**Exhibit 3.1**

**FOURTH AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION**

**OF**

**JMP GROUP INC.**

JMP Group Inc., (the “Corporation”) a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. The name of the Corporation presently is JMP Group Inc. The Corporation originally incorporated under the name JMP Holdings Inc. andfiled its original Certificate of Incorporation with the Secretary of State of the State of Delaware on July 26, 2004; the Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 11,2004; the Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 17, 2004; the Third Amended and Restated Certificate of Incorporation was filed with the Secretary ofState of the State of Delaware on April 1, 2005; the Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 4, 2006; the secondCertificate of Amendment to the Third Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 7, 2007. 

2. This Fourth Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors and stockholders of the Corporation inaccordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware. 

3. The text of the Certificate ofIncorporation as amended or supplemented heretofore is further amended and restated hereby to read as set forth in full on Exhibit A attached hereto. 

IN WITNESS WHEREOF, said Corporation has caused this Certificate to be signed by Janet L. Tarkoff,Chief Legal Officer and Secretary, this 14th day of May, 2007. 

 

**EXHIBIT A**

**FOURTH AMENDED AND RESTATED**

**CERTIFICATE OF INCORPORATION OF**

**JMP GROUP INC.**

**ARTICLE I**

The name of the corporation is JMP Group Inc. (the “Corporation”). 

**ARTICLE II**

The nature of the business of the Corporation and the objects or purposes to betransacted, promoted or carried on by it are to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware. 

**ARTICLE III**

The name of the registered agent of the Corporation in Delaware isThe Corporation Trust Company. The address of the registered agent is 1209 Orange Street, in the City of Wilmington, 19801, County of New Castle. The registered agent is a Delaware corporation. 

**ARTICLE IV**

The total number ofshares of stock which the Corporation shall have authority to issue is One Hundred Ten Million (110,000,000), consisting of Ten Million (10,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”), and OneHundred Million (100,000,000) shares of common stock, par value $0.001 per share (“Common Stock”). 

Any of the shares ofPreferred Stock may be issued from time to time in one or more series. Subject to the limitations and restrictions in this Article IV, the Board of Directors or a Committee of the Board of Directors, to the extent permitted by law and the Bylaws ofthe Corporation or a resolution of the Board of Directors, by resolution or resolutions, is authorized to create or provide for any such series, and to fix the designations, preferences and relative, participating, optional or other special rights,and qualifications, limitations or restrictions thereof, including, without limitation, the authority to fix or alter the dividend rights, dividend rates, conversion rights, exchange rights, voting rights, rights and terms of redemption (includingsinking and purchase fund provisions), the redemption price or prices, the dissolution preferences and the rights in respect to any distribution of assets of any wholly unissued series of Preferred Stock and the number of shares constituting anysuch series, and the designation thereof, or any of them and to increase or decrease the number of shares of any series so created, subsequent to the issue of that series but not below the number of shares of such series then outstanding. In casethe number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series. 

There shall be no limitation or restriction on any variation between any of the different series of Preferred Stock as to the designations, preferencesand relative, participating, optional or other special rights, and the qualifications, limitations or restrictions thereof; and the several series of Preferred Stock may, except as hereinafter in this Article IV otherwise expressly provided, vary inany and all respects as fixed and determined by the resolution or resolutions of the Board of Directors or by Committee of the Board of Directors, providing for the issuance of the various series; provided, however, that all shares of any one seriesof Preferred Stock shall have the same designation, preferences and relative, participating, optional or other special rights and qualifications, limitations and restrictions. 

Except as otherwise required by law, or as otherwise fixed by resolution or resolutions of the Board of Directors with respect to one or more series ofPreferred Stock, the entire voting power and all voting rights shall be vested exclusively in the Common Stock, and each stockholder of the Corporation who at the time possesses voting power for any purpose shall be entitled to one vote for eachshare of such stock standing in his name on the books of the Corporation. 

**ARTICLE V**

The Board of Directors is expressly authorized to make, alter or repeal the Bylaws of the Corporation. 

**ARTICLE VI**

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

**ARTICLE VII**

TheCorporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are grantedsubject to this reservation. 

**ARTICLE VIII**

To the fullest extent permitted by Delaware statutory or decisional law, as amended or interpreted, no director of this Corporation shall be personally liable to the Corporation or its stockholders for monetarydamages for breach of fiduciary duty as a director. This Article VIII does not affect the availability of equitable remedies for breach of fiduciary duties. 

**ARTICLE IX**

Subject to the rights of the holders of any series of Preferred Stock or any otherseries or class of stock as set forth in this Certificate of Incorporation to elect additional directors under specific circumstances, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a dulycalled annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing in lieu of a meeting of such stockholders.