CERTIFICATE OF INCORPORATION

                                       OF

                                DAY RUNNER, INC.


                  The  undersigned,  in order to form a  corporation  under  and
pursuant  to the  provisions  of the  General  Corporation  Law of the  State of
Delaware, does hereby certify as follows:


                                    Article I

                  The name of the corporation is Day Runner, Inc.


                                   Article II

                  The address of the registered office of the corporation in the
State of Delaware is 32 Loockerman  Square,  Suite L-100,  in the City of Dover,
County of Kent.  The name of the  registered  agent of the  corporation  at such
address is The Prentice-Hall Corporation System, Inc.


                                   Article III

                  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.


                                   Article IV

                  The total  number of shares of all  classes of stock which the
corporation  is  authorized  to  issue  is  51,000,000  shares,   consisting  of
50,000,000  shares of Common  Stock  having a par value of $0.001 per share (the
"Common  Stock") and 1,000,000  shares of Preferred  Stock having a par value of
$0.001 per share (the "Preferred Stock").

                  The  Board  of  Directors  is   authorized  by  resolution  or
resolutions from time to time adopted,  subject to any limitation  prescribed by
law, to provide for the issuance of the shares of Preferred Stock in series, and
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  designations,   powers  (including  voting  powers),
preferences and relative, participating, optional or other special rights of the
shares of each such series and the qualifications,  limitations and restrictions
thereof.  The number of authorized shares of Preferred Stock may be increased or
decreased (but not below the number of shares thereof then  outstanding)  by the
affirmative  vote of the  holders of a  majority  of the  outstanding  shares of
Common Stock, without a vote of the holders of Preferred Stock, or of any series
thereof,  unless  a  vote  of any  such  holders  is  required  pursuant  to the
certificate or certificates establishing any series of Preferred Stock.


                                    Article V

                  The election of directors  of the  corporation  need not be by
written ballot unless required by the bylaws of the corporation.


                                   Article VI

                  In furtherance  and not in limitation of the powers  conferred
by the laws of the  State of  Delaware,  the  Board of  Directors  is  expressly
authorized to adopt, amend and repeal the bylaws of the corporation.


                                   Article VII

                  Any  action   required  or   permitted  to  be  taken  by  the
stockholders  of the  corporation  must be effected  at a duly called  annual or
special meeting of the stockholders and may not be effected by a written consent
of the stockholders in lieu of such meeting.
<PAGE>


                                  Article VIII

                  A director of the corporation  shall not be personally  liable
to the corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director of the  corporation;  provided,  however,  that the
foregoing is not  intended to eliminate or limit the  liability of a director of
the  corporation  (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 any improper personal  benefit.  If the Delaware
General  Corporation  Law is  amended  after  the date of  incorporation  of the
corporation 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 Delaware General  Corporation Law, as so amended.  No amendment to or repeal
of this Article VIII shall have any adverse  effect on the  liability or alleged
liability of any director of the  corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment or repeal.


                                   Article IX

                  The corporation  reserves the right to amend, alter, change or
repeal any provision  contained in this Certificate of Incorporation or to adopt
new  provisions,  in the manner now or hereafter  prescribed  by the laws of the
State of Delaware, as amended from time to time, and all rights conferred herein
are granted subject to this reservation.


                                    Article X

                  The  name  and  mailing  address  of the  incorporator  of the
corporation are as follows:

                                    Mark A. Vidovich
                                    c/o Day Runner, Inc.
                                    2750 West Moore Avenue
                                    Fullerton, California  92633

                  IN WITNESS WHEREOF,  I have hereunto set my hand this 18th day
of May, 1993.

                                                              Mark A. Vidovich
                                                              -----------------
                                                              Mark A. Vidovich
                                                              Incorporator
<PAGE>


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                DAY RUNNER, INC.

                  DAY RUNNER,  INC., a corporation  organized and existing under
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
hereby certify that:

                  FIRST: The Board of Directors of the Corporation, at a meeting
duly noticed and held, adopted a resolution  setting forth a proposed  amendment
to the  Certificate of Incorporation of the Corporation.  The resolution setting
forth the proposed amendment is as follows:

                  RESOLVED,  that  the  first  paragraph  of  Article  IV of the
Company's  Certificate  of  Incorporation  be amended to read in its entirety as
follows:

                           "The total  number of shares of all  classes of stock
                  which the  corporation  is  authorized  to issue is 15,000,000
                  shares, consisting of 14,000,000 shares of Common Stock having
                  a par  value of $0.001  per share  (the  `Common  Stock')  and
                  1,000,000  shares  of  Preferred  Stock  having a par value of
                  $0.001 per share (the `Preferred Stock')."

                  SECOND:   Thereafter,   pursuant   to   resolutions   of   the
Corporation's  Board of  Directors,  the  Corporation's  1994 Annual  Meeting of
Stockholders was duly called and held upon notice in accordance with Section 222
of the General  Corporation  Law of the State of Delaware,  at which meeting the
necessary  number of shares as  required  by  statute  was voted in favor of the
amendment.

                  THIRD:The aforesaid amendment was duly adopted  in  accordance
with the provisions of Section 242 of the General Corporation Law of  the State 
of Delaware.

                  IN  WITNESS  WHEREOF,  DAY RUNNER,  INC.  has  caused  this  
Certificate of Amendment to be signed by Mark A. Vidovich, its Chief Executive
Officer, and attested by Dennis K.  Marquardt,  its Secretary,  this 29th day
of June, 1994.

                                                         DAY RUNNER, INC.
  
                                                         Mark A. Vidovich
                                                         ----------------- 
                                                         Mark A. Vidovich
                                                         Chief Executive Officer
ATTEST:

Dennis K. Marquardt
---------------------
Dennis K. Marquardt
Secretary

<PAGE>

                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                DAY RUNNER, INC.


                  DAY RUNNER,  INC., a corporation  organized and existing under
the General Corporation Law of the State of Delaware (the  "Corporation"),  does
hereby certify that:

                  FIRST:  At  a  meeting  of  the  Board  of  Directors  of  the
Corporation,  the  Board  duly  adopted  resolutions  setting  forth a  proposed
amendment to the Certificate of Incorporation of the Corporation, declaring said
amendment  to be  advisable  and  calling a meeting of the  stockholders  of the
Corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

                  RESOLVED,  that  the  first  paragraph  of  Article  IV of the
Company's  Certificate  of  Incorporation  be amended to read in its entirety as
follows:

                           'The total  number of shares of all  classes of stock
                  which the  corporation  is  authorized  to issue is 30,000,000
                  shares, consisting of 29,000,000 shares of Common Stock having
                  a par  value of $0.001  per share  (the  'Common  Stock')  and
                  1,000,000  shares  of  Preferred  Stock  having a par value of
                  $0.001 per share (the  'Preferred  Stock').  Upon amendment of
                  this  Article IV, each  outstanding  share of Common  Stock is
                  split up and converted into two shares of Common Stock."

                  SECOND:  Thereafter,  pursuant to a resolution of the Board of
Directors  of the  Corporation,  a special  meeting of the  stockholders  of the
Corporation was duly called and held, upon notice in accordance with Section 222
of the General  Corporation  Law of the State of Delaware,  at which meeting the
necessary  number of shares as  required  by  statute  was voted in favor of the
amendment.

                  THIRD:  The aforesaid amendment was duly adopted in accordance
with the  provisions of Section 242 of the General Corporation Law of the State
 of Delaware.

                  IN  WITNESS  WHEREOF,   Day  Runner,   Inc.  has  caused  this
Certificate  of  Amendment  to be signed  by Mark A.  Vidovich,  its  authorized
officer, this 18th day of March, 1998.

                                       DAY RUNNER, INC.
                                      /s/ Mark A. Vidovich
                                      -----------------------------------------
                                      Mark A. Vidovich
                                       Chief Executive Officer