EXHIBIT 3.1

                                    RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                               COLOR IMAGING, INC.

     FIRST: The name of the Corporation is Color Imaging, Inc.

     SECOND:  The registered  office of the corporation and place of business in
the State of Delaware is to be located at 410 South State  Street in the City of
Dover,  County of Kent.  The name of its  registered  agent at that  address  is
Corporate Filing Service, Inc.

     THIRD:  The  purpose of the  Corporation  is to engage in any lawful act or
activity for which  corporations may be organized under the General  Corporation
Law of the State of Delaware.

     FOURTH:

     A. The total  number of shares of stock  which the  Corporation  shall have
authority  to issue is Thirty One Million  (31,000,000)  shares,  consisting  of
Thirty  Million  (30,000,000)  shares of Common Stock having a par value of $.01
per share and One Million  (1,000,000)  shares of  Preferred  Stock having a par
value of $.01 per share.

     B. The Board of  Directors  is  expressly  authorized  to  provide  for the
issuance  of the  shares of  Preferred  Stock in one or more  series by filing a
certificate  pursuant  to the  applicable  law  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 the qualifications, limitations or restrictions thereof.

     FIFTH: The Corporation is to have perpetual existence.

     SIXTH:  The  directors  of the  Corporation  need not be elected by written
ballot unless by By-laws so provide.

     SEVENTH:  In furtherance  and not in limitation of the powers  conferred by
the laws of the State of Delaware,  the Board is expressly  authorized to adopt,
amend or repeal the By-laws of the Corporation.

     EIGHTH: Meetings of stockholders may be held within or without the State of
Delaware,  as the by-laws may provide.  The books of the Corporation may be kept
(subject  to any  provision  contained  in the  statutes)  outside  the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the by-laws of the Corporation.  Elections of directors
need not be by written  ballot  unless the by-laws of the  Corporation  shall so
provide. Advance notice of stockholder nominations for the election of directors
shall be given in the manner provided in the by-laws of the Corporation.
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     NINTH: A director of the Corporation  shall not 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 Delaware  General  Corporation
law, or (iv) for any  transaction  from which the  director  derived an improper
personal benefit.  If the Delaware General  Corporation Law is hereafter amended
to  authorize  further  corporate  action  eliminating  or limiting the personal
liability of  directors,  then the  liability  of a director of the  Corporation
shall be eliminated or limited to the fullest  extent  permitted by the Delaware
General  Corporation  Law, as to  amended.  Any repeal of  modification  of this
Article NINTH 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.

     TENTH:

     A. 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,
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  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,  trust or other  enterprise,  against  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 interests 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. 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, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise 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 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 Delaware 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

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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.

     C. To the  extent  that a  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 paragraphs A. and B., or in defense of
any claim,  issue or matter therein,  he shall be indemnified  against  expenses
(including   attorney's  fees)  actually  and  reasonably  incurred  by  him  in
connection therewith.

     D. Any  indemnification  under  paragraphs  A. and B. of this Article TENTH
(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, employee or agent is proper in the circumstances because he has met the
applicable  standard  of  conduct  set  forth  in  paragraphs  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 a majority of the stockholders.

     E.  Expenses  incurred in  defending a civil or  criminal  action,  suit or
proceeding shall be paid by the Corporation in advance of the final  disposition
of such action,  suit or proceeding as authorized by the Board of Directors upon
receipt of an undertaking by or on behalf of the director,  officer, employee or
agent to repay such amount if it shall  ultimately be determined  that he is not
entitled to be  indemnified  by the  Corporation  as  authorized in this Article
TENTH.

     F. The  indemnification and advancement of expenses provided by, or granted
pursuant to, the other  paragraphs of this Article shall not be deemed 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 his official capacity
and as to action in another capacity while holding such office.

     G. The Corporation shall have the 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,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity, or arising out of this status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article TENTH.

     H. For purpose of this Article TENTH,  reference to "the Corporation" shall
include, in addition to the resulting Corporation,  any constituent  corporation
(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

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any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  the  provisions  of this  Article  TENTH  with  respect  to the
resulting  or  surviving  corporation  as he would  have  with  respect  to such
constituent corporation if its separate existence had continued.

     I. For purposes of this Article  TENTH,  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,  employee  or agent of the  Corporation  which
imposes duties on, or involves services, by, such director, officer, 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
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
TENTH.

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

     ELEVENTH:  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  upon
stockholders herein are granted subject to this reservation.

     TWELFTH:  The incorporator is Stephen E. Lampf, Esq., whose mailing address
is 80 Main Street, West Orange, New Jersey 07052.

     I, THE UNDERSIGNED,  being the  incorporator,  for the purpose of forming a
corporation  under the laws of the State of  Delaware  do make,  file and record
this Certificate of  Incorporation,  do certify that the facts herein stated are
true,  and,  accordingly,  have  hereto  set my hand and seal  this  19th day of
August, 1987.

                                            /s/ STEPHEN L. LAMPF
                                            ------------------------------------
                                            Stephen L. Lampf



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