EXHIBIT 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        ALLOU HEALTH & BEAUTY CARE, INC.


It is hereby certified that:

     1.  The  present   name  of  the   corporation   (hereinafter   called  the
"Corporation")  is ALLOU  HEALTH & BEAUTY  CARE,  INC.,  which is the name under
which the  Corporation  was  originally  incorporated.  The date of  filing  the
original  Certificate of  Incorporation of the Corporation with the Secretary of
State of the State of Delaware is January 20, 1989.

     2. The provisions of the Certificate of  Incorporation  of the Corporation,
as heretofore  amended and/or  supplemented,  are hereby restated and integrated
into the single instrument without further amendment and without any discrepancy
between the provisions of the Certificate of Incorporation as heretofore amended
and  supplemented and the provisions of the said single  instrument  hereinafter
set forth.

     3. The Board of Directors of the Corporation has duly adopted this Restated
Certificate  of  Incorporation  pursuant to the provisions of Section 245 of the
General  Corporation  Law of the  State of  Delaware  in the  form set  forth as
follows:


<PAGE>

                     "RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                        ALLOU HEALTH & BEAUTY CARE, INC.

                                 ---------------


     FIRST: The name of the corporation  (hereinafter  called the "Corporation")
is ALLOU HEALTH & BEAUTY CARE, INC.

     SECOND:  The address,  including street,  number,  city, and county, of the
registered  office of the  Corporation  in the State of  Delaware is 1013 Centre
Road, City of Wilmington,  County of New Castle;  and the name of the registered
agent  of the  Corporation  in the  State of  Delaware  at such  address  is The
Prentice-Hall Corporation System, Inc.

     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:  The aggregate  number of shares which the  Corporation  shall have
authority to issue is  13,200,000,  divided into three  classes:  (i) 10,000,000
shares of Class A Common  Stock,  par value $.001 per share (the "Class A Common
Stock");  (ii)  2,200,000  shares of Class B Common  Stock,  par value $.001 per
share (the "Class B Common Stock");  (iii) 1,000,000 shares preferred stock, par
value $.001 per share (the "Preferred  Stock") (the Class A Common Stock and the
Class B Common Stock collectively referred to herein as the "Common Stock").

     A.   Common Stock

          1. General. The voting, dividend and liquidation rights of the holders
     of the  Common  Stock are  subject  to and  qualified  by the rights of the
     holders of the  Preferred  Stock of any class as may be  designated  by the
     Board of Directors upon any issuance of the Preferred Stock of any class.

          2. Voting.  Each holder of Class A Common Stock shall have one vote in
     respect of each share of Class A Common  Stock held by him and each  holder
     of Class B Common  Stock  shall have five votes in respect of each share of
     Class  B  Common  Stock  held  by him  on all  matters  voted  upon  by the
     stockholders.

          3.  Dividends.  Dividends may be declared and paid on the Common Stock
     from funds lawfully  available therefor as and when determined by the Board
     of Directors and subject to any  preferential  dividend  rights of any then
     outstanding Preferred Stock.



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<PAGE>

          4.  Liquidation.  Upon the  dissolution or liquidation of the Company,
     whether voluntary or involuntary,  holders of Common Stock will be entitled
     to receive  all assets of the Company  available  for  distribution  to its
     stockholders,  subject to any  preferential  rights of any then outstanding
     Preferred Stock.

          5.  Transferability.  All outstanding  shares of Common Stock shall be
     freely transferable.

          6. Conversion of Class B Common Stock. All outstanding shares of Class
     B Common Stock shall be  convertible  at all times,  at the election of the
     holder thereof, into an equal number of fully paid and nonassessable shares
     of Class A Common Stock by delivery of written notice by the holder of such
     shares of Class B Common Stock to the  Corporation,  or its transfer agent,
     of his election together with the certificate(s) representing the shares to
     be converted.  Thereupon,  the  Corporation,  or its transfer agent, as the
     case may be,  shall  exchange  such  certificate(s)  for a  certificate  or
     certificates  representing  an equal  number  of  shares  of Class A Common
     Stock.  Shares  of  Class B  Common  Stock  shall be  deemed  to have  been
     converted  immediately prior to the close of business on the day upon which
     the  Corporation,   or  its  transfer  agent,   received  such  shares  for
     conversion.  The  person  entitled  to  receive  the  Class A Common  Stock
     issuable  upon such  conversion  shall be treated  for all  purposes as the
     record  holder of such Class A Common Stock at such time.  Thereafter,  the
     shares  of  Class B Common  Stock so  converted  shall  be  authorized  and
     unissued shares of Class B Common Stock of the Corporation.

          With  respect to any  shares of Class B Common  Stock  converted  into
     Class A  Common  Stock,  until  surrender  as  hereinafter  provided,  each
     outstanding certificate,  which prior to such conversion represented shares
     of Class B Common  Stock,  shall be deemed  for all  purposes  to  evidence
     ownership  of the  number of shares of Class A Common  Stock into which the
     shares of Class B Common Stock shall have been converted. Upon surrender to
     the Corporation, or its transfer agent, for cancellation of the certificate
     or  certificates  representing  such shares,  the holder  thereof  shall be
     entitled to receive a certificate or certificates  representing  the number
     of shares of Class A Common Stock to which such holder is entitled.

     B.   Preferred Stock

          The relative  rights,  preferences  and  limitations  of the shares of
     Preferred Stock are as follows:

          The Preferred  Stock may be issued,  from time to time, in one or more
     series,  with such  designations,  preferences and relative  participating,
     optional  or other  rights,  qualifications,  limitations  or  restrictions
     thereof as shall be stated and expressed in the  resolution or  resolutions
     providing  for the issue of such series  adopted by the Board of  Directors
     from time to time,  pursuant to the authority herein given, a copy of which
     resolution or resolutions  shall have been set forth in a Certificate made,
     executed,



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<PAGE>

     acknowledged,  filed and recorded in the manner required by the laws of the
     State of Delaware in order to make the same  effective.  Each series  shall
     consist of such number of shares as shall be stated and  expressed  in such
     resolution or  resolutions  providing for the issuance of the stock of such
     series.  All shares of any one series of Preferred  Stock shall be alike in
     every  particular.  The authority of the Board of Directors with respect to
     each series  shall  include,  but not be limited to,  determination  of the
     following:

          1. the number of shares  constituting  that series and the distinctive
     designation of that series;

          2.  whether the holders of shares of that series  shall be entitled to
     receive dividends and, if so, the rates of such dividends, conditions under
     which and times such  dividends may be declared or paid,  any preference of
     any such  dividends to, and the relation to, the  dividends  payable on any
     other  class or classes of stock or any other  series of the same class and
     whether dividends shall be cumulative or noncumulative  and, if cumulative,
     from which date or dates;

          3.  whether  the  holders of shares of that  series  shall have voting
     rights in  addition  to the voting  rights  provided by law and, if so, the
     terms of such voting rights;

          4.  whether  shares of that series shall have  conversion  or exchange
     privileges  into  or  for,  at the  option  of  either  the  holder  or the
     Corporation or upon the happening of a specified event, shares of any other
     class or  classes  or of any  other  series  of the same or other  class or
     classes of stock of the Corporation and, if so, the terms and conditions of
     such  conversion  or exchange  including  provision  for  adjustment of the
     conversion or exchange rate in such events as the Board of Directors  shall
     determine;

          5. whether  shares of that series shall be redeemable  and, if so, the
     terms and conditions of such  redemption,  including the date or dates upon
     or after which they shall be redeemable and the amount per share payable in
     case  redemption,  which amount may vary under different  conditions and at
     different redemption dates;

          6. whether  shares of that series shall be subject to the operation of
     a  retirement  or sinking  fund and, if so  subject,  the extent to and the
     manner in which it shall be applied to the  purchase or  redemption  of the
     shares  of that  series,  and the  terms  and  provisions  relative  to the
     operation thereof;

          7. the rights of shares of that  series in the event of  voluntary  or
     involuntary  liquidation,  dissolution or winding up of the Corporation and
     any  preference  of any such rights to, and the  relation to, the rights in
     respect thereto of any class or classes of stock or any other series of the
     same class; and

          8.  whether  shares of that series shall be subject or entitled to any
     other preferences, and the other relative, participating, optional or other
     special rights and qualifications, limitations or restrictions of shares of
     that series and, if so, the terms



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<PAGE>

     thereof;  provided,  however,  that if the  stated  dividends  and  amounts
     payable on  liquidation  with  respect to shares of any series of Preferred
     Stock  are not paid in full,  then the  shares of all  series of  Preferred
     Stock  shall  share   ratably  in  the  payment  of   dividends   including
     accumulations,  if any, in accordance  with the sums which would be payable
     on such shares if all dividends  were declared and paid in full, and in any
     distribution  of assets (other than by way if dividends) in accordance with
     the sums which would be payable on such  distribution  if all sums  payable
     were discharged in full.

     FIFTH: The Corporation is to have perpetual existence.

     SIXTH:  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
ss. 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
ss. 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  of 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 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.

     SEVENTH:  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:

     A. The  management  of the  business  and the conduct of the affairs of the
Corporation  shall be vested in its Board of Directors.  The number of directors
which shall constitute the whole Board of Directors shall be fixed by, or in the
manner  provided in, the Bylaws.  The phrase "whole Board" and the phrase "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.

     B. After the original or other Bylaws of the Corporation have been adopted,
amended,  or repealed,  as the case may be, in accordance with the provisions of
ss. 109 of the General Corporation Law of the State of Delaware,  and, after the
Corporation  has received any payment for any of its stock,  the power to adopt,
amend,  or repeal the Bylaws of the Corporation may be exercised by the Board of
Directors of the  Corporation;  provided,  however,  that any  provision for the
classification  of directors of the  Corporation for staggered terms pursuant to
the



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<PAGE>

provisions of subsection  (d) of ss. 141 of the General  Corporation  Law of the
State of Delaware  shall be set forth in an initial  Bylaw or in a Bylaw adopted
by the stockholders  entitled to vote of the Corporation  unless  provisions for
such classification shall be set forth in this certificate of incorporation.

     C. 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  meeting 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 stockholders except as the provisions of paragraph (2) of
subsection  (b)  of ss.  242 of the  General  Corporation  Law of the  State  of
Delaware  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.

     EIGHTH:  The personal  liability of the  directors  of the  Corporation  is
hereby eliminated to the fullest extent permitted by paragraph (7) of subsection
(b) of ss. 102 of the General  Corporation Law of the State of Delaware,  as the
same may be amended and supplemented.

     NINTH: The Corporation shall, to the fullest extent permitted by ss. 145 of
the General Corporation Law of the State 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 of any other
rights to which those  indemnified  may be entitled 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.

     TENTH:  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, and 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 TENTH."

Signed on October 31, 1996
                                        /s/ Herman Jacobs
                                        -----------------
                                        Herman Jacobs,
                                        President and Chief Operating Officer






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