EXHIBIT 3.1a
                                                                         




                     RESTATED CERTIFICATE OF INCORPORATION

                                      of

                         THE NEIMAN-MARCUS GROUP, INC.


     (originally incorporated as Specialty Store Company, on June 2, 1987)

  THE NEIMAN-MARCUS GROUP, INC., a Delaware  corporation organized on June  2,
1987  under the name Specialty  Store Company (the  "Corporation") does hereby
certify that,  pursuant to Section 245  of the General Corporation  Law of the
State  of Delaware, the  Corporation's Certificate of  Incorporation is hereby
restated to read in its entirety as follows:

  First:  The  name  of  the  Corporation  is  The  Neiman-Marcus  Group, Inc.
(hereinafter the "Corporation").

  Second:  The  address of the  registered office  of the  Corporation in  the
State of Delaware is 1209 Orange Street, in the City  of Wilmington, County of
New  Castle.  The  name  of  its  registered agent  at  that  address  is  The
Corporation Trust Company.

  Third: The  purpose of the  Corporation is  to engage in  any lawful  act or
activity   for  which  a  corporation  may  be  organized  under  the  General
Corporation Law of the State of Delaware (the "GCL").

  Fourth:   The total number  of shares of  stock which  the Corporation shall
have  authority  to issue  is  200,000,000 shares,  consisting  of 150,000,000
shares of  Common Stock, par  value $.01 per  share (the "Common  Stock"), and
50,000,000 shares of Preferred Stock, par value $.01 per share (the "Preferred
Stock").

  The Board of Directors is hereby  authorized from time to time to provide by
resolution for the issuance of shares of Preferred Stock in one or more series
not exceeding  the aggregate number of shares of Preferred Stock authorized by
this  Certificate  of Incorporation,  as amended  from  time to  time;  and to
determine with  respect to each such  series the voting powers,  if any (which
voting  powers if granted may  be full or  limited), designations, preferences
and relative,  participating,  optional  or  other  special  rights,  and  the
qualifications,   limitations  or  restrictions  relating  thereto;  including
without limiting the generality  of the foregoing, the voting  rights relating
to shares of Preferred Stock of any series (which may be one or more votes per
share or a fraction  of a vote per share,  which may vary over time  and which
may be  applicable generally or  only upon  the happening  and continuance  of
stated  events  or  conditions), the  rate  of dividend  to  which  holders of
Preferred  Stock of  any series may  be entitled  (which may  be cumulative or
noncumulative), the rights of holders of  Preferred Stock of any series in the
event of liquidation, dissolution or winding up of the affairs of the

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Corporation, the  rights, if  any, of holders  of Preferred Stock of any
series to  convert or exchange such shares of Preferred Stock  of such
series for shares of any other class or series of capital stock
or  for any  other securities, property  or assets  of the  Corporation or any
subsidiary (including the determination of the  price or prices or the rate or
rates applicable  to such rights  to convert  or exchange  and the  adjustment
thereof, the time or times during which the right to convert or exchange shall
be applicable and  the time or times  during which a particular price  or rate
shall  be  applicable), whether  or not  the shares  of  that series  shall be
redeemable, and, if so, the terms and conditions of such redemption, including
the date or dates upon or after which they shall be redeemable, and the amount
per share payable in case of redemption, which amount may vary under different
conditions and at different  redemption dates, and whether any  shares of that
series shall be redeemed pursuant to a retirement or sinking fund or otherwise
and the terms and conditions of such obligation.

  Before  the Corporation  shall issue  any shares  of Preferred  Stock of any
series, a certificate setting forth a copy of the resolution or resolutions of
the  Board of Directors, fixing  the voting powers, designations, preferences,
the  relative,  participating,  optional or  other  rights,  if  any, and  the
qualifications, limitations and restrictions, if  any, relating to the  shares
of Preferred Stock of such series, and the number of shares of Preferred Stock
of such series authorized by the Board of Directors to be issued shall be made
under  seal of the  Corporation and signed  by and shall  be filed and  a copy
thereof  recorded in the manner prescribed by  the GCL. The Board of Directors
is further  authorized to increase  or decrease (but  not below the  number of
such  shares of  such series  then outstanding)  the number  of shares  of any
series subsequent to the issuance of shares of that series.

  Fifth:  The directors shall have concurrent  power with the stockholders  to
make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

  Sixth:    Whenever a  compromise  or  arrangement  is  proposed between  the
Corporation  and its  creditors  or  any  class of  them  and/or  between  the
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 the  Corporation or of any  creditor or stockholder  thereof or on  the
application of any receiver  or receivers appointed for the  Corporation under
the provisions of Section 291  of the GCL 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  GCL, order  a  meeting of  the
creditors  or  class of  creditors, and/or  of  the stockholders  or  class of
stockholders 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 three-
fourths in  value  of the  creditors  or class  of  creditors, and/or  of  the
stockholders or class of stockholders of the Corporation, as the  case may be,
agree  to any  compromise or  arrangement  and to  any  reorganization of  the
Corporation  as  a consequence  of such  compromise  or arrangement,  the said
compromise  or arrangement and 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  the Corporation,  as  the  case may  be,  and  also on  the
Corporation.

  Seventh:   Except as otherwise fixed pursuant to the provisions of Article

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Fourth  of this  Certificate of  Incorporation relating to  the rights  of the
holders  of any one or more classes or series of Preferred Stock issued by the
Corporation  to call  an annual  or special  meeting of  stockholders, special
meetings  of the  stockholders of  the Corporation  may not  be called  by the
stockholders of the Corporation.

  Eighth:   Notwithstanding the GCL, any  action required to be taken or which
may be  taken by the holders  of the Common Stock  must be effected  at a duly
called annual or special meeting  of such holders and may not be  taken by any
consent in writing by such holders.

  Ninth:  The directors shall  be divided into three classes, designated Class
I, Class  II and Class  III. Each  class shall  consist, as nearly  as may  be
possible,  of  one-third of  the total  number  of directors  constituting the
entire Board of Directors. Initially, Class I directors shall be elected for a
one-year term, Class II directors for  a two-year term and Class III directors
for a  three year-term.  At the annual  meeting of  stockholders beginning  in
1988,  successors to the class of directors  whose term expires at that annual
meeting shall be elected for a three-year term. If the number  of directors is
changed, any increase or decrease shall be apportioned among the classes so as
to maintain the number of directors in each class as nearly equal as 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, but in no case will a decrease
in  the number  of directors  shorten the  term of  any incumbent  director. A
director shall hold office until the annual  meeting for the year in which his
term  expires and  until  his successor  shall be  elected and  shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office. Any vacancy  on the Board of Directors that  results from
an  increase in the  number of directors  may be filled  by a majority  of the
Board of Directors then in office, provided  that a quorum is present, and any
other vacancy occurring in the Board of Directors may be filled  by a majority
of the directors  then in office,  even if less  than a quorum,  or by a  sole
remaining  director. 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 predecessor.

  Notwithstanding  the foregoing,  whenever  pursuant  to the  provisions  of
Article Fourth of this Certificate of Incorporation, 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  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  directorships shall  be
governed by the terms of this Certificate of Incorporation applicable thereto,
and such  directors so elected shall  not be divided into  classes pursuant to
this Article Ninth unless expressly provided by such terms.

  Tenth:  No director  shall be personally liable to the Corporation or any of
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) pursuant to  Section 174 of the GCL or (iv)  for any transaction
from which  the director derived an  improper personal benefit. Any  repeal or
modification  of this  Article Tenth  by the  stockholders of  the Corporation
shall  not  adversely affect  any right  or protection  of  a director  of the
Corporation existing at the time of such repeal or modification with respect

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to  acts or omissions for  or with respect to  any acts  or omissions  of such
director  occurring prior  to such repeal or modification.

  Eleventh:    Subject to  Article  Fifth  and  notwithstanding anything  else
contained  in  this   Certificate  of  Incorporation  to   the  contrary,  the
affirmative  vote of the  holders of  at least  66 2/3% percent of  the combined
voting power of  all of the Voting  Stock, voting together as a  single class,
shall be  required to  alter, amend,  rescind or  repeal (A) Article  Seventh,
Article  Eighth, Article  Ninth  or  this Article  Eleventh  or  to adopt  any
provision inconsistent therewith or (B) Section 3 of Article II, Sections 1, 2
and  10 of  Article III,  Article VIII  or Article  IX of  the By-Laws  of the
Corporation or to adopt any provision inconsistent therewith.

  "Voting Stock"  shall  mean the  securities  of  the Corporation  which  are
entitled to vote generally for the election of directors of the Corporation.

  IN WITNESS WHEREOF, this  Restated Certificate of Incorporation, having been
approved  by the Board of Directors of  the Corporation in accordance with the
provisions  of Section  245  of the  Delaware  General Corporation  Law,  only
restates  and integrates  and does  not further  amend the  provisions of  the
Corporation's   Certificate  of   Incorporation  as   heretofore  amended   or
supplemented with  no discrepancy between  those provisions and  this Restated
Certificate  of Incorporation and has been duly executed in its corporate name
this 20th day of January, 1998.


                                                THE NEIMAN MARCUS GROUP, INC.
                                                
                                                
                                                  By: /s/ Richard A. Smith
                                                
                                                         Richard A. Smith
                                                     Chairman of the Board and
                                                      Chief Executive Officer
                                                                  

   
   
   ATTEST:
   
   
     By: /s/ Eric P. Geller
                      Eric P. Geller
                          Secretary
                            
                            
                            
                            
   (Corporate Seal)

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