**Exhibit 3.1**

**AMENDED ANDRESTATED CERTIFICATE OF INCORPORATIONOFPHYSICIANS FORMULA HOLDINGS, INC.**

*A DelawareCorporation*

**ARTICLE ONE**

**NAME**

The name of the Corporation is Physicians FormulaHoldings, Inc. (the “*Corporation*”).

**ARTICLE TWO**

**REGISTEREDOFFICE AND AGENT**

The address of the Corporation’s registered office in theState of Delaware is 1209 Orange Street, in the City of Wilmington, County ofNew Castle, 19801. The name of its registered agent at such address is TheCorporation Trust Company.

**ARTICLE THREE**

**PURPOSE**

The nature of the business or purposes to be conducted orpromoted is to engage in any lawful act or activity for which corporations maybe organized under the Delaware General Corporation Law.

**ARTICLE FOUR**

**CAPITAL STOCK**

PART A. AUTHORIZED SHARES

The total number of shares of all classes of capitalstock which the Corporation shall have authority to issue is 60,000,000 shares,consisting of:

1.             10,000,000shares of initially undesignated Preferred Stock, par value $0.01 per share(the “*Preferred Stock*”); and

2.             50,000,000shares of Common Stock, par value $0.01 per share (the “*Common Stock*”).

The Preferred Stock and the Common Stock shall have therights, preferences and limitations set forth below.

PART B. PREFERRED STOCK

The Board of Directors is authorized, subject tolimitations prescribed by law, to provide by resolution or resolutions for theissuance of shares of Preferred Stock in one or more series, to establish thenumber of shares to be included in each such series, and to fix the votingpowers (if any), designations, powers, preferences, and relative,participating, optional or other rights, if any, of the shares of each suchseries, and any qualifications, limitations or restrictions thereof.Irrespective of the provisions of Section 242(b)(2) of the DelawareGeneral Corporation Law, the number of authorized shares of Preferred Stock maybe increased or decreased (but not below the number of shares thereof thenoutstanding) by the affirmative vote of the holders of a majority in votingpower of the stock of the Corporation entitled to vote, without the separatevote of the holders of the Preferred Stock as a class.

----

PART C. COMMON STOCK

Section 1.*  General.*  Except as (1) otherwise required by lawor (2) expressly provided in this Amended and Restated Certificate ofIncorporation, each share of Common Stock shall have the same powers, rightsand privileges and shall rank equally, share ratably and be identical in allrespects as to all matters.

Section 2.*  Voting Rights.*  Except as otherwise provided by the DelawareGeneral Corporation Law or this Amended and Restated Certificate ofIncorporation and subject to the rights of holders of any series of PreferredStock, all of the voting power of the stockholders of the Corporation shall bevested in the holders of the Common Stock, and each holder of Common Stockshall have one vote for each share held by such holder on all matters votedupon by the stockholders of the Corporation.

Section 3.*  Dividends.*  Subject to the rights of the holders ofPreferred Stock, and to the other provisions of this Amended and RestatedCertificate of Incorporation, holders of Common Stock shall be entitled toreceive equally, on a per share basis, such dividends and other distributionsin cash, securities or other property of the Corporation as may be declaredthereon by the Board of Directors from time to time out of assets or funds ofthe Corporation legally available therefor.

Section 4.*  Liquidation Rights.*  In the event of any liquidation, dissolutionor winding up of the affairs of the Corporation, whether voluntary orinvoluntary, after payment or provision for payment of the Corporation’s debtsand subject to the rights of the holders of shares of Preferred Stock upon suchdissolution, liquidation or winding up, the remaining net assets of theCorporation shall be distributed among holders of shares of Common Stockequally on a per share basis. A merger or consolidation of the Corporation withor into any other corporation or other entity, or a sale or conveyance of allor any part of the assets of the Corporation (which shall not in fact result inthe liquidation of the Corporation and the distribution of assets to itsstockholders) shall not be deemed to be a voluntary or involuntary liquidationor dissolution or winding up of the Corporation within the meaning of thisSection 4.

Section 5.*  Conversion Rights.*  The Common Stock shall not be convertibleinto, or exchangeable for, shares of any other class or classes or of any otherseries of the same class of the Corporation’s capital stock.

Section 6.*  Preemptive Rights.*  No holder of Common Stock shall have anypreemptive rights with respect to the Common Stock or any other securities ofthe Corporation, or to any obligations convertible (directly or indirectly)into securities of the Corporation whether now or hereafter authorized.

**ARTICLE FIVE**

**DURATION**

The Corporation is to have perpetual existence.

**ARTICLE SIX**

**BOARD OFDIRECTORS**

Section 1.*  Number of Directors.*  Subject to any rights of the holders of anyclass or series of Preferred Stock to elect additional directors underspecified circumstances, the number of directors which shall constitute theBoard of Directors shall be fixed from time to time by resolution adopted bythe affirmative vote of a majority of the total number of directors then inoffice.

Section 2.*  Election and Term of Office.*  The directors shall be elected by a pluralityof the votes of the shares present in person or represented by proxy at themeeting and entitled to vote in the election of directors; provided that,whenever the holders of any class or series of capital stock of the 

2

----

Corporation are entitled to elect one or more directors pursuant to theprovisions of this Amended and Restated Certificate of Incorporation (including,but not limited to, any duly authorized certificate of designation), suchdirectors shall be elected by a plurality of the votes of such class or seriespresent in person or represented by proxy at the meeting and entitled to votein the election of such directors. The directors shall be elected and shallhold office only in this manner, except as provided in Section 3 of thisARTICLE SIX. Each director shall hold office until a successor is duly electedand qualified or until his or her earlier death, resignation or removal.Elections of directors need not be by written ballot unless the bylaws of theCorporation shall so provide.

Section 3.*  Newly-Created Directorships andVacancies.*  Subject to therights of the holders of any series of Preferred Stock then outstanding, newlycreated directorships resulting from any increase in the number of directors orany vacancies in the Board of Directors resulting from death, resignation,retirement, disqualification, removal from office or any other cause may be filled,so long as there is at least one remaining director, only by the Board ofDirectors, provided that a quorum is then in office and present, or by amajority of the directors then in office, if less than a quorum is then inoffice, or by the sole remaining director. Directors elected to fill a newlycreated directorship or other vacancies shall hold office until such director’ssuccessor has been duly elected and qualified or until his or her earlierdeath, resignation or removal as hereinafter provided.

Section 4.*  Removal of Directors.*  Subject to the rights of the holders of anyseries of Preferred Stock then outstanding, any director may be removed fromoffice at any time for cause, at a meeting called for that purpose, but only bythe affirmative vote of the holders of at least 66 2¤3% of the voting power of all outstanding shares ofCommon Stock entitled to vote generally in the election of directors, votingtogether as a single class.

Section 5.*  Rights of Holders of Preferred Stock.*  Notwithstanding the provisions of thisARTICLE SIX, whenever the holders of one or more series of Preferred Stockissued by the Corporation shall have the right, voting separately or togetherby series, to elect directors at an annual or special meeting of stockholders,the election, term of office, filling of vacancies and other features of suchdirectorship shall be governed by the rights of such Preferred Stock as setforth in the certificate of designations governing such series.

Section 6.*  Bylaws.*  The Board of Directors is expresslyauthorized to adopt, amend, alter, change or repeal the bylaws of theCorporation. Notwithstanding the foregoing and anything contained in thisAmended and Restated Certificate of Incorporation to the contrary, the bylawsof the Corporation shall not be amended, altered, changed or repealed by thestockholders, and no provision inconsistent therewith shall be adopted by thestockholders, without the affirmative vote of the holders of 66 2¤3% of the voting power of all outstanding shares ofthe Corporation entitled to vote generally in the election of directors, votingtogether as a single class.

**ARTICLE SEVEN**

**LIMITATION OFLIABILITY AND INDEMNIFICATION**

Section 1.*  Limitation of Liability*.

(a)           To thefullest extent permitted by the Delaware General Corporation Law as it nowexists or may hereafter be amended (but, in the case of any such amendment,only to the extent that such amendment permits the Corporation to providebroader indemnification rights than permitted prior thereto), no director ofthe Corporation shall be liable to the Corporation or its stockholders formonetary damages arising from a breach of fiduciary duty owed to theCorporation or its stockholders.

(b)           Anyrepeal or modification of the foregoing paragraph by the stockholders of theCorporation shall not adversely affect any right or protection of a director ofthe Corporation existing at the time of such repeal or modification.

3

----

Section 2.*  Right to Indemnification.*  Each person who was or is made a party or isthreatened to be made a party to or is otherwise involved (includinginvolvement, without limitation, as a witness) in any actual or threatendedaction, suit or proceeding, whether civil, criminal, administrative orinvestigative (a “*proceeding*”),by reason of the fact that he or she is or was a director or officer of theCorporation or, while a director or officer of the Corporation, is or wasserving at the request of the Corporation as a director, officer, employee oragent of another corporation or of a partnership, joint venture, trust or otherenterprise, including service with respect to an employee benefit plan (an “*indemnitee*”), whether the basis of suchproceeding is alleged action in an official capacity as a director or officeror in any other capacity while serving as a director or officer, shall beindemnified and held harmless by the Corporation to the fullest extentauthorized by the Delaware General Corporation Law, as the same exists or mayhereafter be amended (but, in the case of any such amendment, only to theextent that such amendment permits the Corporation to provide broaderindemnification rights than permitted prior thereto), against all expense,liability and loss (including attorneys’ fees and related disbursements,judgments, fines, excise taxes or penalties under the Employee RetirementIncome Security Act of 1974, as amended from time to time (“*ERISA*”), penalties and amounts paid or tobe paid in settlement) reasonably incurred or suffered by such indemnitee inconnection therewith and such indemnification shall continue as to anindemnitee who has ceased to be a director, officer, employee or agent andshall inure to the benefit of the indemnitee’s heirs, executors andadministrators; provided, however, that, except as provided in Section 3of this ARTICLE SEVEN with respect to proceedings to enforce rights toindemnification, the Corporation shall indemnify any such indemnitee inconnection with a proceeding (or part thereof) initiated by such indemniteeonly if such proceeding (or part thereof) was authorized by the Board ofDirectors of the Corporation. The right to indemnification conferred in thisSection 2 of this ARTICLE SEVEN shall be a contract right and shallinclude the obligation of the Corporation to pay the expenses incurred indefending any such proceeding in advance of its final disposition (an “*advance of expenses*”); provided, however,that an advance of expenses incurred by an indemnitee shall be made only upondelivery to the Corporation of an undertaking (an “*undertaking*”), by or on behalf of such indemnitee, to repayall amounts so advanced if it shall ultimately be determined by final judicialdecision from which there is no further right to appeal (a “*final adjudication*”) that such indemniteeis not entitled to be indemnified for such expenses under this Section 2or otherwise. The Corporation may, by action of its Board of Directors, provideindemnification to employees and agents of the Corporation with the same orlesser scope and effect as the foregoing indemnification of directors andofficers.

Section 3.*  Procedure for Indemnification.*  Any indemnification of a director or officerof the Corporation or advance of expenses (including attoneys’ fees, costs andcharges) under Section 2 of this ARTICLE SEVEN shall be made promptly, andin any event within forty-five days (or, in the case of an advance of expenses,twenty days, provided that the director or officer has delivered theundertaking contemplated by Section 2 of this ARTICLE SEVEN), upon thewritten request of the director or officer. If a determination by theCorporation that the director or officer is entitled to indemnificationpursuant to this ARTICLE SEVEN is required, and the Corporation fails torespond within sixty days to a written request for indemnity, the Corporationshall be deemed to have approved the request. If the Corporation denies awritten request for indemnification or advance of expenses, in whole or inpart, or if payment in full pursuant to such request is not made withinforty-five days (or, in the case of an advance of expenses, twenty days,provided that the director or officer has delivered the undertakingcontemplated by Section 2 of this ARTICLE SEVEN), the right toindemnification or advances as granted by this ARTICLE SEVEN shall beenforceable by the director or officer in any court of competent jurisdiction.Such person’s costs and expenses incurred in connection with successfullyestablishing his or her right to indemnification, in whole or in part, in anysuch action shall also be indemnified by the Corporation. It shall be a defenseto any such action (other than an action brought to enforce a claim for theadvance of expenses where the undertaking required pursuant to Section 2of this ARTICLE SEVEN, if any, has been tendered to the Corporation) that theclaimant has not met 

4

----

the standards of conduct which make it permissible under the DelawareGeneral Corporation Law for the Corporation to indemnify the claimant for theamount claimed, but the burden of such defense shall be on the Corporation.Neither the failure of the Corporation (including its Board of Directors,independent legal counsel or its stockholders) to have made a determinationprior to the commencement of such action that indemnification of the claimantis proper in the circumstances because he or she has met the applicablestandard of conduct set forth in the Delaware General Corporation Law, nor anactual determination by the Corporation (including its Board of Directors,independent legal counsel or its stockholders) that the claimant has not metsuch applicable standard of conduct, shall be a defense to the action or createa presumption that the claimant has not met the applicable standard of conduct.The procedure for indemnification of other employees and agents for whomindemnification is provided pursuant to Section 2 of this ARTICLE SEVENshall be the same procedure set forth in this Section 3 for directors orofficers, unless otherwise set forth in the action of the Board of Directorsproviding indemnification for such employee or agent.

Section 4.*  Insurance.*  The Corporation may purchase and maintaininsurance on its own behalf and on behalf of any person who is or was or hasagreed to become a director, officer, employee or agent of the Corporation or isor was serving at the request of the Corporation as a director, officer,employee or agent of another corporation, partnership, joint venture, trust orother enterprise against any expense, liability or loss asserted against him orher and incurred by him or her in any such capacity, or arising out of his orher status as such, whether or not the Corporation would have the power toindemnify such person against such expenses, liability or loss under theDelaware General Corporation Law.

Section 5.*  Service for Subsidiaries.*  Any person serving as a director, officer,employee or agent of another corporation, partnership, limited liabilitycompany, joint venture or other enterprise, at least 50% of whose equityinterests are owned by the Corporation (a “*subsidiary*”for this ARTICLE SEVEN) shall be conclusively presumed to be serving in suchcapacity at the request of the Corporation.

Section 6.*  Reliance.*  Persons who after the date of the adoption ofthis provision become or remain directors or officers of the Corporation orwho, while a director or officer of the Corporation, become or remain adirector, officer, employee or agent of a subsidiary, shall be conclusivelypresumed to have relied on the rights to indemnity, advance of expenses andother rights contained in this ARTICLE SEVEN in entering into or continuingsuch service. The rights to indemnification and to the advance of expensesconferred in this ARTICLE SEVEN shall apply to claims made against anindemnitee arising out of acts or omissions which occurred or occur both priorand subsequent to the adoption hereof.

Section 7.*  Non-Exclusivity of Rights.*  The rights to indemnification and to theadvance of expenses conferred in this ARTICLE SEVEN shall not be exclusive ofany other right which any person may have or hereafter acquire under thisAmended and Restated Certificate of Incorporation or under any statute, by-law,agreement, vote of stockholders or disinterested directors or otherwise.

Section 8.*  Merger or Consolidation.*  For purposes of this ARTICLE SEVEN,references to the “Corporation” shall include, in addition to the resultingCorporation, any constituent Corporation (including any constituent of aconstituent) absorbed in a consolidation or merger which, if its separateexistence had continued, would have had power and authority to indemnify itsdirectors, officers and employees or agents, so that any person who is or was adirector, officer, employee or agent of such constituent Corporation, or is orwas serving at the request of such constituent Corporation as a director,officer, employee or agent of another Corporation, partnership, joint venture,trust or other enterprise, shall stand in the same position under this ARTICLESEVEN with respect to the resulting or surviving Corporation as he or she wouldhave with respect to such constituent Corporation if its separate existence hadcontinued.

5

----

Section 9.*  Savings Clause.*  If this ARTICLE SEVEN or any portion hereofshall be invalidated on any ground by any court of competent jurisdiction, thenthe Corporation shall nevertheless indemnify each person entitled toindemnification under Section 2 of this ARTICLE SEVEN as to all expense,liability and loss (including attorneys’ fees and related disbursements,judgments, fines, ERISA excise taxes and penalties, penalties and amounts paidor to be paid in settlement) actually and reasonably incurred or suffered bysuch person and for which indemnification is available to such person pursuantto this ARTICLE SEVEN to the fullest extent permitted by any applicable portionof this ARTICLE SEVEN that shall not have been invalidated and to the fullestextent permitted by applicable law.

**ARTICLE EIGHT**

**ACTION BYWRITTEN CONSENT/SPECIAL MEETINGS OF STOCKHOLDERS**

For so long as the Corporation’s Common Stock isregistered under Section 12 of the Securities Exchange Act of 1934, asamended (the “*Exchange Act*”):(i) the stockholders of the Corporation may not take any action by writtenconsent in lieu of a meeting, and must take any actions at a duly called annualor special meeting of stockholders and the power of stockholders to consent inwriting without a meeting is specifically denied and (ii) special meetingsof stockholders of the Corporation may be called only by either the chairman ofthe Board of Directors or pursuant to a resolution adopted by the affirmativevote of the majority of the total number of directors then in office.

**ARTICLE NINE**

**CERTAINTRANSACTIONS**

Section 1.*  Certain Acknowledgments.*  In recognition and anticipation that:(i)  directors, officers, members, managers and/or employees of SummitPartners, L.P., Summit Master Company, LLC or direct or indirect affiliates andinvestment funds of such entities (collectively, “*Summit*”) may serve as directors and/or officers of theCorporation, (ii) Summit may engage in the same or similar activities orrelated lines of business as those in which the Corporation, directly orindirectly, may engage and/or other business activities that overlap with orcompete with those in which the Corporation, directly or indirectly, mayengage, and (iii) the Corporation and its subsidiaries may engage inmaterial business transactions with Summit and the Corporation is expected tobenefit therefrom, the provisions of this ARTICLE NINE are set forth to regulateand define the conduct of certain affairs of the Corporation as they mayinvolve Summit and its directors, officers, members, managers and/or employees,and the powers, rights, duties and liabilities of the Corporation and itsofficers, directors and stockholders in connection therewith.

Section 2.*  Competition and Corporate Opportunities.*  Summit shall not have any duty to refrainfrom engaging directly or indirectly in the same or similar business activitiesor lines of business as the Corporation or any of its subsidiaries. In theevent that Summit acquires knowledge of a potential transaction or matter whichmay be a corporate opportunity for itself and the Corporation or any of itssubsidiaries, neither the Corporation nor any of its subsidiaries shall haveany expectancy in such corporate opportunity, and Summit shall not have anyduty to communicate or offer such corporate opportunity to the Corporation orany of its subsidiaries and may pursue or acquire such corporate opportunityfor itself or direct such corporate opportunity to another person.

Section 3.*  Allocation of Corporate Opportunities.*  In the event that a director or officer ofthe Corporation who is also a director, officer, member, manager and/oremployee of Summit acquires knowledge of a potential transaction or matterwhich may be a corporate opportunity for the Corporation or any of itssubsidiaries and Summit, neither the Corporation nor any of its subsidiariesshall have any expectancy in such corporate opportunity unless such corporateopportunity is expressly offered to such person solely in his or her capacityas a director or officer of the Corporation.

6

----

Section 4.*  Certain Matters Deemed Not CorporateOpportunities.*  In addition toand notwithstanding the foregoing provisions of this ARTICLE NINE, a corporateopportunity shall not be deemed to belong to the Corporation if it is abusiness opportunity that the Corporation is not financially able orcontractually permitted or legally able to undertake, or that is, from itsnature, not in the line of the Corporation’s business or is of no practicaladvantage to it or that is one in which the Corporation has no interest orreasonable expectancy.

Section 5.*  Agreements and Transactions with Summit.*  In the event that Summit enters into anagreement or transaction with the Corporation or any of its subsidiaries, adirector or officer of the Corporation who is also a director, officer, member,manager and/or employee of Summit shall have fully satisfied and fulfilled thefiduciary duty of such director or officer to the Corporation and itsstockholders with respect to such agreement or transaction, if:

(a)           The agreement or transaction wasapproved, after being made aware of the material facts of the relationshipbetween each of the Corporation or subsidiary thereof and Summit and thematerial terms and facts of the agreement or transaction, by (i) anaffirmative vote of a majority of the members of the Board of Directors of theCorporation who are not persons or entities with a material financial interestin the agreement or transaction (“*InterestedPersons*”) or (ii) an affirmative vote of a majority of themembers of a committee of the Board of Directors of the Corporation consistingof members who are not Interested Persons;

(b)           The agreement or transaction was fairto the Corporation at the time the agreement or transaction was entered into bythe Corporation; or

(c)           The agreement or transaction wasapproved by an affirmative vote of a majority of the shares of the Corporation’sCommon Stock entitled to vote, excluding Common Stock held by Summit and anyInterested Person, or if no Common Stock is then outstanding, a majority of thevoting power of the Corporation’s capital stock entitled to vote, excludingcapital stock held by Summit and any Interested Person.

Section 6.*  Amendment of this Article.*  Notwithstanding anything to the contrarycontained elsewhere in this Amended and Restated Certificate of Incorporation,the affirmative vote of the holders of at least 80% of the voting power of allshares of Common Stock then outstanding, voting together as a single class,shall be required to alter, amend or repeal, or to adopt any provisioninconsistent with, this ARTICLE NINE.

Section 7.*  Deemed Notice.*  Any person or entity purchasing or otherwiseacquiring any interest in any shares of capital stock of the Corporation shallbe deemed to have notice or and to have consented to the provisions of thisARTICLE NINE.

**ARTICLE TEN**

**AMENDMENT**

The Corporation reserves the right to amend, alter,change or repeal any provision contained in this Amended and RestatedCertificate of Incorporation, in the manner now or hereafter prescribed hereinand by the laws of the state of Delaware, and all rights conferred uponstockholders herein are granted subject to this reservation. Notwithstandingany other provision of this Amended and Restated Certificate of Incorporationor the bylaws of the Corporation, and notwithstanding the fact that a lesserpercentage or separate class vote may be specified by law or otherwise, but inaddition to any affirmative vote of the holders of any particular class orseries of the capital stock required by law or otherwise, the affirmative voteof the holders of at least 66 2¤3% of the voting power of all outstanding shares ofcapital stock of the Corporation entitled to vote generally in the election ofdirectors, voting together as a single class, shall be required to adopt anyprovision inconsistent with, to amend, alter, 

7

----

change or repeal any provision of, or to adopt a bylaw inconsistentwith, ARTICLES SIX, SEVEN, EIGHT and TEN of this Amended and RestatedCertificate of Incorporation.

**ARTICLE ELEVEN**

**SECTION 203 OFTHE DELAWARE GENERAL CORPORATION LAW**

The Corporation expressly elects to be governed bySection 203 of the Delaware General Corporation Law.

8

----