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                                                                     Exhibit 3.1


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                  BIG 5 CORP.
                             A DELAWARE CORPORATION

        (ORIGINALLY INCORPORATED ON OCTOBER 27, 1997 AS NEW BIG 5 CORP.)

      Big 5 Corp., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:

      1.    The name of this corporation is Big 5 Corp. Big 5 Corp. was
            originally incorporated under the name New Big 5 Corp., and the
            original Certificate of Incorporation of this corporation was filed
            with the Secretary of State of Delaware on October 27, 1997.

      2.    A Restated Certificate of Incorporation of this corporation was
            filed with the Secretary of State of Delaware on November 12, 1997.

      3.    The Certificate of Incorporation of this corporation is hereby
            further restated and amended in its entirety as follows:

      FIRST: The name of the corporation is Big 5 Corp.

      SECOND: The address of the corporation's registered office in the State of
Delaware is 30 Old Rudnick Lane, in the City of Dover, County of Kent. The name
of the corporation's registered agent at such address is CorpAmerica, Inc.

      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 Delaware ("Delaware Law").

      FOURTH: The total number of shares of stock which the corporation is
authorized to issue is three thousand (3,000) shares of common stock, having a
par value of one cent ($0.01) per share.

      FIFTH: The business and affairs of the corporation shall be managed by or
under the direction of the board of directors, and the directors need not be
elected by ballot unless required by the bylaws of the corporation.

      SIXTH: 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 to
make, amend and repeal the bylaws.
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      SEVENTH: 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 Delaware Law, or (iv) for any
transaction from which the director derived an improper personal benefit. If
Delaware Law is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by Delaware Law, as so amended. Any repeal or modification of this
provision shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.

      EIGHTH: (A) Right to Indemnification. Each person who was or is made a
party to or is threatened to be made a party to or is involuntarily involved in
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by reason of the
fact that he or she is or was a director or officer of the corporation, or is or
was serving (during his or her tenure as director and/or officer) at the request
of the corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
whether the basis of such Proceeding is an alleged action or inaction in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer, shall be indemnified and held harmless by the
corporation to the fullest extent authorized by Delaware Law (or other
applicable law), as the same exists or may hereafter be amended, against all
expense, liability and loss (including attorneys' fees, judgments, fines, ERISA
excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection with such
Proceeding. Such director or officer shall have the right to be paid by the
corporation for expenses incurred in defending any such Proceeding in advance of
its final disposition; provided, however, that, if Delaware Law (or other
applicable law) requires, the payment of such expenses in advance of the final
disposition of any such Proceeding shall be made only upon receipt by the
corporation of an undertaking by or on behalf of such director or officer to
repay all amounts so advanced if it should be determined ultimately that he or
she is not entitled to be indemnified under this Article EIGHTH or otherwise.

      (B)   Right of Claimant to Bring Suit. If a claim under paragraph (A) of
this Article EIGHTH is not paid in full by the corporation within ninety (90)
days after a written claim has been received by the corporation, the claimant
may at any time thereafter bring suit against the corporation to recover the
unpaid amount of the claim, together with interest thereon, and, if successful
in whole or in part, the claimant shall also be entitled to be paid the expense
of prosecuting such claim, including reasonable attorneys' fees incurred in
connection therewith. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
Proceeding in advance of its final disposition where the required undertaking,
if any is required, has been tendered to the corporation) that the claimant has
not met the standards of conduct which make it permissible under Delaware Law
(or other applicable law) for the corporation to indemnify the claimant for the
amount claimed, but the burden of proving such defense shall be on the


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corporation. Neither the failure of the corporation (or of its full Board of
Directors, its directors who are not parties to the Proceeding with respect to
which indemnification is claimed, its stockholders, or independent legal
counsel) to have made a determination prior to the commencement of such action
that indemnification of the claimant is proper in the circumstances because he
or she has met the applicable standard of conduct set forth in the Delaware Law
(or other applicable law), nor an actual determination by any such person or
persons that such claimant has not met such applicable standard of conduct,
shall be a defense to such action or create a presumption that the claimant has
not met the applicable standard of conduct.

      (C)   Non-Exclusivity of Rights. The rights conferred by this Article
EIGHTH shall not be exclusive of any other right which any director, officer,
representative, employee or other agent may have or hereafter acquire under the
Delaware Law or any other statute, or any provision contained in the
corporation's Certificate of Incorporation or bylaws, or any agreement, or
pursuant to a vote of stockholders or disinterested directors, or otherwise.

      (D)   Insurance and Trust Fund. In furtherance and not in limitation of
the powers conferred by statute:

            1.    The corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is 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 or her and
incurred by him or her in any such capacity, or arising out of his or her status
as such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of law; and

            2.    The corporation may create a trust fund, grant a security
interest and/or use other means (including, without limitation, letters of
credit, surety bonds and/or other similar arrangements), as well as enter into
contracts providing indemnification to the fullest extent permitted by law and
including as part thereof provisions with respect to any or all of the
foregoing, to ensure the payment of such amount as may become necessary to
effect indemnification as provided therein, or elsewhere.

      (E)   Indemnification of Employees and Agents of the Corporation. The
corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, including the right to be paid by
the corporation the expenses incurred in defending any Proceeding in advance of
its final disposition, to any employee or agent of the corporation to the
fullest extent of the provisions of this Article EIGHTH or otherwise with
respect to the indemnification and advancement of expenses of directors and
officers of the corporation.

      (F)   Amendment. This Article EIGHTH is also contained in Article VIII,
Sections 2 through 7, of the corporation's Amended and Restated Bylaws. Any
repeal or modification of this Article EIGHTH shall not change the rights of any
officer or director to indemnification with respect to any action or omission
occurring prior to such repeal or modification.


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      NINTH: The number of directors of the corporation shall be three (3).

      TENTH: The corporation reserves the right to amend and repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner from time to time prescribed by the laws of the State of Delaware and
all rights herein conferred upon stockholders are granted subject to this
reservation.


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      IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation
which restates and integrates and further amends the provisions of the
Certificate of Incorporation of the corporation, and which has been duly adopted
in accordance with Sections 242 and 245 of the General Corporation Law of
Delaware, has been executed by its duly authorized officer this 24th day of
June, 2002.

                                                 BIG 5 CORP.




                                                 By: /s/ Steven G. Miller
                                                     ---------------------------
                                                 Steven G. Miller, President


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