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                                                                     EXHIBIT 3.1

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                       PEOPLES EDUCATIONAL HOLDINGS, INC.


                                ARTICLE 1 - NAME

         1.1) The name of the corporation shall be Peoples Educational Holdings,
Inc.


                          ARTICLE 2 - REGISTERED OFFICE

         2.1) The registered office of the corporation is located at: Riverpoint
Investments, Inc., 2160 World Trade Center, St. Paul, MN 55101.


                            ARTICLE 3 - CAPITAL STOCK

         3.1) Authorized Shares; Establishment of Classes and Series. The
aggregate number of shares the corporation has authority to issue shall be
25,000,000 shares, par value $.02, consisting of 15,000,000 common shares and
10,000,000 undesignated shares. The Board of Directors is authorized to
establish from the undesignated shares, by resolution adopted and filed in the
manner provided by law, one or more classes or series of shares (which may
include but is not limited to designation as additional common shares), and to
fix the relative rights and preferences of each such class or series.

         3.2) Issuance of Shares. The Board of Directors of the corporation is
authorized from time to time to accept subscriptions for, issue, sell and
deliver shares of any class or series of the corporation to such persons, at
such times and upon such terms and conditions as the Board shall determine,
valuing all nonmonetary consideration and establishing a price in money or other
consideration, or a minimum price, or a general formula or method by which the
price will be determined.

         3.3) Issuance of Rights to Purchase Shares. The Board of Directors is
further authorized from time to time to grant and issue rights to subscribe for,
purchase, exchange securities for, or convert securities into, shares of the
corporation of any class or series, and to fix the terms, provisions and
conditions of such rights, including the exchange or conversion basis or the
price at which such shares may be purchased or subscribed for.


                       ARTICLE 4 - RIGHTS OF SHAREHOLDERS




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         4.1) Preemptive Rights. No shares of any class or series of the
corporation shall entitle the holders to any preemptive rights to subscribe for
or purchase additional shares of that class or series or any other class or
series of the corporation now or hereafter authorized or issued.

         4.2) No Cumulative Voting Rights. There shall be no cumulative voting
by the shareholders of the corporation.


                     ARTICLE 5 - WRITTEN ACTION BY DIRECTORS

         5.1) Any action required or permitted to be taken at a Board meeting
may be taken by written action signed by all of the directors or, in cases where
the action need not be approved by the shareholders, by written action signed by
the number of directors that would be required to take the same action at a
meeting of the Board at which all directors were present.


          ARTICLE 6 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION

         6.1) Where approval of shareholders is required by law, the affirmative
vote of the holders of at least a majority of the voting power of all shares
entitled to vote shall be required to authorize the corporation (i) to merge
into or with one or more other corporations, (ii) to exchange its shares for
shares of one or more other corporations, (iii) to sell, lease, transfer or
otherwise dispose of all or substantially all of its property and assets,
including its good will, or (iv) to commence voluntary dissolution.


               ARTICLE 7 - AMENDMENT OF ARTICLES OF INCORPORATION

         7.1) Any provision contained in these Articles of Incorporation may be
amended, altered, changed or repealed by the affirmative vote of the holders of
at least a majority of the voting power of the shares present and entitled to
vote at a duly held meeting or such greater percentage as may be otherwise
prescribed by the laws of the State of Minnesota.


                      ARTICLE 8 - ELIMINATION OF LIABILITY

         8.1) No director of the corporation shall have personal liability to
the corporation or its shareholders for monetary damages for any breach of
fiduciary duty, except for the following:

         (a) any breach of a director's duty of loyalty to the corporation or
its shareholders;

         (b) any act or omission not in good faith, or that involved intentional
misconduct or a knowing violation of law;



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         (c) any act prohibited under or regulated by Minnesota Statutes Section
302A.559 concerning illegal distributions to shareholders, or by Minnesota
Statutes Section 80A.23 concerning securities violations; or

         (d) any transaction from which the director derives an improper
personal benefit.

Any repeal or modification of this Article 8 by the shareholders of the
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director of the corporation existing
at the time of such repeal or modification.



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