Exhibit 3.1
                                           Restated Certificate of Incorporation


                            CERTIFICATE OF AMENDMENT
                                       OF
                          CERTIFICATE OF INCORPORATION
                                       OF
                                    PSC INC.

                         Pursuant to Section 805 of the
                           Business Corporation Law of
                              the State of New York


     We, being the President and  Secretary of PSC Inc. (the  "Corporation"),  a
corporation  organized and existing  under the Business  Corporation  Law of the
State of New York (the NYBCL"), in accordance with the provisions of Section 805
thereof, do hereby certify and set forth:

     FIRST:  The name of the  Corporation  is PSC Inc.  The name under which the
Corporation was formed was Photographic Sciences Corporation.

     SECOND:  The Certificate of  Incorporation  of the Corporation was filed by
the Department of State on December 8, 1969.

     THIRD:  The Certificate of  Incorporation is hereby amended by the addition
of a provision to Paragraph 4 thereof stating the number, designation,  relative
rights, preferences and limitations of the Series B Preferred Shares as fixed by
the Board of Directors of the  Corporation  and to set forth in full the text of
such  provision.  To effect the  foregoing,  Paragraph 4 of the  Certificate  of
Incorporation is amended in the following respects:

     (a) Paragraph 4.(a) is hereby amended to read as follows:

     "4. (a) Statement of Authorized Stock. The aggregate number of shares which
the Corporation shall have the authority to issue is Fifty Million  (50,000,000)
shares of capital stock of the following classes in the following amounts:

         (i) Forty Million (40,000,000) shares shall be Common Shares,  having a
par value of $.01 per share ("Common Shares");
         (ii) One  Hundred  Ten  Thousand  (110,000)  shares  shall be  Series A
Convertible  Preferred  Shares,  having a par value of $.01 per share ("Series A
Convertible Preferred Shares");
         (iii) One  Hundred  Seventy-five  Thousand  (175,000)  shares  shall be
Series B  Preferred  Shares,  having a par  value of $.01 per share  ("Series  B
Preferred Shares"); and
         (iv) Nine Million Seven Hundred  Fifteen  Thousand  (9,715,000)  shares
shall  be  Preferred  Shares,  having  a  par  value  of  $.01  per  share  (the
"Undesignated  Preferred Stock"),  which shares of Undesignated  Preferred Stock
may be issued  from time to time in or one or more  series,  each of which shall
have  such  distinctive  designation  or title as shall be fixed by the Board of
Directors  prior to the  issuance  of any shares  thereof.  Each such  series of
Undesignated  Preferred Stock shall have such voting powers, full or limited, or
no voting power, and have such preferences and relative participating,  optional
or other special rights and such  qualifications,  limitations  or  restrictions
thereof, as shall be stated in such resolution or resolutions  providing for the
issue of such class or series of Undesignated  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,  all in
accordance with the laws of the State of New York.
<PAGE>

     (b) A new paragraph 4.(c) is hereby added as follows:

     (4. (c) Statement of Rights and  Preferences of Series B Preferred  Shares.
The respective  powers,  designations,  preferences and relative  participating,
optional and other  special  rights,  and the  qualifications,  limitations  and
restrictions of, the Series B Preferred Shares are as follows:

         Section 1.  Designation and Amount.  The shares of such series shall be
designated as "Series B Preferred Shares" and the number of shares  constituting
such series shall be One Hundred  Seventy-five  Thousand (175,000) shares.  Such
number of shares may be increased or  decreased  by  resolution  of the Board of
Directors'  provided,  that no  decrease  shall  reduce  the number of shares of
Series B  Preferred  Shares  to a number  less than the  number  of shares  then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding  options,   rights  or  warrants  or  upon  the  conversion  of  any
outstanding  securities  issued by the  Corporation  convertible  into  Series B
Preferred Shares.

         Section 2.  Dividends and  Distributions.  (A) Subject to the rights of
the holders of any shares of any series of  Preferred  Stock of the  Corporation
(the "Preferred Stock") (or any similar stock) ranking prior and superior to the
Series B  Preferred  Shares  with  respect  to  dividends,  each  holder  of one
one-thousandth of a share (a "Unit") of Series B Preferred Shares, in preference
to the  holders of Common  Shares,  par value $.01 per share of the  Corporation
(the "Common  Shares") and of any other stock of the Corporation  ranking junior
to the Series B Preferred Shares, shall be entitled to receive,  when, as and if
declared  by the  Board of  Directors  out of funds  legally  available  for the
purpose, dividends payable in cash in an amount per Unit (rounded to the nearest
cent)  equal to the per share  amount of cash  dividends  declared on the Common
Shares.  In the event the Corporation  shall at any time after December 30, 1997
(the "Rights  Declaration Date"), (i) declare any dividend on outstanding Common
Shares,  payable in Common Shares, (ii) subdivide  outstanding Common Shares, or
(iii) combine outstanding Common Shares into a smaller number of shares, then in
each such case the  amount to which the  holder of a Unit of Series B  Preferred
Shares was entitled  immediately  prior to such event  pursuant to the preceding
sentence  shall be  adjusted  by  multiplying  such  amount by a  fraction,  the
numerator of which is the number of Common Shares outstanding  immediately after
such event and the  denominator  of which is the number of Common  Shares,  that
were outstanding immediately prior to such event.

         (B) The  Corporation  shall declare a dividend or  distribution  on the
Units of Series B Preferred  Shares as provided in paragraph (A) of this Section
immediately  after it declares a dividend or  distribution  on the Common Shares
(other than a dividend payable in Common Shares).

     Section 3. Voting Rights. The holders of Units of Series B Preferred Shares
shall have the following voting rights:
<PAGE>

         (A) Subject to the provision for adjustment  hereinafter  set forth and
except as otherwise  provided in the Certificate of Incorporation or required by
law, each Unit of Series B Preferred  Shares shall entitle the holder thereof to
one vote on all  matters  upon which the  holders  of the  Common  Shares of the
Corporation are entitled to vote. In the event the Corporation shall at any time
after the Rights Declaration Date (i) declare any dividend on outstanding Common
Shares,  payable in Common Shares, (ii) subdivide  outstanding Common Shares, or
(iii) combine outstanding Common Shares into a smaller number of shares, then in
each such case the number of votes per Unit to which  holders of Units of Series
B  Preferred  Shares  were  entitled  immediately  prior to such event  shall be
adjusted by multiplying such number by a fraction, the numerator of which is the
number  of  Common  Shares  outstanding  immediately  after  such  event and the
denominator  of which is the  number of  Common  Shares  that  were  outstanding
immediately prior to such event.

         (B)  Except  as  otherwise  provided  herein,  in  the  Certificate  of
Incorporation or in any other Amendment  creating a series of Preferred Stock or
any similar stock, and except as otherwise required by law, the holders of Units
of Series B  Preferred  Shares and the  holders  of Common  Shares and any other
capital  stock of the  Corporation  having  general  voting  rights  shall  vote
together as one class on all matters  submitted to a vote of shareholders of the
Corporation.

         (C)  Except as set  forth  herein,  or as  otherwise  provided  by law,
holders of Units of Series B  Preferred  Shares  shall  have no  special  voting
rights and their consents  shall not be required  (except to the extent they are
entitled to vote with holders of Common  Shares as set forth  herein) for taking
any corporate action.

         Section 4. Reacquired  Shares.  Any Units of Series B Preferred  Shares
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof. All such
Units shall,  upon their  cancellation,  become authorized but unissued Units of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
to be created by resolution of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.

         Section  5.  Liquidation,  Dissolution  or  Winding  Up.  (A)  Upon any
voluntary  or  involuntary  liquidation,   dissolution  or  winding  up  of  the
Corporation,  no  distribution  shall be made (i) to the  holders  of  shares of
junior stock unless the holders of Units of Series B Preferred Shares shall have
received,  subject to adjustment as  hereinafter  provided in paragraph (B), the
greater of either (a) $1.00 per Unit or (b) the  amount  equal to the  aggregate
per share amount to be distributed  to holders of Common Shares,  or (ii) to the
holders of shares of parity stock, unless simultaneously therewith distributions
are made  ratably on Units of Series B Preferred  Shares and all other shares of
such parity  stock in  proportion  to the total  amounts to which the holders of
Units of Series B Preferred  Shares are  entitled  under  clause  (i)(a) of this
sentence and to which the holders of shares of such parity  stock are  entitled,
in each case upon such liquidation, dissolution or winding up.

         (B) In the event the  Corporation  shall at any time  after the  Rights
Declaration Date (i) declare any dividend on outstanding Common Shares,  payable
in Common Shares,  (ii) subdivide  outstanding  Common Shares,  or (iii) combine
outstanding  Common  Shares into a smaller  number of shares,  then in each such
case the aggregate amount to which holders of Units of Series B Preferred Shares
were  entitled  immediately  prior to such event  pursuant  to clause  (i)(b) of
paragraph (A) of this Section 5 shall be adjusted by multiplying  such amount by
a fraction the  numerator of which shall be the number of Common Shares that are
outstanding  immediately  after such event and the denominator of which shall be
the number of Common  Shares  that were  outstanding  immediately  prior to such
event.
<PAGE>

         Section 6.  Consolidation,  Merger,  Etc. In case the Corporation shall
enter into any consolidation,  merger, combination or other transaction in which
the Common Shares are converted into,  exchanged for or changed into other stock
or securities,  cash and/or any other  property,  then in any such case Units of
Series B Preferred  Shares shall at the same time be similarly  converted  into,
exchanged for or changed into an amount per Unit (subject to the  provisions for
adjustment  hereinafter  set  forth)  equal to the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be,  into  which or for which  each  Common  Share is  converted,  exchanged  or
converted.  In the  event the  Corporation  shall at any time  after the  Rights
Declaration  Date (i) declare any dividend on outstanding  Common Shares payable
in Common Shares,  (ii) subdivide  outstanding  Common Shares,  or (iii) combine
outstanding Common Shares into a small number of shares,  then in each such case
the amount set forth in the immediately  preceding  sentence with respect to the
exchange or conversion  of Units of Series B Preferred  Shares shall be adjusted
by  multiplying  such amount by a fraction  the  numerator of which shall be the
number of common Shares that are  outstanding  immediately  after such event and
the  denominator  of which  shall be the  number  of  Common  Shares  that  were
outstanding immediately prior to such event.

         Section 7.  No Redemption. The Units of Series B Preferred Shares shall
not be redeemable from any holder.

         Section 8. Rank.  The Units of Series B  Preferred  Shares  shall rank,
with respect to the payment of  dividends  and the  distribution  of assets upon
liquidation,  dissolution or winding up of the Corporation,  junior to all other
series of  Preferred  Stock  unless the terms of any such series  shall  provide
otherwise and senior to the Common Shares.

         Section 9. Amendment.  If any proposed  amendment to the Certificate of
Incorporation would alter,  change, or repeal any of the preferences,  powers or
special rights given to the Series B Preferred Shares so as to affect the Series
B Preferred Shares adversely,  then the holders of the Series B Preferred Shares
shall be entitled to vote  separately  as a class upon such  amendment,  and the
affirmative  vote of a  majority  of the  outstanding  shares  of the  Series  B
Preferred  Shares,  voting  separately  as a class,  shall be necessary  for the
adoption  thereof,  in  addition  to such other vote as may be  required  by the
Business Corporation Law of the State of New York."

         Section 10.  Fractional  Shares.  The Series B Preferred  Shares may be
issued in Units,  which Units shall  entitle the holder,  in  proportion to such
holder's  fractional  shares,  to exercise  voting  rights,  receive  dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series B Preferred Shares.

         Section 11.  Certain Definitions.  As used herein with  respect  to the
Series B  Preferred  Shares,  the  following  terms  shall  have  the  following
meanings:

         (A) The term "Common  Shares" shall mean the class of stock  designated
as the common shares,  par value $.01 per share,  of the Corporation at the date
hereof  or any  other  class of  stock  resulting  from  successive  changes  or
reclassification of such common stock.

         (B) The term "Junior  Stock",  as used in Section 5 hereof,  shall mean
the  Common  Shares  and any  other  class or  series  of  capital  stock of the
Corporation  over which the Series B Preferred Shares has preference or priority
in the distribution of assets on any  liquidation,  dissolution or winding up of
the Corporation.
<PAGE>

         (C) The term "Parity  Stock",  as used in Section 5 hereof,  shall mean
any class of series of  capital  stock  ranking  pari  passu  with the  Series B
Preferred Shares in the  distribution of assets or any liquidation,  dissolution
or winding up of the Corporation.

         FOURTH:  The  Amendment  was  authorized   pursuant  to  the  authority
conferred  upon the  Board  of  Directors  of the  Corporation  by the  Restated
Certificate of Incorporation  of the Corporation,  as the same has been amended,
pursuant to a resolution  adopted by the  shareholders  of the  Corporation at a
meeting of the shareholders.

         IN WITNESS  WHEREOF,  we have executed and subscribed this  Certificate
and do affirm the foregoing as true under the penalties of perjury this 30th day
of December, 1997.




                         Name:  Robert C. Strandberg
                         Title:     President and CEO



                         Name:  Martin S. Weingarten
                         Title:     Secretary