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                                                                     EXHIBIT 3.1

                           SECOND AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                            LITTLE SWITZERLAND, INC.

     Little Switzerland, Inc., a corporation organized and existing under the
laws of the State of Delaware, hereby certifies as follows:

     1.   The name of the corporation (the "Corporation") is Little Switzerland,
Inc. The Corporation was originally incorporated under the same name, and the
date of the filing of its original Certificate of Incorporation with the
Secretary of State of the State of Delaware was May 23, 1991. The date of the
filing of its Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware was July 15, 1991.

     2.   This Second Amended and Restated Certificate of Incorporation amends,
integrates and restates in its entirety the provisions of the Amended and
Restated Certificate of Incorporation, and was duly adopted in accordance with
the applicable provisions of Sections 242 and 245 of the General Corporation Law
of the State of Delaware (the "DGCL").

     3.   The text of the Amended and Restated Certificate of Incorporation is
hereby further amended and restated to read as herein set forth in full.

     FIRST:   The name of the Corporation is Little Switzerland, Inc.

     SECOND:  The registered office of the Corporation is to be located at 2711
Centerville Road, Suite 400, Wilmington, Delaware, 19808, New Castle County. The
name of its registered agent at that address is Corporation Service Company.

     THIRD:   The purpose of the corporation is to engage in any lawful act or
activity for which corporations may be organized under the DGCL.

     FOURTH:  The total number of shares of capital stock which the Corporation
shall have the authority to issue is thirty million (30,000,000) shares, of
which (a) twenty-five million (25,000,000) shares shall be common stock, par
value $0.01 per share (the "common stock"), and (b) five million (5,000,000)
shares shall be preferred stock, par value $0.01 per share (the "preferred
stock"). The shares of preferred stock may be issued from time to time in one or
more series. The Board of Directors of the Corporation (the "Board of
Directors") is expressly authorized to provide for the issuance of all or any of
the shares of the preferred stock in one or more series, and to fix the number
of shares and to determine or alter for each such series, such voting powers,
full or limited, or no voting powers, and such designations, preferences, and
relative, participating, optional, or other rights and such qualifications,

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limitations, or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such shares and as may be permitted by the DGCL.

     FIFTH:   A director of the Corporation shall, to the full extent permitted
by the DGCL as it now exists or as it may hereafter be amended, not be liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director. Neither any amendment nor repeal of this Article FIFTH, nor
the adoption of any provision of this Second Amended and Restated Certificate of
Incorporation inconsistent with this Article FIFTH, shall eliminate or reduce
the effect of this Article FIFTH in respect of any matter occurring, or any
cause of action, suit or claim that, but for this Article FIFTH, would accrue or
arise, prior to such amendment, repeal or adoption of an inconsistent provision.

     SIXTH:   The Corporation shall, to the fullest extent permitted by the
provisions of Section 145 of the DGCL, as the same may be amended and
supplemented, indemnify any and all persons whom it shall have power to
indemnify under such section from and against any and all of the expenses,
liabilities or other matters referred to in or covered by such section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any By-Law, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in their official capacity and as to action in another capacity while holding
such office, and shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such person.

     SEVENTH: The election of directors of the Corporation need not be by
written ballot unless the By-Laws of the Corporation shall so provide.

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     IN WITNESS WHEREOF, the undersigned, being the President of Little
Switzerland, Inc., does hereby execute this Second Amended and Restated
Certificate of Incorporation as of the 15th day of February, 2002.

                                       LITTLE SWITZERLAND, INC.


                                       By:
                                          --------------------------------------
                                          Robert L. Baumgardner
                                          President and Chief Executive Officer


ATTESTED TO:


------------------------
Jack P. Jackson
Secretary