EXHIBIT 3.1
                                                                     -----------


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                              WEINER'S STORES, INC.

         WEINER'S STORES, INC., a corporation duly incorporated by the filing of
its original Certificate of Incorporation (the "Original Certificate of
Incorporation") with the Secretary of State of the State of Delaware on December
23, 1991 (the "Company"), desiring to amend and restate said Original
Certificate of Incorporation, as heretofore amended, such restated Certificate
of Incorporation having been duly adopted in accordance with Section 245 of the
General Corporation Law of the State of Delaware, hereby certifies as follows:

         1. Said Certificate of Incorporation is hereby amended and restated to
read in its entirety as follows:

         FIRST: The name of the corporation is "WEINER'S STORES, INC." (the
"Company").

         SECOND: The address of the registered office of the Company in the
State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle, Delaware 19801. The registered agent
for the Company at such address is The Corporation Trust Company.

         THIRD: The nature of business and purpose of the Company is to engage
in any lawful act or activity for which corporations may be organized under the
Delaware General Corporation Law, as amended (the "DGCL").

         FOURTH: The total number of shares of all classes of capital stock
which the Company shall have authority to issue is 30,000,000 shares of Common
Stock, par value $0.01 per share (the "Common Stock").

         Except as otherwise provided by law, the shares of capital stock of the
Company, regardless of class, may be issued by the Company from time to time in
such amounts, for such lawful consideration and for such corporate purpose(s) as
the Board of Directors may from time to time determine. Subject to the
provisions of applicable law or of the Company's By-Laws with respect to the
closing of the transfer books or the fixing of a record date for the
determination of stockholders entitled to vote, and except as otherwise provided
by law, the holders of outstanding shares of capital stock of the Company shall
exclusively possess the voting power for the election of directors of the
Company and for all other purposes as prescribed by applicable law, with each
holder of record of shares of Common Stock having voting power being entitled to
one vote for each share of Common Stock registered in his or its name on the
books, registers and/or accounts of the Company.

         FIFTH: A director of the Company shall not be personally liable either
to the Company or to any stockholder for monetary damages for breach of
fiduciary duty as a director, except (i) for any breach of the director's duty
of loyalty to the Company or its stockholders, or (ii) for acts or omissions
which are not taken or omitted to be taken in good faith or which involve
intentional misconduct or knowing violation of the law, or (iii) for any matter


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in respect of which such director would be liable under Section 174 of the DGCL
or any amendment or successor provision thereto, or (iv) for any transaction
from which the director shall have derived an improper personal benefit. Neither
the amendment nor the repeal of this paragraph FIFTH nor the adoption of any
provision of this Restated Certificate of Incorporation inconsistent with this
paragraph FIFTH shall eliminate or reduce the effect of this paragraph FIFTH in
respect of any matter occurring, or any cause of action, suit or claim that, but
for this paragraph FIFTH, would accrue or arise prior to such amendment, repeal
or adoption of an inconsistent provision.

         The Company shall indemnify 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 or an officer of the Company at
any time after the Effective Time 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 to the fullest extent
and in the manner set forth in and permitted by the DGCL, and any other
applicable law, as from time to time in effect. Such right of indemnification
shall not be deemed exclusive of any other rights to which such director or
officer may be entitled apart from the foregoing provisions. The foregoing
provisions shall be deemed to be a contract between the Company and each
director and officer who serves in such capacity at any time while this
paragraph FIFTH and the relevant provisions of the DGCL and other applicable
law, if any, are in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore brought or threatened based in whole or in part upon
any such state of facts.

         The Company may indemnify any person who was 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 an employee or agent of the Company after the Effective Time,
or is or was serving at the request of the Company, as a director, officer,
employee or agent after the Effective Time of 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 to the extent
and in the manner set forth in and permitted by the DGCL, and any other
applicable law, as from time to time in effect. Such right of indemnification
shall not be deemed exclusive of any other rights to which any such person may
be entitled apart from the foregoing provisions.

         SIXTH: Notwithstanding Section 228(a) of the DGCL, the stockholders of
the Company shall be prohibited from taking any action by means of a written
consent in lieu of a meeting.

         SEVENTH: The number of directors constituting the entire Board of
Directors shall be no fewer than five (5) and no more than nine (9), as may be
fixed from time to time, subject to paragraph EIGHTH hereof, by action of a
majority of the entire Board of Directors. Election of directors need not be by
written ballot.

         EIGHTH: Notwithstanding any other provision of this Restated
Certificate of Incorporation or any provision of law which might otherwise
permit a lesser vote or no vote, the affirmative vote of the holders of at least
two-thirds (2/3) of the outstanding shares of Common Stock shall be required to



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(i) remove any director(s) from the Board of Directors or increase the number of
directors constituting the entire Board of Directors, or (ii) amend this
Restated Certificate of Incorporation (except as set forth in the paragraph
NINTH hereof) or the Company's By-Laws, or (iii) approve any merger or other
business combination, share exchange, or the sale, lease or exchange of all or
substantially all of the Company's assets and property (other than in the usual
and regular course of business) or a reclassification of securities or
recapitalization of the Company, or (iv) change the state of incorporation of
the Company.

         NINTH: Notwithstanding any other provision contained herein, the
Company, as a Debtor (as defined in the Plan referred to below) under the Plan
of Reorganization Under Chapter 11 of the Bankruptcy Code for the Company (the
"Plan") shall not issue nonvoting equity securities in connection with the Plan
and shall comply, to the extent applicable, with Section 1123(a)(6) of the
Bankruptcy Code of 1978, as amended. This paragraph NINTH shall not be amended
or repealed prior to 180 days after the Effective Time; provided that after the
expiration of such 180-day period, this paragraph NINTH may be amended or
repealed by the affirmative vote of a majority of the outstanding stock entitled
to vote thereon in accordance with Section 242 of the DGCL.

                                     * * * *

         2. This Restated Certificate of Incorporation amends and restates the
Original Certificate of Incorporation, as heretofore amended, of the Company and
has been duly adopted in accordance with Sections 242 and 245 of the General
Corporation Law of the State of Delaware, as amended.

         3. The "Effective Time" was 12:00 noon, Delaware time, on August 26,
1997.





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         IN WITNESS WHEREOF, Weiner's Stores, Inc. has caused its corporate seal
to be hereunto affixed and this certificate to be signed by Raymond J. Miller,
its Chief Executive Officer, and attested to by Michael S. Marcus, its Vice
President, Chief Financial Officer, Treasurer and Secretary, on this 4th day of
June 2001.

                                    WEINER'S STORES, INC.





                                    By:    /s/ Raymond J. Miller
                                           ------------------------------------
                                           Raymond J. Miller
                                           Chief Executive Officer

Attest:


/s/ Michael S. Marcus
---------------------------------------------
Michael S. Marcus
Vice President, Chief Financial
Officer, Treasurer and Secretary








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