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                                                                     EXHIBIT 3.1


                                    RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                                QUIKSILVER, INC.

         The undersigned, Robert B. McKnight, Jr. and Randall L. Herrel, Sr.,
certify that they are the Chief Executive Officer and Secretary, respectively,
of Quiksilver, Inc., a corporation organized and existing under the laws of the
State of Delaware (the "Company"), and do hereby further certify as follows:

         A. The name of the Company is QUIKSILVER, INC.

         B. The original Certificate of Incorporation of the Company was filed
in the office of the Delaware Secretary of State on October 24, 1986.

         C. This Restated Certificate of Incorporation has been duly adopted by
the Board of Directors and by the Stockholders of the Company in accordance with
the applicable provisions of Section 242 and 245 of the General Corporation Law
of the State of Delaware.

         D. The text of the Certificate of Incorporation of the Company is
hereby amended and restated to read in its entirety as follows:

                  FIRST: The name of this corporation is Quiksilver, Inc.
         (hereinafter referred to as the "Company").

                  SECOND: The address of the Company's registered office in the
         State of Delaware is 1013 Centre Road, Wilmington, New Castle County,
         Delaware. The name of the Company's registered agent at that address is
         United States Corporation Company.

                  THIRD: The purpose of the Company is to engage in any lawful
         act or activity for which a corporation may be organized under the
         General Corporation Law of Delaware.

                  FOURTH:

                      A. The total number of shares of all classes of stock that
         the Company shall have authority to issue is thirty-five million
         (35,000,000), consisting of:
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                                    (1) thirty million (30,000,000) shares of
                           Common Stock, with a par value of $.01 per share; and

                                    (2) five million (5,000,000) shares of
                           Preferred Stock, with a par value of $.01 per share.

                           B. The shares of Preferred Stock 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 Stock
         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 Stock 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 issuance of shares of that series.

                  FIFTH: A director of the Company shall not be personally
         liable to the Company or its stockholders for monetary damages for
         breach of fiduciary duty as a director, except for liability (i) for
         any breach of the director's duty of loyalty to the Company 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 the Delaware General Corporation Law, or (iv) for
         any transaction from which the director derived an improper personal
         benefit.

                                    If the Delaware General Corporation Law is
         hereafter amended to authorize the further elimination or limitation of
         the liability of a director, then the liability of a director of the
         Company shall be eliminated or limited to the fullest extent permitted
         by the Delaware General Corporation Law, as so amended.

                                    Any repeal or modification of the foregoing
         provisions of this Article FIFTH by the stockholders of the Company
         shall not adversely affect any right or protection of a director of the
         Company existing at the time of such repeal or modification.

                  SIXTH: In furtherance and not in limitation of the powers
         conferred by statute, the Board of Directors is expressly authorized to
         make, alter or repeal the bylaws of the Company.

                  SEVENTH: Election of directors need not be by written ballot
         unless the bylaws of the Company shall so provide.


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         E. The undersigned further declare under penalty of perjury under the
laws of the State of Delaware that this Restated Certificate of Incorporation is
the act and deed of the Company and that the facts stated herein are true.

DATED:  April __, 1996                               QUIKSILVER, INC.

                                                     /s/ Robert B. McKnight, Jr.
                                                     ---------------------------
                                                     Robert B. McKnight, Jr.
                                                     Chief Executive Officer

ATTEST:

-----------------------------------
Randall L. Herrel, Sr., Secretary


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