the powers conferred by statute, the Board
      of Directors is expressly authorized to make, alter or repeal the bylaws of
      the
      Corporation.








ARTICLE
      VIII





ELECTION
      OF
      DIRECTORS





The
      election of
      directors of the Corporation need not be by written ballot unless the bylaws
      of
      the Corporation shall so provide.








ARTICLE
      IX





DIVIDENDS





Subject
      to the
      rights, if any, of the holders of Preferred Stock then outstanding, the holders
      of shares of Class A Common Stock and the holders of shares of Class B Common
      Stock shall be entitled to receive when, as, and if declared by the Board of
      Directors, out of the assets of the Corporation which are by law available
      therefor, dividends payable either in cash, in property, or in shares of capital
      stock of the Corporation. Upon consummation of the Corporation's initial public
      offering of Class A Common Stock, the holders of shares of Class B Common Stock
      shall be entitled to a one-time dividend payment of $18.0 million.








3






ARTICLE
      X





CONVERSION





The
      holders of
      shares of the Class A Common Stock shall not have the right to convert their
      shares of Class A Common Stock into any other securities.





The
      holders of
      shares of the Class B Common Stock at their election shall have the right,
      at
      any time or from time to time, to convert any or all of their shares of Class
      B
      Common Stock into shares of Class A Common Stock, on a one to one basis, by
      delivery to the Corporation of the certificates representing such shares of
      Class B Common Stock duly endorsed for such conversion. Any shares of the Class
      B Common Stock that are transferred will automatically convert into shares
      of
      the Class A Common Stock, on a one to one basis, effective as of the date on
      which certificates representing such shares are presented for transfer on the
      books of the Corporation.








ARTICLE
      XI





INDEMNIFICATION





The
      Corporation
      shall, to the fullest extent permitted by Delaware law, indemnify any person
      (the "Indemnitee") who is or was involved in any manner (including, without
      limitation, as a party or a witness) in any threatened, pending or completed
      investigation, claim, action, suit or proceeding, whether civil, criminal,
      administrative or investigative (including, without limitation, any action,
      suit
      or proceeding brought by or in the right of the Corporation to procure a
      judgment in its favor) (a "Proceeding") by reason of the fact that the
      Indemnitee is or was a director or officer of the Corporation, or is or was
      serving another entity in such capacity at the request of the Corporation,
      against all expenses and liabilities actually and reasonably incurred by the
      Indemnitee in connection with the defense or settlement of such Proceeding
      (including attorneys' fees).








THIRD :
      That such amended
      and restated Certificate of Incorporation has been duly adopted in accordance
      with Section 242 and Section 245 of the General Corporation Law of the State
      of
      Delaware by the written consent of a majority of the stockholders of the
      Corporation in accordance with Section 228 of the General Corporation Law of
      the
      State of Delaware.






4