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 EXHIBIT 3.1
                        CERTIFICATE OF AMENDMENT OF
                   RESTATED CERTIFICATE OF INCORPORATION

                                    OF

                         FACTORY CARD OUTLET CORP.



It is hereby certified that:

1.   The name of the corporation (hereinafter called the "corporation") is
     Factory Card Outlet Corp. 

2.   The restated certificate of incorporation of the corporation is
     hereby amended by striking out Section 1 of Article Fourth and
     Section 3 of Article Eleventh thereof and by substituting in lieu of
     Section 1 of Article Fourth and Section 3 of Article Eleventh the
     following new Sections:

          "FOURTH:

          Section 1.  Authorized Shares.

               The Corporation has authority to issue 15,000,000
          shares of Common Stock, $.01 par value per share (the
          "Common Stock"), and 1,000,000 shares of Preferred
          Stock, $.01 par value per share (the "Preferred
          Stock")."

          "ELEVENTH:

          Section 3.  Stockholder Nominations and Other Proposals.

               Stockholders of the Corporation may only propose
          actions to be taken by the Corporation and nominate
          members of the Board of Directors in the manner
          provided in the Corporation's By-Laws."

     3.   The amendments of the restated  certificate of incorporation
          hereinafter certified have been duly adopted in accordance with
          the provisions of Section 242 of the General Corporation Law of
          the State of Delaware.



Signed on January 19, 1998.




                                    /s/ Charles R. Cumello
                                   -----------------------
                                   Charles R. Cumello, Chief Executive Officer


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                   RESTATED CERTIFICATE OF INCORPORATION

                                    OF

                         FACTORY CARD OUTLET CORP.


     The undersigned, in order to form a corporation pursuant to the
provisions of the General Corporation Law of the State of Delaware (the
"Act"), hereby certifies:

     Pursuant to Section 242 and Section 245 of the Act, Factory Card
Outlet Corp. has adopted this Restated Certificate of Incorporation,
restating, integrating and further amending its Certificate of
Incorporation (originally filed on June 16, 1989 as FCOA Acquisition
Corp.), which Restated Certificate of Incorporation has been duly proposed
by the directors and adopted by the stockholders of this corporation (by
written consent pursuant to Section 228 of the Act) in accordance with the
provisions of Section 242 and Section 245 of the Act.

     FIRST:    The name of the Corporation is Factory Card Outlet Corp.

     SECOND:   The address of the Corporation's registered agent in
Delaware is 1209 Orange Street, County of New Castle, Wilmington, Delaware
19801.  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:   

     Section 1.     Authorized Shares.

          The Corporation has authority to issue 50,000,000 shares of
Common Stock, par value $0.01 per share (the "Common Stock"), and
10,000,000 shares of Preferred Stock, par value $0.01 per share (the
"Preferred Stock").

     Section 2.     Preferred Stock.

          a)   The Board of Directors is authorized, subject to
limitations by law and the provisions of this Article FOURTH, to provide
for the issuance of the shares of Preferred Stock in series, and by filing
a certificate pursuant to the applicable law of the State of Delaware, to
establish from time to time out of the number of shares to be included in
each such series, and to fix the designation, powers, rights, preferences,
qualifications, limitations and restrictions of the shares of each such
series.

          b)   The authority of the Board of Directors with respect to
each series shall include, but not be limited to, determination of the
following:

          (1)  The number of shares constituting that series and the
     distinctive designation of that series;


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          (2)  The dividend rate on the shares of that series, whether
     dividends shall be cumulative, and if so, from which date or dates,
     and the relative rights of priority, if any, of payment of dividends
     on shares of that series; 

          (3)  Whether that series shall have voting rights, in addition
     to the voting rights provided by law, and if so, the terms of such
     voting rights;

          (4)  Whether that series shall have conversion privileges, and,
     if so, the terms and conditions of such conversion, including
     provisions for adjustment of the conversion rate in such events as
     the Board of Directors shall determine;

          (5)  Whether or not the shares of that series shall be
     redeemable, and, if so, the terms and conditions of such redemption,
     including the date or date upon or after which they shall be
     redeemable, and the amount per share payable in case of redemption,
     which amount may vary under different conditions and at different
     redemption dates;

          (6)  Whether that series shall have a sinking fund for the
     redemption or purchase of shares of that series, and, if so, the
     terms and conditions of such sinking fund;

          (7)  The rights of the shares of that series in the event of
     voluntary or involuntary liquidation, dissolution or winding up of
     the Corporation, and the relative rights of priority, if any, of
     payment of shares of that series; and

          (8)  Any other powers, rights, preferences, qualifications,
     limitations and restrictions of that series.

     FIFTH:    The name and mailing address of the incorporator is
Joseph H. Kott, 163 Madison Avenue, CN 1945, Morristown, N.J. 07960.

     SIXTH:    The powers of the incorporator shall terminate upon the
filing of the Certificate of Incorporation and the names and mailing
addresses of the persons who are to serve as directors until the first
annual meeting of stockholders or until their successors are elected and
qualified are:


William E. Freeman       -       316 Beacon Light Rd.
                                 Califon, N.J.  07630


George C. Betke, Jr.     -       P.O. Box 295
                                 Essex Fells, N.J.  07021


     SEVENTH:  The Corporation may indemnify every corporation agent as
defined in, and to the full extent permitted by, Section 145 of the
General Corporation Law of Delaware, and to the full extent otherwise
permitted by law.  The power to make, alter, or repeal by-laws is
conferred upon the directors.  Meetings of stockholders may be held within
or without the State of Delaware as the law may provide.  Subject to the
bylaws, the election of directors need not be by written ballot.

     EIGHTH:   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 

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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 amended after the filing of the
Certificate of Incorporation of which this article is a part to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of the director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Delaware
General Corporation Law, as so amended.

     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.

     NINTH:    The directors shall have the right to amend, alter, change
or repeal any provision in this Certificate of Incorporation or in the
Corporation's by-laws, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted
subject to such reservation.

     TENTH:    Pursuant to Section 103(d) of the General Corporation Law
of Delaware, this Certificate of Incorporation is to be effective upon its
filing date.

     ELEVENTH:

     Section 1.     Special Meetings.

     Notwithstanding anything to the contrary in the Corporation's
By-Laws, special meetings of the stockholders may only be called by
resolution of the Board of Directors or by the Chairman of the Board or
President or by the Chairman, President or Secretary upon the written
request (stating the purpose or purposes of the meeting) of a majority of
the members of the Board of Directors or a majority of the stockholders of
the Corporation.

     Section 2.     Actions by Stockholders.

     Notwithstanding anything to the contrary in the Corporation's
By-Laws, no action required to be taken or which may be taken at any
annual or special meeting of stockholders of the Corporation may be taken
except at a duly called meeting of the stockholders of the Corporation, or
upon the unanimous written consent of the stockholders entitled to vote
thereat.

     Section 3.     Stockholder Nominations and Other Proposals.

     Notwithstanding anything to the contrary in the Corporation's
By-Laws, stockholders of the Corporation may only propose actions to be
taken by the Corporation and nominate members of the Board of Directors
upon ninety (90) days prior written notice to the Corporation.

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     IN WITNESS WHEREOF, the undersigned incorporator has executed this
Restated Certificate of Incorporation and has certified this as his act
and deed and the facts herein stated are true, this 12th day of December,
1996.




                                             By: /s/ William E. Freeman   
                                                ---------------------------
                                                  William E. Freeman
                                                  Chairman of the Board