RESTATED CERTIFICATE OF INCORPORATION

                               OF

                       DMI FURNITURE, INC.


      Pursuant to Section 245 of the General Corporation  Law  of

the   State   of  Delaware,  DMI  Furniture,  Inc.,  a   Delaware

corporation, (the "Corporation") hereby certifies as follows:

     1.   The Corporation's present name is "DMI Furniture, Inc."

The  Corporation was originally incorporated under the name  "Dolmad

Corporation."   The  Corporation's original  certificate  of

incorporation was filed with the Secretary of State of the  State

of Delaware on January 29, 1969 and was most recently amended and

restated on March 23, 1995.

     2.   Pursuant to Section 243 of the General Corporation Law,

the Corporation retired all of the 2,020,000 authorized shares of

its Series C Preferred Stock, par value $2.00 per share, upon the

filing of a Certificate of Retirement with the Secretary of State

of Delaware on May 25, 2000.

      3.    The  Corporation's Certificate  of  Incorporation  is

hereby  restated to eliminate all references to the Corporation's

retired  Series C Preferred Stock and shall read in its  entirety

as so restated as follows:

      FIRST:  The name of the Corporation is DMI Furniture, Inc.

      SECOND:  The address of its registered office in the  State
of  Delaware  is  1209 Orange Street, in the City of  Wilmington,
County  of New Castle.  The name of its registered agent at  such
address is The Corporation Trust 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:

          (a)  The total number of shares of all classes of stock
which the Corporation shall have authority to issue is 11,600,000
shares,  consisting  of  2,000,000 shares of Series  D  Preferred
Stock,  par  value  $10 per share (herein called  the  "Series  D
Preferred  Stock");  and 9,600,000 shares of  Common  Stock,  par
value $0.10 per share (herein called the "Common Stock").  Except
as  otherwise provided in this Article FOURTH, including, without
limitation,  part I hereof, all shares of Preferred  Stock  shall
rank  senior  with  respect  to the  Common  Stock.   All  cross-
references  in  each part of this Article FOURTH refer  to  other
paragraphs in such part unless otherwise indicated.

           (b)   The following is a statement of the designations
and  the  powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of each class  of
stock of the Corporation:

                                I

                    SERIES D PREFERRED STOCK

     1.   The Series D Preferred Stock may be issued from time to
time  in  one or more subseries, the shares of each subseries  to
have  such voting powers, full or limited, and such designations,
preferences  and  relative,  participating,  optional  or   other
special  rights  and qualifications, limitations or  restrictions
thereof  as  are stated and expressed herein or in the resolution
or  resolutions providing for the issue of such subseries adopted
by the Board of Directors as hereinafter provided.

      2.    Authority is hereby granted to the Board of Directors
of  the  Corporation, subject to the provisions of  this  Article
FOURTH and to the limitations prescribed by law, to authorize the
issue  of  one or more subseries of Series D Preferred Stock  and
with  respect  to each subseries to fix by resolution  or  resolu
tions  providing for the issue of such subseries the  voting  pow
ers, full or limited, if any, of the shares of such subseries and
the designations, preferences and relative, participating, option
al or other special rights and the qualifications, limitations or
restrictions  thereof.  The authority of the Board  of  Directors
with  respect to each subseries shall include, but not be limited
to, the determination or fixing of the following:

         (i)   The designation of such subseries.

         (ii)    The  dividend rate of such subseries, the  condi
tions  and dates upon which such dividends shall be payable,  the
relation which such dividends shall bear to the dividends payable
on  any  other class or classes of stock, and whether  such  divi
dends shall be cumulative or noncumulative.

        (iii)   Whether the shares of such subseries shall be sub
ject  to  redemption by the Corporation and, if made  subject  to
such redemption, the times, prices and other terms and conditions
of such redemption.

         (iv)   The terms and amount of any sinking fund provided
for the purchase or redemption of the shares of such subseries.

          (v)   Whether or not the shares of such subseries shall
be convertible into or exchangeable for shares of any other class
or  classes  or  of any other series of any class or  classes  of
stock  of  the Corporation, and, if provision be made for  conver
sion  or  exchange,  the times, prices, rates,  adjustments,  and
other terms and conditions of such conversion or exchange.

         (vi)   The extent, if any, to which the holders of  the
shares  of such subseries shall be entitled to vote with  respect
to the election of directors or otherwise.

        (vii)   The restrictions, if any, on the issue or reissue
of  any additional Series D Preferred Stock, and subseries  there
of.

       (viii)   The rights of the holders of the shares of  such
series and subseries thereof upon the dissolution of, or upon the
distribution of assets of, the Corporation.

     3.   Except as otherwise required by law and except for such
voting powers with respect to the election of directors or  other
matters as may be stated in the resolution or resolutions of  the
Board  of  Directors providing for the issue of any subseries  of
Series D Preferred Stock, the holders of any such subseries shall
have no voting power whatsoever.

     4.   The Corporation may from time to time issue and dispose
of  any  of  the authorized and unissued shares of Series  D  Pre
ferred Stock for such consideration, not less than its par value,
as  may  be  fixed from time to time by the Board  of  Directors,
without  action by the Stockholders.  The Board of Directors  may
provide for payment thereof to be received by the Corporation  in
cash,  property  or  services.  Any and all such  shares  of  the
Series D Preferred Stock of the Corporation the issuance of which
has  been so authorized, and for which consideration so fixed  by
the Board of Directors has been paid or delivered, shall be fully
paid and non-assessable.

                               II

                          COMMON STOCK

      1.   Dividends.  Subject to all prior rights of holders  of
the Corporation's Preferred Stock of any class or series, holders
of shares of Common Stock shall be entitled to dividends when, as
and  if  declared by the Corporation's Board of Directors out  of
funds legally available therefor.

     2.   Liquidation.  Upon any liquidation, dissolution or wind
ing  up of the Corporation, after any other payments required  by
the  provisions of this Article FOURTH to be made to  holders  of
securities of the Corporation ranking senior to the Common Stock,
shall  have  been  made,  the holders of Common  Stock  shall  be
entitled  equally on a share-for-share basis to receive  any  and
all assets remaining to be paid or distributed to stockholders of
the  Corporation, and holders of Preferred Stock of any class  or
series shall not be entitled to shares therein.

      3.    Voting.  Except as otherwise provided by  law  or  by
express  provision  of  this Certificate of  Incorporation,  each
share of Common Stock shall be entitled to one vote on any matter
submitted for the vote or written consent of stockholders of  the
Corporation, including the election of directors.

      4.   Fully Paid and Non-Assessable.  Shares of Common Stock
shall be fully paid and non-assessable.

      FIFTH:  The number of directors which shall constitute  the
whole  board of directors shall be no less than five (5)  and  no
more  than nine (9), all of whom shall be elected by the  holders
of the voting stock of the Corporation.

      SIXTH:  The Corporation shall make, not less than once annu
ally  in  advance of its annual meeting of stockholders, periodic
reports  to  its stockholders which shall include balance  sheets
and  profit  and loss statements of the Corporation  prepared  in
accordance with sound business and accounting practice.  Any such
annual  reports shall be certified by a firm of certified  public
accountants of good standing.

     SEVENTH:  In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly  author
ized to adopt, amend or repeal the by-laws of the Corporation.

      EIGHTH:   Election of directors need not be by written  bal
lot.

      NINTH:   A director of the Corporation shall not be  person
ally  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 an improper personal benefit.  Any repeal or
modification of this paragraph by the stockholders of the Corpora
tion  shall  be prospective only, and shall not adversely  affect
any limitation on the personal liability of a director of the Cor
poration existing at the time of such repeal or modification.

      5.    This  Restated  Certificate of Incorporation  of  the

Corporation  was  duly adopted by the Board of Directors  without

the  vote  of  stockholders in accordance with the provisions  of

Section  245  of  the General Corporation Law  and  restates  and

integrates  but  does  not further amend the  provisions  of  the

Corporation's Certificate of Incorporation.

      6.    This  Restated Certificate of Incorporation shall  be

known  as the "2000 Restated Certificate of Incorporation of  DMI

Furniture, Inc."

      IN  WITNESS  WHEREOF, DMI Furniture, Inc., has  caused  its
Chairman  and its Secretary to sign and attest this  Amended  and
Restated Certificate of Incorporation on December 15, 2000.


                                   DMI FURNITURE, INC.


                                   By  /s/ Donald D. Dreher
                                     Donald D. Dreher
                                     Chairman of the Board,
                                     President and Chief
                                     Executive Officer

ATTEST:


/s/ Joseph G. Hill
Joseph G. Hill, Secretary