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Exhibit 3.1
 ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
  1.
    
    The name of the corporation is: DEB SHOPS, INC.2.
    
    The (a) address of this corporations current registered office in this Commonwealth or (b)
name of its commercial registered office provider and the county of venue is (the
Department is hereby authorized to correct the following information to
conform to the records of the Department):
 (a) 9401 Blue Grass Road Philadelphia PA 19114
    
    Philadelphia(b) c/o:Name of Commercial Registered Office Provider
    
    County
 For a corporation represented by a commercial registered office provider, the county in
(b) shall be deemed the county in which the corporation is located for venue and official
publication purposes.3.
    
    The statute by or under which it was incorporated is: PA Business Corporation Law of
1933, as amended4.
    
    The date of its incorporation is: 7/19/735.
    
    (Check, and if appropriate complete, one of the following):þ The amendment shall be affective upon filing these Articles of Amendment in the Department of State.o The amendment shall he effective on:
 at
 Date
    
    Hour
 6.
    
    (Check one of the following:þ The amendment was adopted by the shareholders (or members) pursuant to
15 Pa.C.S. § 1914(a) and (b).o The amendment was adopted by the board of directors pursuant to 15 Pa.C.S. §
1914(c).7.
    
    (Check, and if appropriate complete, one of the following):o The amendment was adopted by the corporation, set forth in full, is as follows:
 
 
 
 þ




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8.
    
    (Check if the amendment restates the Articles):o The restated Articles of incorporation supersede the original Articles and all
amendments thereto.
 rd
 DEB SHOP, INC.
(Name of Corporation)By:
    
    /s/ Warren Weiner

(Signature)TITLE:
    
    Warren Weiner, Secretary




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APPLICANTS ACCT NO.DSCB: BCL806 (Rev. 8-72)Filing Fee: $40
AB-2
    
    (Line for numbering)
181908
 Articles of
    
    COMMONWEALTH OF PENNSYLVANIAAmendment
    
    DEPARTMENT OF STATEDomestic Business Corporation
    
    CORPORATION BUREAU
 
     9401 Blue Grass Road(NUMBER)
    
    
    
    (STREET)Philadelphia
    
    Pennsylvania
    
    
    19114(CITY)
    
    
    
    (ZIP CODE)
  
   o
 Time: The
 day of, 19____.Place:Kind and period of notice
 þ




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DEB SHOPS, INC.(NAME OF CORPORATION)Attest:/s/ Warren Weiner
(SIGNATURE)
    
    
    
    By:
    
    /s/ Marvin Rounick
(SIGNATURE)Warren Weiner, Secretary
    
    
    
    
    
    Marvin Rounick, President(TITLE: SECRETARY, ASSISTANT
SECRETARY, ETC.)
    
    
    
    
    
    (TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
   A.
    
    Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of
Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall
accompany Articles of Amendment effecting a change of name.B.
    
    Any necessary governmental approvals shall accompany this form.C.
    
    Where action is taken by partial written consent pursuant to the
Articles, the second alternate of Paragraph 5 should be modified
accordingly.D.
    
    If the shares of any class were entitled to vote as a class, the number
of shares of each class so entitled and the number of shares of all
other classes entitled to vote should be set forth in Paragraph 6(b).E.
    
    If the shares of any class were entitled to vote as a class, the number
of shares of such class and the number of shares of all other classes
voted for and against such amendment respectively should be set forth
in Paragraphs 7(a) and 7(b).F.
    
    BCL ss.807 (15 P. S. ss.1807) requires that the corporation shall
advertise its intention to file or the filing of Articles of Amendment.
Proofs of publication of such advertising should not be delivered to
the Department, but should be filed with the minutes of the
corporation.




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APPLICANTS ACCT NO.DSCB: BCL602 (Rev. 8-72)Filing Fee: $40 181908
AB-2
    
    (Line for numbering)
 Statement Affecting Class
    
    COMMONWEALTH OF PENNSYLVANIAor Series of Shares
    
    DEPARTMENT OF STATEDomestic Business Corporation
    
    CORPORATION BUREAU
 
     o
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   o




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þ
  DEB SHOPS, INC.(NAME OF CORPORATION)By:
    
    /s/ Marvin Rounick

(SIGNATURE)Marvin Rounick, President

(TITLE: PRESIDENT, VICE PRESIDENT, ETC.)
 Attest:/s/ Warren Weiner

(SIGNATURE)Warren Weiner, Secretary

(TITLE: SECRETARY, ASSISTANT
SECRETARY, ETC.)(CORPORATE SEAL)




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EXHIBIT A




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APPLICANTS ACCT NO.DSCB: BCL-806 (Rev. 8-72)
    
    84341979Filing Fee: $40
                              181908
AB-2
    
    (Line for numbering)
 Articles of
    
    COMMONWEALTH OF PENNSYLVANIAAmendment
    
    DEPARTMENT OF STATEDomestic Business Corporation
    
    CORPORATION BUREAU
 
     9401 Blue Grass Road(NUMBER)
    
    
    
    (STREET)Philadelphia
    
    Pennsylvania
    
    
    19114(CITY)
    
    
    
    (ZIP CODE)
     þ
   
 o




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(a)
    
    The number of shares voted in favor of the amendment was:3,811,445 Common(b)
    
    The number of shares voted against the amendment was:8,425 Common
    DEB SHOPS, INC.Attest:
    
    
    
    
    
    (NAME OF CORPORATION)/s/ Warren Weiner
    
    
    
    By:
    
    /s/ Marvin Rounick(SIGNATURE)
    
    
    
    
    
    (SIGNATURE)Warren Weiner, Secretary
    
    
    
    
    
    Marvin Rounick, President(TITLE: SECRETARY, ASSISTANT
SECRETARY, ETC.)
    
    
    
    
    
    (TITLE: PRESIDENT, VICE PRESIDENT, ETC.)(CORPORATE SEAL)
  A.
    
    Any necessary copies of Form DSCB:17.2 (Consent to Appropriation of
Name) or Form DSCB:17.3 (Consent to Use of Similar Name) shall
accompany Articles of Amendment effecting a change of name.B.
    
    Any necessary governmental approvals shall accompany this form.C.
    
    Where action is taken by partial written consent pursuant to the
Articles, the second alternate of Paragraph 5 should be modified
accordingly.D.
    
    If the shares of any class were entitled to vote as a class, the number
of shares of each class so entitle and the number of shares of all
other classes entitled to vote should be set forth in Paragraph 6(b).E.
    
    If the shares of any class were entitled to vote as a class, the number
of shares of such class and the number of shares of all other classes
voted for and against such amendment respectively should be set forth
in Paragraphs 7(a) and 7(b).F.
    
    BCL ss.807 (15 P. S. ss.1807) requires that the corporation shall
advertise its intention to file or the filing of Articles of Amendment.
Proofs of publication of such advertising should not be delivered to
the Department, but should be filed with the minutes of the
corporation.