**Exhibit 3.1**

RESTATED CERTIFICATE OFINCORPORATION

OF

VERTIS, INC.

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Vertis, Inc., acorporation organized and existing under the laws of the State of Delaware (the“Corporation”), hereby certifies as follows:

1.             The name of the corporation is Vertis, Inc. and the nameunder which the corporation was originally incorporated is BFP HoldingsCorp.  The date of filing of its originalCertificate of Incorporation with the Secretary of State was July 14, 1993.

2.             This Restated Certificate of Incorporation only restatesand integrates and does not further amend the provisions of the Certificate ofIncorporation of this corporation as theretofore amended or supplemented andthere is no discrepancy between those provisions and the provisions of this RestatedCertificate of Incorporation.

3.             The text of the Certificate of Incorporation as amendedor supplemented heretofore is hereby restated without further amendments orchanges to read as herein set forth in full:

**FIRST:                  **The name of the Corporation is Vertis, Inc.(hereinafter the “Corporation”).  The Corporation was originally incorporatedunder the name BFP Holdings Corp. and the original Certificate of Incorporationof the Corporation was filed with the Secretary of State of the State ofDelaware on July 14, 1993.

**SECOND:             **Theaddress of the registered office of the Corporation in the State of Delaware is 2711 Centerville Road, Suite 400,in the City of Wilmington, County of New Castle. The name of its registeredagent at that address is Corporation Service Company.

**THIRD:                 **The purpose of the Corporation is to engage in anylawful act or activity for which a corporation may be organized underthe General Corporation Law of the State ofDelaware as set forth in Title 8 of the Delaware Code (the “GCL”).

**FOURTH:**The aggregate number ofshares which the Corporation shall have authority to issue shall be threethousand (3,000), consisting of three thousand (3,000) shares of Common Stock,par value $0.01 per share. No shares of the previously designated Series AJunior Preferred Stock having been issued, such series is hereby terminatedand all matters set forth in this certificate of incorporation with respect tosuch series are hereby eliminated from thiscertificate of incorporation. No shares of the Class B Common Stock remainingoutstanding, 

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been terminatedand all matters set forth in this certificate of incorporation with respect tosuch series have been eliminated from thiscertificate of incorporation.

**FIFTH:                   **Thefollowing provisions are inserted for the management of the business and the conduct of the affairs of theCorporation, and for further definition, limitation and regulation of thepowers of the Corporation, and of its directors and stockholders:

(1)           The business and affairs of the Corporation shall bemanaged by or under the direction of the Board of Directors. The Board ofDirectors shall consist of not less than three nor more than 12 members, theexact number of which shall be fixed from time to time by**the Board of Directors.

(2)           In furtherance and not in limitation of the powersconferred by statute, the Boardof Directors is expressly authorized to make, adopt, alter, amend, change orrepeal the Bylaws of the Corporation.Stockholders may make, adopt, alter, amend, change or repeal the Bylaws of theCorporation upon the affirmative vote of the holders of a majority of theoutstanding shares of Common Stock.

(3)           No director shall be personallyliable to the Corporation or any of its stockholders for monetary damages forbreach of fiduciary duty as a director, except for liability (i) for any breachof the director’s duty of loyalty to the Corporation or its stockholders, (ii)for acts or omissions not in good faith or which involve intentional misconductor a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv)for any transaction from which the director derived an improper personalbenefit. Any repeal or modification of the Article FIFTH by the stockholders ofthe Corporation shall not adversely affect any right or protection of adirector of the Corporation existing at the time of such repeal or modificationwith respect to acts or omissions occurring prior to such repeal ormodification.

(4)           In addition to the powers andauthority hereinbefore or by statute expressly conferred upon them, thedirectors are hereby empowered to exercise all such powers and do all such actsand things as may be exercised or done by the Corporation, subject,nevertheless, to the provisions of the GCL, this Certificate of Incorporation,and any Bylaws adopted by the stockholders; provided, however, that no Bylawshereafter adopted by the stockholders shall invalidate any prior act of thedirectors which would have been valid if such Bylaws had not been adopted.

**SIXTH**:               Meetingsof stockholders may be held within or without the State of Delaware, as theBylaws may provide. The books of the Corporation may be kept (subject to anyprovision contained in the GCL) outside the State of Delaware at such place orplaces as may be designated from time to time by the Board of Directors or inthe Bylaws of the Corporation.

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**SEVENTH:**The Corporation reserves the right to amend, alter, change or repeal anyprovision contained in this Certificate of Incorporation, in the manner now orhereafter prescribed by statue, and all rights conferred upon stockholdersherein are granted subject to this reservation.

**EIGHTH:**                Any act or transaction by orinvolving the Corporation that requires for its adoption under the GeneralCorporation Law of the State of Delaware or this certificate of incorporationthe approval of the stockholders of the Corporation shall, by virtue of thisreference to Section 251(g) of the General Corporation Law of the State ofDelaware, require, in addition, the approval of the stockholders of Big FlowerHoldings, Inc., a Delaware corporation, or any successor thereto by merger, solong as such corporation or its successor is the ultimate parent, directly orindirectly, of this Corporation, by the same vote that is required by the GeneralCorporation Law of the State of Delaware and/or the certificate ofincorporation of this Corporation. For the purposes of this Article Eighth, theterm “parent” shall mean a corporation that owns, directly or indirectly, atlease a majority of the outstanding capital stock of this Corporation entitledto vote in the election of directors of this Corporation without regard to theoccurrence of any contingency.

4.                              This RestatedCertificate of Incorporation was duly adopted by the Board of Directors in accordancewith Section 245 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, theCorporation has caused this Certificate to be signed by Michael T. DuBose, itsChairman and Chief Executive Officer, this 9th day of March, 2007.
|        |                                  | /S/ Michael T. DuBose |   |
|--------|---------------------------------------|-----------------------|--------|
|   | By: Michael T.  DuBose                |
|   | Chairman and  Chief Executive Officer |

 

 

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