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                                                                   EXHIBIT 3.1

                             AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                        T/SF COMMUNICATIONS CORPORATION

It is hereby certified that:

         1. The name of the Corporation is T/SF Communications Corporation and
the original Certificate of Incorporation of the Corporation was filed on
March 17, 1989.

         2. The Certificate of Incorporation of the Corporation is hereby
amended and restated in its entirety as follows:

         FIRST:  The name of the corporation is The Official Information 
Company.

         SECOND: The registered office of the corporation is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle, State of
Delaware 19805. The name of the registered agent at that address is
Corporation Service 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 Delaware.

         FOURTH: The authorized capital stock of the Corporation and the
aggregate number of shares which the Corporation shall have the authority to
issue shall be 150,000 shares of Common Stock with a par value of $0.10 per
share ("Common Stock"). The Common Stock shall have the designation,
preference, dividend, voting powers or restrictions, qualifications,
limitations, and rights hereunder described.

 A.   Common Stock.

         Except as otherwise expressly provided by law or in this paragraph
FOURTH, voting rights upon any and all matters shall be vested in the holders
of the Common Stock, each share of such Common Stock having one vote on all
matters. The Board of Directors of the Corporation may declare and pay
dividends, in its discretion, on the Common Stock of the Corporation out of
funds legally available for the payment of dividends. Upon any voluntary or
involuntary liquidation of the Corporation, the holders of shares of the
Common Stock shall be entitled to share in the remaining assets of the
Corporation. The Common Stock of the Corporation shall not be redeemable
without the consent of the holders of the shares to be redeemed.

 B.   Pre-Emptive Rights.

         No holder of shares of any class of stock of the Corporation shall be
entitled, as a matter of right, to subscribe for or purchase any part of any
new or additional issue of stock of any class whatsoever, or of obligations or
other securities convertible into, or exchangeable for, any stock of any class
whatsoever, whether now or hereafter authorized and whether issued for cash or
other consideration or by way of dividend, stock split or other distribution.

         FIFTH: A director of this corporation shall not be personally liable
to the corporation or its stockholders for monetary damages for the breach of
any fiduciary duty as a director, except in the case of (a) any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) acts or
omissions not in good faith or that involve intentional misconduct or a
knowing violation of law, (c) under section 174 of the General Corporation Law
of the State of Delaware or (d) for any transaction from which the director
derives an improper personal benefit. Any repeal or modification of this
Article by the stockholders of the corporation shall not adversely affect any
right or protection of a 


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director of the corporation existing at the time of such repeal or
modification with respect to acts or omissions occurring prior to such repeal
or modification.

         SIXTH: The corporation shall, to the fullest extent permitted by law,
as now or hereafter in effect, indemnify each person (including the heirs,
executors, administrators and other personal representatives of such person)
against expenses including attorneys' fees, judgments, fines and amounts paid
in settlement, actually and reasonably incurred by such person in connection
with any threatened, pending or completed suit, action or proceeding (whether
civil, criminal, administrative or investigative in nature or otherwise) in
which such person may be involved by reason of the fact that he or she is or
was a director or officer of the corporation or is or was serving any other
incorporated or unincorporated enterprise in such capacity at the request of
the corporation. Expenses (including attorneys' fees) incurred by a director
or officer in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the corporation in advance of the
final disposition of the action, suit or proceeding, but, if Delaware law
requires, advancement of expenses shall be made only upon receipt of an
undertaking by or on behalf of the director or officer to repay the amounts
advanced if it shall ultimately be determined that the person is not entitled
to be indemnified by the corporation. The indemnification provided for in this
certificate of incorporation shall not be deemed exclusive of any other rights
to which a person seeking indemnification may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise.

         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 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 the provisions of 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 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: Unless, and except to the extent that, the by-laws of the
corporation shall so require, the election of directors of the corporation
need not be by written ballot.

         NINTH: The board of directors may from time to time adopt, amend or
repeal the by-laws of the corporation, subject to the power of the
stockholders to adopt any by-laws or to amend or repeal any by-laws adopted,
amended or repealed by the board of directors.

         3. This Amended and Restated Certificate of Incorporation herein
certified has been duly adopted and written consent has been given in
accordance with the provisions of Sections 228, 242 and 245 of the General
Corporation Law of the State of Delaware.

         4. This Amended and Restated Certificate of Incorporation shall be
effective on and as of the date of filing of this Certificate with the office
of the Secretary of State of Delaware and shall continue in full force and
effect until further changed, altered or amended as therein provided and in
the manner prescribed by the provisions of the General Corporation Law of the
State of Delaware

Dated:   March 31, 1998

                                         T/SF COMMUNICATIONS CORPORATION

                                         By: /s/ Brian A. Meyer
                                             ------------------------------
                                             Brian A. Meyer
                                             Secretary and General Counsel