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EXHIBIT 3.1
TO FORM 10-K FOR 1996                       USCS INTERNATIONAL, INC.

               SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                             OF USCS INTERNATIONAL, INC.

WHEREAS,  USCS International, Inc. was incorporated in Delaware on April 10,
1996; and

WHEREAS, the First Amended and Restated Certificate of Incorporation of USCS
International, Inc. was adopted by the Board of Directors and the sole
shareholder of USCS International, Inc. on April 18, 1996; and

WHEREAS, the First Amended and Restated Certificate of Incorporation of USCS
International, Inc. provided for an automatic stock split, conversion of
Non-Voting Common to Voting Common and the elimination of the Non-Voting Common
class of stock upon an initial public offering of the stock of USCS
International, which initial public offering took place on June 21, 1996; and

WHEREAS, on March 5, 1997, the Board of Directors and holders of the majority of
shares of USCS International, Inc. entitled to vote decided it is in the best
interests of the company to amend and restate the Certificate of Incorporation
to delete references to the events which have already automatically taken place
because of the happening of the initial public offering and to thereby more
clearly state the current capital structure of the company;

NOW, THEREFORE, the Second Amended and Restated Certificate of Incorporation of
USCS International, Inc. is as follows:

         FIRST:  The name of the corporation is USCS International, Inc. (the
"Corporation").

         SECOND:  The address of the Corporation's registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City
of Wilmington, County of New Castle 19801.  The name of its registered agent at
such address is The Corporation Trust 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 Corporation is authorized to issue two classes of stock
to be designated, respectively, "Common Stock" and "Preferred Stock".  The total
number of shares that this Corporation is authorized to issue is fifty million
(50,000,000). The number of shares of Common Stock authorized to be issued is
forty million (40,000,000), par value $.05 per share. The number of shares of
Preferred Stock authorized to be issued is ten million (10,000,000), par value
$.05 per share.  The Preferred Stock authorized by this


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Certificate of Incorporation may be issued from time to time in one or more
series.  The Board of Directors of the Corporation is hereby authorized to
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series of Preferred subsequent to the
issue of shares of such series.  The Board of Directors is hereby further
authorized to fix, or alter all or any of, the dividend rights, dividend rate,
conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), the redemption price or prices, and the liquidation
preferences of any wholly unissued series of Preferred, and to fix the number of
shares constituting any such series and the designations of such series.  The
term "fixed for such series" and correlative terms as used in this Article
FOURTH shall mean, with respect to any series of Preferred, as stated in a
resolution or resolutions lawfully adopted by the Board of Directors in exercise
of such authority hereinabove granted.

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

         SIXTH:  The number of directors which constitute the whole Board of
Directors of the corporation shall be as specified in the Bylaws of the
Corporation.  At each annual meeting of stockholders, directors of the
corporation shall be elected to hold office until the expiration of the term for
which they are elected and until their successors have been duly elected and
qualified; except that if any such election shall not be so held, such election
shall take place at a stockholders' meeting called and held in accordance with
the Delaware General Corporation Law.

         Effective upon the closing of a firm commitment underwritten public
offering of the Corporation's Common Stock pursuant to a registration statement
on Form S-1 under the Securities Act of 1933, as amended, the directors of the
corporation shall be divided into three classes as nearly equal in size as is
practicable, hereby designated Class I, Class II and Class III.  The term of
office of the initial Class I directors shall expire at the first
regularly-scheduled annual meeting of the stockholders following the effective
date of this Certificate of Incorporation (the "Effective Date"), the term of
office of the initial Class II directors shall expire at the second annual
meeting of the stockholders following the Effective Date and the term of office
of the initial Class III directors shall expire at the third annual meeting of
the stockholders following the Effective Date.  At each annual meeting of
stockholders, commencing with the first regularly-scheduled annual meeting of
stockholders following the Effective Date, each of the successors elected to
replace the directors of a Class whose term shall have expired at such annual
meeting shall be elected to hold office until the third annual meeting next
succeeding his or her election and until his or her respective successor shall
have been duly elected and qualified.

         If the number of directors is hereafter changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is practicable,
provided that no decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         SEVENTH:  Effective upon the closing of a firm commitment underwritten
public offering of the Corporation's Common Stock pursuant to a registration
statement on Form S-1 under the Securities Act of 1933, as amended, vacancies
occurring on the Board of Directors for any reason and newly created
directorships resulting from an increase in the authorized number of directors
may be filled only by vote of a majority of the remaining members of the Board
of Directors, although less than a quorum, at any meeting of the Board of
Directors.  A person so elected by the Board of Directors to fill a vacancy or
newly


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created directorship shall hold office until the next election of the Class for
which such director shall have been chosen and until his or her successor shall
have been duly elected and qualified.

         EIGHTH:  The election of directors need not be by written ballot
unless a stockholder demands election by written ballot at the meeting and
before the voting begins or unless the bylaws of the Corporation so provide.

         NINTH:  To the fullest extent permitted by the General Corporation Law
of Delaware as the same exists or as may hereafter be amended, no director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Neither any amendment nor repeal of this Article NINTH, nor the adoption of any
provision of this Certificate of Incorporation inconsistent with this Article
NINTH, shall eliminate or reduce the effect of this Article NINTH in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article NINTH, would accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.

         TENTH:  The Corporation reserves the right at any time, and from time
to time, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, 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
now or hereafter prescribed by law; and all rights, preferences and privileges
of whatsoever nature conferred upon stockholders, directors or any other persons
whomsoever by and pursuant to this Certificate of Incorporation in its present
form or as hereafter amended are granted subject to the rights reserved in this
article.

         ELEVENTH: The Corporation shall not, without first obtaining the
affirmative vote of not less than sixty-six and two-thirds percent (66-2/3%)
amend or repeal any provision of, or add any provision to Articles Sixth or
Seventh of the Corporation's Articles of Incorporation.


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                           CERTIFICATE OF CEO AND SECRETARY
                                REGARDING ADOPTION OF
                             SECOND AMENDED AND RESTATED
                           CERTIFICATE OF INCORPORATION OF
                               USCS INTERNATIONAL, INC.


         JAMES C. CASTLE and MARY G. JORDAN certify that:

         1.   They are the Chief Executive Officer and Secretary, respectively,
of USCS INTERNATIONAL, INC., a Delaware corporation.

         2.   That at a meeting of the Board of Directors of said corporation,
duly held at Rancho Cordova, California, on March 5, 1997 at which all Board
members were present, the Second Amended and Restated Certificate of
Incorporation of USCS International, Inc. to which this certificate is attached,
was unanimously adopted by said Board.

         3.   The foregoing Second Amended and Restated Certificate of
Incorporation of USCS International, Inc. was duly approved by a majority of the
shares of the corporation entitled to vote thereon on March 5, 1997.

         We declare under penalty of perjury that the matters set forth in this
certificate are true and correct of our own knowledge.

Date:    March 5, 1997

                                       /James C. Castle/
                                       ------------------------------
                                       James C. Castle
                                       Chief Executive Officer
                                       USCS INTERNATIONAL, INC.


                                       /Mary G. Jordan/
                                       ------------------------------
                                       Mary G. Jordan
                                       Secretary
                                       USCS INTERNATIONAL, INC.


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                               STOCKHOLDER CONSENT TO
                             SECOND AMENDED AND RESTATED
                            CERTIFICATE OF INCORPORATION
                             OF USCS INTERNATIONAL, INC.



Pursuant to Section 228(a) of the Delaware General Corporation Law, the
undersigned stockholders, owning in the aggregate a majority of the issued and
outstanding stock of USCS International, Inc. (the "Company"), do hereby consent
to and ratify the adoption of the Second Amended and Restated Certificate of
Incorporation of the Company.

WESTAR CAPITAL
By: Westar Capital Associates, its General Partner

/Charles Martin/
Charles Martin, General Partner
3/5/97

USCS INTERNATIONAL EMPLOYEE STOCK OWNERSHIP PLAN
By:  Imperial Trust Company, Trustee

/Charles Driscoll/
Charles Driscoll, Trust Officer
3/5/97


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