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                                                                     Exhibit 3.1


                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      ENHANCE FINANCIAL SERVICES GROUP INC.
                                      UNDER
                   SECTION 807 OF THE BUSINESS CORPORATION LAW


        WE, THE UNDERSIGNED, Daniel Gross and Samuel Bergman, being respectively
the President and Secretary of ENHANCE FINANCIAL SERVICES GROUP INC., a New York
corporation (the "Corporation"), HEREBY CERTIFY as follows:

        (1)     The name of the Corporation is Enhance Financial Services Group
                Inc. The Corporation was formed under the name Enhance Financial
                Services, Inc.

        (2)     The Certificate of Incorporation of the Corporation was
                originally filed by the Department of State of the State of New
                York on December 4, 1985.

        (3)     The text of the Certificate of Incorporation of the Corporation
                is hereby changed to effect the following change:

                        The certificate of incorporation of the Corporation is
                        hereby amended by replacing the post office address in
                        Article FIFTH to which the Secretary of State shall mail
                        a copy of any process against the Corporation which may
                        be served upon him with 335 Madison Avenue, New York,
                        New York 10017, Attn: President.

        (4)     The text of the certificate is hereby further changed to read as
                herein set forth in full:


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                             -----------------------

                      RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                      ENHANCE FINANCIAL SERVICES GROUP INC.
                                      UNDER
                   SECTION 807 OF THE BUSINESS CORPORATION LAW

                             -----------------------


        FIRST. The name of the Corporation is ENHANCE FINANCIAL SERVICES GROUP
INC.


        SECOND. The purposes for which the Corporation is formed are:

(1)     To purchase, own, and hold the stock of other corporations, and to do
        every act and thing covered generally by the denomination "holding
        corporation," including but not limited to directing the operations of
        other corporations through the ownership of stock therein. To purchase,
        subscribe, for, acquire, own, hold, sell, exchange, assign, create
        security interests in, pledge, or otherwise dispose of shares or voting
        trust certificates for shares of the capital stock, or any bonds, notes,
        securities, or evidences of indebtedness created by any other
        corporation or corporations organized under the laws of this state or
        any political subdivision thereof or any other state or district or
        county, nation, or government and also bonds or evidences of
        indebtedness of the United States or of any state, district, territory,
        dependency or county or subdivision or municipality thereof. To issue in
        exchange therefor shares of the capital stock, bonds, notes, or other
        obligations of the Corporation and while the owner thereof to exercise
        all the rights, powers, and privileges of ownership including the right
        to vote on any shares of stock or voting trust certificates so owned. To
        promote, lend money to, and guarantee the dividends, stocks, bonds,
        notes, evidences of indebtedness, contracts, or other obligations of,
        and otherwise aid in any manner which shall be lawful, any corporation
        or association of which any bonds, stocks, voting trust certificates, or
        other securities or evidences of indebtedness shall be held by or for
        this Corporation, or in which, or in the welfare of which, this
        Corporation shall have any interest, and to do any acts and things
        permitted by law and designed to protect, preserve, improve, or enhance
        the value of any such bonds, stocks, or other securities or evidences of
        indebtedness or the property of this Corporation; and

(2)     To engage in any lawful act or activity for which corporations may be
        organized under the Business Corporation Law of the State of New York;
        PROVIDED, HOWEVER, that the Corporation is not formed to engage in any
        act or activity requiring the consent or approval of any state official,
        department, board, agency, or other body without such consent or
        approval first being obtained.

        THIRD. The office of the Corporation is to be located in the City of New
York, County of New York, State of New York.

        FOURTH. The aggregate number of shares which the Corporation shall have
the authority to issue is 105,000,000 of which 5,000,000 shares of the par value
of $.01 per share shall be designated "Preferred Stock" and 100,000,000 shares
of the par value $.10 per shall be designated "Common Stock." Authority is
hereby expressly granted to the board of directors, at any time and from time to
time, to issue the preferred stock as Preferred Stock of any series, to fix by
the resolution or resolutions providing for the issue of shares thereof, the
number of shares of such series and the designation and the voting, dividend,
liquidation and other rights, preferences and limitations of such series, to the
fullest extent now or hereafter permitted by the laws of the State of New York.

        FIFTH. The Secretary of State of the State of New York is hereby
designated as the agent of the Corporation upon whom process against it may be
served, and the post office address to which the Secretary of State shall mail a
copy of any process against the Corporation which may be served upon him is 335
Madison Avenue, New York, New York 10017, Attn: President.


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        SIXTH. Directors may be removed with or without cause as provided in the
By-Laws.

        SEVENTH. (a) A director of the Corporation shall not be personally
liable to the Corporation or its shareholders for damages (including, without
limitation, any judgment, amount paid in settlement, fine, penalty, punitive
damages, excise tax assessed with respect to an employee benefit plan, or
expense of any nature (including, without limitation, attorneys' fees and
disbursements)) for any breach of duty in such capacity, except to the extent a
judgment or other final adjudication adverse to the director establishes that
the director is liable for:

                (i)     acts or omissions in bad faith or involving intentional
                        misconduct or a knowing violation of law;

                (ii)    financial profit or other advantage personally gained by
                        such director to which such director was not legally
                        entitled; or

                (iii)   acts in violation of Section 719 of the New York
                        Business Corporation Law.

        (b) Each person who serves as a director of this Corporation while this
Article is in effect shall be deemed to be doing so in reliance on the
provisions of this Article and neither the amendment or repeal of this Article,
nor the adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article, shall apply to or have any effect on the
liability or alleged liability of any director of this Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment, repeal or adoption or an inconsistent provision. The provisions of
this Article are cumulative and shall be in addition to and independent of any
and all other limitations on or eliminations of the liabilities of directors of
this Corporation, as such, whether such limitations or eliminations arise under
or are created by any stature, rule or law, by-law, agreement, vote of
shareholders or disinterested directors or otherwise.

        EIGHTH. No holder of shares of the Corporation of any class shall be
entitled as such, as a matter of right, to subscribe for, purchase, or receive
any shares of the Corporation of any class, or any securities convertible into,
exchangeable for, or carrying a right or option to purchase its shares of any
class, whether now or hereafter authorized and whether issued, sold, or offered
for sale by the Corporation for cash or other consideration or by way of
dividend, split of shares, or otherwise.

        (5)     The change to the certificate of incorporation of the
                Corporation was authorized by the Board of Directors of the
                Corporation in accordance with Section 803(b)(2) of the Business
                Corporation Law, and this restatement of the certificate of
                incorporation was authorized by the Board of Directors of the
                Corporation in accordance with Section 807(a) of the Business
                Corporation Law, each on June 3, 1999.

        IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been
signed on the 30th day of June 1999, and the statements herein are affirmed as
true under penalties of perjury.


                                  /s/ Daniel Gross
                                  Daniel Gross
                                  President


                                  /s/ Samuel Bergman
                                  Samuel Bergman
                                  Secretary


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