<PAGE>


                                                                Exhibit 3.1


                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                          U.S. OFFICE PRODUCTS COMPANY

                         AS AMENDED THROUGH JUNE 9, 1998

                                   ARTICLE ONE

          The name of the Corporation is: U.S. OFFICE PRODUCTS COMPANY.

                                   ARTICLE TWO

                  The address of the Corporation's registered office in the
State of Delaware is 1013 Centre Road, in the City of Wilmington, County of New
Castle. The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.

                                  ARTICLE THREE

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

                                  ARTICLE FOUR

                  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is Five Hundred Million Five Hundred
Thousand (500,500,000) shares, of which Five Hundred Thousand (500,000) shares,
designated as Preferred Stock, shall have a par value of One Tenth of One Cent
($.001) per share (the "Preferred Stock"), and Five Hundred Million
(500,000,000) shares, designated as Common Stock, shall have a par value of One
Tenth of One Cent ($.001) per share (the "Common Stock").

                  A statement of the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, in respect of each class of
stock of the Corporation is as follows:


 

<PAGE>


                                PREFERRED STOCK


                  The Preferred Stock may be issued from time to time by the
Board of Directors as shares of one or more classes or series. Subject to the
provisions of this Restated Certificate of Incorporation and the limitations
prescribed by law, the Board of Directors is expressly authorized by adopting
resolutions to issue the shares, fix the number of shares and change the number
of shares constituting any series, and to provide for or change the voting
powers, designations, preferences and relative, participating, optional or other
special rights, qualifications, limitations or restrictions thereof, including
dividend rights (and whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), a redemption price or prices,
conversion rights and liquidation preferences of the shares constituting any
class or series of the Preferred Stock, without any further action or vote by
the stockholders.

                                  COMMON STOCK

                  1.       Dividends.

                  Subject to the preferred rights of the holders of shares of
any class or series of Preferred Stock as provided by the Board of Directors
with respect to any such class or series of Preferred Stock, the holders of the
Common Stock shall be entitled to receive, as and when declared by the Board of
Directors out of the funds of the Corporation legally available therefor, such
dividends (payable in cash, stock or otherwise) as the Board of Directors may
from time to time determine, payable to stockholders of record on such dates,
not exceeding 60 days preceding the dividend payment dates, as shall be fixed
for such purpose by the Board of Directors in advance of payment of each
particular dividend.

                  2.       Liquidation.

                  In the event of any liquidation, dissolution or winding up of
the Corporation, whether voluntary or involuntary, after the distribution or
payment to the holders of shares of any class or series of Preferred Stock as
provided by the Board of Directors with respect to any such class or series of
Preferred Stock, the remaining assets of the Corporation available for
distribution to stockholders shall be distributed among and paid to the holders
of Common Stock ratably in proportion to the number of shares of Common Stock
held by them respectively.

                  3.       Voting Rights.

                  Except as otherwise required by law or as provided by the
Board of Directors with respect to any class or series of Preferred Stock, the
entire voting power and all voting rights shall be vested exclusively in the
Common Stock. Each holder of shares of Common Stock shall be entitled to one
vote for each share standing in his name on the books of the Corporation.

                  4.       Reclassification

                                        2

<PAGE>

                  As of 5:00 p.m., Eastern time, on the date on which this
Certificate of Amendment is filed with the Secretary of State of Delaware (the
"Effective Time"), each four outstanding shares of common stock, $.001 per share
("Old Common Stock") shall thereupon be reclassified and
changed into one share of common stock, par value $.001 per share ("New Common
Stock"). Upon such Effective Time, each holder of Old Common Stock shall
thereupon automatically be and become the holder of one share of New Common
Stock for every four shares of Old Common Stock held by such holder prior
thereto. Upon such Effective Time, each certificate formerly representing a
stated number of shares of Old Common Stock shall thereupon be deemed for all
corporate purposes to evidence ownership of New Common Stock in the
appropriately reduced whole number of shares. As soon as practicable after such
Effective Time, stockholders as of the record date for the reclassification will
be notified thereof and upon their delivery of their certificates of Old Common
Stock to the Corporation or its designated agent, will be sent stock
certificates representing their shares of New Common Stock, rounded down to the
nearest whole number, together with cash representing the fair value of such
holder's fractional shares of Old Common Stock. No scrip or fractional share
certificate for New Common Stock will be issued in connection with this reverse
stock split. All references elsewhere in the Amended and Restated Certificate of
Incorporation to the "Common Stock" shall, after the Effective Time, refer to
the New Common Stock.

                                  ARTICLE FIVE

                  1.       Board of Directors.

                  The Directors shall be elected at each annual meeting of
stockholders to hold office until their successors have been duly elected and
qualified. At each annual meeting of stockholders at which a quorum is present,
the persons receiving a plurality of the votes cast shall be directors. No
director or class of directors may be removed from office by a vote of the
stockholders at any time except for cause. Election of directors need not be by
written ballot unless the By-laws of the Corporation so provide.

                  2.       Vacancies.

                  Any vacancy on the Board of Directors resulting from death,
retirement, resignation, disqualification or removal from office or other cause,
as well as any vacancy resulting from an increase in the number of directors
which occurs between annual meetings of the stockholders at which directors are
elected, shall be filled only by a majority vote of the remaining directors then
in office, though less than a quorum, except that those vacancies resulting from
removal from office by a vote of the stockholders may be filled by a vote of the
stockholders at the same meeting at which such removal occurs. The directors
chosen to fill vacancies shall hold office for a term expiring at the end of the
next annual meeting of stockholders. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.

                                        3

<PAGE>


                  Notwithstanding the foregoing, whenever the holders of one or
more classes or series of Preferred Stock shall have the right, voting
separately, as a class or series, to elect directors, the election, term of
office, filling of vacancies, removal and other features of such directorships
shall be governed by the terms of the resolution or resolutions adopted by the
Board of Directors pursuant to ARTICLE FOUR applicable thereto, and each
director so elected shall not be subject to the provisions of this ARTICLE FIVE
unless otherwise provided therein.

                  3.       Power to Make, Alter and Repeal By-laws.

                  In furtherance and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized to make, alter and
repeal the By-laws of the Corporation.

                                   ARTICLE SIX

                  The Corporation reserves the right to amend, alter, change or
repeal any provision in this Restated Certificate of Incorporation, in the
manner now or hereafter prescribed by statute.

                                  ARTICLE SEVEN

                  No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (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 Delaware General Corporation
Law or (iv) for any transaction from which the director derived an improper
personal benefit.

                                  ARTICLE EIGHT

                  The Corporation shall, to the fullest extent permitted by
Section 145 of the Delaware General Corporation Law, as the same may be amended
and supplemented, indemnify each director and officer of the Corporation 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 of any other rights to which those indemnified may
be entitled under any By-law, agreement, vote of stockholders, vote of
disinterested directors or otherwise, and shall continue as to a person who has
ceased to be a director or officer and shall inure to the benefit of the heirs,
executors and administrators of such persons and the Corporation may purchase
and maintain insurance on behalf of any director or officer to the extent
permitted by Section 145 of the Delaware General Corporation Law.

                                  ARTICLE NINE

                  Whenever a compromise or arrangement is proposed between 
the Corporation and its creditors or any class of them and/or between the 
Corporation and its stockholders or any class of them, any court of equitable 

                                       4

<PAGE>

jurisdiction within the State of Delaware may, on the application in a 
summary way of the Corporation or of any creditor or stockholder thereof or 
on the application of any receiver or receivers appointed for the 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 the 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 the 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 of the stockholders or class of stockholders of 
the Corporation, as the case may be, agree to any compromise or arrangement 
and to any reorganization of the Corporation as a consequence of such 
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 the Corporation, as the case may be, and also on the 
Corporation.

                                        5