**Exhibit 3.1**

**THIRD AMENDED AND RESTATED**

**ARTICLESOF INCORPORATION**

**OF**

**BEBESTORES, INC.**

 

 

 

 

    Greg Scott and Larry Smith certify that:

 

1.   They arethe duly elected and acting CEO and Secretary, respectively, of bebe stores,inc., a California corporation (the “***Corporation***”).

2.   TheArticles of Incorporation of this Corporation, as amended to the date of thefiling of this certificate, are amended and restated to read in full asfollows:

 

**I.**

 

                    The name of this Corporation is:  bebe stores, inc.

 

**II.**

 

                    The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the California General Corporation Law (“CGCL”) other then the banking business, the trust company business, or the practice of a profession permitted to be incorporated by the California Corporation Code.

 

**III.**

 

                    This Corporation is authorized to issue two classes of shares, designated “Common Stock” with a par value of $0.001 per share and “Preferred Stock” with a par value of $0.001 per share.  The total number of shares which this Corporation is authorized to issue is 91,000,000.  The number of shares of Preferred Stock which this Corporation is authorized to issue is 1,000,000.  The number of shares of Common Stock which this Corporation is authorized to issue is 90,000,000.  Upon the filing of these Third Amended and Restated Articles of Incorporation, each outstanding share of Common Stock shall, without any further action on the part of the Corporation, be split up and converted into 1.5 fully paid and validly issued shares of Common Stock.

 

 

 

                The Preferred Stock authorized by these Articles of Incorporation may be issued in one or more series.  The Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges and restrictions granted or imposed upon any wholly unissued  series of Preferred Stock, and within the limitations or restrictions stated in any resolution or

resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series, to determine the designation and par value of any series and to fix the numbers of shares of any series.

 

**IV.**

 

                    (a)  The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

 

                    (b)  This Corporation is authorized to provide, whether by bylaw, agreement or otherwise, for the indemnification of agents (as defined in Section 317 of the CGCL) of this Corporation in excess of that expressly permitted for those agents by Section 317 of the CGCL, for breach of duty to this Corporation and its shareholders to the extent permissible under California law (as now or hereafter in effect).  In furtherance and not in limitation of the powers conferred by statute:

 

                                         (i)  this Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of this Corporation, or is serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise (each an “Indemnifies

Party”), against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not this Corporation would have the power to indemnify against such liability under the provisions of law; and

 

                                         (ii) this Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit, surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification, to the fullest extent authorized or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

 

                                         No such agreement or other form of indemnification shall be interpreted as

limiting in any manner the rights which such agents would have to indemnification in the absence of such bylaw, agreement or other form of indemnification.

 

                    (c)  Any repeal or modification of the foregoing provisions of this Article IV by the shareholders of this Corporation shall not adversely affect any right or protection of a current or former Indemnified party existing at the time of such repeal of modification

 

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**V.**

 

**                   **Cumulative voting for the election of directors of the Corporation shall be eliminated effective upon the date when the Corporation becomes, and for as long as the Corporation is, a “listed corporation” within the meaning of Section 301.5 of the CGCL.

 

 

3.   Theforegoing Third Amended and Restated Articles of Incorporation have been dulyapproved by the Board of Directors of the Corporation.

4.   TheCorporation has only one class of shares outstanding.  There are no shares of Preferred Stockoutstanding.

5.   Inaccordance with Section 902(c) of the CGCL, no vote of shareholders is requiredto approve the foregoing Third Amended and Restated Article of Incorporation.

 

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Each of the undersigned certify under penalty ofperjury under the laws of the State of California that they have read theforegoing Third Amended and Restated Articles of Incorporation and knows thecontents thereof, and that the statements therein are true.

Executed in Brisbane, California, on December 29,2004.

 

 

| /s/ Greg Scott |
|---------------------|
| Greg Scott, CEO     |

 

| /s/ Larry Smith   |
|------------------------|
| Larry Smith, Secretary |

 

 

 

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