Exhibit 3.1


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      CENTRAL TRACTOR FARM & COUNTRY, INC.


         FIRST:  The name of the  Corporation is Central Tractor Farm & Country,
Inc.

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

         THIRD:  The nature of the  business  and  purposes to be  conducted  or
promoted by the Corporation are as follows:

                  To  engage  in any  construction,  manufacturing,  mercantile,
                  selling,  management,  service or other business, operation or
                  activity,  and to promote any  activity  which may be lawfully
                  carried  on  by a  corporation  organized  under  the  General
                  Corporation  Law of the  State  of  Delaware,  whether  or not
                  related to the foregoing,  and to have and exercise all of the
                  powers  conferred  by the laws of the State of  Delaware  upon
                  corporations  incorporated  or  organized  under  the  General
                  Corporation Law of the State of Delaware.

         FOURTH:  The  total  number  of  shares  of  capital  stock  which  the
Corporation  shall have authority to issue is three  thousand  (3,000) shares of
Common Stock with par value $0.01 per share.

         Any and all such shares  issued,  and for which the full  consideration
has been paid or  delivered,  shall be deemed fully paid stock and the holder of
such shares shall not be liable for any further call or  assessment or any other
payment thereon.

         The Board of Directors is authorized to issue,  from time to time,  all
or any portion of the capital stock of the Corporation,  of any class, which may
have been  authorized  but not issued or otherwise  reserved for issue,  to such
person or persons  and for such  lawful  consideration  (including  property  or
services at their fair value), as it may deem appropriate,  and generally in its
absolute discretion to determine the terms and manner of any disposition of such
authorized but unissued capital stock.

         FIFTH:  In  furtherance  and not in limitation  of powers  conferred by
statute, it is further provided:
<PAGE>
Restated Certificate of Incorporation of
Central Tractor Farm & Country, Inc.
Page 2


                  (a) Election of directors need not be by written ballot unless
so provided in the By-Laws of the Corporation.

                  (b) The Board of Directors is expressly  authorized  to adopt,
amend or repeal the By-Laws of the Corporation.

         SIXTH:  (a)  Indemnification  Other than Actions by or on Behalf of the
Corporation.  The Corporation shall indemnify and hold harmless,  to the fullest
extent  permitted by applicable  law as it presently  exists or may hereafter be
amended, any person who was or is a party or is threatened to be made a party or
is otherwise  involved in any threatened,  pending or completed action,  suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the  Corporation) by reason of the fact that he,
or a  person  for whom he is the  legal  representative,  is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer,  partner,  member,  trustee,
employee or agent of another corporation,  partnership,  joint venture,  limited
liability  company,  trust or other enterprise or non-profit  entity against all
liability,  losses, expenses (including attorneys' fees), judgments,  fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action,  suit or  proceeding if he acted in good faith and in a manner
he  reasonably  believed  to be in or not  opposed to the best  interest  of the
Corporation,  and,  with respect to any criminal  action or  proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo  contendere  or its  equivalent,  shall not,  of  itself,  create a
presumption  that the person did not act in good faith and in a manner  which he
reasonably  believed  to be in or  not  opposed  to  the  best  interest  of the
Corporation,  and,  with  respect  to any  criminal  action or  proceeding,  had
reasonable cause to believe that his conduct was unlawful.

                  (b)  Indemnification  in  Actions  by  or  on  Behalf  of  the
Corporation. The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened,  pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director,  officer,  employee or agent
of the Corporation,  or is or was serving at the request of the Corporation as a
director,  officer,  partner,  member,  trustee,  employee  or agent of  another
corporation,  partnership,  joint venture,  limited liability company,  trust or
other  enterprise or non-profit  entity against expenses  (including  attorneys'
fees) actually and reasonably  incurred by him in connection with the defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Corporation;  except  that no  indemnification  shall be made in  respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Corporation  unless and only to the  extent  that the Court of  Chancery  of the
State of Delaware  or the court in which such  action or suit was brought  shall
determine upon application

<PAGE>
Restated Certificate of Incorporation of
Central Tractor Farm & Country, Inc.
Page 3


that despite the adjudication of liability but in view of all the  circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses  which the Court of  Chancery  of the State of  Delaware  or such other
court shall deem proper.

                  (c)  Indemnification  as to  Expenses.  To the extent that any
person  referred  to in  paragraphs  (a) or (b) of this  Article  SIXTH has been
successful  on the  merits  or  otherwise  in  defense  of any  action,  suit or
proceeding  referred  to  therein,  or in defense of any claim,  issue or matter
therein, he or she shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him or her in connection therewith.

                  (d)  Authorization.  Any  indemnification  under this  Article
SIXTH  (unless  ordered  by a court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer, partner, member, trustee, employee or agent is proper in the
circumstances because such person has met the applicable standard of conduct set
forth in paragraph (a) or (b) of this Article SIXTH. Such determination shall be
made: (i) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action,  suit or  proceeding,  or (ii) if
such  a  quorum  is  not  obtainable,  or,  even  if  obtainable,  a  quorum  of
disinterested  directors so directs,  by  independent  legal  counsel in written
opinion, or (iii) by the stockholders.

                  (e) Expense  Advance.  Expenses  (including  attorneys'  fees)
incurred by an officer or director of the  Corporation  in defending  any civil,
criminal, administrative or investigative action, suit or proceeding may be paid
by the Corporation in advance of the final  disposition of such action,  suit or
proceeding  as  authorized  by the Board of Directors in the manner  provided in
paragraph  (d) of this  Article  SIXTH upon receipt of an  undertaking  by or on
behalf  of such  officer  or  director  to repay  such  amount,  unless it shall
ultimately be determined  that such person is entitled to be  indemnified by the
Corporation  as  authorized  in this Article  SIXTH.  Such  expenses  (including
attorneys' fees) incurred by other employees or agents of the Corporation may be
so paid upon such terms and conditions,  if any, as the Board of Directors deems
appropriate.

                  (f)  Nonexclusivity.  The  indemnification  and advancement of
expenses  provided by, or granted  pursuant to, this Article  SIXTH shall not be
deemed exclusive of any other rights to which those seeking  indemnification  or
advancement  of expenses may be entitled under any statute,  by-law,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in an official  capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  partner,  member,  trustee,  employee  or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

<PAGE>
Restated Certificate of Incorporation of
Central Tractor Farm & Country, Inc.
Page 4


                  (g) Insurance.  The  Corporation  shall have power to purchase
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer,  partner,  member,  trustee,
employee or agent of another corporation,  partnership,  joint venture,  limited
liability  company,  trust or other enterprise or non-profit  entity against any
liability  asserted against and incurred by him or her in any such capacity,  or
arising out of his or her status as such,  whether or not the Corporation  would
have the  power to  indemnify  such  person  against  such  liability  under the
provisions  of  this  Article  SIXTH  or  Section  145 of the  Delaware  General
Corporation Law.

                  (h) "The Corporation". For the purposes of this Article SIXTH,
references to "the Corporation" shall include the resulting  corporation and, to
the extent that the Board of Directors of the resulting  corporation so decides,
all  constituent  corporations  (including  any  constituent  of a  constituent)
absorbed in a  consolidation  or merger  which,  if its separate  existence  had
continued,  would  have had power and  authority  to  indemnify  its  directors,
officers  and  employees  or agents so that any person who is or was a director,
officer,  employee  or  agent  of such a  constituent  corporation  or is or was
serving at the request of such  constituent  corporation  as director,  officer,
partner, member, trustee, employee or agent of another corporation, partnership,
joint  venture,   limited  liability  company,  trust  or  other  enterprise  or
non-profit  entity shall stand in the same position under the provisions of this
Article  SIXTH with respect to the  resulting or  surviving  corporation  if its
separate existence had continued.

                  (i) Other Indemnification.  The Corporation's  obligation,  if
any, to indemnify any person who was or is serving at its request as a director,
officer,  partner,  member,  trustee,  employee or agent of another corporation,
partnership, joint venture, limited liability company, trust or other enterprise
or  non-profit  entity shall be reduced by any amount such person may collect as
indemnification from such other corporation, partnership, joint venture, limited
liability  company,  trust or other  enterprise  or  non-profit  entity  or from
insurance.

                  (j) Other  Definitions.  For purposes of this  Article  SIXTH,
references  to  "other   enterprises"  shall  include  employee  benefit  plans;
references to "fines"  shall include any excise taxes  assessed on a person with
respect to an employee  benefit plan;  and references to "serving at the request
of the Corporation" shall include any service as a director,  officer,  partner,
member,  trustee,  employee or agent of the Corporation which imposes duties on,
or involves  services by, such  director,  officer,  partner,  member,  trustee,
employee,  or agent with respect to an employee benefit plan, its  participants,
or beneficiaries; and a person who acted in good faith and in a manner he or she
reasonably  believed to be in the interest of the participants and beneficiaries
of an  employee  benefit  plan  shall be deemed to have  acted in a manner  "not
opposed to the best interests of the Corporation" as referred to in this Article
SIXTH.

<PAGE>

Restated Certificate of Incorporation of
Central Tractor Farm & Country, Inc.
Page 5


                  (k) Continuation of  Indemnification.  The indemnification and
advancement of expenses  provided by, or granted pursuant to, this Article SIXTH
shall,  unless otherwise provided when authorized or ratified,  continue as to a
person who has  ceased to be a  director,  officer,  partner,  member,  trustee,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

                  (l)  Amendment or Repeal.  Neither the amendment nor repeal of
this Article  SIXTH nor the adoption of any  provision  of this  Certificate  of
Incorporation  inconsistent  with this Article SIXTH shall reduce,  eliminate or
adversely  affect any right or protection  hereunder of any person in respect of
any act or omission  occurring  prior to the  effectiveness  of such  amendment,
repeal or adoption.

         SEVENTH:  No director shall be personally  liable to the Corporation or
any stockholder for monetary damages for breach of fiduciary duty as a director,
except to the extent that  exculpation from liability is not permitted under the
General  Corporation  Law of the State of Delaware as in effect when such breach
occurred.  Neither the  amendment  nor repeal of the Article nor the adoption of
any  provision  of this  Certificate  of  Incorporation  inconsistent  with this
Article shall reduce,  eliminate or adversely  affect the effect of this Article
in respect of any matter occurring,  or any cause of action, suit or claim that,
but for this Article,  would accrue or arise, prior to the effectiveness of such
amendment, repeal or adoption.

         EIGHTH: The Corporation  reserves the right to amend,  alter, change or
repeal any provision  contained in this  Certificate  of  Incorporation,  in the
manner now or  hereafter  prescribed  by statute,  and all rights  conferred  on
stockholders herein are granted subject to this reservation.


<PAGE>

                              CERTIFICATE OF MERGER
                                       OF
                              QUALITY STORES, INC.
                                  WITH AND INTO
                      CENTRAL TRACTOR FARM & COUNTRY, INC.


         FIRST: The names and states of incorporation of each of the constituent
corporations  are Quality  Stores,  Inc.,  a Delaware  corporation,  and Central
Tractor Farm & Country, Inc., a Delaware corporation.

         SECOND:  An Agreement  and Plan of  Reorganization  (the  "Agreement"),
dated as of March 27, 1999,  pursuant to which, inter alia, Quality Stores, Inc.
will merge  with and into  Central  Tractor  Farm & Country,  Inc.  and  Central
Tractor Farm & Country,  Inc. shall be the surviving  corporation of the merger,
has been approved, adopted, certified,  executed and acknowledged by each of the
aforementioned  corporations in accordance with subsection (c) of section 251 of
the General Corporation Law of the State of Delaware.

         THIRD: The name of the surviving corporation is "Central Tractor Farm &
Country,  Inc.", a Delaware  corporation  (the "Surviving  Corporation"),  which
effective as of the merger will change its name to Quality Stores, Inc.

         FOURTH:  The Certificate of Incorporation of the Surviving  Corporation
shall  remain in full force and effect and shall remain  unchanged,  except that
Article FIRST of such Certificate of  Incorporation  shall be amended to read as
follows:

         "FIRST:  The name of the Corporation is Quality Stores, Inc."

         FIFTH: The executed  Agreement is on file at an office of the Surviving
Corporation. The address of said office is:

                           3915 Delaware Avenue
                           Des Moines, Iowa 50513

         SIXTH:  A copy  of the  executed  Agreement  will be  furnished  by the
Surviving  Corporation,  on request and without cost, to any  stockholder of any
constituent corporation.


<PAGE>


         IN  WITNESS  WHEREOF,   said  Surviving  Corporation  has  caused  this
Certificate  to be signed by its duly  authorized  officer  this 7th day of May,
1999.


                                                 CENTRAL TRACTOR FARM & COUNTRY,
                                                 INC.

                                                 By: /S/ ADAM L. SUTTIN
                                                        Name: Adam L. Suttin
                                                        Title: Vice President