Exhibit 3.1  RESTATED CERTIFICATE OF
INCORPORATION OF DESTINATION MATERNITY
CORPORATION  FIRST:  The name of the Corporation is DESTINATION
MATERNITY CORPORATION.  SECOND:  The address of its registered office in the
State of Delaware, County of New Castle is 2711 Centerville Road, Suite 400,
Wilmington, 19808.  The name of its
registered agent at such address is Corporation Service Company.  THIRD:  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 Delaware.  FOURTH:  The total number of shares of all classes of
stock which the Corporation shall have authority to issue is 20,000,000 shares
of Common Stock, par value $.01 per share (the Common Stock), and 1,656,381
shares of Preferred Stock, par value $.01 per share (the Preferred Stock).  The Board of Directors of the Corporation shall have
full and complete authority, by resolution from time to time, to establish one
or more series and to issue shares of Preferred Stock and to fix, determine and
vary the voting rights, designations, preferences, qualifications, privileges,
limitations, options, conversion rights and other special rights of each series
of Preferred Stock, including but not limited to, dividend rates and manner of
payment, preferential amounts payable upon voluntary or involuntary
liquidation, voting rights, conversion rights, redemption prices, terms and
conditions and sinking fund and stock purchase prices.  A. Series B
Junior Participating Preferred Stock  Section 1.Designation
and Amount. The shares of such series shall be designated as Series B
Junior Participating Preferred Stock and the number of shares constituting
each series shall be 300,000.  Section 2.Dividends
and Distributions.  (A)Subject to
the prior and superior rights of the holders of any shares of any other series
of Preferred Stock or any other shares of preferred stock of the Corporation
ranking prior and superior to the shares of series s Preferred Stock with
respect to dividends, each holder of one one-thousandth (1/1000) of a share (a Unit)
of Series B Preferred Stock shall be entitled to receive, when, as and if
declared by the Board of Directors out of funds legally available for that
purpose, (i) dividends payable in cash when and if declared by the Board
of Directors of the Corporation in respect of the common stock (each such date
being a Dividend Payment Date) commencing on the first Dividend
Payment Date after the first issuance of such Unit of Series B Preferred
Stock, in, an amount per unit (rounded to the nearest cent) equal to, subject
to the provision for adjustment hereinafter set forth, the aggregate per share
amount of all cash dividends declared on shares of the common stock since the
immediately preceding Dividend Payment Date, or, with respect to the first
Dividend Payment Date, since the first issuance of a  1


unit of Series B Preferred Stock, and (ii) subject to the
provision for adjustment hereinafter set forth, distributions (payable in kind)
on each Dividend Payment Date in an amount per Unit equal to the aggregate per
share amount of all noncash dividends or other distributions (other than a
dividend payable in shares of common stock or a subdivision of thy outstanding
shares or common stock, by reclassifications or otherwise) declared on shares
of common stock since the immediately preceding Dividend Payment Date, or with
respect to the first Dividend Payment Date, since the first issuance of a Unit
of Series B Preferred Stock, in the event that the Corporation shall at
any time after October 5. 1995 (the Rights Declaration Date), (i) declare
any dividend on outstanding shares of common stock payable in shares of common
stock, (ii) subdivide outstanding shares of. common stock or (iii) combine
outstanding shares at common stock into a smaller number of shares, then in
each such case the amount to which the holder of a Unit of Series B
Preferred Stock was entitled immediately prior to such event pursuant to the
next preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which shall be the number of shares of common stock
that are outstanding immediately after such event and the denominator of which
shall be the number of shares of common stock that were outstanding immediately
prior to such event.  (B)The
Corporation shall. declare a dividend or distribution on Units of Series B
Preferred Stock as provided in paragraph (A) above immediately after it
declares a dividend or distribution on the shares of common stock (other than a
dividend payable in shares of common stock).  Section 3.Voting
Rights. The holders of Units of Series B Preferred Stock shall have
the following voting rights:  (A)Subject to
the provision for adjustment hereinafter set forth, each Unit of Series B
Preferred Stock shall entitle the holder thereof to one vote on all matters
submitted to a vote of the holders of Common Stock of the Corporation. In the
event the Corporation shall at any time after the Rights Declaration Date (i) declare
any dividend on outstanding shares of Common Stock payable in shares of Common
Stock, (ii) subdivide outstanding shares of Common Stock or (iii) combine
the outstanding shares of Common Stock 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 Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction the numerator of which shall be the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which shall be the number of shares of Common Stock that
were outstanding immediately prior to such event.  (B)Except as
otherwise provided herein or by law, the holders of Units of Series a
Preferred Stock and the holders of shares of Common Stock shall vote together
as one class on all matters submitted to a vote of holders of Common Stock of
the Corporation.  (C)Except as
set forth herein, holders of Units of Series B Preferred Stock 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 shares of Common Stock as
set forth herein) for taking any corporate action.  2


Section 4.Certain
Restrictions.  (A)Whenever
any dividends or distributions payable, on Units of Series B Preferred
Stock as provided in Section 2 have not been paid in full, thereafter and
until all such accrued and. unpaid dividends and distributions, whether or not
declared, on outstanding Units of Series B Preferred Stock shall have been
paid in full, the Corporation shall not:  (i)declare
or pay dividends on, make any other distributions on, or redeem or repurchase
or otherwise acquire for consideration, any shares of junior stock;  (ii)declare or
pay dividends on or make any other distributions on any shares of parity stock,
except dividends paid ratably on Units of Series B Preferred Stock and
shares of all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of such Units and all such
shares are then entitled;  (iii)redeem
or repurchase or otherwise acquire for consideration shares of any parity
stock; provided, however, that the Corporation may at any time
redeem, repurchase or otherwise acquire shares of any such parity stock in
exchange for shares of any junior stock;  (iv)repurchase
or otherwise acquire for consideration (other than shares of junior stock) any
Units of Series B Preferred Stock, except in accordance with a repurchase
offer made in writing or by publication (as determined by the Board of
Directors) to all holders of such Units on the same terms.  (B)The Corporation
shall not permit any subsidiary of the Corporation to purchase or otherwise
acquire for Corporation could, under paragraph (A) of this Section 4,
repurchase or otherwise acquire such shares at such time and in such manner.  Section 5.Reacquired
Shares. Any Units of Series B Preferred Stock 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 or resolutions of the Board of Directors, subject to the conditions
and restrictions on issuance set forth herein.  Section 6.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 Stock shall
have received, subject to adjustment as hereinafter provided in paragraph (B),
the amount, per Unit, equal to the aggregate per share amount to be distributed
to holders of shares of common stock, or (ii) to the holders of shares of
parity stock, unless simultaneously therewith distributions are made ratably on
Units of Series B Preferred Stock and all other shares of such parity
stock in proportion to the total amounts to which the holders of Units of Series B
Preferred Stock are entitled under clause (i) of this  3


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 shares of common stock payable in shares of common
stock, (ii) subdivide outstanding shares of common stock, or (iii) combine
outstanding shares of common stock into a smaller number of shares, then in
each such case the aggregate amount to which holders of Units of Series B
Preferred Stock were entitled immediately prior to such event pursuant to
clause (i)(b) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction the numerator of which shall
be the number of shares of common stock that are outstanding immediately after
such event and the denominator of which shall be the number of shares of common
stock that were outstanding immediately prior to such event.  Section 7.Consolidation,
Merger, etc. In case the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the shares of common stock
are exchanged for or converted into other stock or securities, cash and/or any
other property, then in any such case Units of Series B Preferred Stock
shall at the same time be similarly exchanged for or converted into an amount
per Unit (subject to the provision 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 share of
common stock is converted or exchanged. In the event the Corporation shall at
any time after the Rights Declaration Date (i) declare any dividend on
outstanding shares of common stock payable in shares of common stock, (ii) subdivide
outstanding shares of common stock, or (iii) combine outstanding common
stock into a smaller 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 Stock shall be adjusted by
multiplying such amount by a fraction the numerator of which shall be the
number of shares of common stock that are outstanding immediately after such
event and the denominator of which shall be the number of shares of common
stock that were outstanding immediately prior to such event.  Section 8.Redemption.
The Units of Series B Preferred Stock shall not be redeemable.  Section 9.Ranking.
The Units of Series B Preferred Stock shall rank junior to all other
series of the Preferred Stock and to any other class of preferred stock that
hereafter may be issued by the Corporation as to the payment of dividends and
the distribution of assets, unless the terms of any such series or class shall
provide otherwise.  4


Section 10.Amendment.
The Certificate, including, without limitation, this resolution, shall not
hereafter be amended, either directly or indirectly, or through merger or
consolidated with another corporation in any manner that would alter or change
the powers, preferences or special rights of the Series B Preferred Stock
so as to affect them adversely without the affirmative vote of the holders of a
majority or more of the outstanding Units of Series B Preferred Stock,
voting separately as a Class.  Section 11.Fractional
Shares. The Series B Preferred Stock may be issued in Units or other
fractions of a share, which Units or fraction shall entitled 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 Stock.  Section 12.Certain
Definitions. As used herein with respect stock to the Series A
Preferred Stock, the following terms shall have the following meanings:  (A)The term Common
Stock means the class of common stock designated as the Common Stock, 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 the common
stock.  (B)The term junior
stock (i) as used in Section 4 means the common stock and any other
class or series of capital stock of the Corporation hereafter authorized or
issued over which the Series B Preferred Stock has preference or priority
as to the payment of dividends and (ii) as used in Section 6, shall
mean the common stock and any other class or series of capital stock of the
Corporation over which the Series A Preferred Stock has preference or
priority in the distribution of assets on any liquidation, dissolution or
winding up of the Corporation.  (C)The term parity
stock (i) as used in Section 4, means any class or series of stock
of the Corporation hereafter authorized or issued ranking pari passu
with the Series B Preferred Stock as to dividends and (ii) as used in
Section 6, shall mean any class or series of capital stock ranking pari passu
with the Series B Preferred Stock in the distribution of assets on any
liquidation, dissolution or winding up.  FIFTH:  No stockholder of the Corporation shall have
any preemptive rights with respect to the capital stock of the Corporation, and
any preemptive rights which previously may have attached to the capital stock
of the Corporation are hereby extinguished.  SIXTH:  There shall not be cumulative voting with
respect to the shares of capital stock of the Corporation.  SEVENTH:  Election of directors need not be by ballot,
unless the By-laws of the Corporation shall so provide. 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 and empowered, without the assent or
vote of the stockholders, to make, alter, amend and repeal the By-laws of the
Corporation, in any manner not inconsistent with the laws of the State of
Delaware or the Certificate of Incorporation of the Corporation.  EIGHTH:  The Corporation is to have perpetual
existence.  5


NINTH:  The By-Laws of the Corporation may be
altered, amended or repealed by the vote of a majority of all of the directors
or by the vote of holders of a majority of the outstanding stock entitled to
vote thereon.  TENTH:  Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or any class of them and/or
between this Corporation and its stockholders or any class of them, any court
of equitable jurisdiction within the State of Delaware may, on the application
in a summary way of this Corporation or of any creditor or stockholder thereof
or in the application of any receiver or receivers appointed for this Corporation
under the provisions of Section 291 of Title 8 of the Delaware Code or on
the application of trustees in dissolution or of any receiver or receivers
appointed for this Corporation under the provisions of Section 279 of
Title 8 of the Delaware Code order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said
court directs. If a majority in number representing three-fourths in value of
the creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise
or arrangement and to any reorganization of this Corporation as a consequence
of such compromise or arrangement, the said compromise or arrangement and the
said reorganization shall, if sanctioned by the court to which the said
application has been made, be binding on all the creditors or claims of
creditors, and/or on all the stockholders or class of stockholders of this
Corporation, as the case may be, and also on this Corporation.  ELEVENTH:  Except as otherwise provided by statute, any
action which might have been taken at a duly convened meeting of the holders of
stock of the Corporation may be taken with the written consent of such of the
holders of stock who would have been entitled to vote upon the action if a
meeting were held as have not less than the minimum percentage of the total
vote required for the proposed corporate action by statute, the Certificate of
Incorporation or the By-laws of the Corporation, as may be applicable, but in
the case of the election of a director or directors, not less than a majority
of the stock of the Corporation entitled to vote thereon; provided that prompt
notice shall be given to all stockholders of the taking of such corporate
action without a meeting if less than unanimous consent is obtained.  TWELFTH:  The Corporation shall, to the full extent
permitted by the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify all persons which it has the power to indemnify
pursuant thereto.  THIRTEENTH:  A Director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a Director, except for liability (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 hereafter amended to authorize the further elimination
or limitation of the liability of a Director, then the liability of a Director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the amended Delaware General Corporation Law.  6


Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely affect any right or
protection of a Director of the Corporation existing at the time of such repeal
or modification.  7