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
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:

                          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  18,200,000,  divided into three  classes:  (i) 15,000,000
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.

                  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, 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  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  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.