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                                                               Exhibit 3(i)


                     RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                           THE COSMETIC CENTER, INC.

      FIRST:   The   name  of  the   corporation   (hereinafter   called   the
"Corporation") is The Cosmetic Center, Inc.

      SECOND: The address of the Corporation's registered office in the State
of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of the Corporation's registered agent at such address is
Corporation Service Company.

      THIRD: The  Corporation's  purpose is to engage in, promote and carry on
any lawful act or activity for which  corporations  may be organized under the
General Corporation Law of the State of Delaware.

      FOURTH:

            (a) The total number of shares of all classes of capital stock
      which the Corporation shall have authority to issue is fifty million
      (50,000,000) shares of common stock which shall be divided into classes,
      of which five million (5,000,000) shares with a par value of one cent
      ($.01) per share shall be Class A Common Stock ("Class A Common
      Shares"), five million (5,000,000) shares with a par value of one cent
      ($.01) per share shall be Class B Common Stock ("Class B Common Shares")
      and forty million (40,000,000) shares with a par value of one cent
      ($.01) per share shall be Class C Common Stock ("Class C Common
      Shares").

            (b) The relative rights, preferences and limitations of the Class
      A Common Shares and Class B Common Shares are identical in all respects,
      except that:

                  (1) the voting power for the election of directors and all
      other purposes is vested exclusively in the holders of Class B Common
      Shares ("Class B Stockholders") and, except as otherwise required by law
      and as set forth in clause (3) of this paragraph (b), the holders of
      Class A Common Shares ("Class A Stockholders") are not to have any
      voting power or be entitled to receive notice of meetings of
      stockholders. In all matters in which they have the right to vote, the
      Class A Stockholders have one vote per share and the Class B
      Stockholders have one vote per share;

                  (2) the aggregate number of authorized Class A Common Shares
      may be increased or decreased (but not below the number of outstanding
      Class A Common Shares) only by the affirmative vote of Class B
      Stockholders holding at least a majority of the then outstanding Class B
      Common Shares, voting together as a single class;

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                  (3) the affirmative vote of Class A Stockholders holding at
      least a majority of the then outstanding Class A Common Shares, voting
      together as a single class, shall be required to amend this Certificate
      of Incorporation if such amendment would alter or change the powers,
      preferences or special rights of the Class A Common Shares;

                  (4) a dividend or distribution in cash or property on Class
      A Common Shares may be greater than any dividend or distribution in cash
      or property on Class B Common Shares;

                  (5) a dividend or distribution in shares of the Corporation
      on Class A Common Shares may be paid or made only in Class A Common
      Shares; and

                  (6) a dividend or distribution in shares of the Corporation
      on Class B Common Shares may be paid or made in Class A Common Shares or
      Class B Common Shares.

            (c) In the event of a merger, consolidation or combination of the
      Corporation with another entity (whether or not the Corporation is the
      surviving entity) or in the event of the dissolution of the Corporation,
      Class A Stockholders shall be entitled to receive in respect of each
      Class A Common Share the same kind, and at the same ratio, of shares,
      evidences of indebtedness, other securities, cash, rights or any other
      property, or any combination of the foregoing, as Class B Stockholders
      shall be entitled to receive in respect of each Class B Common Share.

            (d) Each Class A Common Share shall convert automatically into one
      Class B Common Share if the number of outstanding Class B Common Shares
      is less than 10% of the aggregate number of outstanding Class A Common
      Shares and Class B Common Shares. For purposes of this paragraph (d),
      Class A Common Shares or Class B Common Shares repurchased by the
      Corporation would not be considered to be "outstanding" from and after
      the date of repurchase. In the event of any such conversion of the Class
      A Common Shares, certificates which formerly represented outstanding
      Class A Common Shares thereafter will be deemed to represent a like
      number of Class B Common Shares, and all Common Shares then authorized
      by the Certificate of Incorporation will be deemed to be Class B Common
      Shares.

            (e)(1) A Person (as defined below) who after March 13, 1992
      acquires and continues to hold, directly or indirectly, in excess of 15%
      of the aggregate number of outstanding Class B Common Shares may not
      exercise the voting power of that number of the Class B Common Shares so
      acquired that are deemed to be excess Class B Common Shares for purposes
      of this paragraph (e). An acquisition of Class B Common Shares hereunder
      shall be deemed to include any Class B Common Shares that a Person
      acquires, directly or indirectly, in one transaction or in a series of
      transactions, or with respect to which the Person acts or agrees to act
      in concert with any other Person. The number of Class B Common Shares
      deemed hereunder to be 

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      excess Class B Common Shares shall be determined on any date by 
      application of the following formula:

                        (i) the percentage which the number of Class B Common
      Shares acquired since March 13, 1992 and then held by that Person bears
      to the aggregate number of outstanding Class B Common Shares;

                        (ii) minus the percentage which the number of Class A
      Common Shares acquired since March 13, 1992 at an equitable price and
      then held by that Person bears to the aggregate number of outstanding
      Class A Common Shares;

                        (iii)  times  the  aggregate   number  of  outstanding
      Class B Common Shares.

      For purposes of this determination, (A) any Class A Common Shares or
      Class B Common Shares issued by the Corporation since the last date on
      which a Person acquired any Class B Common Shares shall be considered to
      be not outstanding and (B) any Class A Common Shares or Class B Common
      Shares repurchased by the Corporation since the last date on which a
      Person acquired any Class A Common Shares or Class B Common Shares
      (whether in treasury or retired) shall be deemed still to be
      outstanding. Determination of excess Class B Common Shares shall be made
      as of the date that a Person, directly or indirectly, alone or with
      others, otherwise would seek to exercise or direct the exercise of
      voting power with respect to those Class B Common Shares.

                  (2) Class A Common Shares shall have been acquired at an
      equitable price for purposes of clause (1) of this paragraph (e) only if
      they were acquired at a price at least equal to the higher of:

                        (i) the highest per share price (including any broker
      commissions, transfer taxes and soliciting dealers' fees) paid by the
      acquiring Person for any Class B Common Shares acquired by that Person
      within either 60 days before or 60 days after the Class A Common Shares
      were acquired; or

                        (ii) the highest closing sale price during the 30-day
      period immediately before the Class A Common Shares were acquired of a
      Class B Common Share on the principal United States national securities
      exchange on which the Class B Common Shares are listed, or, if the Class
      B Common Shares are not listed on any United States national securities
      exchange, the highest closing sales price for a Class B Common Share
      during the 30-day period on the National Association of Securities
      Dealers, Inc. ("NASD") National Market System, or, if the Class B Common
      Shares are not listed on the NASD National Market System, the highest
      closing bid quotation for a Class B Common Share during the 30-day
      period on the NASD Automated Quotations System or any system in use, or,
      if no quotations are available, the fair 

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      market value during the 30-day period of a Class B Common Share as
      determined in good faith by the Board of Directors of the Corporation.

      If any of the consideration given by the Person for any Class B Common
      Shares under subclause (i) of this clause (2) was other than cash, the
      value of such non-cash consideration shall be as determined in good
      faith by the Board of Directors of the Corporation.

                  (3) An acquisition of a Class B Common Share shall not
      include for the purposes of clause (1) of this paragraph (e) an
      acquisition:

                        (i) made  pursuant  to a  contract  existing  prior to
      March 13, 1992; or

                        (ii) by bequest or inheritance, by operation of law
      upon the death of any individual, or by any other transfer without
      valuable consideration, including a gift that is made in good faith and
      not for the purpose of circumventing this paragraph (e).

                  (4) Unless there are affirmative attributes of concerted
      action, acting or agreeing to act in concert with any other Person shall
      not include for purposes of clause (1) of this paragraph (e) actions
      taken or agreed to be taken by Persons acting in their official
      capacities as directors or officers of the Corporation or actions by
      Persons related by blood or marriage.

                  (5) Notwithstanding that the voting power of any Class B
      Common Share cannot be exercised pursuant to this paragraph (e), that
      Class B Common Share shall be included in the determination of the
      voting power of the Corporation for any purpose under the Certificate of
      Incorporation or the Delaware General Corporation Law, unless otherwise
      provided in the by-laws of the Corporation.

                  (6) For purposes of this paragraph (e), "Person" includes,
      without limitation, a corporation (whether nonprofit or for profit), a
      partnership, an unincorporated society or association, and two or more
      persons having a joint or common interest.

            (f) No holder of shares of any class of the Corporation's capital
      stock, now or subsequently authorized, shall have any preferential or
      preemptive right to subscribe for, purchase or receive any of the
      following shares or other securities that may be issued, sold or offered
      for sale by the Corporation: (i) any shares of any class of the
      Corporation's capital stock, now or subsequently authorized; (ii) any
      options or warrants for such shares; (iii) any rights to subscribe to or
      purchase such shares; or (iv) any securities convertible into or
      exchangeable for such shares. However, in connection with the issuance
      or sale of any such shares or other securities, the Board of Directors,
      in its sole discretion, may offer shares or other securities, for
      purchase or 

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      subscription by the holders of shares of any class of the Corporation's
      capital stock, except as may otherwise be provided by this Certificate
      of Incorporation as it may be amended from time to time.

            (g) Upon the conversion of the outstanding Class A Common Shares
      and Class B Common Shares into Class C Common Shares pursuant to the
      terms of the merger between the Corporation and Prestige Fragrance &
      Cosmetics, Inc., and notwithstanding any other provision of the restated
      certificate of incorporation of the Corporation, the Class C Common
      Shares shall have all the rights of common stock as provided in the
      Delaware General Corporation Law, including the right to vote on the
      election of directors and all other matters submitted to a vote of the
      holders of the Corporation's common stock. Each Class C Common Share
      shall have one vote per share.

      FIFTH:

            (a) The number of directors of the Corporation shall be fixed from
      time to time in the manner specified in the by-laws of the Corporation.
      The directors shall be classified, with respect to the time for which
      they severally hold office, into three classes, as nearly equal in
      number as possible, one class to be originally elected for a term
      expiring at the annual meeting of stockholders to be held in 1993,
      another class to be originally elected for a term expiring at the annual
      meeting of stockholders to be held in 1994 and another class to be
      originally elected for a term expiring at the annual meeting of
      stockholders to be held in 1995, with each director in each class to
      hold office until his successor is elected and qualified. At each annual
      meeting of stockholders of the Corporation, the successors of the class
      of directors whose term expires at the meeting shall be elected to hold
      office for a term expiring at the annual meeting of stockholders held in
      the third year following the year of their election.

            (b) Notwithstanding anything contained in this Certificate of
      Incorporation or the by-laws of the Corporation to the contrary, the
      affirmative vote of the holders of at least 80% of the combined voting
      power of the then outstanding shares of stock of the Corporation then
      entitled to vote generally in the election of directors, voting together
      as a single class, shall be required to alter, amend, adopt any
      provision inconsistent with or repeal this Article FIFTH.

      SIXTH: The provisions for the regulation of the Corporation's internal
affairs are to be stated in the Corporation's by-laws as the same may be
amended from time to time. Election of the Corporation's directors are not
required to be made by written ballot unless the Corporation's by-laws
otherwise provide.

      SEVENTH: In addition to the rights, powers, privileges and discretionary
authority expressly conferred by statute upon the Corporation's board of
directors, it is hereby authorized and empowered to adopt, amend or repeal the
Corporation's by-laws.

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      EIGHTH: The Corporation shall indemnify each person who may be
indemnified (the "Indemnities") pursuant to Section 145 of the General
Corporation Law of the State of Delaware (or any successor provision thereto)
to the full extent permitted thereby. In each and every situation where the
Corporation may do so under such section, the Corporation hereby obligates
itself to so indemnify the Indemnitees, and in each case, if any, where the
Corporation must make certain investigations on a case-by-case basis prior to
indemnification, the Corporation shall pursue such investigations diligently,
it being the specific intention of this Article EIGHTH to obligate the
Corporation to indemnify each person whom it may indemnify to the fullest
extent permitted by law at any time and from time to time. To the extent not
prohibited by Section 145 of the General Corporation Law of the State of
Delaware (or any other provision thereof), the Indemnitees shall not be liable
to the Corporation except for their own individual willful misconduct or
actions taken in bad faith.

      NINTH: Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
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 the Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for the 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 the 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 or class of stockholders of the 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 the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as 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 the Corporation, as the case may be,
and also on the Corporation.

      TENTH: A director of the Corporation shall not be personally liable to
the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, 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) under Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law
hereafter is amended to further eliminate or limit the liability of a director
of a corporation, then a director of the Corporation, in addition to the
circumstances in which a director is not personally liable as set forth in the
preceding sentence, shall not be liable to the fullest extent permitted by the
Delaware General Corporation Law as so amended. Any repeal or modification of
the foregoing provisions of this Article TENTH by the stockholders of the
Corporation shall not adversely affect any right or protection of a director
of the Corporation existing at the time of such repeal or modification.

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      IN WITNESS WHEREOF, The Cosmetic Center, Inc. has caused this Restated
Certificate of Incorporation to be signed by its Vice President and Assistant
Secretary, this 25th day of June, 1997.


/s/ Robert K. Kretzman                    /s/ Annamarie DellaFave
-----------------------------------       ---------------------------------
Robert K. Kretzman                              Annamarie DellaFave
Vice President and Secretary                    Assistant Secretary


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