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                                  EXHIBIT 3.1


                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                         NATIONAL EDUCATION CORPORATION


                 NATIONAL EDUCATION CORPORATION, a corporation organized and
existing under the laws of the State of Delaware, originally incorporated on
March 6, 1972 under the name of National Systems Corporation, hereby certifies
that the following sets forth the complete Restated Certificate of
Incorporation.

                 1.       The name of the Corporation is NATIONAL EDUCATION

CORPORATION.

                 2.       The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington,
County of New Castle.  The name of the registered agent of the Corporation at
such address is The Corporation Trust Company.

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

                 4.       The total number of shares of stock which the
Corporation shall have authority to issue is Fifty-Five Million (55,000,000)
consisting of two classes of shares designated respectively "Common Stock" and
"Preferred Stock", and referred to herein either as Common stock or Common
shares and Preferred stock or Preferred shares, respectively.  The number of
shares of Common stock shall be Fifty Million (50,000,000) and shall have a par





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value of $.01 per share, and the number of shares of Preferred stock shall be
Five Million (5,000,000) and shall have a par value of $.10 per share.

                 The Preferred shares may be issued from time to time in one or
more series.  The Board of Directors is authorized to fix the number of shares
of any series of Preferred shares and to determine the designation of any such
series.  The Board of Directors is also authorized to determine or alter the
rights, preferences, privileges, and restrictions granted to or imposed upon
any wholly unissued series of Preferred shares 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.

                 5.       The names of the incorporators are omitted pursuant
to Section 245(c) of the Delaware General Corporation Law.

                 6.       The Corporation is to have perpetual existence.

                 7.       The properties, business and affairs of the
Corporation shall be managed and controlled by a Board of Directors of not less
than three (3) members.  The number of directors which shall constitute the
whole Board shall be determined in the manner provided in the By-laws of the
Corporation.

                 The incorporators of this Corporation shall elect the first
Board of Directors and shall divide the Board into three classes as nearly
equal in number as possible, designated Class 1, Class 2 and Class 3.  The term
of office of Class 1 directors shall expire at the next annual meeting of
stockholders; of Class 2 directors one (1) year thereafter; of Class 3
directors two (2) years thereafter.  At each annual meeting of stockholders,
successors to the class of directors





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whose terms of office expire in that year shall be elected to hold office for a
term of three (3) years.  Each director shall hold office until his successor
is elected and qualified or until his earlier resignation or until his removal
in the manner provided in the By-laws of the Corporation.

                 8.       A majority of the whole Board of Directors is
empowered to make, alter or repeal the By-laws of the Corporation.  The
stockholders of the Corporation may adopt, amend or repeal By-laws of the
Corporation only by the affirmative vote of the holders of not less than
two-thirds of the issued and outstanding shares of stock of the Corporation.

                 9.       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 Section 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 Section 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 and the said reorganization shall, if sanctioned by the court to
which the said application has been made, be binding on all the





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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.

                 10.      Meetings of stockholders may be held within or
without the State of Delaware, as the By-laws may provide.  The books of the
Corporation may be kept (subject to any provisions contained in the statutes)
outside the State of Delaware at such place or places as may be designed from
time to time by the Board of Directors or in the By-laws of the Corporation.
Elections of directors need not be by written ballot unless the By-laws of the
Corporation shall so provide.

                 Any action required or permitted to be taken by the
stockholders of the Corporation must be taken at an annual or special meeting
of stockholders and may not be taken by consent in writing.

                 11.      1.      In addition to any voting and any other
requirements under Delaware law, this Certificate or the By-laws, the
affirmative vote of the holders of shares of capital stock of the Corporation
representing at least a majority of the Non-Affiliated Shares (as hereinafter
defined), shall be required for the adoption or authorization of a Business
Combination (as hereinafter defined) with any Dominant Stockholder (as
hereinafter defined).  Such affirmative vote shall be required notwithstanding
the fact that no vote, or different voting classification, or a lesser
percentage, may be required by law or otherwise.  The voting requirement set
forth above shall not be applicable if the definitive agreement or other
arrangements to effectuate a Business Combination with a Dominant Stockholder
are approved by a majority of the directors of the Corporation who were
directors prior to the time when such Dominant Stockholder became a Dominant
Stockholder and continue to be directors at the time the determination is made
(the "Continuing Directors").  Such determination shall be made by





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a majority of the Continuing Directors even if such majority does not
constitute a quorum of the members of the Board of Directors then in office.
In addition, the voting requirement specified above shall not be applicable if
the cash, or fair market value of other consideration, to be received per share
by the holders of each class or series of capital stock of the Corporation in a
Business Combination with a Dominant Stockholder is not less than the highest
per share price (including brokerage commissions and/or soliciting dealers'
fees) paid by such Dominant Stockholder in acquiring any shares of such class
or series, respectively.  For purposes of the foregoing, the fair market value
of "other consideration" and/or the highest per share price (unless all shares
were acquired by the Dominant Stockholder for cash) shall be conclusively
determined by an investment banking firm selected by a majority of the
Continuing Directors, if any.  If there are no Continuing Directors at such
time, or if the Continuing Directors have not selected an investment banking
firm to make such determination, any determination of such fair market value or
highest price by the then existing Board of Directors or an investment banking
firm selected by them shall not give rise to any presumption that such
determination is correct and any stockholder wishing to do so may contest the
same.

                 The provisions of this Paragraph 11 shall also apply to a
Business Combination with any person (as hereinafter defined) which at any time
has been a Dominant Stockholder, notwithstanding the fact that such person is
no longer a Dominant Stockholder, if, at the time the definitive agreement or
other arrangements relating to a Business Combination with such person was
entered into, it was a Dominant Stockholder or if, as of the record date for
the determination of stockholders entitled to notice of and to vote on the
Business Combination, such person is an "affiliate" (as hereinafter defined) of
the Corporation or of a Dominant Stockholder.





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                          2.      For the purposes of this Paragraph 11, the
term "Dominant Stockholder" shall mean any corporation, person or other entity
(a "person") which beneficially owns, directly or indirectly, shares of capital
stock of the Corporation representing ten percent (10%) or more of all votes
entitled to be cast in elections of directors (considered for this purpose as
one class); (b) a person shall be deemed to "beneficially own" any shares of
capital stock of the Corporation (i) which it has the right to acquire, hold or
vote pursuant to any agreement, arrangement or undertaking or upon exercise of
conversion rights, warrants, options or otherwise, or (ii) which are
beneficially owned, directly or indirectly (including shares deemed owned
through application of the foregoing clause (i)), by any other person (A) with
which it or its "affiliate" or "associate" (as those terms are defined in Rule
12b-2 of the General Rules and Regulations under the Securities Exchange Act of
1934 as in effect on March 1, 1983) has any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of
shares of capital stock of the Corporation or (B) which is its "affiliate" or
"associate"; (c) the term "outstanding shares of any class of capital stock of
the Corporation" shall include shares deemed owned through the application of
the foregoing clauses (i) and (ii) but shall not include any other shares which
may be issuable pursuant to any agreement, arrangement or understanding or upon
exercise of conversion rights, warrants, options or otherwise; (d) the term
"Business Combination" shall include any merger or consolidation of the
Corporation with or into any other person, or the sale or lease (or series of
sales or leases) of all or a substantial portion of the assets (except assets
having a fair market value of less than $10,000,000) of the Corporation to any
other person, or any sale or lease (or series of sales or leases) by any person
to the Corporation or any subsidiary thereof, in exchange for securities of the
Corporation, of any assets (except assets having an aggregate fair market value
of less





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than $10,000,000), or any reclassification or recapitalization of the
outstanding shares or issuance of additional shares of any class of capital
stock of the Corporation if the effect of such transaction is to increase the
relative voting power of any Dominant Stockholder; (e) the term "other
consideration to be received" shall mean, in the event of a Business
Combination in which the Corporation is the surviving corporation, capital
stock of the Corporation retained by its existing public stockholders and (f)
the term "Non-Affiliated Shares" shall mean all shares of capital stock of the
Corporation entitled to be cast in election of directors, considered for
purposes hereof as one class, which are not beneficially owned by the Dominant
Stockholder.

                          3.      A majority of the Continuing Directors shall
have the power and duty, consistent with their fiduciary obligations, to
determine for the purposes of this Paragraph 11 on the basis of information
known to them whether (a) a person is a Dominant Stockholder, (b) any person is
an "affiliate" or "associate" (as defined above) of another, (c) any person has
an agreement, arrangement or understanding with another, or (d) the assets
being disposed of or acquired by the Corporation, or any subsidiary thereof,
either alone or in a related series of transactions, have an aggregate fair
market value of less then $10,000,000.

                          4.      No amendment to the Certificate of
Incorporation of the Corporation shall amend, alter, change or repeal any of
the provisions of this Paragraph 11, unless the amendment effecting such
amendment, alteration, change or repeal shall receive the affirmative vote of
the holders of shares of capital stock of the Corporation representing
seventy-five percent (75%) of all votes entitled to be cast in elections of
directors, considered for the purposes of this Paragraph 11 as one class.

                 12.      To the fullest extent permitted by the General
Corporation Law of the State of Delaware as the same exists or may hereafter be
amended, a director of the Corporation shall





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not be liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director.

                 Any repeal or modification of this Article shall not result in
any liability for a director with respect to any action or omission occurring
prior to such repeal or modification.

                 This Restated Certificate of Incorporation has been duly
adopted in accordance with the provisions of Section 245 of the Delaware
General Corporation Law by approval of the Board of Directors of the
Corporation.

                 IN WITNESS WHEREOF, NATIONAL EDUCATION CORPORATION has caused
this Restated Certificate of Incorporation to be signed by its Vice President
and attested to by its Assistant Secretary as of the 30th day of April, 1987.



                                              NATIONAL EDUCATION CORPORATION


                                              BY:
                                                  ----------------------------
                                                  Jeffrey A. Brill
                                                  Vice President


ATTEST:



------------------------------
Judy Bayersdorfer
Assistant Secretary





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