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                                                                     Exhibit 3.1

                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         CANDLEWOOD HOTEL COMPANY, INC.


            Candlewood Hotel Company, Inc., a corporation organized and existing
under the laws of the State of Delaware (hereinafter referred to as the
"Corporation") hereby certifies as follows:

            1. The undersigned is the duly elected, qualified and acting
Executive Vice President, Chief Financial Officer and Secretary of the
Corporation.

            2. The name of the Corporation is Candlewood Hotel Company, Inc. The
Corporation's original Certificate of Incorporation was filed with the Secretary
of State of Delaware on August 16, 1996 under the same name.

            3. Pursuant to Sections 242 and 245 of the General Corporation Law
of the State of Delaware, and having been adopted in accordance therewith, this
Restated Certificate of Incorporation restates and integrates and amends the
provisions of the Certificate of Incorporation of this Corporation.

            4. The text of the Certificate of Incorporation of the Corporation,
as it may have heretofore been amended or supplemented, is hereby further
amended and restated to read in its entirety as follows:

            FIRST: The name of the Corporation (hereinafter the "Corporation")
is

                        Candlewood Hotel Company, Inc.

            SECOND: The address, including street, number, city and county, of
the registered office of the Corporation in the State of Delaware is:

                  THE CORPORATION TRUST COMPANY
                  Corporation Trust Center
                  1209 Orange Street
                  Wilmington, New Castle County, Delaware 19801

            THIRD: The nature of the business and of the purposes to be
conducted and promoted by the Corporation shall be to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.

            FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is One Hundred and Five Million (105,000,000), to
be divided into two classes designated "Common Stock" and "Preferred Stock". The
Corporation shall be authorized to issue (a) One Hundred Million (100,000,000)
shares of Common Stock, par value $.01 per share, and (b) Five Million
(5,000,000) shares of Preferred Stock, par value $.01 per share.
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            The Board of Directors is hereby empowered to cause the Preferred
Stock to be issued from time to time for such consideration as it may from time
to time fix, to cause such Preferred Stock to be issued in series with such
voting powers and such designations, preferences, privileges and relative,
participating, optional or other special rights as designated by the Board of
Directors in the resolution providing for the issuance of such series and,
within the limits and restrictions stated in any resolution or resolutions of
the Board of Directors originally fixing the number of shares constituting any
series, to increase or decrease (but not below the number of shares of such
series then outstanding), the number of shares of any such series subsequent to
the issue of shares of that series. Shares of Preferred Stock of any one series
shall be identical in all respects.

            All shares of any series of Preferred Stock which shall have been
redeemed, converted, exchanged or otherwise surrendered to or acquired by the
Corporation pursuant to its terms, shall be cancelled and have the status of
authorized but unissued shares of Preferred Stock of the Corporation.

            FIFTH: Subject to the rights, if any, of the holders of shares of
Preferred Stock then outstanding, if any, to elect additional directors under
specified circumstances, the number of the directors of the Corporation shall be
fixed from time to time by or pursuant to the Bylaws of the Corporation. At each
annual meeting of the stockholders of the Corporation, the directors shall be
elected to hold office until such person's successor is elected and qualified or
until such person's death, retirement, resignation or removal. The directors
need not be stockholders.

            SIXTH: Subject to the rights, if any, of the holders of shares of
Preferred Stock then outstanding, if any, any or all of the directors of the
Corporation may be removed from office by the stockholders only for cause and
only by the affirmative vote of at least 66- 2/3% of the outstanding shares of
Common Stock of the Corporation at any annual or special meeting of stockholders
of the Corporation, the notice of which shall state that the removal of a
director or directors is among the purposes of the meeting.

            SEVENTH: Newly created directorships resulting from any increase in
the authorized number of directors or any vacancy on the Board of Directors
resulting from death, resignation, retirement, disqualification, removal from
office or any other cause shall be filled solely by the affirmative vote of a
majority of the remaining directors then in office, even though less than a
quorum, or by a sole remaining director. The directors so chosen shall hold
office until the next annual election of directors and until their successors
are duly elected and qualified, unless sooner displaced. If there are no
directors in office, then an election of directors may be held in the manner
provided by statute. If, at the time of filling any vacancy or any newly created
directorship, the directors then in office shall constitute less than a majority
of the whole Board (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least ten percent of the total number of the shares at the time
outstanding having the right to vote for such directors, summarily order an
election to be held to fill any such vacancies or newly created directorships,
or to replace the directors chosen by the directors then in office. No decrease
in


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the number of directors constituting the Board of Directors shall shorten the
term of any incumbent director.

            EIGHTH: Effective upon the closing of the Corporation's initial sale
of its Common Stock in a firm commitment underwriting involving a public
offering pursuant to a Registration Statement on Form S-1 under the Securities
Act of 1933, as amended, any action required or permitted to be taken at any
annual or special meeting of stockholders may be taken only upon the vote of the
stockholders at an annual or special meeting duly called and may not be taken by
written consent of the stockholders.

            NINTH: Special meetings of the stockholders of the Corporation, for
any purpose, or purposes, unless otherwise prescribed by statute, may be called
by the President and shall be called by the President or the Secretary at the
request in writing of a majority of the Board of Directors, the Chairman or any
Co-Chairman of the Board of Directors and shall be held at such place, on such
date, and at such time as shall be fixed by the person or persons calling the
meeting, but such special meetings may not be called by any other person or
persons. Such request shall state the purpose or purposes of the proposed
meeting. Business transacted at any special meeting of stockholders shall be
limited to the purposes stated in the notice.

            TENTH: At an annual meeting of stockholders, only such business
shall be conducted, and only such proposals shall be acted upon, as shall have
been brought before the annual meeting (a) by, or at the direction of, a
majority of the directors, or (b) by any stockholder of the Corporation who
complies with the notice procedures set forth in this Article TENTH. For a
proposal to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Corporation. To be timely, a stockholder's notice must be delivered to, or
mailed and received at, the principal executive offices of the Corporation not
less than 60 days prior to the scheduled annual meeting, regardless of any
postponements, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than 70 days' notice or prior public disclosure
of the date of the scheduled annual meeting is given or made, notice by the
stockholder, to be timely, must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made. A stockholder's notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the
annual meeting (a) a brief description of the proposal desired to be brought
before the annual meeting and the reasons for conducting such business at the
annual meeting, (b) the name and address, as they appear on the Corporation's
books, of the stockholder proposing such business and any other stockholders
known by such stockholder to be supporting such proposal, (c) the class and
number of shares of the Corporation's stock which are beneficially owned by the
stockholder on the date of such stockholder notice and by any other stockholders
known by such stockholder to be supporting such proposal on the date of such
stockholder notice, and (d) any financial interest of the stockholder in such
proposal.

            The presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the stockholder proposal was made in
accordance with the terms of this


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Article TENTH. If the presiding officer determines that a stockholder proposal
was not made in accordance with the terms of this Article TENTH, he shall so
declare at the annual meeting and any such proposal shall not be acted upon at
the annual meeting.

            This provision shall not prevent the consideration and approval or
disapproval at the annual meeting of reports of officers, directors and
committees of the Board of Directors, but, in connection with such reports, no
new business shall be acted upon at such annual meeting unless stated, filed and
received as herein provided.

            ELEVENTH: Subject to the rights, if any, of the holders of shares of
Preferred Stock then outstanding, if any, only persons who are nominated in
accordance with the following procedures shall be eligible for election as
directors. Nominations of persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders by or at the direction of
the Board of Directors, by any nominating committee or person appointed by the
Board, or by any stockholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the notice procedures set
forth in this Article ELEVENTH. Such nominations, other than those made by or at
the direction of the Board or by any nominating committee or person appointed by
the Board, shall be made pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's notice must be delivered to,
or mailed and received at, the principal executive offices of the Corporation
not less than 60 days prior to the scheduled annual meeting, regardless of any
postponement, deferrals or adjournments of that meeting to a later date;
provided, however, that if less than 70 days' notice or prior public disclosure
of the date of the scheduled annual meeting is given or made, notice by the
stockholder, to be timely, must be so delivered or received not later than the
close of business on the tenth day following the earlier of the day on which
such notice of the date of the scheduled annual meeting was mailed or the day on
which such public disclosure was made. A stockholder's notice to the Secretary
shall set forth (a) as to each person whom the stockholder proposes to nominate
for election or reelection as a director, (i) the name, age, business address
and residence address of the person, (ii) the principal number of shares of
capital stock of the Corporation which are beneficially owned by the person and
(iii) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to
Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to
the stockholder giving the notice (i) the name and address, as they appear on
the Corporation's books, of the stockholder and (ii) the class and number of
shares of the Corporation's stock which are beneficially owned by the
stockholder on the date of such stockholder notice. The Corporation may require
any proposed nominee to furnish such other information as may reasonably be
required by the Corporation to determine the eligibility of such proposed
nominee to serve as director of the Corporation.

            The presiding officer of the annual meeting shall determine and
declare at the annual meeting whether the nomination was made in accordance with
the terms of this Article ELEVENTH. If the presiding officer determines that a
nomination was not made in accordance with the terms of this Article ELEVENTH,
he shall so declare at the annual meeting and any such defective nomination
shall be disregarded.


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            TWELFTH: Notwithstanding anything contained in this Restated
Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 66- 2/3% of the outstanding shares of Common Stock of the
Corporation shall be required to amend or repeal Articles FIFTH, SIXTH, SEVENTH,
EIGHTH, NINTH, TENTH, ELEVENTH, TWELFTH, THIRTEENTH or FOURTEENTH of this
Restated Certificate of Incorporation or to adopt any provision inconsistent
therewith.

            The Board of Directors is expressly empowered to adopt, amend or
repeal the Bylaws of the Corporation. Any adoption, amendment or repeal of the
Bylaws of the Corporation by the Board of Directors shall require the approval
of a majority of the total number of authorized directors (whether or not there
exist any vacancies in previously authorized directorships at the time any
resolution providing for adoption, amendment or repeal is presented to the
Board). The stockholders shall also have power to adopt, amend or repeal the
Bylaws of the Corporation. In addition to any vote of the holders of any class
or series of stock of this Corporation required by law, the affirmative vote of
the holders of at least sixty-six and two-thirds percent (66-2/3%) of the
outstanding shares of Common Stock of the Corporation shall be required to
adopt, amend or repeal any provision of the Bylaws of the Corporation.

            THIRTEENTH: (a) Each person who was or is made a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director or officer
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another Corporation or of a partnership,
joint venture, limited liability company, trust or other enterprise, including
service with respect to employee benefit plans, whether the basis of such
proceeding is alleged action in an official capacity while serving as a
director, officer, employee or agent, shall be indemnified and held harmless by
the Corporation to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment), against all expense,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) actually and
reasonably incurred or suffered by such person in connection therewith and such
indemnification shall inure to the benefit of his or her heirs, executors and
administrators; provided, however, that, except as provided in subparagraph (b)
hereof, indemnification in connection with a proceeding (or part thereof)
initiated by such person shall be permitted hereunder only if such proceeding
(or part thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Article THIRTEENTH shall be a
contract right and shall include the right to be paid by the Corporation the
expenses incurred in defending any such proceeding in advance of its final
disposition; provided, however, that, if the Delaware General Corporation Law
requires, the payment of such expenses incurred by a director or officer in his
or her capacity as a director of officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in advance
of the final disposition of a proceeding, shall be made upon delivery to the
Corporation of an undertaking, by or on behalf of such director or officer, to


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repay all amounts so advanced if it shall ultimately be determined that such
director or officer is not entitled to be indemnified under this Article
THIRTEENTH or otherwise. The Corporation may, by action of its Board of
Directors, provide indemnification to employees and agents of the Corporation
with the same scope and effect as the foregoing indemnification of directors and
officers.

            (b) If a claim under subparagraph (a) of this Article THIRTEENTH is
not paid in full by the Corporation within thirty days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim or
otherwise to enforce his or her rights to indemnification and payment of
expenses and, if successful, in whole or in part, the claimant shall be entitled
to be paid also the expense of prosecuting such claim. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which make
it permissible under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set forth in the
Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the claimant has
not met the applicable standard of conduct.

            (c) The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition conferred
in this Article THIRTEENTH shall not be exclusive of any other right which any
person may have or hereafter acquire under any statute, provision of the
certificate of incorporation, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise.

            (d) The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the Corporation
or another corporation, partnership, joint venture, trust or other enterprise
against any such expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.

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

            FIFTEENTH:  The Corporation is to have perpetual existence.


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            SIXTEENTH: From time to time any of the provisions of this Restated
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 Restated Certificate of Incorporation are granted subject to the provisions
of this Article SIXTEENTH.

            IN WITNESS WHEREOF, this Corporation has caused this Restated
Certificate of Incorporation to be signed by Warren D. Fix, its Executive Vice
President, Chief Financial Officer and Secretary, this 14th day of October,
1996.


                                    CANDLEWOOD HOTEL COMPANY, INC.,
                                    A DELAWARE CORPORATION



                                    By:   /s/ Warren D. Fix
                                          -----------------------------------
                                          Warren D. Fix
                                          Executive Vice President, Chief
                                          Financial Officer and Secretary


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