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                                                                  Exhibit 3.1




                          THIRD AMENDED AND RESTATED

                         CERTIFICATE OF INCORPORATION

                                      OF

                                 NATROL, INC.

      NATROL, INC., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), hereby certifies as follows:

      1. The name of the Corporation is Natrol, Inc. The date of the filing of
its original Certificate of Incorporation with the Secretary of State of the
State of Delaware was October 1, 1997.

      2. This Third Amended and Restated Certificate of Incorporation amends, 
restates and integrates the provisions of the Second Amended and Restated 
Certificate of Incorporation of the Corporation filed with the Secretary of 
State of the State of Delaware on July 21, 1998, as heretofore amended (the 
"Second Amended and Restated Certificate of Incorporation"), and (i) was duly 
adopted by the Board of Directors in accordance with the provisions of 
Section 245 of the General Corporation Law of the State of Delaware (the 
"DGCL"), (ii) was declared by the Board of Directors to be advisable and in 
the best interests of the Corporation and was directed by the Board of 
Directors to be submitted to and be considered by the stockholders of the 
Corporation entitled to vote thereon for approval by the affirmative vote of 
such stockholders in accordance with Section 242 of the DGCL and (iii) was 
duly adopted by a stockholder consent in lieu of a meeting of the 
stockholders, with the holders of a majority of the outstanding shares of the 
Company's common stock, par value $.01 per share (the "Common Stock"), and 
sixty-six and two-thirds percent of the outstanding shares of the Company's 
Convertible Participating Preferred Stock, par value $.01 per share (the 
"Convertible Preferred Stock"), in addition to the holders of a majority of 
the outstanding shares of Common Stock and Convertible Preferred Stock (on an 
as converted basis) voting as a single class, consenting to the adoption of 
this Third Amended and Restated Certificate of Incorporation in accordance 
with the provisions of Sections 228 and 242 of the DGCL and the terms of the 
Second Amended and Restated Certificate of Incorporation, as amended, such 
holders being all of the holders of the Corporation's capital stock entitled 
to vote thereon.

      3. The text of the Second Amended and Restated Certificate of
Incorporation is hereby amended and restated in its entirety to provide as
herein set forth in full.

                                   ARTICLE I

      The name of the Corporation is Natrol, Inc.


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                                  ARTICLE II

      The address of the Corporation's registered office 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 such address is The Corporation Trust
Company.

                                  ARTICLE III

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

                                  ARTICLE IV

      The total number of shares of capital stock which the Corporation shall
have authority to issue is Fifty Two Million (52,000,000) shares, of which (a)
Fifty Million (50,000,000) shares shall be common stock, par value $.01 per
share (the "Common Stock"), and (b) Two Million (2,000,000) shares shall be
undesignated preferred stock, par value $.01 per share (the "Undesignated
Preferred Stock").

      Except as otherwise restricted by this Third Amended and Restated
Certificate of Incorporation, the Corporation is authorized to issue, from time
to time, all or any portion of the capital stock of the Corporation which may
have been authorized but not issued, to such person or persons and for such
lawful consideration 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.

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

      The number of authorized shares of the class of Undesignated Preferred
Stock may from time to time be increased or decreased (but not below the number
of shares outstanding) by the affirmative vote of the holders of a majority of
the shares of Common Stock entitled to vote, without a vote of the holders of
the Undesignated Preferred Stock.

      The designations, powers, preferences and rights of, and the
qualifications, limitations and restrictions upon, each class or series of stock
shall be determined in accordance with, or as set forth below in, this Article
IV.


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                                 A. COMMON STOCK

      1. Designation; Ranking. A total of 50,000,000 shares of the Corporation's
common stock shall be designated as Common Stock, $.01 par value per share (the
"Common Stock").

      2. Voting. Each holder of record shall be entitled to one vote for each
share of Common Stock standing in his name on the books of the Corporation.
Except as required by law or as set forth herein, the holders of Common Stock
(to the extent permitted by this Section 2) and Undesignated Preferred Stock (to
the extent permitted by Article B hereof) shall vote together as a single class
on all matters submitted to the stockholders for a vote.

      3. Dividends. The holders of Common Stock shall be entitled to receive
dividends out of funds legally available therefor at such times and in such
amounts as the Board of Directors may determine in its sole discretion.

      4. Liquidation. Upon any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary (a "Liquidation Event"), after the
payment or provision for payment of all debts and liabilities of the Corporation
and all preferential amounts to which the holders of Undesignated Preferred
Stock are entitled with respect to the distribution of assets in liquidation,
the holders of Common Stock shall be entitled to share ratably in the remaining
assets of the Corporation available for distribution.

                         B. UNDESIGNATED PREFERRED STOCK

      1. Authority to Issue. Subject to any limitations prescribed by law, the
Board of Directors or any authorized committee thereof is expressly authorized
to provide for the issuance of the shares of Undesignated Preferred Stock in one
or more series of such stock, and by filing a certificate pursuant to applicable
law of the State of Delaware, to establish or change from time to time the
number of shares to be included in each such series, and to fix the
designations, powers, preferences and the relative, participating, optional or
other special rights of the shares of each series and any qualifications,
limitations and restrictions thereof. Any action by the Board of Directors or
any authorized committee thereof under this Article B shall require the
affirmative vote of a majority of the directors then in office or a majority of
the members of such committee.

      2. Powers, Preferences, Rights, Qualifications, Limitations and
Restriction of Each Series of Undesignated Preferred Stock. The Board of
Directors or any authorized committee thereof shall have the right to determine
or fix one or more of the following with respect to each series of Undesignated
Preferred Stock to the fullest extent permitted by law:

            (a) The distinctive serial designation and the number of shares
      constituting such series;


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            (b) The dividend rates or the amount of dividends to be paid on the
      shares of such series, whether dividends shall be cumulative and, if so,
      from which date or dates, the payment date or dates for dividends, and the
      participating and other rights, if any, with respect to dividends;

            (c) The voting powers, full or limited, if any, of the shares of
      such series;

            (d) Whether the shares of such series shall be redeemable and, if
      so, the price or prices at which, and the terms and conditions on which,
      such shares may be redeemed;

            (e) The amount or amounts payable upon the shares of such series and
      any preferences applicable thereto in the event of voluntary or
      involuntary liquidation, dissolution or winding up of the Corporation;

            (f) Whether the shares of such series shall be entitled to the
      benefit of a sinking or retirement fund to be applied to the purchase or
      redemption of such shares, and if so entitled, the amount of such fund and
      the manner of its application, including the price or prices at which such
      shares may be redeemed or purchased through the application of such fund;

            (g) Whether the shares of such series shall be convertible into, or
      exchangeable for, shares of any other class or classes or of any other
      series of the same or any other class or classes of stock of the
      Corporation and, if so convertible or exchangeable, the conversion price
      or prices, or the rate or rates of exchange, and the adjustments thereof,
      if any, at which such conversion or exchange may be made, and any other
      terms and conditions of such conversion or exchange;

            (h) The price or other consideration for which the shares of such
      series shall be issued;

            (i) Whether the shares of such series which are redeemed or
      converted shall have the status of authorized but unissued shares of
      Undesignated Preferred Stock (or series thereof) and whether such shares
      may be reissued as shares of the same or any other class or series of
      stock; and

            (j) Such other powers, preferences, rights, qualifications,
      limitations and restrictions thereof as the Board of Directors or any
      authorized committee thereof may deem advisable.


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                                    ARTICLE V

                               STOCKHOLDER ACTION

      Any action required or permitted to be taken by the stockholders of the
Corporation at any annual or special meeting of stockholders of the Corporation
must be effected at a duly called annual or special meeting of stockholders and
may not be taken or effected by a written consent of stockholders in lieu
thereof.

                                   ARTICLE VI

                                    DIRECTORS

      1. General. The business and affairs of the Corporation shall be managed
by or under the direction of the Board of Directors except as otherwise provided
herein or required by law.

      2. Election of Directors. Election of Directors need not be by written
ballot unless the By-laws of the Corporation shall so provide.

      3. Terms of Directors. The number of Directors of the Corporation shall be
fixed by resolution duly adopted from time to time by the Board of Directors.
The Directors, other than those who may be elected by the holders of any series
of Undesignated Preferred Stock of the Corporation, shall be classified, with
respect to the term for which they severally hold office, into three classes, as
nearly equal in number as possible. The initial Class I Directors of the
Corporation shall be Dennis R. Jolicoeur and Norman Kahn; the initial Class II
Directors of the Corporation shall be David Laufer and P. Andrews McLane; and
the initial Class III Director of the Corporation shall be Elliott Balbert. The
initial Class I Directors shall serve for a term expiring at the annual meeting
of stockholders to be held in 1999, the initial Class II Directors shall serve
for a term expiring at the annual meeting of stockholders to be held in 2000,
and the initial Class III Director shall serve for a term expiring at the annual
meeting of stockholders to be held in 2001. At each annual meeting of
stockholders, the successor or successors of the class of Directors whose term
expires at that meeting shall be elected by a plurality of the votes cast at
such meeting and shall hold office for a term expiring at the annual meeting of
stockholders held in the third year following the year of their election. The
Directors elected to each class shall hold office until their successors are
duly elected and qualified or until their earlier resignation or removal.

      Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article IV of this Third Amended and Restated Certificate of Incorporation, the
holders of any one or more series of Undesignated Preferred Stock shall have the
right, voting separately as a series or together with holders of other such
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


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directorships shall be governed by the terms of this Third Amended and Restated
Certificate of Incorporation and any certificate of designations applicable
thereto, and such Directors so elected shall not be divided into classes
pursuant to this Article V.3.

      During any period when the holders of any series of Undesignated Preferred
Stock have the right to elect additional Directors as provided for or fixed
pursuant to the provisions of Article IV hereof, then upon commencement and for
the duration of the period during which such right continues: (i) the then
otherwise total authorized number of Directors of the Corporation shall
automatically be increased by such specified number of Directors, and the
holders of such Undesignated Preferred Stock shall be entitled to elect the
additional Directors so provided for or fixed pursuant to said provisions, and
(ii) each such additional Director shall serve until such Director's successor
shall have been duly elected and qualified, or until such Director's right to
hold such office terminates pursuant to said provisions, whichever occurs
earlier, subject to such Director's earlier death, disqualification, resignation
or removal. Except as otherwise provided by the Board of Directors in the
resolution or resolutions establishing such series, whenever the holders of any
series of Undesignated Preferred Stock having such right to elect additional
Directors are divested of such right pursuant to the provisions of such stock,
the terms of office of all such additional Directors elected by the holders of
such stock, or elected to fill any vacancies resulting from the death,
resignation, disqualification or removal of such additional Directors, shall
forthwith terminate and the total and authorized number of Directors of the
Corporation shall be reduced accordingly.

      4. Vacancies. Subject to the rights, if any, of the holders of any series
of Undesignated Preferred Stock to elect Directors and to fill vacancies in the
Board of Directors relating thereto, any and all vacancies in the Board of
Directors, however occurring, including, without limitation, by reason of an
increase in size of the Board of Directors, or the death, resignation,
disqualification or removal of a Director, shall be filled solely by the
affirmative vote of a majority of the remaining Directors then in office, even
if less than a quorum of the Board of Directors. Any Director appointed in
accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was
created or the vacancy occurred and until such Director's successor shall have
been duly elected and qualified or until his or her earlier resignation or
removal. Subject to the rights, if any, of the holders of any series of
Undesignated Preferred Stock to elect Directors, when the number of Directors is
increased or decreased, the Board of Directors shall determine the class or
classes to which the increased or decreased number of Directors shall be
apportioned; provided, however, that no decrease in the number of Directors
shall shorten the term of any incumbent Director. In the event of a vacancy in
the Board of Directors, the remaining Directors, except as otherwise provided by
law, may exercise the powers of the full Board of Directors until the vacancy is
filled.

      5. Removal. Subject to the rights, if any, of any series of Undesignated
Preferred Stock to elect Directors and to remove any Director whom the holders
of any such stock have the right to elect, any Director (including persons
elected by Directors to fill vacancies in the Board of Directors) may be removed
from office (i) only with cause and (ii) only by the


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affirmative vote of at least two-thirds of the total votes which would be
eligible to be cast by stockholders in the election of such Director. At least
30 days prior to any meeting of stockholders at which it is proposed that any
Director be removed from office, written notice of such proposed removal shall
be sent to the Director whose removal will be considered at the meeting. For
purposes of this Third Amended and Restated Certificate of Incorporation,
"cause," with respect to the removal of any Director shall mean only (i)
conviction of a felony, (ii) declaration of unsound mind by order of court,
(iii) gross dereliction of duty, (iv) commission of any action involving moral
turpitude, or (v) commission of an action which constitutes intentional
misconduct or a knowing violation of law if such action in either event results
both in an improper substantial personal benefit and a material injury to the
Corporation.

                                   ARTICLE VII

                             LIMITATION OF LIABILITY

      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 (a) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (b) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) under Section 174 of the DGCL or (d) for any transaction
from which the Director derived an improper personal benefit. If the DGCL is
amended after the effective date of this Third Amended and Restated Certificate
of Incorporation to authorize corporate action further 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 DGCL, as so amended.

      Any repeal or modification of this Article VII by either of (i) the
stockholders of the Corporation or (ii) an amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such repeal or
modification with respect to any acts or omissions occurring before such repeal
or modification of a person serving as a Director at the time of such repeal or
modification.

                                 ARTICLE VIII

                             AMENDMENT OF BY-LAWS

      1. Amendment by Directors.

      Except as otherwise provided by law, the By-laws of the Corporation may be
amended or repealed by the Board of Directors by the affirmative vote of a
majority of the Directors then in office.


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      2. Amendment by Stockholders.

      The By-laws of the Corporation may be amended or repealed at any annual
meeting of stockholders, or special meeting of stockholders called for such
purpose, by the affirmative vote of at least two-thirds of the total votes
eligible to be cast on such amendment or repeal by holders of voting stock,
voting together as a single class; provided, however, that if the Board of
Directors recommends that stockholders approve such amendment or repeal at such
meeting of stockholders, such amendment or repeal shall only require the
affirmative vote of a majority of the total votes eligible to be cast on such
amendment or repeal by holders of voting stock, voting together as a single
class.

                                   ARTICLE IX

                    AMENDMENT OF CERTIFICATE OF INCORPORATION

      The Corporation reserves the right to amend or repeal this Third Amended
and Restated Certificate of Incorporation in the manner now or hereafter
prescribed by statute and this Third Amended and Restated Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation. No amendment or repeal of this Third Amended and
Restated Certificate of Incorporation shall be made unless the same is first
approved by the Board of Directors pursuant to a resolution adopted by the Board
of Directors in accordance with Section 242 of the DGCL, and, except as
otherwise provided by law, thereafter approved by the stockholders. Whenever any
vote of the holders of voting stock is required, and in addition to any other
vote of holders of voting stock that is required by this Third Amended and
Restated Certificate of Incorporation or by law, the affirmative vote of a
majority of the total votes eligible to be cast by holders of voting stock with
respect to such amendment or repeal, voting together as a single class, at a
duly constituted meeting of stockholders called expressly for such purpose shall
be required to amend or repeal any provisions of this Third Amended and Restated
Certificate of Incorporation; provided, however, that the affirmative vote of
not less than 80% of the total votes eligible to be cast by holders of voting
stock, voting together as a single class, shall be required to amend or repeal
any of the provisions of Article V, Article VI, Article VII or Article IX of
this Third Amended and Restated Certificate of Incorporation.


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      THIS THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION is 
executed as of this 28th day of July, 1998.

                                  NATROL, INC.


                                  By: /s/ ELLIOTT BALBERT
                                     ---------------------------------
                                     Name:  Elliott Balbert
                                     Title: President



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