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                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                               HOME HOLDINGS INC.


         FIRST:  The name of the Corporation is Home Holdings Inc. (hereinafter
the "Corporation").

         SECOND: The address of the registered office of the Corporation in the
State of Delaware is 1209 Orange Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at that address is The Corporation
Trust Company.

         THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the
"GCL").

         FOURTH: A. The total number of shares of stock which the Corporation
shall have authority to issue is (1) 40,000,000 shares of Series A Common Stock,
each having a par value of One Cent ($.01) (the "Series A Common Stock"); (2)
15,000,000 shares of Series B convertible stock, par value One Cent ($.01) per
share (the "Series B Convertible Stock", and together with the Series A Common
Stock, the "Common Stock"); and (3) 300 shares of preferred stock, par value One
Cent ($.01) per share (the "Preferred Stock"), to be issued in one or more
classes or in one or more series within such class, which classes or series may
have such voting powers, full or limited, or no voting powers, and such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, including,
without limiting the generality of the foregoing, such provisions as may be
desired concerning voting, redemption, dividends, dissolution or distribution of
assets, conversion or exchange, and such other subjects or matters as may be
established or amended by the Board of Directors and stated in a resolution or
resolutions
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adopted from time to time, and without any stockholder action or approval
thereof required, providing for the issue of such shares of Preferred Stock.

                  B. The rights of the holders of the Series A Common Stock and
Series B Convertible Stock shall be as follows:

                           (1)  Except as otherwise provided in this Amended and
Restated Certificate of Incorporation, all shares of Series A Common Stock and
Series B Convertible Stock shall be identical and shall entitle the holders
thereof to the same rights and privileges;

                           (2) Each holder of shares of Series A Common Stock
shall be entitled to one vote for each share of Series A Common Stock on all
matters. Except as otherwise required by law or provided in this Amended and
Restated Certificate of Incorporation, the holders of shares of Series B
Convertible Stock shall have no vote on any matter;

                           (3) Subject to the rights of the holders of Preferred
Stock or any other class or series of stock having a preference as to dividends
over the Series A Common Stock and the Series B Convertible Stock then
outstanding, the holders of Series A Common Stock and Series B Convertible Stock
shall be entitled to receive, to the extent permitted by law, and to share
equally and ratably, share for share, such dividends as may be declared from
time to time by the Board of Directors, whether payable in cash, property or
securities of the Corporation; provided, however, that if the dividends that are
declared are payable in shares of Series A Common Stock or Series B Convertible
Stock, such dividends shall be declared at the same rate on each class of stock,
and the dividends payable to holders of Series A Common Stock shall be paid in
shares of Series A Common Stock and the dividends payable to holders of Series B
Convertible Stock shall be paid in Series B Convertible Stock;

                           (4) In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or other winding up of the
Corporation, after distribution in full of preferential amounts, if any, to be
distributed to the holders of shares of Preferred Stock or any other class or
series of stock having a preference as to liquidating distributions over the
Series A Common Stock and the Series B Convertible Stock, the holders of the
Series A Common Stock and the Series B Convertible Stock shall be entitled to
share equally and ratably, share for share, in all of the remaining assets of
the Corporation of whatever kind available for distribution to stockholders. A
consolidation or merger of the



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Corporation with and into any other corporation or corporations shall not be
deemed to be a liquidation, dissolution or winding-up of the Corporation as
those terms are used in this section;

                           (5) (a) Each record holder of Series B Convertible
Stock is entitled at any time to convert any or all of the shares of such
holder's Series B Convertible Stock into an equal number of shares of Series A
Common Stock; provided, however, that no holder of Series B Convertible Stock is
entitled to convert any share or shares of Series B Convertible Stock to the
extent that, as a result of such conversion, such holder or its Affiliates (as
defined in the Securityholders' Agreement, dated as of June 12, 1995, by and
among the Corporation and several of its securityholders) would directly or
indirectly own, control or have power to vote or dispose of a greater quantity
of securities of any kind issued by the Corporation than such holder and its
Affiliates are permitted to own, control or have power to vote or dispose of
under any law or under any regulation, order, rule or other requirement of any
governmental authority at any time applicable to such holder and its Affiliates.

                           (b) Each conversion of shares of Series B Convert-
ible Stock, as herein described, shall be effected by the surrender of the
certificate or certificates representing the shares to be converted at the
principal office of the Corporation at any time during normal business hours,
upon 30 days' prior written notice by the holder of such shares to be converted
stating that such holder desires to convert the shares, or a stated number of
the shares, represented by such certificate or certificates into Series A Common
Stock, that upon such conversion such holder and its Affiliates shall not
directly or indirectly own, control or have the power to vote or dispose of a
greater quantity of securities of any kind issued by the Corporation than such
holder and its Affiliates are permitted to own, control or have the power to
vote or dispose of under any law or under any regulation, order, rule or other
requirement of any governmental authority at any time applicable to such holder
and its Affiliates. Such conversion shall be deemed to have been effected as of
the close of business on the date on which such certificate or certificates have
been surrendered, and at such time the rights of the holder of the converted
stock as such holder shall cease and the person or persons in whose name or
names the certificate or certificates for shares of Series A Common Stock are to
be issued upon such conversion shall be deemed to have become the holder or
holders of record of the shares of Series A Common Stock as are to be
represented thereby.



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                                    (c) Promptly after such surrender referred
to above the Corporation shall issue and deliver, in accordance with the
surrendering holder's instructions, (i) the certificate or certificates for the
Series A Common Stock issuable upon such conversion and (ii) a certificate
representing any Series B Convertible Stock which was represented by the
certificate or certificates delivered to the Corporation in connection with such
conversion but which was not converted.

                                    (d) The issuance of certificates for Series
A Common Stock upon conversion of Series B Convertible Stock shall be made
without charge to the holders of such shares for any issuance tax (except stock
transfer taxes) in respect thereof or other cost incurred by the Corporation in
connection with such conversion and related issuance of Series A Common Stock.

                           (6) If the Corporation in any manner subdivides or
combines the outstanding shares of Series A Common Stock or Series B
Convertible Stock, the outstanding shares of the other class of common stock
shall be proportionately subdivided or combined.

                           (7) The Corporation shall not close its books against
the transfer of any shares of Series A Common Stock issued or issuable upon
conversion of Series B Convertible Stock in any manner that would interfere with
the timely conversion of such Series B Convertible Stock.

         FIFTH: The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

                  A. The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors.

                  B. The directors shall have concurrent power with the
stockholders to adopt, amend, or repeal the By-Laws of the Corporation.

                  C. The number of directors of the Corporation shall be as from
time to time fixed by, or in the manner provided in, the By-Laws of the
Corporation. Election of directors need not be by written ballot unless the
By-Laws so provide.



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                  D. In addition to the powers and authority hereinbefore or by
statute expressly conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as may be exercised or
done by the Corporation, subject, nevertheless, to the provisions of the GCL,
this Amended and Restated Certificate of Incorporation, and any By-Laws adopted
by the stockholders; provided, however, that no By-Laws hereafter adopted by the
stockholders shall invalidate any prior act of the directors which would have
been valid if such By-Laws had not been adopted.

         SIXTH: A. The Corporation shall indemnify to the fullest extent permit-
ted under and in accordance with the laws of the State of Delaware any person
who was or is 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 he 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, trustee, employee or
agent of or in any other capacity with another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

                  B. The Corporation shall indemnify to the fullest extent
permitted under and in accordance with the laws of the State of Delaware any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he 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 expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Corporation
unless and only to the extent that the Court of Chancery of the State of
Delaware or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in


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view of all of the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

                  C. Expenses including attorneys' fees incurred in defending
any civil, criminal, administrative or investigative action, suit or proceeding
shall (in the case of any such action, suit or proceeding against a director or
an officer of the Corporation) or may (in the case of any such action, suit or
proceeding against a trustee, employee or agent of the Corporation) be paid by
the Corporation in advance of the final disposition of such action, suit or
proceeding as authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the indemnified person to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article SIXTH.

                  D. The indemnification and other rights set forth in this
Article SIXTH shall not be deemed exclusive of any provisions with respect
thereto in the By-Laws or any other contract or agreement between the
Corporation and any officer, director, employee or agent of the Corporation.

                  E. Neither the amendment nor repeal of Sections A, B, C or D
of this Article SIXTH nor the adoption of any provision of this Amended and
Restated Certificate of Incorporation inconsistent with Sections A, B, C or D of
Article SIXTH shall eliminate or reduce the effect of Sections A, B, C and D of
this Article SIXTH in respect of any matter occurring prior to such amendment,
repeal or adoption of an inconsistent provision or in respect of any cause of
action, suit or claim relating to any such matter which would have given rise to
a right of indemnification or right to receive expenses pursuant to Sections A,
B, C or D of this Article SIXTH if such provision had not been so amended or
repealed or if a provision inconsistent therewith had not been so adopted.

                  F. No director shall be personally liable to the Corporation
or any stockholder for monetary damages for breach of fiduciary duty as a
director, except for any matter in respect of which such director (1) shall be
liable under Section 174 of the GCL or any amendment thereto or successor
provision thereto, or (2) shall be liable by reason that, in addition to any and
all other requirements for liability, he:

                  (a) shall have breached his duty of loyalty to the Corporation
         or its stockholders;



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                  (b) shall not have acted in good faith or, in failing to act,
         shall not have acted in good faith;

                  (c) shall have acted in a manner involving intentional
         misconduct or a knowing violation of law or, in failing to act, shall
         have acted in a manner involving intentional misconduct or a knowing
         violation of law; or

                  (d)  shall have derived an improper personal benefit.

                  If the GCL is amended after the effective date of this Amended
and Restated Certificate of Incorporation 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 the GCL as so amended.

                  Neither the alteration, amendment or repeal of this Section F
nor the adoption of any provision of this Amended and Restated Certificate of
Incorporation inconsistent with this Section F shall eliminate or reduce the
effect of this Section F in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Section F, would accrue or arise, prior
to such alteration, amendment, repeal or adoption.

         SEVENTH: Meetings of stockholders may be held within or without the
State of Delaware, as the By-Laws may provide. The books of the Corporation may
be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

         EIGHTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Amended and Restated Certificate of
Incorporation, in the manner now or hereafter prescribed by statute, and all
rights conferred upon stockholders herein are granted subject to this
reservation.


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