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                                                                     Exhibit 3.1

                                     AMENDED
                           CERTIFICATE OF DESIGNATION
                                       OF
                            SERIES E PREFERRED STOCK
                                       OF
                      DIPLOMAT DIRECT MARKETING CORPORATION

                  DIPLOMAT DIRECT MARKETING CORPORATION, a corporation organized
and existing under the laws of the State of Delaware, hereby certifies as
follows:

                  1. The name of the corporation is Diplomat Direct Marketing
Corporation. The date of filing of its original Certificate of Designation to
which this certificate relates was December 17, 1997.

                  2. The Amended Certificate of Designation of Series E
Preferred Stock only amends the certificate as follows:

                  Deleting Section 1 which previously read as follows:

                           1. Designation. The shares of the Series shares shall
         be designated "Series E Preferred Stock", and the number of shares
         constituting the Series shall be 3,480.

                  Adding new Section 2 to read as follows:

                           1. Designation. The shares of the Series shall be
         designated "Series E Preferred Stock", and the number of shares
         constituting the Series shall be 3,705.

                  3. The text of the Certification of Designation of Series E
Preferred Stock as amended hereby reads as follows:

                           1. Designation. The shares of the Series shall be
         designated "Series E Preferred Stock", and the number of shares
         constituting the Series shall be 3,705.

                           2. Dividends. Holders of the Series E Preferred Stock
         (the "Holders") shall be entitled to an annual cumulative dividend of
         six percent (6%) of the Liquidation Value of the Series E Preferred
         Stock for a period of three years commencing on the date of issuance,
         and twelve percent (12%) thereafter, all dividends being payable
         annually in arrears. Dividends will be payable in cash or, at the
         option of the Company, in Common Stock. Dividends payable for any
         period less than a full year, will be computed on the basis of a 360
         day year with equal months of 30 days.

                           3. Liquidation.

                                    (a) Liquidation Preference. Upon any
                           liquidation, dissolution, or winding up of the
                           Corporation, whether voluntary or


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                           involuntary, and after provision for the payment of
                           creditors, the Holders shall be entitled to be paid
                           an amount equal to $1000.00 per share ("Liquidation
                           Value") of Series E Preferred Stock held, before any
                           distribution or payment is made upon any shares of
                           Common Stock and any other series of stock junior to
                           the Series E Preferred Stock but subject to the prior
                           preferences of any series or class of stock of the
                           Corporation senior to the Series E Preferred Stock.

                                    (b) Ratable Distribution. If upon any
                           liquidation, dissolution or winding up of the
                           Corporation, the net assets of the Corporation to be
                           distributed among the Holders shall be insufficient
                           to permit payment in full to the Holders of such
                           Series E Preferred Stock, then all remaining net
                           assets of the Corporation after the provision for the
                           payment of the Corporation's debts and distribution
                           to any senior stockholders shall be distributed
                           ratably in proportion to the full amounts to which
                           they would otherwise be entitled to receive among the
                           Holders.

                                    (c) Corporate Changes. The sale, lease or
                           exchange of all or substantially all of the
                           Corporation's assets or the merger or consolidation
                           of the Corporation which results in the holders of
                           Common Stock of the Corporation receiving in exchange
                           for such Common Stock cash, notes, debentures or
                           other evidences of indebtedness or obligations to pay
                           cash, or preferred stock of the surviving entity
                           which ranks on a parity with or senior to the Series
                           E Preferred Stock as to dividends or upon
                           liquidation, dissolution or winding-up shall be
                           deemed to be a liquidation, dissolution or winding up
                           of the affairs of the Corporation within the meaning
                           of this Section 3(c). In the case of mergers or
                           consolidations of the Corporation where holders of
                           Common Stock of the Corporation receive, in exchange
                           for such Common Stock, common stock or preferred
                           stock in the surviving entity (whether or not the
                           surviving entity is the Corporation) of such merger
                           or consolidation, or common stock or preferred stock
                           of another entity (in either case, such preferred
                           stock to be received in exchange for common stock is
                           herein referred to as "Exchanged Preferred Stock"),
                           which is junior as to dividends and upon liquidation,
                           dissolution or winding up to the Series E Preferred
                           Stock, the merger agreement or consolidation
                           agreement shall expressly provide that the Series E
                           Preferred Stock shall become preferred stock of such
                           surviving entity or other entity, as the case may be,
                           with the same annual dividend rate and equivalent
                           rights to the rights set forth herein; provided
                           however that if the Exchanged Preferred Stock is to
                           be mandatorily redeemed in whole

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                           or in part through the operation of a sinking fund or
                           otherwise the merger or consolidation agreement shall
                           expressly provide that, or other provisions shall be
                           made so that, all shares of the Series E Preferred
                           Stock shall be mandatorily redeemed prior to the
                           first mandatory redemption of the Exchanged Preferred
                           Stock; and provided further, that in the event the
                           Corporation or an affiliate of the Corporation
                           optionally redeems or otherwise acquires any or all
                           of the then outstanding shares of Exchanged Preferred
                           Stock, the Corporation shall redeem all shares of
                           Series E Preferred Stock. In the event of a merger or
                           consolidation of the Corporation where the
                           consideration received by the holders of common stock
                           consists of two or more types of the consideration
                           set forth above, the holders of the Series E
                           Preferred Stock shall be entitled to receive either
                           cash or securities based upon the foregoing in the
                           same proportion as the holders of common stock of the
                           Corporation are receiving cash or debt securities, or
                           equity securities in the surviving entity or other
                           entity.

                           4. Redemption. The Company may at any time it may
         lawfully do so, redeem in whole or in part the Series E Preferred Stock
         by paying in cash therefore a sum equal to $1,000 per share of Series E
         Preferred Stock (as adjusted for any stock dividends, combinations or
         splits with respect to such shares) plus all unpaid dividends on such
         shares ("Redemption Price").

                           5. Voting Rights. Except as required under Delaware
         law, the Holders shall not have any right or power to vote on any
         question or in any proceeding or to be represented at or to receive
         notice of any proceeding or meeting of the stockholders.

                           6. Conversion Rights. The Series E Preferred Stock
         shall not be convertible into Common Stock.

                           7. No Preemptive Rights. No holders of Series E
         Preferred Stock, whether now or hereafter authorized, shall, as such
         holder, have any preemptive right whatsoever to purchase, subscribe for
         or otherwise acquire, stock of any class of the Corporation nor of any
         security convertible into, nor of any warrant, option or right to
         purchase, subscribe for or otherwise acquire, stock of any class of the
         Corporation, whether now or hereafter authorized.

                           8. Exclusion of Other Rights. Except as may otherwise
         be required by law, the shares of Series E Preferred Stock shall not
         have any preferences or relative, participating, optional or other
         special rights, other than those specifically set forth in this
         resolution (as such resolution may be amended from time to time) and in
         the Corporation's Certificate of Incorporation. The Shares of Series E
         Preferred Stock shall have no

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         preemptive or subscription rights.

                           9. Headings of Subdivisions. The headings of the
         various subdivisions hereof are for convenience of reference only and
         shall not affect the interpretation of any of the provisions hereof.

                           10. Severability of Provisions. If any right,
         preference or limitation of the Preferred Stock set forth in this
         Certificate (as such Certificate may be amended from time to time) is
         invalid, unlawful or incapable of being enforced by reason of any rule
         of law or public policy, all other rights, preferences and limitations
         set forth in this Certificate (as so amended) which can be given effect
         without the invalid, unlawful or unenforceable right, preference or
         limitation shall, nevertheless, remain in full force and effect, and no
         right, preference or limitation herein set forth shall be deemed
         dependent upon any other such right, preference or limitation unless so
         expressed herein.

                           11. Status of Reacquired Shares. Shares of Series E
         Preferred Stock which have been issued and reacquired in any manner
         shall (upon compliance with any applicable provisions of the laws of
         the State of Delaware) have the status of authorized and unissued
         shares of Series E Preferred Stock issuable in series undesignated as
         to series and may be redesignated and reissued

                  4. The Amended Certificate of Designation was duly adopted by
the unanimous written consent of the board of directors of the corporation on
March 8, 1999, in accordance Section 151 of the Delaware General Corporation
Law.

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                  IN WITNESS WHEREOF, the Corporation has caused this
Certificate to be signed in its name and on its behalf by its President and
attested to this day of April, 1999.

                                     DIPLOMAT DIRECT MARKETING
                                       CORPORATION




                                     By:______________________________
                                            Jonathan Rosenberg
                                            President


ATTESTED



_______________________________
Stuart A. Leiderman, Secretary













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