Exhibit 3.1


                                                     State of Delaware
                                                     Secretary of State
                                                     Division of Corporations
                                                     Filed 09:00 AM   02/07/1997
                                                     971042479 - 2145899




                                PC ETCETERA, INC.

               Certificate  of  Designations  of Preferred  Stock  Authorized by
               Resolution  of the Board of Directors  Providing  for an Issue of
               658,412 Shares of Preferred Stock Designated  "Series C Preferred
               Shares."

     PC Etcetera, Inc. (the "Corporation"), a corporation organized and existing
under the General  Corporation Law of the State of Delaware,  in accordance with
the  provisions  of  Section  151 of  Title  8  thereof  and  Article  IV of the
Corporation's Certificate of Incorporation, DOES HEREBY CERTIFY THAT:

     Pursuant  to  authority  conferred  upon  the  Board  of  Directors  by the
Certificate of Incorporation of the Corporation,  said Board of Directors,  at a
meeting duly held,  adopted a resolution  providing  for the issuance of 658,412
shares  of the  Corporation's  Preferred  Stock,  par  value  $.001  per  share,
designated "Series C Preferred Shares, which resolution is as follows:

     RESOLVED,  that, pursuant to the authority vested in the Board of Directors
of the Corporation by the Certificate of  Incorporation,  the Board of Directors
does  hereby  provide  for and  authorize  the  issuance  of  658,412  shares of
Preferred Stock, par value $.001 per share, of the Corporation, to be designated
"Series C Preferred  Shares" of the presently  authorized but unissued shares of
Preferred Stock.  The voting powers,  designations,  preferences,  and relative,
participating, optional or other special rights of the Series C Preferred Shares
authorized  hereunder and the  qualifications,  limitations and  restrictions of
such preferences and rights are as follows:

     (i) Dividends.  The holders of Series C Preferred  Shares,  on a pari passu
basis with the holders of the Corporation's Common Shares (based upon the number
of Common  Shares  into which the Series C  Preferred  Shares are  convertible),
shall be entitled to receive  such  dividends as may be declared by the Board of
Directors. Declared but unpaid dividends shall not bear interest.

     (ii) Voting Rights.  The holders of the Series C Preferred  Shares shall be
entitled to vote on all matters required to be or otherwise  submitted to a vote
of holders  of the  Corporation's  Common  Shares.  The  holders of the Series C
Preferred Shares shall vote together with the holders



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of the  Corporation's  Common shares as a single class. In such matters on which
the holders of the Series C Preferred Shares are entitled to vote, each Series C
Preferred  Share  shall be  entitled to ten (10) votes for every one (1) vote to
which each Common Share of the Corporation is entitled.

     (iii) Conversion.

     (A) Conversion Right.  Subject to the authorization of shareholders holding
a  sufficient  number  of  the  Corporation's   Common  Shares  to  permit  such
conversion, each Series C Preferred Share shall be convertible, at the option of
the holder  thereof,  at the  office of the  Corporation,  into ten (10)  Common
Shares of the Corporation.

     (B)  Procedure.  Before any holder of Series C  Preferred  Shares  shall be
entitled  to  receive  Common  Shares  upon  conversion,  the  holder  shall (I)
surrender the certificate(s)  therefor,  duly endorsed, at the principal offices
of the Corporation and (II) shall give written notice to the Corporation at such
offices that the holder  elects to convert the same into Common Shares and shall
further state therein the number of Series C Preferred  Shares being  converted.
Subject to the provision  hereof,  effective upon the receipt of the Corporation
of the  certificate(s)  pursuant  to and in  accordance  with (I)  above and the
written  notice  pursuant to and in accordance  with (II) above (the  "Effective
Conversion  Date"),  the holder  shall  thereupon  be deemed to be the holder of
record of the Common Shares issuable upon conversion,  notwithstanding  that the
stock  transfer  books  of the  Corporation  shall  then be  closed  or that the
certificate(s)  representing such Common Shares shall not be actually  delivered
to the  holder.  Subject  to  the  provisions  hereof,  promptly  following  the
Effective  Conversion  Date, the  Corporation  shall cause its transfer agent to
issue and deliver to such holder of Series C Preferred  Shares a certificate for
the number of Common Shares to which the holder shall be entitled.

     (C)  Fractional  Shares.  No fractional  Common Shares shall be issued upon
conversion of Series C Preferred  Shares.  In lieu of any  fractional  shares to
which the holder  would  otherwise be entitled,  the  Corporation  shall pay, in
cash,  an amount equal to the product of (i) such fraction of a share times (ii)
the market price of one Common Share on the Effective  Conversion  Date. As used
herein,  the term  "market  price"  shall  mean the  closing  price  or,  if not
available,  the mean of the closing bid and asked prices,  or, if not available,
the mean of the highest bid and lowest  asked  prices,  of the Common  Shares as
quoted on a national securities exchange,  or in the over-the-counter  market as
reported  by NASDAQ or, if not  available,  by the  National  Quotation  Bureau,
Incorporated,  as the case may be,  or, if there is no  selling  or bid or asked
price in a  particular  day,  then  the  closing  selling  price,  or,  if not a
available,  the mean of the closing bid and asked prices,  or, if not available,
the mean of the highest bid and lowest asked prices on the nearest  trading date
before  that day and for which  such  prices  are  available,  and if the Common
Shares  are not  listed  on such an  exchange  or  trade in such  market  on the
Effective  Conversion  Date,  then the market price shall be  determined  by the
Board of Directors by taking into consideration all relevant factors, including,
but not limited to, the Corporation's net worth,  prospective  earning power and
dividend paying capacity.



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     (D)  Reservation  of  Shares  Issuable  Upon  Conversion.  Subject  to  the
authorization of shareholders  holding a sufficient  number of the Corporation's
Common Shares to permit such reservation of shares, the Corporation shall at all
times  reserve and keep  available  out of its  authorized  but unissued  Common
Shares,  solely for the  purpose of  effecting  the  conversion  of the Series C
Preferred Shares, such number of its Common Shares as shall from time to time be
sufficient  to effect  the  conversion  of all  outstanding  Series C  Preferred
Shares;  provided,  however,  that nothing  contained  herein shall preclude the
Corporation  from satisfying its obligations in respect of the conversion of the
Series C Preferred  Shares by delivery  of Common  Shares  which are held in the
treasury of the Corporation.

     (E) Lost,  Stolen or Destroyed  Certificates.  In the event that the holder
notifies the Corporation that the certificate(s) representing Series C Preferred
Shares have been lost,  stolen or destroyed and either (i) provides a letter, in
form satisfactory to the Corporation,  to the effect that the will indemnify the
Corporation  from any loss incurred by it in connection  therewith,  and/or (ii)
provides  an  indemnity  bond in such  amount as is  reasonably  required by the
Corporation, the Corporation having the option of electing either (i) or (ii) or
both, the  Corporation  may, in its sole  discretion,  accept such letter and/or
indemnity  bonds in lieu of the surrender of the  certificate(s)  as required by
subsections (iii) and (iv) hereof.

     (F) Statutory Restrictions.  The foregoing provisions for conversion of the
Series  C  Preferred  Shares  shall  be  subject  to  all  applicable  statutory
limitations and restrictions.

     (iv)  Liquidation  Preferences.  Subject  to  the  liquidation  rights  and
preferences of the Series A Preferred  Shares of the  Corporation  and any other
stock of the Corporation ranking in liquidation senior to the Series C Preferred
Shares, in the event of any voluntary or involuntary liquidation, dissolution or
winding up or the Corporation,  the holders of Series C Preferred Shares will be
entitled to receive,  prior and in preference to any  distribution of the assets
or surplus  funds of the  Corporation  to the  holders  of any Common  Shares by
reason of the ownership  thereof,  an amount equal to the fixed sum of one tenth
of one cent ($.001) per share and no more (the "Preferential  Amount"). If, upon
the occurrence of such event, the assets and funds thus distributable  among the
holders of Series C Preferred Shares shall be insufficient to permit the payment
to such holders of the full Preferential  Amount, then, the entire assets of the
funds of the Corporation  legally  available for  distribution to the holders of
the Series C Preferred Shares shall be distributed ratably among such holders in
accordance with the respective  amounts which would be payable on such shares if
all  amounts  payable  thereon  were paid in full.  After the payment or setting
apart of the full  Preferential  Amount  required  to be paid to the  holders of
Series C Preferred  shares,  the holders of Common  Shares or any other stock of
the Corporation  ranking in liquidation  junior to the Series C Preferred Shares
shall be entitled to receive  ratably all  remaining  assets or surplus funds of
the Corporation. Neither the merger or consolidation of the Corporation, nor the
sale, lease or conveyance of all or part of its assets,  shall be deemed to be a
liquidation, dissolution or winding up of the affairs of the Corporation, either
voluntarily or involuntarily, within the meaning of this section.



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     (v) Sinking  Fund.  The Series C Preferred  Shares shall not be entitled to
the benefit of any sinking fund to be applied to their purchase or redemption.

     IN WITNESS  WHEREOF,  PC ETCETERA,  INC. has caused this  certificate to be
executed by its President and attested by its Secretary this 7th day of February
1997.

                                            PC ETCETERA, INC.


                                            By: /s/Terry Steinberg
                                                ------------------             
                                                Terry Steinberg
                                                President
ATTEST:

/s/Joseph Sabrin
----------------
Joseph Sabrin,
Secretary