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                                                                     EXHIBIT 3.1



                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                        LOEWEN GROUP INTERNATIONAL, INC.

                  (Pursuant to Sections 242, 245 and 303 of the
                            Delaware Corporation Law)

     The undersigned, Bradley D. Stam, being the Senior Vice President, Legal
and Asset Management of Loewen Group International, Inc., a Delaware corporation
(the "Company"), hereby certifies as follows:

     1.   The name of the Company is Loewen Group International, Inc.

     2.   The original certificate of incorporation of the Company was filed in
          the office of the Secretary of State of the State of Delaware on
          February 25, 1987.

     3.   Provision for the amendment and restatement of the Corporation's
          certificate of incorporation as provided herein is contained in an
          order of the United States Bankruptcy Court for the District of
          Delaware (the "Bankruptcy Court") in Jointly Administered Case No.
          99-1244 (PJW).

     4.   This Certificate has been duly executed and acknowledged by an officer
          of the Company designated in such order of the Bankruptcy Court in
          accordance with the provisions of Sections 242, 245 and 303 of the
          General Corporation Law of the State of Delaware.

     5.   The text of the certificate of incorporation of the Company is hereby
          amended and restated in its entirety to read as set forth on EXHIBIT A
          attached hereto.

Executed and acknowledged as of January 2, 2002.



                                               LOEWEN GROUP INTERNATIONAL, INC.

                                               By: /s/ Bradley D. Stam
                                                   -----------------------------
                                               Name:  Bradley D. Stam
                                               Title: Senior Vice President,
                                                      Legal and Asset Management


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                                    EXHIBIT A

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             ALDERWOODS GROUP, INC.

                                    ARTICLE I

     The name of the corporation is Alderwoods Group, Inc. (the "Company").

                                   ARTICLE II

     The address of the Company's registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Company's registered agent at such
address is The Corporation Trust Company.

                                  ARTICLE III

     The purpose of the Company 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 "Delaware General Corporation Law").

                                   ARTICLE IV

     Section 1. AUTHORIZED CAPITAL STOCK. The Company is authorized to issue two
classes of capital stock, designated Common Stock and Preferred Stock. The total
number of shares of capital stock that the Company is authorized to issue is
110,000,000 shares, consisting of 100,000,000 shares of Common Stock, par value
$0.01 per share, and 10,000,000 shares of Preferred Stock, par value $0.01 per
share.

     Section 2. PREFERRED STOCK. The Preferred Stock may be issued in one or
more series. The Board of Directors of the Company (the "Board") is hereby
authorized to issue the shares of Preferred Stock in such series and to fix from
time to time before issuance the number of shares to be included in any such
series and the designation, relative powers, preferences, and rights and
qualifications, limitations, or restrictions of all shares of such series. The
authority of the Board with respect to each such series will include, without
limiting the generality of the foregoing, the determination of any or all of the
following:

          (a) the number of shares of any series and the designation to
     distinguish the shares of such series from the shares of all other series;


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          (b) the voting powers, if any, and whether such voting powers are full
     or limited in such series;

          (c) the redemption provisions, if any, applicable to such series,
     including the redemption price or prices to be paid;

          (d) whether dividends, if any, will be cumulative or noncumulative,
     the dividend rate of such series, and the dates and preferences of
     dividends on such series;

          (e) the rights of such series upon the voluntary or involuntary
     dissolution of, or upon any distribution of the assets of, the Company;

          (f) the provisions, if any, pursuant to which the shares of such
     series are convertible into, or exchangeable for, shares of any other class
     or classes or of any other series of the same or any other class or classes
     of stock, or any other security, of the Company or any other corporation or
     other entity, and the price or prices or the rate or rates of conversion or
     exchange applicable thereto;

          (g) the right, if any, to subscribe for or to purchase any securities
     of the Company or any other corporation or other entity;

          (h) the provisions, if any, of a sinking fund applicable to such
     series; and

          (i) any other relative, participating, optional, or other special
     powers, preferences, rights, qualifications, limitations, or restrictions
     thereof;

all as may be determined from time to time by the Board and stated in the
resolution or resolutions providing for the issuance of such Preferred Stock
(collectively, a "Preferred Stock Designation").

     Section 3. COMMON STOCK. Except as may otherwise be provided in a Preferred
Stock Designation, the holders of Common Stock will be entitled to one vote on
each matter submitted to a vote at a meeting of stockholders for each share of
Common Stock held of record by such holder as of the record date for such
meeting.

                                   ARTICLE V

     The Board may make, amend, and repeal the Bylaws of the Company. Any Bylaw
made by the Board under the powers conferred hereby may be amended or repealed
by the Board (except as specified in any such Bylaw so made or amended) or by
the stockholders in the manner provided in the Bylaws of the Company.
Notwithstanding the foregoing and anything contained in this Certificate of
Incorporation or the Bylaws to the contrary, Bylaws 1, 3, 8, 10, 11, 12, 13, and
36 may not be amended or repealed by the stockholders, and no provision
inconsistent therewith may be adopted by the stockholders, without the
affirmative vote of the holders of at least 66-2/3% of the Voting Stock, voting
together as a single class. The Company may in its Bylaws confer powers upon the
Board in addition to the foregoing and in addition to


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the powers and authorities expressly conferred upon the Board by applicable law.
For the purposes of this Certificate of Incorporation, "Voting Stock" means
stock of the Company of any class or series entitled to vote generally in the
election of Directors. Notwithstanding anything contained in this Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
66-2/3% of the Voting Stock, voting together as a single class, is required to
amend or repeal, or to adopt any provisions inconsistent with, this Article V.

                                   ARTICLE VI

     Subject to the rights of the holders of any series of Preferred Stock:

          (a) any action required or permitted to be taken by the stockholders
     of the Company must be effected at a duly called annual or special meeting
     of stockholders of the Company and may not be effected by any consent in
     writing of such stockholders; and

          (b) special meetings of stockholders of the Company may be called only
     by (i) the Chairman of the Board (the "Chairman"), (ii) the President of
     the Company (the "President"), (iii) the Secretary of the Company (the
     "Secretary") within 10 calendar days after receipt of the written request
     of a majority of the total number of Directors that the Company would have
     if there were no vacancies (the "Whole Board"), or (iv) as provided in
     Bylaw 3.

At any annual meeting or special meeting of stockholders of the Company, only
such business will be conducted or considered as has been brought before such
meeting in the manner provided in the Bylaws of the Company. Notwithstanding
anything contained in this Certificate of Incorporation to the contrary, the
affirmative vote of the holders of at least 66-2/3% of the Voting Stock, voting
together as a single class, will be required to amend or repeal, or adopt any
provision inconsistent with, this Article VI.

                                   ARTICLE VII

     Section 1. NUMBER, VOTING POWER, ELECTION, AND TERMS OF DIRECTORS. Subject
to the rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, the number of the Directors of the Company will not be less than
three nor more than sixteen and will initially be fixed at nine. The number of
authorized Directors may be changed from time to time in the manner described in
the Bylaws of the Company. Each Director shall be entitled to one vote on each
matter submitted to the Directors for a vote. Subject to the rights, if any, of
the holders of any series of Preferred Stock to elect additional Directors under
circumstances specified in a Preferred Stock Designation, Directors may be
elected by the stockholders only at an annual meeting of stockholders. The
Directors shall hold office until the next succeeding annual meeting of
stockholders and until their successors are elected and qualified. Election of
Directors of the Company need not be by written ballot unless requested by the
Chairman or by the holders of a majority of the Voting Stock present in person
or represented by proxy at a meeting of the stockholders at which Directors are
to be elected. If authorized by the Board, such requirement of written ballot
shall be satisfied by a ballot submitted by electronic transmission, provided
that


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any such electronic transmission must either set forth or be submitted with
information from which it can be determined that the electronic transmission was
authorized by the stockholder or proxy holder.

     Section 2. NOMINATION OF DIRECTOR CANDIDATES. Advance notice of stockholder
nominations for the election of Directors must be given in the manner provided
in the Bylaws of the Company.

     Section 3. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Subject to the
rights, if any, of the holders of any series of Preferred Stock to elect
additional Directors under circumstances specified in a Preferred Stock
Designation, newly created directorships resulting from any increase in the
number of Directors and any vacancies on the Board resulting from death,
resignation, disqualification, removal, or other cause will be filled solely by
the affirmative vote of a majority of the remaining Directors then in office,
even though less than a quorum of the Board, or by a sole remaining Director.
Any Director elected in accordance with the preceding sentence will hold office
until the next annual meeting of stockholders and until such Director's
successor has been elected and qualified. No decrease in the number of Directors
constituting the Board may shorten the term of any incumbent Director.

     Section 4. REMOVAL. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect additional Directors under circumstances
specified in a Preferred Stock Designation, any Director may be removed from
office by the stockholders, with or without cause, only in the manner provided
in this Article VII, Section 4. At any annual meeting or special meeting of the
stockholders, the notice of which states that the removal of a Director or
Directors is among the purposes of the meeting, the affirmative vote of the
holders of at least 66-2/3% of the Voting Stock, voting together as a single
class, may remove such Director or Directors.

     Section 5. AMENDMENT, REPEAL, ETC. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the
holders of at least 66-2/3% of the Voting Stock, voting together as a single
class, is required to amend or repeal, or adopt any provision inconsistent
with, this Article VII.

                                  ARTICLE VIII

     To the full extent permitted by the Delaware General Corporation Law or any
other applicable law currently or hereafter in effect, no Director of the
Company will be personally liable to the Company or its stockholders for or with
respect to any acts or omissions in the performance of his or her duties as a
Director of the Company. Any repeal or modification of this Article VIII will
not adversely affect any right or protection of a Director of the Company
existing prior to such repeal or modification.

                                   ARTICLE IX

     Section 1. RIGHT TO INDEMNIFICATION. Each person (i) who (A) as of December
31, 2000 is, or at any time thereafter becomes, a director or an officer of the
Company or (B) is or


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was serving at the request of the Company as a director, officer, employee, or
agent of another company or of a partnership, joint venture, trust, or other
enterprise, including, without limitation, service with respect to an employee
benefit plan, at any time on or following December 31, 2000 and (ii) was or is
made a party or is threatened to be made a party to or is otherwise involved in
any action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (a "Proceeding") (whether the basis of such Proceeding relates to
alleged action occurring prior to or after December 31, 2000), by reason of the
fact that he or she is or was a director or an officer of the Company or is or
was serving at the request of the Company as a director, officer, employee, or
agent of another company or of a partnership, joint venture, trust, or other
enterprise, including, without limitation, service with respect to an employee
benefit plan (an "Indemnitee"), whether the basis of such Proceeding is alleged
action in an official capacity as a director, officer, employee, or agent or in
any other capacity while serving as a director, officer, employee, or agent,
shall be indemnified and held harmless by the Company to the fullest extent
permitted or required by the Delaware General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Company to provide broader
indemnification rights than such law permitted the Company to provide prior to
such amendment), against all expense, liability, and loss (including, without
limitation, attorneys' fees, judgments, fines, ERISA excise taxes or penalties,
and amounts paid in settlement) reasonably incurred or suffered by such
Indemnitee in connection therewith; PROVIDED, HOWEVER, that, except as provided
in Section 3 of this Article IX with respect to Proceedings to enforce rights to
indemnification, the Company shall indemnify any such Indemnitee in connection
with a Proceeding (or part thereof) initiated by such Indemnitee only if such
Proceeding (or part thereof) was authorized by the Board; and PROVIDED FURTHER,
HOWEVER, that no Indemnitee shall be entitled to indemnification pursuant to
this Article IX in connection with any Proceeding that has been initiated prior
to the Effective Date (as such term is defined in the "Fourth Amended Joint Plan
of Reorganization of Loewen Group International, Inc., Its Parent Corporation
and Certain of Their Debtor Subsidiaries"). Notwithstanding the foregoing, in
the event that any of the Company's directors and officers liability insurance
carriers fails or refuses to provide coverage, including coverage for any
deductible amounts, to an Indemnitee in connection with any Proceeding that has
been initiated prior to the Effective Date, the Company, in its sole discretion,
may provide indemnification to the Indemnitee pursuant to this Article IX in
connection with such Proceeding.

     Section 2. RIGHT TO ADVANCEMENT OF EXPENSES. The right to indemnification
conferred in Section 1 of this Article IX shall include the right to be paid by
the Company the expenses (including, without limitation, attorneys' fees and
expenses) reasonably incurred in defending any such Proceeding in advance of its
final disposition (an "Advancement of Expenses"); PROVIDED, HOWEVER, that, if
the Delaware General Corporation Law so requires, an Advancement of Expenses
incurred by an Indemnitee in his or her capacity as a director or officer (and
not in any other capacity in which service was or is rendered by such
Indemnitee, including, without limitation, service to an employee benefit plan)
shall be made only upon delivery to the Company of an undertaking (an
"Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (a "Final Adjudication") that such
Indemnitee is not entitled to be indemnified for such expenses under this
Section 2 or otherwise. The rights to indemnification and to the Advancement of
Expenses conferred in Sections 1 and 2


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of this Article IX shall be contract rights and such rights shall continue as to
an Indemnitee who has ceased to be a director, officer, employee, or agent and
shall inure to the benefit of the Indemnitee's heirs, executors, and
administrators.

     Section 3. RIGHT OF INDEMNITEE TO BRING SUIT. If a claim under Section 1 or
2 of this Article IX is not paid in full by the Company within 60 calendar days
after a written claim has been received by the Company, except in the case of a
claim for an Advancement of Expenses, in which case the applicable period shall
be 20 calendar days, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim. If successful in
whole or in part in any such suit, or in a suit brought by the Company to
recover an Advancement of Expenses pursuant to the terms of an Undertaking, the
Indemnitee shall be entitled to be paid also the expense of prosecuting or
defending such suit. In (a) any suit brought by the Indemnitee to enforce a
right to indemnification hereunder (but not in a suit brought by the Indemnitee
to enforce a right to an Advancement of Expenses) it shall be a defense that,
and (b) any suit brought by the Company to recover an Advancement of Expenses
pursuant to the terms of an Undertaking, the Company shall be entitled to
recover such expenses upon a Final Adjudication that, the Indemnitee has not met
any applicable standard for indemnification set forth in the Delaware General
Corporation Law. Neither the failure of the Company (including the Board,
independent legal counsel, or stockholders) to have made a determination prior
to the commencement of such suit that indemnification of the Indemnitee is
proper in the circumstances because the Indemnitee has met the applicable
standard of conduct set forth in the Delaware General Corporation Law, nor an
actual determination by the Company (including the Board, independent legal
counsel, or stockholders) that the Indemnitee has not met such applicable
standard of conduct, shall create a presumption that the Indemnitee has not met
the applicable standard of conduct or, in the case of such a suit brought by the
Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to
enforce a right to indemnification or to an Advancement of Expenses hereunder,
or brought by the Company to recover an Advancement of Expenses pursuant to the
terms of an Undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such Advancement of Expenses, under this
Article IX or otherwise shall be on the Company.

     Section 4. NON-EXCLUSIVITY OF RIGHTS. The rights to indemnification and to
the Advancement of Expenses conferred in this Article IX shall not be exclusive
of any other right which any person may have or hereafter acquire under any
statute, this Certificate of Incorporation, the Bylaws of the Company, any
agreement, any vote of stockholders or disinterested directors, or otherwise.

     Section 5. INSURANCE. The Company may maintain insurance, at its expense,
to protect itself and any director, officer, employee, or agent of the Company
or another corporation, partnership, joint venture, trust, or other enterprise
against any expense, liability or loss, whether or not the Company would have
the power to indemnify such person against such expense, liability, or loss
under the Delaware General Corporation Law.

     Section 6. INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE COMPANY. The
Company may, to the extent authorized from time to time by the Board, grant
rights to indemnification and to the Advancement of Expenses to any employee or
agent of the Company to the


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fullest extent of the provisions of this Article IX with respect to the
indemnification and Advancement of Expenses of directors and officers of the
Company.

     Section 7. ISSUANCE OF CAPITAL STOCK. The Company will not issue nonvoting
capital stock to the extent prohibited by Section 1123 of Title 11 of the United
States Code (the "Bankruptcy Code"); PROVIDED, HOWEVER, that this Section 7: (a)
will have no further force and effect beyond that required under Section 1123 of
the Bankruptcy Code; (b) will have such force and effect only for so long as
such Section is in effect and applicable to the Company; and (c) in all events
may be amended or eliminated in accordance with applicable law as from time to
time in effect.


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