EXHIBIT
3.1





RESTATED  CERTIFICATE
OF INCORPORATION





OF





LAKELAND INDUSTRIES,
INC.


___________________________________





Lakeland
Industries, Inc., a corporation organized and existing under and by virtue of
the General Corporation Law (“DGCL”) of the State of Delaware (the
“Corporation”), filed its original Certificate of Incorporation with the
Secretary of State of Delaware on April 30, 1986 under the name Lakeland
Industries, Inc.  Pursuant to Section 245 of the DGCL, the Corporation
DOES HEREBY CERTIFY:





That the
Board of Directors of the Corporation has duly adopted resolutions setting forth
the Restated Certificate of Incorporation of the Corporation and declaring said
restatement of the Certificate of Incorporation to be advisable.  Said
Restated Certificate of Incorporation only restates and integrates and does not
further amend the provisions of the Corporation’s Certificate of Incorporation
as heretofore amended and supplemented and there is no discrepancy between such
provisions and the provisions of the Restated Certificate of
Incorporation.  The Certificate of Incorporation of the Corporation
shall be Restated to read as follows:





FIRST:                    The
name of the corporation (hereinafter called the “Corporation”) is Lakeland
Industries, Inc.





SECOND:               The
address, including street, number, city and county, of the registered office of
the Corporation in the State of Delaware is 1209 Orange Street, City of
Wilmington, County of New Castle; and the name of the registered agent of the
Corporation at such address is The Corporation Trust Company.





THIRD:                   The
purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of
Delaware.





FOURTH:              (a)  The
total number of shares of stock which the Corporation shall have authority to
issue is 11,500,000 shares, of which 10,000,000 shares shall be Common Stock of
the par value of $.01 per share and 1,500,000 shares shall be Preferred Stock of
the par value of $.01 per share, issuable in series.





(b)  The designations,
preferences, privileges and voting powers of each class of stock of the
Corporation, and the restrictions and qualifications thereof, shall be as
follows:





A.  The Serial Preferred
Stock.  The Board of Directors is vested with authority, to the
extent permitted by the laws of Delaware, to issue the Serial Preferred Stock
from time to time in one or more series, each series to have such relative
rights, preferences and limitations as





shall be
determined by the Board of Directors.  All shares of the Serial
Preferred Stock shall be identical except to the following relative rights and
preferences as to which there may be variations between different
series:





(1)  The number of shares
constituting such series, and the designation thereof to distinguish the shares
of such series from the shares of all other series;





(2)  The rate of dividend,
the time of payment and the dates from which dividends shall be cumulative, and
the extent of participation rights, if any:





(3)  Any right to vote with
holders of shares of any other series or class, the number of votes per share
and any right to vote as a class, either generally or as a condition to
specified corporate action;





(4)  The price at and the
terms and conditions on which shares may be redeemed;





(5)  The amount payable upon
shares in the event of involuntary liquidation;





(6)  The amount payable upon
shares in the event of voluntary liquidation;





(7)  Sinking fund provisions
for the redemption or purchase of shares;





(8)  The terms and
conditions on which shares may be converted, if the shares of any series are
issued with the privilege of conversion.





Prior to the issuance of any shares of
Preferred Stock, the Board of Directors shall have established such series by
adopting a resolution or resolutions setting forth the designation and number of
shares of the series and the voting powers, designations, preferences and
relative, participating, optional, or other rights, if any, of the
qualifications, limitations or restrictions thereof, if any, to the extent
permitted by the provisions hereof, and the Corporation shall have filed, in the
office of the Secretary of State of the State of Delaware, a certificate setting
forth a copy of such resolution or resolutions.





B.  The Common
Stock.  Subject to the preferences, privileges and voting
powers, and the restrictions and qualifications thereof, of the Serial Preferred
Stock, the holders of the common stock shall have and possess all rights
appertaining to capital stock of the Corporation.  Holders of common
stock shall have one vote for each share held.  At each election for
directors, every stockholder entitled to vote at such election shall have the
right to vote, in person or by proxy, the number of shares owned by him for as
many persons as there are directors to be elected, at that time, and for whose
election he has a right to vote.





FIFTH:         
          The directors of the
Corporation shall be classified with respect to the time for which they shall
severally hold office by dividing them into three classes, each class to be as
nearly equal in number as possible, which classes shall be designated as Class
1, Class 2 and


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Class
3.  Subject to the provisions hereof, the number of directors in each
class shall from time to time be designated by the Board of Directors of the
Corporation.  The Class 1 Directors shall be elected initially for a
term of one year, the Class 2 Directors shall be elected initially for a term of
two years; and the Class 3 Directors shall be elected initially for a term of
three years.  At each annual meeting, the successors to the class of
directors whose terms shall expire that year shall be elected to hold office for
a term of three years so that each term of office of one class of directors
shall expire in each year.  Notwithstanding the rule that the three
classes shall be as nearly equal in number of directors as possible, in the
event of any change in the authorized number of directors, each director then
continuing to serve as such shall nevertheless continue as a director of the
class of which he is a member until the expiration of his current term, or his
prior death, resignation or removal.  If any newly created
directorship may, consistent with the rule that the three classes shall be as
nearly equal in number of directors as possible, be allocated to one or two or
more classes, the Board shall allocate it to that of the available classes whose
term of office is due to expire at the earliest date following such
allocation.





SIXTH:                   The
Corporation is to have perpetual existence.





SEVENTH:             Whenever
a compromise or arrangement is proposed between this Corporation and its
creditors or any class of them and/or between this Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
the provisions of section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, to be summoned in such
manner as the said court directs.  If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or the stockholders or class of stockholders of this Corporation, as the
case may be, agree to any compromise or arrangement and to any reorganization of
this Corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this Corporation, as the case may be, and also on this
Corporation.





EIGHTH:                For
the management of the business and for the conduct of the affairs of the
Corporation, and in further definition, limitation and regulation of the powers
of the Corporation and of its directors and of its stockholders or any class
thereof, as the case may be, it is further provided:





1.  The management of the
business and the conduct of the affairs of the Corporation, including the
election of the Chairman of the Board of Directors, if any, the President, the
Treasurer, the Secretary, and other principal officers of the Corporation, shall
be vested in its Board of Directors.  The number of directors which
shall constitute the whole Board of Director shall be fixed by, or in the manner
provided in, the Bylaws.  The phrase “whole Board” and the
phrase


3


“total
number of directors” shall be deemed to have the same meaning, to wit, the total
number of directors which the Corporation would have if there were no
vacancies.  No election of directors need be by written
ballot.





2.  The original Bylaws of
the Corporation shall be adopted by the incorporator unless the certificate of
incorporation shall name the initial Board of Directors
therein.  Thereafter, the power to make, alter, or repeal the Bylaws,
and to adopt any new Bylaw, except a Bylaw classifying directors for election
for staggered terms, shall be vested in the Board of Directors.





3.  Whenever the Corporation
shall be authorized to issue only one class of stock, each outstanding share
shall entitle the holder thereof to notice of, and the right to vote at, any
meetings of stockholders.  Whenever the Corporation shall be
authorized to issue more than one class of stock, no outstanding share of any
class of stock which is denied voting power under the provisions of the
certificate of incorporation shall entitle the holder thereof to the right to
vote, at any meeting of the stockholders except as the provisions of paragraph
(b) (2) of Section 242 of the General Corporation Law shall otherwise require;
provided, that no share of any such class which is otherwise denied voting power
shall entitle the holder thereof to vote upon the increase or decrease in the
number of authorized shares of said class.





NINTH:                  (a)  The
Corporation shall, to the fullest extent permitted by Section 145 of the General
Corporation Law of Delaware, as the same may be amended and supplemented,
indemnify any and all persons whom it shall have power to indemnify under said
section from and against any and all of the expenses, liabilities or other
matters referred to in or covered by said section, and the indemnification
provided for herein shall not be deemed exclusive under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his 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 a person.





(b)  The Corporation shall
have the power to purchase and maintain insurance on behalf of any person who 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 liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
Section 145 of the General Corporation Law of Delaware.





TENTH:                  No
director shall be personally liable to the Corporation or its stockholders for
monetary damages for any breach of fiduciary duty as director, occurring on or
after the effective date of this provision, provided that this provision shall
not eliminate or limit the liability of a director (i) for any 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) under Section 174 of the General Corporation Law
of


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Delaware,
or (iv) for any transaction from which the director derived an improper personal
benefit.





ELEVENTH:           From
time to time any of the provisions of this certificate of incorporation may be
amended, altered or repealed, and other provisions authorized by the laws of the
State of Delaware at the time in force may be added or inserted in the manner
and at the time prescribed by said laws; provided, however, that the provisions
set forth in Articles FIFTH, SIXTH, EIGHTH, NINTH, TENTH, ELEVENTH and TWELFTH
may not be repealed or amended in any respect unless such repeal or amendment is
approved by the affirmative vote of the holders of not less than two-thirds of
the total voting power of all outstanding shares of voting stock of this
Corporation.  All rights at any time conferred upon the stockholders
of the Corporation by this certificate of incorporation are granted subject to
the provisions of this Article ELEVENTH.





TWELFTH:            The
affirmative vote of the holders of not less than two-thirds of the outstanding
stock of the Corporation entitled to vote shall be required for approval if
(1) this Corporation merges or consolidates with any other corporation if,
on the record date for the determination of stockholders entitled to vote on
such transaction, such other corporation and its affiliates singly or in the
aggregate are directly or indirectly the beneficial owners of more than five
(5%) percent of the total voting power of all outstanding shares of the voting
stock of this Corporation (such other corporation being herein referred to as a
“Related Corporation”), or if (2) this Corporation sells or exchanges all or a
substantial part of its assets to or with such Related Corporation, or if (3)
this Corporation issues or delivers any stock or other securities issued by it
in exchange or payment for any properties or assets of such Related Corporation
or securities issued by such Related Corporation, or in a merger of any
affiliate of this Corporation with or into such Related Corporation or any of
its affiliates; provided, however, that the foregoing shall not apply to any
such merger, consolidation, sale or exchange, or issuance or delivery of stock
or other securities which was (i) approved by resolution of the Board of
Directors adopted by the affirmative vote of not less than two-thirds of the
directors as calculated prior to the acquisition of the beneficial ownership of
more than five (5%) percent of the total voting power of all outstanding shares
of the voting stock of the Corporation by such Related Corporation and its
affiliates, nor shall it apply to any such transaction solely between this
Corporation and another corporation fifty (50%) percent or more of the voting
stock of which is owned by this Corporation.  For the purposes hereof,
an “affiliate” is any person (including a corporation, partnership, trust,
estate or individual) who directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
the person specified.  “Control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by
contract, or otherwise; and in computing the percentage of outstanding voting
stock beneficially owned by any person the shares outstanding and the shares
owned shall be determined as of the record date fixed to determine the
stockholders entitled to vote or express consent with respect to such
proposal.  The stockholder vote, if any, required for mergers,
consolidations, sales or exchanges of assets or issuance of stock or other
securities not expressly provided for in this Article, shall be such as may be
required by applicable law.  A “substantial part” of the corporation’s
assets shall mean assets comprising more than ten (10%) percent of the book
value or fair market value of the total assets of the Corporation and its
subsidiaries taken as a whole.


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IN WITNESS WHEREOF, said
Lakeland Industries, Inc. has caused this certificate to be
executed in its corporate name this 15th day of
April 2008.





By:
      /s/ Christopher
      J. RyanName:Christopher
      J. RyanTitle:
      President and Chief Executive
Officer













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