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                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                    SUPERIOR CONSULTANT HOLDINGS CORPORATION

1. The name of the Corporation is Superior Consultant Holdings Corporation and
the Certificate of Incorporation was filed with the Secretary of Delaware on
August 14, 1996.

2. The Certificate of Incorporation is amended and restated as set forth in the
Amended and Restated Certificate of Incorporation attached hereto.

3. The foregoing Amended and Restated Certificate of Incorporation has been duly
approved in accordance with Sections 241 and 245 of the General Corporation Law
of the State of Delaware, pursuant to a resolutions duly adopted and consented
to by the Board of Directors of the Corporation, which has not yet received
payment for any issuance of stock.

     I further declare under penalty of perjury that the matters set forth in
the Amended and Restated Certificate of Incorporation are true and correct.

Dated: October 9, 1996


                                            Richard D. Helppie, Jr.
                                            ---------------------------------
                                            Richard D. Helppie, Jr.

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                AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                    SUPERIOR CONSULTANT HOLDINGS CORPORATION


         Superior Consultant Holdings Corporation (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware (the "DGCL"), does hereby certify that
this Amended and Restated Certificate of Incorporation of the Corporation set
forth below has been duly adopted:


                                   ARTICLE I

         The name of the corporation is Superior Consultant Holdings Corporation


                                   ARTICLE II

         The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, State of Delaware, 19805 . The name of its registered 
agent at such address is The Corporation Trust Company.


                                  ARTICLE III

         The nature of the business to be conducted or promoted is to engage in
any lawful act or activity for which corporations may be organized under the
DGCL.


                                   ARTICLE IV

         A.  The Corporation shall have authority to issue the following classes
of stock, in the number of shares and at the par value as indicated opposite the
name of the class:

<TABLE>
<CAPTION>

                                    NUMBER OF
                                     SHARES                 PAR VALUE
          CLASS                    AUTHORIZED               PER SHARE
<S>                               <C>                         <C>  
Common Stock                      30,000,000                  $0.01
Preferred Stock                    1,000,000                  $0.01
</TABLE>


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         B.   The designations and the powers, preferences and relative,
participating, optional or other rights of the capital stock and the
qualifications, limitations or restrictions thereof are as follows:

              1.   Common Stock.

                   (a)  Voting Rights: Except as otherwise required by law or
              expressly provided herein, the holders of shares of Common Stock
              shall be entitled to one vote per share on each matter submitted
              to a vote of the stockholders of the Corporation.

                   (b)  Dividends: Subject to the rights of the holders, if any,
              of Preferred Stock, the holders of Common Stock shall be entitled
              to receive dividends at such times and in such amounts as may be
              determined by the Board of Directors of the Corporation.

                   (c)  Liquidation Rights: In the event of any liquidation,
              dissolution or winding up of the Corporation, whether voluntary or
              involuntary, after payment or provision for payment of the debts
              and other liabilities of the Corporation and the preferential
              amounts to which the holders of any outstanding shares of
              Preferred Stock shall be entitled upon dissolution, liquidation or
              winding up, the assets of the Corporation available for
              distribution to stockholders shall be distributed ratably among
              the holders of the shares of Common Stock.

         2.   Preferred Stock.

         Preferred Stock may be issued from time to time in one or more series.
Subject to the other provisions of this Amended and Restated Certificate of
Incorporation, the Board of Directors is authorized, subject to any limitations
prescribed by law, to provide for the issuance of and issue shares of the
Preferred Stock in series, and by filing a certificate pursuant to the laws of
the State of Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and any qualifications, limitations
or restrictions thereof. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock, without a vote of the holders of any Preferred Stock, or of any series
thereof, unless a vote of any such holders is required pursuant to the
certificate or certificates establishing such series of Preferred Stock.


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                                   ARTICLE V

         The name and the mailing address of the sole incorporator is as
follows:

         Name                              Mailing Address

         Jody L. Rollenhagen               Sachnoff & Weaver, Ltd.
                                           South Wacker Drive
                                           Suite 2900
                                           Chicago, Illinois 60606


                                   ARTICLE VI

         The authorized number of directors of this Corporation shall be not
less than three (3) nor more than fifteen (15). The exact number shall be
determined from time to time by resolution adopted by the affirmative vote of a
majority of the directors in office at the time of adoption of such resolution.
The directors shall be divided into three classes, Class I, Class II and Class
III. The initial term of office of the Class I, Class II and Class III directors
shall expire at the annual meeting of stockholders in 1997, 1998 and 1999,
respectively. The number of directors shall be apportioned among the classes by
the Board of Directors so as to maintain the number of directors in each class
as nearly equal as reasonably possible, and any additional director of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class.
Beginning in 1997, at each annual meeting of stockholders, successors to the
class of directors whose term expires at that annual meeting shall be elected
for a three-year term. In no case will a decrease in the number of directors
shorten the term of any incumbent director even though such decrease may result
in an inequality of the classes until the expiration of such term. A director
shall hold office until the annual meeting of the year in which his or her term
expires and until his or her successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement or removal from
office. Any director may be removed, with or without cause, by the holders of a
majority of the shares entitled to vote at an election of directors; provided
that no director may be removed without cause except at the annual meeting at
which the term of such director's class expires. Except as required by law or
the provisions of this Amended and Restated Certificate of Incorporation, all
vacancies on the Board of Directors and newly created directorships shall be
filled by the Board of Directors. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of his or her predecessor.

         Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or 


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series, to elect directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorship shall be governed by the terms of this Certificate of Incorporation
and any resolutions of the Board of Directors applicable thereto, and such
directors so elected shall not be divided into class pursuant to this Article
VI. Notwithstanding anything to the contrary contained in this Certificate of
Incorporation, the affirmative vote of the holders of at least two-thirds of the
voting power of the shares entitled to vote generally in the election of
directors shall be required to amend, alter or repeal, or to adopt any provision
inconsistent with, this Article VI.


                                  ARTICLE VII

         Any action required to be taken at any annual or special meeting of the
stockholders, or any other action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted. Prompt notice of the taking of the corporate action without a meeting
by less than unanimous written consent shall be given to those stockholders who
have not consented in writing.

                                  ARTICLE VIII

         In furtherance and not in limitation of the power conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the By-Laws of the Corporation.


                                   ARTICLE IX

         No stockholder of the Corporation shall by reason of holding shares of
any class of stock have any cumulative voting right.


                                   ARTICLE X

         A director of the Corporation shall not, in the absence of fraud, be
disqualified by his or her office from dealing or contracting with the
Corporation either as a vendor, purchaser or otherwise, nor in the absence of
fraud shall a director of the Corporation be liable to account to the
Corporation for any profit realized by the director from or through any
transaction or contract of the Corporation by reason of the fact that the
director, or any firm of which he or she is a member or any corporation of which
he or she is an officer, director or stockholder, was interested in such
transaction or contract if such transaction or contract either (i) was in effect


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prior to the date of this Amended and Restated Certificate of Incorporation or
(ii) has been authorized, approved or ratified in a manner provided in the DGCL
for authorization, approval or ratification of transactions or contracts between
the Corporation and one or more of its directors or officers or between the
Corporation and any other corporation, partnership, association or other
organization in which one or more of its directors or officers are directors or
officers or have a financial interest.


                                   ARTICLE XI

         Meetings of stockholders may be held within or without the State of
Delaware as the ByLaws may provide. The books of the Corporation may be kept
outside the State of Delaware at such place or places as may be designated from
time to time by the Board of Directors of the Corporation or in the By-Laws of
the Corporation. Election of directors need not be by written ballot unless the
By-Laws of the Corporation so provide.


                                  ARTICLE XII

         Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of the DGCL or on the application of trustees in
dissolution or of any receiver or receivers appointed for the Corporation under
the provisions of Section 279 of the DGCL order a meeting of the creditors or
class of creditors and/or the stockholders or class of stock of the Corporation,
as the case may be, to be summoned in such manner as the said court directs. If
a majority in number representing two-thirds the value of the creditors or class
of creditors and/or the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement or to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement of the said reorganization
shall, if sanctioned by the Court to which the said application has been made,
be binding on all the creditors or class of creditors and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.

                                  ARTICLE XIII

A.  Indemnification of Officers and Directors:  The Corporation shall:


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          (a) indemnify, to the fullest extent permitted by the DGCL, any person
     who was or is a party or is threatened to be made a party to 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 such person is or
     was a director or officer of the Corporation, or is or was serving at the
     request of the Corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, employee benefit plan,
     trust or other enterprise, or if such person has previously been designated
     for indemnification by the resolution of the Board of Directors, an
     employee or agent of the Corporation, against expenses (including
     attorneys' fees), judgments, fines and amounts paid in settlement actually
     and reasonably incurred by such person in connection with such action, suit
     or proceeding if such person acted in good faith and in a manner such
     person 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 such person's 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 such person reasonably believed to be in
     or not opposed to the best interests of the Corporation, and, with respect
     to any criminal action or proceeding, had reasonable cause to believe that
     such person's conduct was unlawful; and

          (b) 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 such person is or was a director or officer of the
     Corporation, or is or was serving at the request of the Corporation as a
     director, officer, employee or agent of another corporation, joint venture,
     employee benefit plan, trust or other enterprise, or if such person has
     previously been designated for indemnification by the resolution of the
     Board of Directors, an employee or agent of the Corporation, against
     expenses (including attorneys' fees) actually and reasonably incurred by
     such person in connection with the defense or settlement of such action or
     suit if such person acted in good faith and in a manner such person
     reasonably believed to be in or not opposed to the best interests of the
     Corporation and 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 to the Corporation unless and only to the extent that the
     Court of Chancery or the court in which such action or suit was brought
     shall determine upon application 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 or such other court shall deem proper; and

          (c) indemnify any director or officer, or, if such person has
     previously been designated for indemnification by the resolution of the
     Board of Directors, an employee or agent of the Corporation against
     expenses (including attorneys' fees) actually and reasonably incurred by
     such person in connection therewith, to the extent that such

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     director, officer, employee or agent of the Corporation has been
     successful on the merits or otherwise in defense of any action, suit or
     proceeding referred to in Article XIII.A. (a) and (b), or in defense of any
     claim, issue or matter therein; and

          (d) make any indemnification under Article XIII.A. (a) and (b) (unless
     ordered by a court) only as authorized in the specific case upon a
     determination that indemnification of the director, officer, employee or
     agent is proper in the circumstances because such director, officer,
     employee or agent has met the applicable standard of conduct set forth in
     Article XIII.A. (a) and (b). Such determination shall be made (1) 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 (2) if such a
     quorum is not obtainable, or, even if obtainable a quorum of disinterested
     directors so directs, by independent legal counsel in a written opinion, or
     (3) by the stockholders of the Corporation; and

          (e) pay expenses incurred by a director or officer in defending a
     civil or criminal action, suit or proceeding in advance of the final
     disposition of such action, suit or proceeding upon receipt of an
     undertaking by or on behalf of such director or officer to repay such
     amount if it shall ultimately be determined that such director or officer
     is not entitled to be indemnified by the Corporation as authorized in this
     Article XIII. Notwithstanding the foregoing, the Corporation shall not be
     obligated to pay expenses incurred by a director or officer with respect to
     any threatened, pending, or completed claim, suit or action, whether civil,
     criminal, administrative, investigative or otherwise ("Proceedings")
     initiated or brought voluntarily by a director or officer and not by way of
     defense (other than Proceedings brought to establish or enforce a right to
     indemnification under the provisions of this Article XIII unless a court of
     competent jurisdiction determines that each of the material assertions made
     by the director or officer in such proceeding were not made in good faith
     or were frivolous). The Corporation shall not be obligated to indemnify the
     director or offer for any amount paid in settlement of a Proceeding covered
     hereby without the prior written consent of the Corporation to such
     settlement; and

          (f) not deem the indemnification and advancement of expenses provided
     by, or granted pursuant to, the other subsections of this Article XIII
     exclusive of any other rights to which those seeking indemnification or
     advancement of expenses may be entitled under any by-law, agreement, vote
     of stockholders or disinterested directors or otherwise, both as to action
     in such director's or officer's official capacity and as to action in
     another capacity while holding such office; and

          (g) have the right, authority and 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, employee or agent of another
     corporation, partnership, joint venture, employee benefit plan, trust or
     other enterprise against any liability asserted against such person and
     incurred by such person in any such capacity, or arising out of such
     person' s status as


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     such, whether or not the Corporation would have the power to indemnify
     such person against such liability under the provisions of this Article
     XIII; and

          (h) deem the provisions of this Article XIII to be a contract between
     the Corporation and each director and officer, or appropriately designated
     employee or agent who serves in such capacity at any time while this
     Article XIII is in effect and any repeal or modification of this Article
     XIII shall not affect any rights or obligations then existing with respect
     to any state of facts then or theretofore existing or any action, suit or
     proceeding theretofore or thereafter brought or threatened based in whole
     or in part upon such state of facts. The provisions of this Article XIII
     not be deemed to be a contract between the Corporation and any directors,
     officers, employees or agents of any other corporation (the "Second
     Corporation") which shall merge into or consolidate with this Corporation
     when this Corporation shall be the surviving or resulting Corporation, and
     any such directors, officers, employees or agents of the Second Corporation
     shall be indemnified to the extent required under the DGCL only at the
     discretion of the Board of Directors of this Corporation; and

          (i) continue the indemnification and advancement of expenses provided
     by, or granted pursuant to, this Article XIII, unless otherwise provided
     when authorized or ratified, as to a person who has ceased to be a
     director, officer, employee or agent of the Corporation and such rights
     shall inure to the benefit of the heirs, executors and administrators of
     such a person.

     B.  Elimination of Certain Liability of Directors: 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, except for
liability (i) for any breach of 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 misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL, as the same exists or hereafter may be amended, or (iv)
for any transaction from which the director derived an improper personal
benefit. If the DGCL is amended to authorize the further elimination or
limitation of liability of directors, then the liability of a director of the
Corporation, in addition to the limitation on personal liability provided
herein, shall be limited to the fullest extent permitted by an amended DGCL. Any
repeal or modification of this Article XIII by the stockholders 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.


                                  ARTICLE XIV

     The Board of Directors of the Corporation may adopt a resolution proposing
to amend, alter, change or repeal any provision contained in this Certificate of
Incorporation, in the manner now or hereafter prescribed by statute.



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