<PAGE>
 
                                                                     EXHIBIT 3.1

                             RESTATED AND AMENDED
                         CERTIFICATE OF INCORPORATION
                                      OF
                                 COMPUSA INC.
                          UNDER SECTIONS 242 AND 245
                                    OF THE
                       DELAWARE GENERAL CORPORATION LAW


     We, James E. Skinner, Executive Vice President, and Mark R. Walker,
Secretary, of CompUSA Inc., a corporation existing under the laws of the State
of Delaware, do hereby certify under the seal of the Corporation as follows:

                                  ARTICLE ONE

     The name of the Corporation is CompUSA Inc.

                                  ARTICLE TWO

     The original Certificate of Incorporation of the Corporation was filed with
the Secretary of State, Dover, Delaware, on November 28, 1988.

                                 ARTICLE THREE

     The name under which the Corporation was originally incorporated was SW
Acquisition Corp.

                                 ARTICLE FOUR

     The amendment to the Corporation's previous Restated and Amended
Certificate of Incorporation reflected herein was duly adopted by the
stockholders of the Corporation in accordance with the provisions of Sections
242 and 245 of the Delaware General Corporation Law.

                                 ARTICLE FIVE

     This Restated and Amended Certificate of Incorporation restates and
integrates previous provisions and also amends the provisions of the
Corporation's Certificate of Incorporation.

                                  ARTICLE SIX

     The text of the Restated and Amended Certificate of Incorporation of the
Corporation, as amended hereby, is hereby restated to read in full as follows:
<PAGE>
 
     FIRST.   The name of the Corporation is CompUSA Inc.

     SECOND.  The address of its 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 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 the State of Delaware.

     FOURTH.  The total number of shares of capital stock the Corporation shall
have authority to issue is 325,010,000 shares as follows:
<TABLE>
<CAPTION>
 
                             Number     Par Value   Aggregate
     Class of Stock         of Shares   Per Share     Amount
     --------------         ---------   ---------     ------  
<S>                        <C>          <C>         <C>
      Preferred
(the "Preferred Stock")         10,000        $.01  $      100

        Common
(the "Common Stock")       325,000,000        $.01  $3,250,000
</TABLE>


                         A.  PREFERRED STOCK, $.01 PAR

     SECTION 1.  DESIGNATION BY BOARD OF DIRECTORS.  The shares of Preferred
Stock may be issued from time to time in one or more series.  The Board of
Directors is hereby authorized to establish and designate the different series
and to fix and determine the voting powers, full or limited, or no voting
powers, and such designations, preferences and relative, participating, optional
or other special rights and qualifications, limitations or restrictions thereof,
as shall be stated in a resolution or resolutions providing for the issue of
such series adopted by the Board of Directors, which powers, preferences,
rights, qualifications, limitations and restrictions need not be uniform among
series.  Any of the voting powers, designations, preferences, rights and
qualifications, limitations or restrictions of any such series of stock may be
made dependent upon facts ascertainable outside the resolution or resolutions
providing for the issue of such stock adopted by the Board of Directors,
provided that the manner in which such facts shall operate upon the voting
powers, designations, preferences, rights and qualifications, limitations or
restrictions of such series of stock is clearly and expressly set forth in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors.  Any resolution or resolutions adopted by the Board of
Directors pursuant to the authority vested in them by this Article Fourth,
Section A shall be set forth in a certificate of designation along with the
number of shares of stock of such series as to which the resolution or
resolutions shall apply and such certificate shall be executed, acknowledged,
filed, recorded, and shall become effective, in accordance with (S)103 of the
General Corporation Law of the State of Delaware.  Unless otherwise provided in
any such resolution or resolutions, the number of shares of stock of any such
series

                                      -2-
<PAGE>
 
to which such resolution or resolutions apply may be increased (but not above
the total number of authorized shares of the class) or decreased (but not below
the number of shares thereof then outstanding) by a certificate likewise
executed, acknowledged, filed and recorded, setting forth a statement that a
specified increase or decrease therein has been authorized and directed by a
resolution or resolutions likewise adopted by the Board of Directors. In case
the number of such shares shall be decreased, the number of shares so specified
in the certificate shall resume the status which they had prior to the adoption
of the first resolution or resolutions. When no shares of any such class or
series are outstanding, either because none were issued or because none remain
outstanding, a certificate setting forth a resolution or resolutions adopted by
the Board of Directors that none of the authorized shares of such class or
series are outstanding, and that none will be issued subject to the certificate
of designations previously filed with respect to such class or series, may be
executed, acknowledged, filed and recorded in the same manner as previously
described and it shall have the effect of eliminating from the Restated and
Amended Certificate of Incorporation all matters set forth in the certificate of
designations with respect to such class or series of stock. If no shares of any
such class or series established by a resolution or resolutions adopted by the
Board of Directors have been issued, the voting powers, designations,
preferences and relative, participating, optional or other rights, if any, with
the qualifications, limitations or restrictions thereof, may be amended by a
resolution or resolutions adopted by the Board of Directors. In the event of any
such amendment, a certificate which (1) states that no shares of such class or
series have been issued, (2) sets forth the copy of the amending resolution or
resolutions and (3) if the designation of such class or series is being changed,
indicates the original designation and the new designation, shall be executed,
acknowledged, filed, recorded, and shall become effective, in accordance with
(S)103 of the General Corporation Law of the State of Delaware.

     SECTION 2.  REGISTRATION OF TRANSFER.  The Corporation shall keep at its
principal office (or at such other place as the Corporation reasonably
designates) a register for the registration of Preferred Stock.  Upon the
surrender of any certificate representing Preferred Stock at such place, the
Corporation shall, at the request of the registered holder of such certificate,
execute and deliver a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares represented by the
surrendered certificate.  Each such new certificate shall be registered in such
name and shall represent such number of shares as is requested by the holder of
the surrendered certificate and shall be substantially identical in form to the
surrendered certificate, and, if applicable with respect to such series of
Preferred Stock, dividends shall accrue on the Preferred Stock represented by
such new certificate from the date to which dividends have been fully paid on
such Preferred Stock represented by the surrendered certificate.  The issuance
of new certificates to holders of surrendered certificates shall be made without
charge to the holders of the surrendered certificates for any issuance tax with
respect therefor or other cost incurred by the Corporation in connection with
such issuance.

     SECTION 3.  REPLACEMENT.  Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder shall be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing shares of any series of Preferred

                                      -3-
<PAGE>
 
Stock, and in the case of any such loss, theft or destruction, upon receipt of
indemnity reasonably satisfactory to the Corporation, or, in the case of any
such mutilation upon surrender of such certificate, the Corporation shall (at
its expense) execute and deliver in lieu of such certificate a new certificate
of like kind representing the number of shares of such series represented by
such lost, stolen, destroyed or mutilated certificate, and, if applicable with
respect to such series of Preferred Stock, dividends shall accrue on the
Preferred Stock represented by such new certificate from the date to which
dividends have been fully paid on such lost, stolen, destroyed or mutilated
certificate.

     SECTION 4.  AMENDMENT AND WAIVER.  No amendment or waiver of any provision
of this Section A shall be effective without the prior approval of the holders
of a majority of the Preferred Stock outstanding at the time such action is
taken.


                               B.  COMMON STOCK

     Except as otherwise provided in this Section B or as otherwise required by
applicable law, all shares of Common Stock shall be identical in all respects
and shall entitle the holders thereof to the same rights and privileges, subject
to the same qualifications, limitations and restrictions.

     SECTION 1.  VOTING RIGHTS.  Except as otherwise provided in this Section B
or as otherwise required by applicable law, holders of Common Stock shall be
entitled to one vote per share on all matters to be voted on by the stockholders
of the Corporation.

     SECTION 2.  DIVIDENDS.  As and when dividends are declared or paid thereon,
whether in cash, property or securities of the Corporation, the holders of
Common Stock shall be entitled to participate in such dividends ratably on a per
share basis.  The rights of the holders of Common Stock to receive dividends are
subject to the provisions of the Preferred Stock.

     SECTION 3.  LIQUIDATION.  Subject to the provisions of the Preferred Stock,
the holders of the Common Stock shall be entitled to participate ratably on a
per share basis in all distributions to the holders of Common Stock in any
liquidation, dissolution or winding up of the Corporation.

     SECTION 4.  REGISTRATION OF TRANSFER.  The Corporation shall keep at its
principal office (or such other place as the Corporation reasonably designates)
a register for the registration of shares of Common Stock.  Upon the surrender
of any certificate representing shares of Common Stock at such place, the
Corporation shall, at the request of the registered holder of such certificate,
execute and deliver a new certificate or certificates in exchange therefor
representing in the aggregate the number of shares of Common Stock represented
by the surrendered certificate, and the Corporation forthwith shall cancel such
surrendered certificate.  Each such new certificate will be registered in such
name and will represent such number of shares of Common Stock as is requested by
the holder of the surrendered certificate and will be substantially identical in
form to the surrendered certificate.  The issuance of new certificates to
holders of surrendered

                                      -4-
<PAGE>
 
certificates shall be made without charge to the holders of the surrendered
certificates for any issuance tax in respect therefor or other cost incurred by
the Corporation in connection with such issuance.

     SECTION 5.  REPLACEMENT.  Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder will be satisfactory)
of the ownership and the loss, theft, destruction or mutilation of any
certificate evidencing one or more shares of Common Stock, and in the case of
any such loss, theft or destruction, upon receipt of indemnity reasonably
satisfactory to the Corporation, or, in the case of any such mutilation upon
surrender of such certificate, the Corporation shall (at its expense) execute
and deliver in lieu of such certificate a new certificate of like kind
representing the number of shares of Common Stock represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.

     SECTION 6.  AMENDMENT AND WAIVER.  No amendment or waiver of any provision
of this Section B shall be effective without the prior approval of the holders
of a majority of the Common Stock outstanding at the time such action is taken.

     FIFTH:  The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation and for defining
and regulating the powers of the Corporation and its directors and stockholders
and are in furtherance and not in limitation of the powers conferred upon the
Corporation by statute:

     (a) The election of directors need not be by written ballot.

     (b) (i)  The number of directors of the Corporation shall be such number,
     not less than three nor more than thirteen, as shall be specified from time
     to time in the manner provided in the bylaws, provided that no action
     decreasing the number of directors shall have the effect of shortening the
     term of any incumbent director and provided further that no action shall be
     taken by the directors (whether through amendment to the bylaws or
     otherwise) to increase the number of directors as specified from time to
     time unless at least three-quarters (75%) of the directors then in office
     shall concur in said action.

         (ii) Effective upon the declaration of effectiveness by the Securities
     and Exchange Commission of the Corporation's registration statement for the
     sale of Common Stock pursuant to a Public Offering (the "Effective Date"),
     the Board of Directors shall be classified, with respect to the time for
     which they severally hold office, into three classes, as nearly equal in
     number as possible; the term of office of those of the first class ("Class
     I Directors") to continue until the first annual meeting of stockholders
     following the Effective Date and until their successors are duly elected
     and qualified or until their earlier resignation, death or removal; the
     term of office of those of the second class ("Class II Directors") to
     continue until the second annual meeting following the Effective Date and
     until their successors are duly elected and qualified or until their
     earlier

                                      -5-
<PAGE>
 
     resignation, death or removal, and the term of office of those of the third
     class ("Class III Directors") to continue until the third annual meeting
     following the Effective Date and until their successors are duly elected
     and qualified or until their earlier resignation, death or removal. At each
     annual meeting of the Corporation the successors to the class of directors
     whose term expires at that meeting shall be elected to hold office for a
     term continuing until the annual meeting held in the third year following
     the year of their election and until their successors are duly elected and
     qualified or until their earlier resignation or removal. Prior to the
     Effective Date, the stockholders of the Corporation shall adopt a
     resolution designating, from among the members of the Board of Directors at
     the time of adoption of such resolution, directors to serve as Class I
     Directors, Class II Directors and Class III Directors.

          (iii)  Notwithstanding anything to the contrary in this Restated and
     Amended Certificate of Incorporation or the bylaws of the Corporation, (A)
     vacancies and newly created directorships, whether resulting from an
     increase in the size of the Board of Directors, from the death,
     resignation, disqualification or removal of a director or otherwise, shall
     be filled solely by the affirmative vote of a majority of the remaining
     directors then in office, or by the sole remaining director, even though
     less than a quorum of the Board of Directors, (B) any director elected in
     accordance with clause (A) of this paragraph (iii) shall hold office for
     the remainder of the full term of the class of directors in which the
     vacancy occurred or the new directorship was created and until such
     director's successor shall have been elected and qualified, (C) the number
     of directors shall be fixed only by a vote of the Board of Directors, (D)
     no decrease in the number of directors constituting the Board of Directors
     shall shorten the term of any incumbent directors and (E) stockholders may
     effect the removal of any director or directors only for cause, any such
     removal for cause requiring the affirmative vote of holders of a majority
     of the shares outstanding and entitled to vote in the election of
     directors.

                 (c) The Board of Directors shall have the power and authority:

                     (1) to adopt, amend or repeal bylaws of the Corporation,
                 subject only to such limitation, if any, as may be from time to
                 time imposed by law or by the bylaws; and

                     (2) to the full extent permitted or not prohibited by law,
                 and without the consent of or other action by the stockholders,
                 to authorize or create mortgages, pledges or other liens or
                 encumbrances upon any, or all of the assets, real, personal or
                 mixed, and franchises of the Corporation, including after-
                 acquired property, and to exercise all of the powers of the
                 Corporation in connection therewith; and

                     (3) subject to any provision of applicable statute or of
                 the bylaws, to determine whether, to what extent, at what times
                 and places and under what

                                      -6-
<PAGE>
 
          conditions and regulations the accounts, books and papers of the
          Corporation (other than the stock ledger), or any of them, shall be
          open to the inspection of the stockholders, and no stockholder shall
          have any right to inspect any account, book or paper of the
          Corporation except as conferred by statute or authorized by the bylaws
          or by the Board of Directors.

          (d) A merger or consolidation between the Corporation and any other
     corporation or business entity that requires the approval of the
     stockholders of the Corporation under the provisions of the Delaware
     General Corporation Law in effect from time to time, or a sale, lease or
     exchange of all or substantially all of the assets of the Corporation, or a
     voluntary dissolution of the Corporation, may be authorized only by the
     affirmative vote of holders of at least two-thirds (66.66%) of the
     outstanding capital stock of the Corporation entitled to vote thereon
     (including the affirmative vote of holders of at least two-thirds (66.66%)
     of any class or series of capital stock entitled to vote separately
     thereon).

          (e) No action required to be taken or which may be taken at any annual
     or special meeting of stockholders of the Corporation may be taken by
     written consent of stockholders, unless a consent or consents in writing,
     setting forth the action so taken, is signed by the holders of all
     outstanding shares of capital stock of the Corporation entitled to vote
     thereon and delivered to the Corporation by delivery to its registered
     office in the State of Delaware, its principal place of business, or an
     officer or agent of the Corporation having custody of the book in which
     proceedings of meetings of stockholders are recorded. Delivery made to the
     Corporation's registered office shall be by hand or by certified or
     registered mail, return receipt requested.  Every written consent shall
     bear the date of signature of each stockholder who signs the consent and no
     written consent shall be effective to take the corporate action referred to
     therein unless, within sixty days of the earliest dated consent delivered
     in the manner required by this Article Fifth (e) to the Corporation,
     written consents signed by all of the stockholders entitled to vote thereon
     are delivered to the Corporation by delivery to its registered office in
     the State of Delaware, its principal place of business, or an officer or
     agent of the Corporation having custody of the book in which proceedings of
     meetings of stockholders are recorded.  Delivery made to the Corporation's
     registered office shall be by hand or by certified or registered mail,
     return receipt requested.

          (f) Article Fifth (b), Article Fifth (c), Article Fifth (d), Article
     Fifth (e) and this Article Fifth (f) of this Restated and Amended
     Certificate of Incorporation, may be amended only by the vote of holders of
     at least two-thirds (66.66%) of the capital stock of the Corporation
     issued, outstanding and entitled to vote (including the holders of at least
     two-thirds (66.66%) of the issued and outstanding shares of any class or
     series entitled to vote separately thereon).

                                      -7-
<PAGE>
 
     SIXTH:  No director of the Corporation shall be personally liable to the
Corporation or to any of its stockholders for monetary damages for breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability; provided, however, that to the extent required from time to time by
applicable law, this Article Sixth shall not eliminate or limit the liability of
a director, to the extent such liability is provided by applicable law, (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
Title 8 of the Delaware Code, or (iv) for any transaction from which the
director derived an improper personal benefit.  No amendment to or repeal of
this Article Sixth shall apply to or have any effect on the liability or alleged
liability of any director for or with respect to any acts or omissions of such
director occurring prior to the effective date of such amendment or repeal.

     IN WITNESS WHEREOF, CompUSA Inc. has caused its corporate seal to be
affixed hereunder and this Restated and Amended Certificate of Incorporation to
be signed by James E. Skinner, an Executive Vice President, and attested by Mark
R. Walker, its Secretary, as of the 5th day of November, 1997.


                                CompUSA Inc.



                                By  /s/ James E. Skinner
                                    ------------------------------------------
                                    James E. Skinner, Executive Vice President



ATTEST:


/s/ Mark R. Walker
----------------------------------
Mark R. Walker, Secretary

                                      -8-