**EXHIBIT 3.1****AMENDED AND RESTATED****CERTIFICATE OF INCORPORATION****OF****COLEMAN CABLE, INC.**     The present name of the corporation (the “Corporation”) is Coleman Cable, Inc. The name underwhich the Corporation was originally formed is Coleman Cable Acquisition LLC. The date of filingof the original formation with the Delaware Secretary of State is August 3, 1999. A Certificate ofConversion was filed on August 11, 1999 which changed the name to Coleman Cable Acquisition Corp.A Restated Certificate of Incorporation was filed on April 21, 2005 which eliminated Article Fourththereof and substituted in lieu thereof a new Article which is set forth in the RestatedCertificate of Incorporation. The Corporation hereby certifies that this Amended and RestatedCertificate of Incorporation, which amends and restates the provisions of the Restated Certificateof Incorporation of the Corporation, has been duly adopted in accordance with Section 242 andSection 245 of the General Corporation Law of the State of Delaware. The text of the RestatedCertificate of Incorporation is hereby amended and restated in its entirety to read as set forthbelow.     **FIRST: Name**. The name of the Corporation is Coleman Cable, Inc. (the “Corporation”).     **SECOND: Registered Agent**. The address of the Corporation’s registered office in the State ofDelaware is 2711 Centerville Road, Suite 400, Wilmington, DE 19808, in the County of New Castle.The name of its registered agent at such address is Corporation Service Company.     **THIRD: Purpose**. The purpose of the Corporation is to engage in any lawful act or activity forwhich corporations may be organized under the General Corporation Law of the State of Delaware(“DGCL”).     **FOURTH: Capital Stock**. The total number of shares of stock which the Corporation isauthorized to issue is seventy-five million (75,000,000) of common stock, par value $0.001 pershare (the “Common Stock”) and ten million (10,000,000) of preferred stock, par value $0.001 pershare (the “Preferred Stock”). Effective immediately upon filing of this Amended and RestatedCertificate of Incorporation, each issued and outstanding share of Common Stock, par value $0.01per share, of the Corporation shall, without further action by the Corporation or any holderthereof, automatically be reclassified, changed and converted into 312.607885445273 shares ofCommon Stock, par value $0.001 per share, rounded to the nearest whole share. The powers,designations, preferences and relative, participating, optional or other special rights, if any,and the qualifications, limitations or restrictions of each class of capital stock shall begoverned by the following provisions:     Section 1. Preferred Stock. The Preferred Stock may be issued from time to time in one ormore series. The Board of Directors is hereby authorized (i) to provide by resolution orresolutions from time to time for the issuance of shares of Preferred Stock in one or moreseries, (ii) to establish from time to time the number of shares to be included
 

 
in each such series, (iii) (to the extent not expressly provided for herein) to fix thedesignations, powers, preferences and relative, participating, optional or other specialrights of the shares of each such series and the qualifications, limitations orrestrictions, if any, thereof, by filing one or more certificates pursuant to the DGCL(hereinafter, referred to as a “Preferred Stock Designation”), and (iv) to increase ordecrease the number of shares of any such series to the extent permitted by the DGCL and thePreferred Stock Designation (but not below the number of shares thereof then outstanding).The authority of the Board of Directors with respect to each series shall include, but notbe limited to, determination of the following:     (a) The designation of the series, which may be by distinguishing the number, letter ortitle of such series.     (b) The number of shares of the series.     (c) Whether dividends, if any, shall be paid in cash or in capital stock or othersecurities, whether such dividends shall be cumulative (and, if so, from which date or datesfor each such series) or noncumulative, the preference or relation which such dividends, ifany, shall bear to the dividends payable on any other class or classes or any other seriesof capital stock, and the dividend rate, if any, of the series.     (d) Conditions and dates upon which dividends, if any, shall be payable.     (e) The redemption rights and redemption price or prices, if any, for shares of theseries.     (f) The terms and amount of any sinking fund provided for the purchase or redemption ofshares of the series.     (g) The amounts payable on and the preferences, if any, of shares of the series in theevent of any voluntary or involuntary liquidation, dissolution or winding up of the affairsof the Corporation.     (h) Whether the shares of the series shall be convertible into or exchangeable forshares of any other class or series of capital stock, or any other security, of theCorporation or any other corporation and, if so, the specification of such other class orseries or such other security, the conversion or exchange price or prices or rate or rates,any adjustments thereof, the date or dates at which such shares shall be convertible orexchangeable and all other terms and conditions upon which such conversion or exchange maybe made.     (i) Restrictions on the issuance of shares of the same series or of any other class orseries.     (j) The voting rights, if any, of the holders of shares of the series, whether as aclass or otherwise, with respect to the election of directors or otherwise.     (k) The price or other consideration for which shares of the series shall be issued
 

 
and, if deemed desirable, the stated value or other valuation of the sharesconstituting such series.     (l) Any other relative rights, preferences and limitations of that series.     Section 2. Common Stock.     (a) General. All shares of Common Stock shall be identical and will entitle holdersthereof to the same rights and privileges, except as otherwise provided herein. Subject tothe prior rights and preferences, if any, applicable to shares of the Preferred Stock or anyseries thereof, the holders of shares of Common Stock shall be entitled to receive suchdividends or other distributions (payable in cash, stock, or otherwise) as may be declaredthereon by the Board of Directors at any time and from time to time out of any funds of theCorporation legally available therefore.     (b) Voting Rights.     (i) Each registered holder of Common Stock shall be entitled to one vote foreach share of Common Stock held by such holder.     (ii) Except as otherwise provided by law or the terms of any series ofPreferred Stock, each registered holder of Common Stock shall be entitled to votefor the election of directors of the Corporation as provided for in Section 2 ofArticle Five of this Amended and Restated Certificate of Incorporation and shall beentitled to vote on all other matters submitted to a vote of stockholders of theCorporation.     (c) Dividends. Any dividend or distribution on Common Stock shall be payable on sharesof Common Stock ratably.     (d) Liquidation. In the event of any voluntary or involuntary liquidation,dissolution, or winding-up of the Corporation, after distribution in full of thepreferential amounts, if any, to be distributed to the holders of shares of Preferred Stockor any series thereof, the holders of shares of Common Stock shall be entitled to receiveall of the remaining assets of the Corporation available for distribution to itsstockholders, ratably in proportion to the number of shares of Common Stock held by them.For purposes of this paragraph (d), a liquidation, dissolution, or winding-up of theCorporation, as such terms are used in this paragraph (d), shall not be deemed to beoccasioned by or to include any consolidation or merger of the Corporation with or into anyother corporation or corporations or other entity or a sale, lease, exchange, or conveyanceof all or a part of the assets of the Corporation.     **FIFTH: Board of Directors**. The Board of Directors of the Corporation shall consist of suchnumber of directors as may be determined from time to time by the Board of Directors in its solediscretion in accordance with the Bylaws of the Corporation; subject, however, to the rights of theholders of any series of Preferred Stock of the Corporation, as set forth in a Preferred StockDesignation, to elect additional Directors under specified circumstances, and shall be subject tothe following provisions:
 

 
     Section 1. Classification. The directors shall be divided into three classes asnearly equal in size as is practicable, hereby designated Class I, Class II and Class III.The term of office of the initial Class I directors shall expire on the date of the firstannual meeting of stockholders following the filing of this Amended and Restated Certificateof Incorporation (the “Effective Time”), the term of office of the initial Class IIdirectors shall expire at the second annual meeting of the stockholders after the EffectiveTime and the term of office of the initial Class III directors shall expire at the thirdannual meeting of the stockholders after the Effective Time. At each annual stockholders’meeting after the Effective Time, directors to replace those of a class whose terms expireat such annual meeting shall be elected to hold office until the third succeeding annualmeeting of stockholders and until their respective successors shall have been duly electedand qualified. If the number of directors is hereafter changed, any newly createddirectorships or decrease in directorships shall be so apportioned among the classes as tomake all classes as nearly equal in number as is practicable.     Section 2. Election. Holders of Common Stock shall elect all directors of theCorporation (other than directors, if any, which holders of any series of Preferred Stockare entitled to elect pursuant to the provisions of the Preferred Stock Designationestablishing such series).     Section 3. Written Ballot. Unless and to the extent that the Bylaws of theCorporation shall so require, the election of directors of the Corporation need not be bywritten ballot.     Section 4. Cumulative Voting. Cumulative voting for the election of directors is notallowed.     Section 5. Removal. Subject to the rights of the holders of any series of PreferredStock to remove directors under specified circumstances, (i) no director may be removedwithout cause and (ii) the affirmative vote of the holders of at least seventy-five percent(75%) of the voting power of all of the then-outstanding shares of the capital stock of theCorporation entitled to vote generally in the election of directors, voting together as asingle class, shall be required to remove any director or the entire Board of Directors forcause.     **SIXTH: Bylaws**. In furtherance and not in limitation of the powers conferred by the DGCL, theBoard of Directors of the Corporation shall be authorized to make, alter, or repeal the Bylaws ofthe Corporation as and to the extent permitted therein.     **SEVENTH: Action Without a Meeting; Calling of Special Meetings**. Any action required orpermitted to be taken by the stockholders of the Corporation must be effected at a duly calledannual or special meeting of stockholders of the Corporation and may not be effected by any consentin writing by such stockholders. Except as required by law, special meetings of the stockholdersof the Corporation may be called only by the Board of Directors pursuant to a resolution adopted bya majority of the entire Board of Directors and not by the stockholders of the Corporation.
 

 
     **EIGHTH: Vacancies**. Subject to the rights of the holders of any series of Preferred Stock thenoutstanding, newly created directorships resulting from any increase in the authorized number ofdirectors or any vacancies in the Board of Directors resulting from death, resignation, retirement,disqualification, removal from office or other cause shall, unless otherwise required by law or byresolution of the Board of Directors, be filled by the affirmative vote of a majority of thedirectors then in office, though less than a quorum (and not by stockholders), and directors sochosen shall hold office for a term expiring at the next annual meeting of stockholders and untilsuch director’s successor shall have been duly elected and qualified. No decrease in theauthorized number of directors shall shorten the term of any incumbent director.     **NINTH: Section 203**. The Corporation elects not to be governed by Section 203 of the DGCL.     **TENTH: Liability of Directors**. No director of the Corporation shall be personally liable tothe Corporation or its stockholders for monetary damages for breach of fiduciary duty as a directorexcept for liability to the extent provided by applicable law (i) for any breach of the director’sduty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in goodfaith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant toSection 174 of the DGCL, or (iv) for any transaction from which such director derived an improperpersonal benefit. No repeal or modification of this Article Tenth shall adversely affect any rightor protection of a director of the Corporation in respect of any act or omission occurring prior tothe time of such repeal or modification.     **ELEVENTH: Indemnification**.The following indemnification provisions shall apply to the persons enumerated below.     Section 1. Right to Indemnification of Directors and Officers. The Corporation shallindemnify and hold harmless, to the fullest extent permitted by applicable law as it presentlyexists or may hereafter be amended, any person (an “Indemnified Person”) who was or is made or isthreatened to be made a party or is otherwise involved in any action, suit or proceeding, whethercivil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that suchperson, or a person for whom such person is the legal representative, is or was a director orofficer of the Corporation or, while a director or officer of the Corporation, is or was serving atthe request of the Corporation as a director, officer, employee or agent of another Corporation orof a partnership, joint venture, limited liability company, trust, enterprise or nonprofit entity,including service with respect to employee benefit plans, against all liability and loss sufferedand expenses (including attorneys’ fees) reasonably incurred by such Indemnified Person in suchProceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section3 of this Article Eleventh, the Corporation shall be required to indemnify an IndemnifiedPerson in connection with a Proceeding (or part thereof) commenced by such Indemnified Person onlyif the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorizedin advance by the Board of Directors.     Section 2. Prepayment of Expenses of Directors and Officers. The Corporation shallpay the expenses (including attorneys’ fees) incurred by an Indemnified Person in defending anyProceeding in advance of its final disposition, provided, however, that, to theextent required by
 

 
law, such payment of expenses in advance of the final disposition of the Proceeding shall bemade only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced ifit should be ultimately determined that the Indemnified Person is not entitled to be indemnifiedunder this Article Eleventh or otherwise.     Section 3. Claims by Directors and Officers. If a claim for indemnification oradvancement of expenses under this Article Eleventh is not paid in full within thirty (30) daysafter a written claim therefor by the Indemnified Person has been received by the Corporation, theIndemnified Person may file suit to recover the unpaid amount of such claim and, if successful inwhole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any suchaction the Corporation shall have the burden of proving that the Indemnified Person is not entitledto the requested indemnification or advancement of expenses under applicable law.     Section 4. Indemnification of Employees and Agents. The Corporation may indemnifyand advance expenses to any person who was or is made or is threatened to be made or is otherwiseinvolved in any Proceeding by reason of the fact that such person, or a person for whom such personis the legal representative, is or was an employee or agent of the Corporation or, while anemployee or agent of the Corporation, is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation or of a partnership, joint venture,limited liability company, trust, enterprise or nonprofit entity, including service with respect toemployee benefit plans, against all liability and loss suffered and expenses (including attorney’sfees) reasonably incurred by such person in connection with such Proceeding. The ultimatedetermination of entitlement to indemnification of persons who are non-director or officeremployees or agents shall be made in such manner as is determined by the Board of Directors in itssole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be required toindemnify a person in connection with a Proceeding initiated by such person if the Proceeding wasnot authorized in advance by the Board of Directors.     Section 5. Advancement of Expenses of Employees and Agents. The Corporation may paythe expenses (including attorney’s fees) incurred by an employee or agent in defending anyProceeding in advance of its final disposition on such terms and conditions as may be determined bythe Board of Directors.     Section 6. Non-Exclusivity of Rights. The rights conferred on any person by thisArticle Eleventh shall not be exclusive of any other rights which such person may have or hereafteracquire under any statute, provision of the certificate of incorporation, these by-laws, agreement,vote of stockholders or disinterested directors or otherwise.     Section 7. Other Indemnification. The Corporation’s obligation, if any, to indemnifyany person who was or is serving at its request as a director, officer or employee of anotherCorporation, partnership, limited liability company, joint venture, trust, organization or otherenterprise shall be reduced by any amount such person may collect as indemnification from suchother Corporation, partnership, limited liability company, joint venture, trust, organization orother enterprise.     Section 8. Insurance. The Board of Directors may, to the full extent permitted byapplicable law as it presently exists, or may hereafter be amended from time to time, authorize an
 

 
appropriate officer or officers to purchase and maintain at the Corporation’s expenseinsurance: (a) to indemnify the Corporation for any obligation which it incurs as a result of theindemnification of directors, officers and employees under the provisions of this Article Eleventh;and (b) to indemnify or insure directors, officers and employees against liability in instances inwhich they may not otherwise be indemnified by the Corporation under the provisions of this ArticleEleventh.     Section 9. Amendment or Repeal. Any repeal or modification of the foregoingprovisions of this Article Eleventh shall not adversely affect any right or protection hereunder ofany person in respect of any act or omission occurring prior to the time of such repeal ormodification. The rights provided hereunder shall inure to the benefit of any Indemnified Personand such person’s heirs, executors and administrators.     **TWELFTH: Amendment**. The Corporation shall have the right, subject to any express provisionsor restrictions contained in this Amended and Restated Certificate of Incorporation or the Bylawsof the Corporation, from time to time, to amend this Amended and Restated Certificate ofIncorporation or any provision hereof in any manner now or hereafter provided by law, and allrights and powers of any kind conferred upon a director or stockholder of the Corporation by thisAmended and Restated Certificate of Incorporation or any amendment hereof are subject to such rightof the Corporation; provided however, that the affirmative vote of the holders of at leastseventy-five percent (75%) of the voting power of all of the then-outstanding shares of the capitalstock of the Corporation entitled to vote generally in the election of directors, voting togetheras a single class, shall be required to amend or repeal Article Five, Six, Seven, Eight or Twelveof this Amended and Restated Certificate of Incorporation.
 

 
     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate ofIncorporation, on this 10th day of October, 2006.      COLEMAN CABLE, INC.,