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                                                                     Exhibit 3.1

                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                                 PMR CORPORATION



         PMR CORPORATION, a corporation organized and existing under the laws of
the state of Delaware, hereby certifies as follows:

         1. The name of the corporation is PMR Corporation (the "Corporation").

         2. The date of the filing of the Corporation's original Certificate of
Incorporation with the Secretary of State of Delaware was January 8, 1988 under
the name Zaron Capital, Inc.

         3. The Certificate of Incorporation of this Corporation is hereby
amended and restated to read as follows:

                                   ARTICLE I.

         The name of this Corporation is PMR CORPORATION.

                                  ARTICLE II.

         The address, including street, number, city, and county, of the
registered office of the Corporation in the State of Delaware is 1209 Orange
Street, Wilmington, New Castle County, Delaware 19801.

                                  ARTICLE III.

         The name of the registered agent in Delaware at such address is The
Corporation Trust Company.

                                  ARTICLE IV.

         The purposes of the Corporation are to engage in any lawful act or
activity for which corporations may be organized under the Delaware General
Corporation Law.


                                       1.

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                                   ARTICLE V.

A. This Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares of stock which the Corporation is authorized to issue is twenty
million (20,000,000) shares, of which nineteen million (19,000,000) shares shall
be Common Stock, each having a par value of one cent ($.01) per share and one
million (1,000,000) shares shall be Preferred Stock, each having a par value of
one cent ($.01) per share.

B. The Preferred Stock may be issued from time to time in one or more series.
The Board of Directors is hereby authorized, by filing a certificate (a
"Preferred Stock Designation") pursuant to the Delaware General Corporation Law,
to fix or alter from time to time the designation, powers, preferences and
rights of the shares of each such series and the qualifications, limitations or
restrictions of any wholly unissued series of Preferred Stock, and to establish
from time to time the number of shares constituting any such series or any of
them; and to increase or decrease the number of shares of any series subsequent
to the issuance of shares of that series, but not below the number of shares of
such series then outstanding. In case the number of shares of any series shall
be decreased in accordance with the foregoing sentence, the shares constituting
such decrease shall resume the status that they had prior to the adoption of the
resolution originally fixing the number of shares of such series. 

                                  ARTICLE VI.

         All of the powers of this Corporation, insofar as the same may be
lawfully vested by this Certificate of Incorporation in the Board of Directors
are hereby conferred upon the Board of Directors of this Corporation. In
furtherance and not in limitation of that power, the Board of Directors shall
have the power to make, adopt, alter, amend and repeal from time to time Bylaws
of this Corporation, subject to the right of stockholders entitled to vote with
respect thereto to adopt, alter, amend and repeal Bylaws by the Board of
Directors; provided, however, that Bylaws shall not be adopted, altered, amended
or repealed by the stockholders of the Corporation except by the affirmative
vote of the holders of two-thirds of the combined voting power of the then
outstanding shares of stock entitled to vote on any proposed amendment to the
Bylaws.

                                  ARTICLE VII.

         A. No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director, except (i) for 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) pursuant to Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the Delaware General Corporation Law is amended after 

                                       2.


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approval by the stockholders of this Article VII to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director shall be eliminated or limited to the fullest extend
permitted by Delaware General Corporation Law, as so amended.

         B. Any repeal or modification of this Article VII shall be prospective
and shall not affect the rights under this Article VII in effect at the time of
the alleged occurrence of any act or omission to act giving rise to liability or
indemnification. 

                                 ARTICLE VIII.

         The Corporation may indemnify any person who is or was 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, by
reason of the fact that the person 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 and all expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement or
incurred in connection with the investigation, preparation to defend or defense
of such action, suit, proceeding or claim, to the fullest extent permitted by
the Delaware General Corporation Law, as amended from time to time. The
Corporation may purchase and maintain insurance, at its expense, to protect
itself and any director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise,
against any such expense, liability or loss, to the fullest extent permitted by
the Delaware General Corporation Law.

                                  ARTICLE IX.

         Amendments to the Certificate of Incorporation of the Corporation shall
require the affirmative vote of the holders of two-thirds of the combined voting
power of the then outstanding shares of stock entitled to vote on any proposed
amendment to the Certificate of Incorporation. Notwithstanding the foregoing, in
the event that a resolution to amend the Certificate of Incorporation of the
Corporation is adopted by the affirmative vote of at least eighty percent (80%)
of the Board of Directors, approval of the amendment shall only require the
affirmative vote of the holders of a majority of the combined voting power of
the then outstanding shares of stock entitled to vote generally on such
amendment, voting together as a single class.

                                   ARTICLE X.

         A. Except as otherwise fixed by or pursuant to provisions hereof
relating to the rights of the holders of any class or series of stock having a
preference over common stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, the number of Directors of
the Corporation shall be fixed from time to 

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time by affirmative vote of a majority of the Directors then in office. The
Directors, other than those who may be elected by the holders of any classes or
series of stock having a preference over the common stock as to dividends or
upon liquidation, shall be classified, with respect to the time for which they
severally hold office, into three classes, as nearly equal in number as
possible, as shall be provided in the manner specified in the Bylaws of the
Corporation, one class to be originally elected for a term expiring at the
annual meeting of stockholders to be held in 1997, another class to be
originally elected for a term expiring at the annual meeting of stockholders to
be held in 1998, and another class to be originally elected for a term expiring
at the annual meeting of stockholders to be held in 1999, with each class to
hold office until its successor is elected and qualified. At each annual meeting
of the stockholders of the Corporation after 1996, the successors of the class
of Directors whose term expires at that 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. Election of directors need not be by
written ballot unless so provided in the Bylaws of the Corporation.

         B. Except as otherwise fixed by or pursuant to provisions hereof
relating to the rights of the holders of any class or series of stock having a
preference over common stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, newly created directorships
resulting from any increase in the number of directors and any vacancies on the
Board of Directors resulting from death, resignation, disqualification, removal
or other cause shall be filled by the affirmative vote of a majority of the
remaining Directors then in office, even though less than a quorum of the Board
of Directors. Any Director elected in accordance with the preceding sentence
shall hold office for the remainder of the full term of the class of Directors
in which the new directorship was created or the vacancy occurred and until such
Director's successor shall have been elected and qualified. No decrease in the
number of Directors constituting the Board of Directors shall shorten the term
of any incumbent director. 

         C. Except as otherwise fixed by or pursuant to provisions hereof
relating to the rights of the holders of any class or series of stock having a
preference over common stock as to dividends or upon liquidation to elect
additional Directors under specified circumstances, any Director may be removed
from office only for cause and only by the affirmative vote of the holders of
two-thirds of the combined voting power of the then outstanding shares of stock
entitled to vote generally in the election of Directors, voting together as a
single class. 

         D. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the consent of the Board of Directors shall be
required to alter, amend, or adopt any provisions inconsistent with or repeal
this Article X.

                                      * * *


                                       4.

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                  4. This Amended and Restated Certificate of Incorporation has
been duly adopted by the Board of Directors of this Corporation.

                  5. This Amended and Restated Certificate of Incorporation has
been duly adopted in accordance with the provisions of Sections 228, 242 and 245
of the Delaware General Corporation Law by the board of directors and the
stockholders of the Corporation. The total number of outstanding shares entitled
to vote or act by written consent was 6,925,819 shares of Common Stock. A
majority of the outstanding shares of Common Stock approved this Amended and
Restated Certificate of Incorporation by written consent in accordance with
Section 228 of the Delaware General Corporation Law and written notice of such
was given by the Corporation in accordance with said Section 228.


                                       5.
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         IN WITNESS WHEREOF, said PMR Corporation has caused this Certificate to
be signed by its Chief Executive Officer, Allen Tepper, and attested to by its
Secretary, Susan D. Erskine, this 6th day of March, 1998.


                                               /s/ Allen Tepper
                                               --------------------------------
                                               Allen Tepper
                                               Chief Executive Officer

Attest:



/s/ Susan Erskine
--------------------------
Susan D. Erskine
Secretary




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