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                                                                     EXHIBIT 3.1

                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                     MEDICAL STAFFING NETWORK HOLDINGS, INC.

                                 * * * * * * * *

          MEDICAL STAFFING NETWORK HOLDINGS, INC., a Delaware corporation (the
"CORPORATION"), hereby certifies as follows:

          1.     The name of the Corporation is MEDICAL STAFFING NETWORK
HOLDINGS, INC. The Corporation was originally incorporated under the name MSN
Holdings, Inc. and its original Certificate of Incorporation was filed with the
Secretary of State of the State of Delaware on September 24, 1998. The original
Certificate of Incorporation was restated on September 30, 1998, and the
Restated Certificate of Incorporation was corrected on October 23, 1998 and
restated on March 1, 1999, May 4, 2000 and October 26, 2001 and was amended on
January 16, 2002.

          2.     Pursuant to Section 242 and 245 of the General Corporation Law
of the State of Delaware, this Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the Corporation.

          3.     This Amended and Restated Certificate of Incorporation was duly
adopted by the written consent of the Board of Directors of the Corporation (the
"BOARD OF DIRECTORS") and by the written consent of the stockholders of the
Corporation in accordance with the applicable provisions of Sections 141, 228,
242 and 245 of the General Corporation Law of the State of Delaware.

          4.     The text of the Certificate of Incorporation of the Corporation
is hereby restated and further amended to read in its entirety as follows:

                                   ARTICLE I.

          The name of the corporation is MEDICAL STAFFING NETWORK HOLDINGS, INC.

                                   ARTICLE II.

          The address of the registered office of the Corporation in the State
of Delaware is 2711 Centerville Road, Suite 400, Wilmington, County of New
Castle, Delaware 19808. The name of the registered agent of the Corporation at
such address is Corporation Service Company.

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                                  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 General Corporation Law of the State of
Delaware.

                                   ARTICLE IV.

          The total authorized capital stock of the Corporation shall be 90
million (90,000,000) shares consisting of (i) 75 million (75,000,000) shares of
Common Stock, $.01 par value per share ("COMMON STOCK"), and (ii) fifteen
million (15,000,000) shares of Preferred Stock, $.01 par value per share
("PREFERRED STOCK").

          (a)    COMMON STOCK.

          (i)    DIVIDENDS. Subject to the preferences and other rights of the
     Preferred Stock, if any, the holders of Common Stock shall be entitled to
     receive dividends when and as declared by the Board of Directors out of
     funds legally available therefor. Holders of shares of Common Stock shall
     be entitled to share equally, share for share, in such dividends.

          (ii)   LIQUIDATION. In the event of any liquidation, dissolution or
     winding up of the affairs of the Corporation, voluntary or involuntary,
     after payment or provision for payment to the holders of the Corporation's
     Preferred Stock, if any, of the amounts to which they may be entitled, the
     remaining assets of the Corporation available to stockholders shall be
     distributed equally per share to the holders of Common Stock irrespective
     of class.

          (iii)  VOTING. Except as otherwise provided herein or by law, each
     holder of Common Stock shall be entitled to one vote in respect of each
     share of Common Stock held of record on all matters submitted to a vote of
     stockholders.

          (b)    PREFERRED STOCK. The Preferred Stock may be issued from time to
time in one or more series, each of which series shall have such distinctive
designation or title and such number of shares as shall be fixed by the Board of
Directors prior to the issuance of any shares thereof. Each such series of
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, as
shall be stated and expressed in the resolution or resolutions providing for the
issue of such series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof pursuant to
the authority hereby expressly vested in it. The Board of Directors is further
authorized to increase or decrease (but not below the number of shares
outstanding) the number of shares of any series of Preferred Stock subsequent to
the issuance of shares of that series. In case the number of shares of any
series shall be so decreased, the shares constituting such decrease shall resume
the status of which they had prior to the adoption of the

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resolution originally fixing the number of shares of such series. Except as
provided in the resolution or resolutions of the Board of Directors creating any
series of Preferred Stock or as otherwise provided herein, the shares of Common
Stock shall have the exclusive right to vote for the election and removal of
directors and for all other purposes.

                                   ARTICLE V.

          In furtherance and not in limitation of the powers conferred by
statute, the Bylaws of the Corporation may be made, altered, amended or repealed
by two-thirds of the stockholders entitled to vote for the Board of Directors or
by a majority of the entire Board of Directors.

                                   ARTICLE VI.

          (a)    The business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors. The number of directors of the
Corporation shall be no fewer than three (3) and no more than fifteen (15) and
such number shall be fixed by, or in the manner provided in, the Bylaws of the
Corporation.

          (b)    Upon the effectiveness of this Amended and Restated Certificate
of Incorporation by filing this Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware (the
"EFFECTIVE TIME"), the Board of Directors shall be divided into three classes to
be designated as Class I, Class II and Class III. The number of directorships
shall be apportioned among the classes so as to maintain the classes as nearly
equal in number as possible. The Board of Directors, by resolution, shall
designate the class in which each of the directors then in office shall serve
upon such classification. The terms of office of the classes of directors so
designated by the Board of Directors shall expire at the times of the annual
meetings of the stockholders as follows: Class I on the first annual meeting of
stockholders following the Effective Time, Class II on the second annual meeting
following the Effective Time and Class III on the third annual meeting following
the Effective Time, or thereafter in each case when their respective successors
are elected and qualified. At subsequent annual elections, the directors chosen
to succeed those whose terms are expiring shall be identified as being of the
same class as the directors whom they succeed, and shall be elected for a term
ending at the time of the third succeeding annual meeting of stockholders, or
thereafter in each case when their respective successors are elected and
qualified.

          (c)    A director may be removed from office only for cause and only
by vote of at least a majority of the outstanding stock entitled to vote in an
election of directors. Any vacancy on the Board of Directors, however resulting,
may be filled only 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 shall hold office for a term that shall coincide with the term of the
class to which such director shall have been elected.

          (d)    Elections of directors need not be by written ballot.

                                  ARTICLE VII.

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          (a)    The Corporation shall indemnify to the fullest extent
authorized or permitted under and in accordance with the laws of the State of
Delaware (as now or hereafter in effect) 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, by
reason of the fact that he or she 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, trustee, employee or agent of or in any other capacity
with 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 or her in connection with
such action, suit or proceeding if he or she acted in good faith and in a manner
he or she 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 or her conduct was unlawful.

          (b)    Expenses incurred in defending a civil or criminal action, suit
or proceeding shall (in the case of any action, suit or proceeding against a
director of the Corporation) or may (in the case of any action, suit or
proceeding against an officer, trustee, employee or agent) 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 indemnified person to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the Corporation as authorized in this Article.

          (c)    This indemnification and other rights set forth in this Article
shall not be exclusive of any provisions with respect thereto in the Bylaws or
any other contract or agreement between the Corporation and any officer,
director, employee or agent of the Corporation.

          (d)    Neither the amendment nor repeal of paragraph (a), (b) or (c)
of this Article VII, nor the adoption of any provision of this Amended and
Restated Certificate of Incorporation inconsistent with paragraph (a), (b) or
(c) of this Article VII, shall eliminate or reduce the effect of paragraphs (a),
(b) and (c) of this Article VII, in respect of any matter occurring before such
amendment, repeal or adoption of an inconsistent provision or in respect of any
cause of action, suit or claim relating to any such matter which would have
given rise to a right of indemnification or right to receive expenses pursuant
to paragraph (a), (b) or (c) of this Article VII, if such provision had not been
so amended or repealed or if a provision inconsistent therewith had not been so
adopted.

          (e)    No director shall be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except liability:

          (i)    for any breach of the director's duty of loyalty to the
     Corporation or its stockholders;

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          (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 General Corporation Law of the State
     of Delaware; or

          (iv)   for any transaction from which a director derived an improper
     personal benefit.

          If the General Corporation Law of the State of Delaware is amended
after the date of this 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 General
Corporation Law of the State of Delaware, as so amended.

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          IN WITNESS WHEREOF, said Corporation has caused this Certificate to be
signed by its President and Chief Executive Officer April 23, 2002.

                              MEDICAL STAFFING NETWORK HOLDINGS, INC.


                              BY: /s/ Robert J. Adamson
                                 -----------------------------------------------
                                  Name:  Robert J. Adamson
                                  Title: President and Chief Executive Officer