Exhibit 3.1  RESTATED CERTIFICATE OF INCORPORATION  OF  STANLEY, INC.  The corporation was incorporated under the name Stanley, Inc.
by the filing of its original Certificate of Incorporation with the Secretary
of State of the State of Delaware on July 31, 2002. This Restated
Certificate of Incorporation of the corporation, which both restates and
further amends the provisions of the corporations Certificate of
Incorporation, was duly adopted by the Board of Directors of Stanley, Inc.
and approved by the stockholders in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware. The
Certificate of Incorporation of the Corporation is hereby amended and restated
to read in its entirety as follows:  ARTICLE
I  The
name of this corporation (hereinafter the Corporation) is Stanley, Inc.  ARTICLE
II  The
address of the Corporations registered office in the State of Delaware is 2711 Centerville
Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware
19808. The name of the Corporations registered agent at such address is
Corporation Service Company.  ARTICLE
III  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 the State of
Delaware (the DGCL).  ARTICLE
IV  SECTION 4.01.
Authorized Capital Stock. The total number of shares of capital stock
which the Corporation shall have the authority to issue is 200,500,000 shares,
consisting of (a) 200,000,000 shares of Common Stock, par value $0.01 per
share (Common Stock) and (b) 500,000 shares of Preferred Stock, par
value $0.01 per share (Preferred Stock). The number of authorized shares of
any of the Preferred Stock or the Common Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority in voting power of the stock of
the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of
the DGCL (or any successor provision thereto), and no vote of the holders of
any of the Preferred Stock or the Common Stock voting separately as a class
shall be required therefor.


SECTION 4.02. Preferred Stock. The Board of Directors of
the Corporation (the Board) is hereby expressly authorized, by resolution or
resolutions, to provide, out of the unissued shares of Preferred Stock, for
series of Preferred Stock and, with respect to each such series, to fix the
number of shares constituting such series and the designation of such series,
and the voting powers (if any) of the shares of such series, preferences and
relative, participating, optional or other special rights or privileges, if
any, and any qualifications, limitations or restrictions thereof, of the shares
of such series. The voting powers, preferences and relative, participating,
optional and other special rights and privileges of each series of Preferred
Stock, and the qualifications, limitations or restrictions thereof, if any, may
differ from those of any and all other series at any time outstanding.  SECTION 4.03  Voting Rights. Except as otherwise
required by law or this Restated Certificate of Incorporation, each holder of
Common Stock, as such, shall be entitled to one vote in person or by proxy for each
share of Common Stock held of record by such holder on all matters on which
stockholders are generally entitled to vote; provided, however,
that, except as otherwise required by law, holders of Common Stock, as such,
shall not be entitled to vote on any amendment to this Restated Certificate of
Incorporation (including any Certificate of Designation relating to any series
of Preferred Stock) that relates solely to the terms of one or more outstanding
series of Preferred Stock if the holders of such affected series are entitled,
either separately or together with the holders of one or more other such
series, to vote thereon pursuant to this Restated Certificate of Incorporation
(including any Certificate of Designation relating to any series of Preferred
Stock) or pursuant to the DGCL.  SECTION 4.04  Dividends. Subject to the preferential
rights of the Preferred Stock, if any, the holders of Common Stock shall be
entitled to receive, when, as and if declared by the Board of Directors, out of
the assets of the Corporation which are by law available therefor, dividends
payable either in cash, in property or in shares of capital stock.  SECTION 4.05  Dissolution, Liquidation or Winding Up.
Upon the dissolution, liquidation or winding up of the Corporation, subject to
the rights, if any, of the holders of any outstanding series of Preferred
Stock, the holders of the Common Stock, as such, shall be entitled to receive
the assets of the Corporation available for distribution to its stockholders
ratably in proportion to the number of shares held by them.  ARTICLE
V  SECTION 5.01  Board of Directors. The business and
affairs of the Corporation shall be managed by or under the direction of the
Board. The number of the directors of the Corporation shall be fixed from time
to time by the Board. The directors, other than those who may be elected by the
holders of any series of Preferred Stock pursuant to the provisions of this Restated
Certificate of Incorporation or any resolution or resolutions providing for the
issuance of such class or series of stock adopted by the Board, shall be
elected by the stockholders entitled to vote thereon at each annual  2


meeting of stockholders and
shall hold office until the next annual meeting of stockholders and until each
of their successors shall have been elected and qualified. The election of
directors need not be by written ballot. No decrease in the number of directors
constituting the Board shall shorten the term of any incumbent director.  SECTION 5.02  Filling of Newly Created Directorships and
Vacancies. Except as otherwise provided for or fixed by or pursuant to the
provisions of Article IV of this Restated Certificate of Incorporation
relating to the rights of the holders of any series of Preferred Stock, newly
created directorships resulting from any increase in the number of directors
may be filled by a majority of the directors then in office, although less than
a quorum, or by a sole remaining director.  SECTION 5.03  Qualifications of Directors. There
shall be no limitation on the qualifications of any person to be a director or
on the ability of any director to vote on any matter brought before the Board,
except (a) as required by applicable law or (b) as set forth in this Restated
Certificate of Incorporation.  ARTICLE
VI  SECTION 6.01  Bylaws. In furtherance of the powers
conferred upon it by law, the Board is expressly authorized to adopt, repeal,
alter or amend the Bylaws of the Corporation by a vote of a majority of the
entire Board or such greater vote as shall be specified in the Bylaws.  ARTICLE
VII  SECTION 7.01  Limitation on Director Liability. To
the fullest extent that the DGCL or any other law of the State of Delaware as
it exists or as it may hereafter be amended permits the limitation or
elimination of the liability of directors, no director of the Corporation shall
be liable to the Corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director. No amendment to or repeal of this Article VII
shall apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.  ARTICLE
VIII  SECTION 8.01  Action by Written Consent. Subject to
the rights of the holders of any series of Preferred Stock, any action required
or permitted to be taken by the stockholders of the Corporation must be
effected at a duly called annual or special meeting of stockholders of the
Corporation and may not be effected by any consent in writing by such
stockholders.  ARTICLE
IX  SECTION 9.01  DGCL Section 203. The Corporation
hereby expressly elects not to be governed by the provisions of Section 203
of the DGCL, and the restrictions and limitations set forth therein.  3


IN WITNESS WHEREOF, I, Scott
D. Chaplin, General Counsel and Secretary of Stanley, Inc., have executed
this Restated Certificate of Incorporation as of the 28th day of August,
2006.  /s/ Scott D. ChaplinName:
  Scott D. ChaplinTitle:
  General Counsel and Secretary  4