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EXHIBIT 3.1

                               STATE OF DELAWARE

                       OFFICE OF THE SECRETARY OF STATE
                       --------------------------------

         I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "DONALDSON, LUFKIN & JENRETTE, INC.'', FILED IN THIS OFFICE ON
THE TWENTY-SECOND DAY OF APRIL, A.D. 1998, AT 9 O'CLOCK A.M.



                                                  /s/ Edward J. Freel
                                                  ----------------------------
                                                  Edward J. Freel

                                                  Authorization Number: 9042949
                                                  Date: 04-23-98

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               AMENDMENT AND RESTATED CERTIFICATE OF INCORPORATION
                                        OF 
                        DONALDSON, LUFKIN & JENRETTE, INC.

     Donaldson, Lufkin & Jenrette, Inc., a corporation organized and existing
under the laws of the State of Delaware, hereby certifies as follows:

     1. The name of the corporation is Donaldson, Lufkin & Jenrette, Inc. The 
date of filing its original Certificate of Incorporation with the Secretary of 
State was October 20, 1959.

     2. This Amendment and Restated Certificate of Incorporation has been duly 
adopted and proposed to the stockholders of he Corporation by the Board of 
Directors of the Corporation, and has been approved and adopted by the 
stockholders of the Corporation, in accordance with Sections 242 and 245 of 
the General Corporation Law of the State of Delaware.

     3. Pursuant to Section 242 and 245 of the General Corporation Law of the 
State of Delaware, this Amended and Restated Certificate of Incorporation 
restates and integrates and further amends the provisions of the Certificate 
of Incorporation of the Corporation.

     4. The text of the Certificate of Incorporation is hereby restated and 
further amended to read in its entirety as hereinafter set forth:

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     FIRST: The name of the Corporation is DONALDSON, LUFKIN & JENRETTE, INC.

     SECOND: The principal office of the Corporation in the State of Delaware 
is located at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 
19081.  The name and address of the Corporation's resident agent is The 
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, 
Wilmington, DE 19081; County of New Castle.

     THIRD: The purpose of the Corporation is to engage in any lawful act or 
activity for which corporations may now or hereafter be organized under the 
General Corporation Law of the State of Delaware.

     FOURTH: The total number of shares of stock which the Corporation shall 
have authority to issue is 300,000,000 shares of Common Stock, par value $0.10 
per share (the "Common Stock"), and 50,000,000 shares of Preferred Stock, par 
value $0.01 per share (the "Preferred Stock").

     The Board of Directors (or such committee of the Board of Directors as 
the Board of Directors shall empower) is hereby empowered to authorize by 
resolution or resolutions from time to time the issuance of one of more classes 
or series of Preferred Stock and to fix the designations, powers, preferences 
and relative, participating, optional or other rights, if any, and the 
qualifications, limitations or restrictions thereof, if any, with respect to 
each such class or series of Preferred Stock and the number of shares 
constituting each such class or series, and to increase or decrease the number 
of shares of any such class or series to the 

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extent permitted by the General Corporation Law of the State of Delaware, as 
amended from time to time.

     FIFTH: The Corporation is to have perpetual existence.

     SIXTH: The private property of the stockholders shall not be subject to 
the payment of corporate debts to any extent whatever.

     SEVENTH: The following additional provisions are inserted for the 
management of the business and for the conduct of the affairs of the 
Corporation, and for the creation, definition, limitation and regulation of 
the powers of the Corporation, the directors and the stockholders:

     1. Election of directors need not be by ballot.  The Board of Directors 
shall have the power to make, alter, amend and repeal the By-laws of the 
Corporation.

     2. Any director may be removed at any time, with or without cause, upon 
the affirmative vote of the holder of a majority of the stock of the 
Corporation at that time having voting power for the election of directors.

     3. In the event that any contract or other transaction to which this 
Corporation is a party would be affected by the fact that any directors or 
officers of this Corporation are directors, officers, creditors, stockholders, 
partners, or otherwise interested in any other party to such contract, or are 
parties to or are otherwise interested in such contract or other transaction, 
then, in any such event, such contract or other transaction shall not be 
affected by such fact if such contract of other transaction shall be approved 
or ratified by the affirmative vote 

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of directors who are not so interested constituting a  majority of a quorum of 
directors present at a meeting of the Board of Directors.  In the absence of 
actual fraud, no director or officer shall be liable to account to the 
Corporation for any profit realized by him from or through any such contract 
or other transaction of the types described above in this paragraph ratified 
or approved as aforesaid, by reason of his interest in any such contract or 
other transaction.

     Directors interested in any such contract or other transaction of the 
types described in the foregoing paragraph may be counted when present at 
meetings of the Board of Directors for the purpose of determining the 
existence of a quorum to consider and vote on any such contract or other 
transaction.

     Any contract or other transaction that shall be approved or ratified by 
the vote of the holders of a majority of the stock of the Corporation at the 
time having voting powers for the election of directors present, in person or 
by proxy, at any annual or special meeting of stockholders (provided that a 
lawful quorum of such stockholders be there present in person or by proxy) 
shall, except as otherwise provided, by law, be as valid and as binding upon 
the Corporation and upon all its stockholders as though it had been approved or 
ratified by every stockholder of the Corporation.

     4. The Board of Directors may, by resolution or resolutions, passed by a 
majority of the whole board, designate one or more committees, each committee 
to consist of two or more of the directs of the Corporation, which to the 
extent provided in said resolution or resolutions or in the By-Laws of the 
Corporation,

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shall have and may exercise the powers of the Board of Directors in the 
management of the business and affairs of the Corporation, and may authorize 
the seal of the Corporation to be affixed to all papers which may require it. 
Such committee or committees shall have such name or names as may be stated 
in the By-Laws of the Corporation or as may be determined from time to time 
by resolution adopted by the Board of Directors. 

   5. The Board of Directors shall also have power to authorize and cause to 
be executed and delivered mortgages and instruments of pledge, and any other 
instruments creating liens, on the real and personal property of the 
Corporation; to fix the times for the declaration and payment of dividends; 
to set apart out of any of the funds of the Corporation available for 
dividends a reserve or reserves for any proper purpose and to abolish any 
such reserve; and to make and determine the use and disposition of any 
surplus (whether capital, earned or other surplus) or net profits over and 
above the capital of the Corporation, and in its discretion, the Board of 
Directors may use and apply any such surplus or net profits in purchasing or 
acquiring shares of its own stock to such extent and in such manner and upon 
such terms as the Board of Directors shall deem expedient. The shares of such 
stock so purchased or acquired may be resold, except as otherwise provided by 
law. 

   6. The business of the Corporation shall be managed by the Board of 
Directors, except as otherwise provided by the General Corporation Law of the 
State of Delaware or herein. The Board of Directors, in addition to the 
powers 

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and authority expressly conferred upon it herein, by law, by the By-Laws and 
otherwise, is hereby empowered to exercise all such powers as may be 
exercised by the Corporation; subject, nevertheless, to the provisions of the 
laws of the State of Delaware, of this Certificate of Incorporation, and of 
any amendments thereto, and to the By-Laws. 

   7. A director, or a member of any committee designated by the Board of 
Directors pursuant to authority hereinbefore conferred, shall, in the 
performance of his duties, be fully protected in relying in good faith upon 
the books of account or reports made to the Corporation, its stockholders, 
its Board of Directors or any such committee, by any of its officials, or by 
an independent certified public accountant, or by an appraiser selected with 
reasonable care by the Board of Directors or by any such committee, or in 
relying in good faith upon other records of the Corporation. Without 
prejudice to the generality of the foregoing, a director shall be fully 
protected in relying in good faith upon the books of account of the 
Corporation or statements prepared by any of its officials as to the value 
and amount of the assets, liabilities and/or net profits of the Corporation, 
or any other facts pertinent to the existence and amount of surplus or other 
funds from which dividends might properly be declared and paid. 

   8. Whenever under the provisions of the laws of the State of Delaware or 
this Certificate of Incorporation the vote of the holders of Common Stock at 
a meeting thereof is required or permitted to be taken for or in connection 
with any corporate action, the meeting and vote of such holders may be 
dispensed with and 

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such actions may be effectively and validly taken on the written consent of 
the holders of not less than a majority of the shares of Common Stock then 
outstanding, provided that in no case shall such written consent be by the 
holders of Common Stock having less than the minimum percentage of the total 
vote required by statue for the proposed corporate action, and provided, 
further that prompt notice shall be given to all stockholders of the taking 
of corporate action without a meeting and by less than unanimous written 
consent. 

   EIGHTH: (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 attorney's 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 not reasonable 
cause to believe his conduct was unlawful. The termination of any action, 
suit or proceeding by judgment, order, settlement, conviction, or upon a plea 
of nolo contendere or its equivalent, shall not, of itself, create a 
presumption 

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that the person did not act in good faith and in a manner which 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 reasonable cause 
to believe that 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 
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 attorney's 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 interests 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 for negligence or misconduct in 
the performance of his duty to the Corporation unless and only to the extent 
that the Court of Chancery 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. 

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   (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 subsection (a) or (b), or in 
defense of any claim, issue or matter therein, he shall be indemnified 
against expenses (including attorneys' fees) actually and reasonably incurred 
by him in connection therewith. 

   (d) Any indemnification under subsection (a) or (b) (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 subsections (a) and (b). Such 
determination shall be made (1) by the Board of Directors by a majority vote 
of a quorum consisting of directors who were not parties to such action, suit 
or proceeding, or (2) 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 (3) by the stockholders. 

   (e) Expenses incurred in defending a civil or criminal action, suit or 
proceeding may be paid by the Corporation in advance of the final disposition 
of such action, suit or proceeding as authorized by the Board of Directors in 
the specific case upon receipt of an undertaking by or on behalf of the 
director, officer, employee or agent to repay such amount unless it shall 
ultimately be determined that he is entitled to be indemnified by the 
Corporation as authorized in this section. 

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   (f) The indemnification provided by this section shall not be deemed 
exclusive of any other rights to which those seeking indemnification 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, and 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 
a person. 

   (g) The Corporation shall have power to 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 section. 

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   IN WITNESS WHEREOF, said Donaldson, Lufkin & Jenrette, Inc. has caused 
this certificate to be signed by Joe L. Roby, its President and Chief 
Executive Officer, and attested by Marjorie White, its Secretary, this 22nd 
day of April, 1998. 

                                          DONALDSON, LUFKIN & 
                                           JENRETTE, INC. 
                                          By       /s/ Joe L. Roby 
                                          -------------------------------
                                                      President and 
                                                 Chief Executive Officer 

ATTEST: 
By Marjorie White 
   --------------------
    Secretary 

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