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                                                                     EXHIBIT 3.1

                                                            COMPOSITE COPY AS OF
                                                               DECEMBER 29, 1996



                     RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                              FLORSHEIM GROUP INC.


                                   ARTICLE I

           The name of the Corporation is Florsheim Group Inc. (hereafter called
the "Corporation").

                                   ARTICLE II

           Its registered office in the State of Delaware is located at 32
Lockerman Square, Suite L-100, Dover, Kent County, Delaware  19901.  The name
and address of its registered agent is CSC The United States Corporation
Company., 1013 Centre Road Wilmington, Delaware 19805.

                                  ARTICLE III

           The purpose of the Corporation is to engage in any lawful act or
activity for which corporation may be organized under the Delaware General
Corporation Law ("DGCL").

                                   ARTICLE IV

           The total number of shares of capital stock of all classes which the
Corporation shall have the authority to issue is twenty-two million
(22,000,000) shares, all of which shares shall be without nominal or par value,
consisting of twenty (20,000,000) shares of Common Stock, and 2,000,000
(2,000,000) shares of Preferred Stock.

           Authority is hereby expressly granted to and vested in the Board of
Directors of the Corporation to cause the Preferred Stock to be issued from
time to time in one or more series and in connection therewith to fix by
resolution or resolutions providing for the issue of such series the number of
shares to be included in such series and the designations and such voting
powers, full or limited, or no voting powers, and such of the preferences and
relative, participating, optional or other special rights, and the
qualifications, limitations or restrictions thereof, of such series of the
Preferred Stock to the full extent now or hereafter permitted by the


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laws of the State of Delaware.

           All holders of Common Stock shall be entitled to one vote for each
share of Common Stock standing of record in their respective names.

           The holders of Common Stock shall have no pre-emptive right to
purchase or subscribe for any shares of capital stock of the Corporation of any
class whether now or hereafter authorized.

                                   ARTICLE V

           The Corporation is to have perpetual existence.

                                   ARTICLE VI

           The following provisions are inserted for the conduct of the affairs
of the Corporation, and it is expressly provided that the same are intended to 
be in furtherance and not in limitation or exclusion of the powers conferred by
statute:

           (1) The number of directors of the Corporation (exclusive of
      directors (the "Preferred Stock Directors") who may be elected by the
      holders of any one or more series of Preferred Stock which may at any
      time be outstanding, voting separately as a class or classes pursuant to
      rights to elect directors under specified circumstances) shall not be
      less than three nor more than fifteen, the exact number within said
      limits to be fixed from time to time solely by resolution of the Board of
      Directors, acting by not less than a majority of the directors then in
      office.

           (2) Each director shall hold office until the annual meeting of
      stockholders next succeeding his election and until his successor is
      elected and qualified or until his earlier resignation or removal.
      Election of directors need not be by ballot unless the By-Laws so
      provide.

           (3) Subject to the rights of the holders of any one or more series
      of Preferred Stock then outstanding to elect directors under
      circumstances specified in any Preferred Stock Designation, newly created
      directorships resulting from any increase in the authorized number of
      directors, or any vacancies in the Board of Directors resulting from
      death, resignation, retirement, disqualification, removal from office or
      other cause, shall be filled solely by the Board of Directors acting by a
      majority of the remaining directors then in office, even though less than
      a quorum of the Board of Directors.  Any director elected in accordance
      with the preceding sentence shall hold office for the remainder of the
      full term of office of the director with respect to which the new
      directorship was created or the vacancy occurred and until such
      director's successor shall have been elected

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      and qualified.  No decrease in the number of directors shall shorten the
      term of any incumbent director.

           (4) The By-Laws may prescribe the number of directors necessary to
      constitute a quorum and such number may be less than a majority of the
      total number of directors, but shall not be less than one-third of the
      total number of directors.

           (5) Except as may be otherwise provided by statute or in this
      Restated Certificate of Incorporation, the business and affairs of the
      Corporation shall be managed under the direction of the Board of
      Directors.

           (6) Notwithstanding any other provision of law which might otherwise
      permit a lesser vote or no vote, but in addition to any affirmative vote
      of the holders of any particular class of stock of the Corporation
      entitled to vote generally in the election of directors required by law
      or this Restated Certificate of Incorporation, the affirmative vote of
      (i) the holders of not less than three-fourths of the combined voting
      power of the outstanding shares of stock of the Corporation entitled to
      vote generally in the election of directors, voting together as a single
      class at a meeting called for such purpose, and (ii) in addition, the
      holders of a majority of the combined voting power of such shares
      actually voting at such meeting, excluding any shares of Common Stock or
      other securities of which a Substantial Stockholder is the Beneficial
      Owner, shall be required to alter, amend, adopt any provision
      inconsistent with or repeal Paragraph 7 of this Article VI.

           (7) For purposes of this Article VI and Articles IX and X, the term
      "Substantial Stockholder" shall mean and include (other than the
      Corporation or any subsidiary and other than any employee benefit plan of
      the Corporation or any subsidiary or any trustee of or fiduciary with
      respect to any such plan when acting in such capacity, all of which are
      excluded from such definition):  (a) any individual, corporation,
      partnership or other person or entity which, together with its Affiliates
      and Associates, is the Beneficial Owner in the aggregate of more than ten
      percent of the combined voting power of the outstanding shares of stock
      of the Corporation entitled to vote generally in the election of
      directors, and (b) any Affiliate or Associate of any such individual,
      corporation, partnership or other person or entity.

           For purposes of this Article VI and Articles IX and X, the following
      terms shall be defined by reference to the Securities Exchange Act of
      1934 and the Rules in effect thereunder on November 7, 1994. "Affiliate"
      under Rule 12b-2; "Associate" under Rule 12b-2; and "Beneficial Owner"
      under Rule 13d-3.


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                                  ARTICLE VII

        In furtherance and not in limitation of the powers conferred by the
laws of the State of Delaware, the Board of Directors is expressly authorized
to make and alter the By-Laws of the Corporation subject to the power of the
stockholders, at the time entitled to vote, to alter or repeal By-Laws made by
the Board of Directors.

                                  ARTICLE VIII

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

                                   ARTICLE IX

        Except as otherwise provided in this Restated Certificate of
Incorporation, 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 consent in
writing by such stockholders.  Special meetings of stockholders of this
Corporation may be called only by the Board of Directors pursuant to a
resolution approved by a majority of the entire Board of Directors, or by the
holders of not less than one-fifth of the combined voting power of the
outstanding shares of stock of the Corporation entitled to vote generally in
the election of directors (by written notice delivered to the Secretary of the
Corporation), upon not less than ten and not more than sixty days written
notice.

        This Article IX (and paragraph (7) of Article VI to the extent the
terms being amended are used in this Article IX) may be altered, amended or
repealed or an inconsistent provision adopted only upon the affirmative vote of
(i) the holders of not less than three-fourths of the combined voting power of
the outstanding shares of stock of the Corporation entitled to vote generally
in the election of directors, voting together as a single class at a meeting
called for such purpose, and (ii) in addition, the holders of a majority of the
combined voting power of the shares of Common Stock and any other class of
stock voting on such matter as a single class with the Common Stock actually
voting at such meeting, excluding any shares of Common Stock and other
securities of which a Substantial Stockholder is the Beneficial Owner.

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                                   ARTICLE X

           The Corporation shall not engage in any Affiliate Transaction unless
the same shall have been approved by a majority of the Disinterested Directors
and, if the Affiliate Transaction must be approved by stockholders under
applicable law and no Substantial Stockholder is the record owner of at least
90% of the outstanding shares of Common Stock and any other class of stock
voting on such transaction as a single class with such Common Stock, by the
holders of a majority of the combined voting power of such shares actually
voting on such transaction at a meeting called for such purpose, excluding any
shares of Common Stock and other securities of which the Substantial
Stockholder involved in such transaction is the Beneficial Owner.  If, at any
time, there is no Disinterested Director, a Substantial Stockholder will not be
permitted to engage in an Affiliate Transaction except with the affirmative
vote of the holders of at least a majority of the combined voting power of the
shares of Common Stock and any other class of stock voting on such transaction
as a single class with the Common Stock actually voting at a meeting called for
such purpose, excluding any shares of Common Stock and other securities of
which such Substantial Stockholder is the Beneficial Owner.

           For purposes of this Article X, the term "Affiliate Transaction" 
shall mean:

      (1)  Any merger or consolidation of the Corporation or any
           subsidiary of the Corporation with any Substantial Stockholder,
           regardless of which entity survives;

      (2)  Any sale, lease, exchange, mortgage, pledge, transfer or
           other disposition (in one transaction or a series of transactions)
           to or with any Substantial Stockholder of any assets of the
           Corporation or any subsidiary of the Corporation;

      (3)  The issuance or transfer by the Corporation or any subsidiary
           of the Corporation of any securities of the Corporation or any such
           subsidiary to any Substantial Stockholder in exchange for cash,
           securities or other property (or a combination thereof);

      (4)  Any reclassification of securities, or any recapitalization,
           of the Corporation or any of its subsidiaries, or any merger or
           consolidation of the Corporation with any of its subsidiaries
           (whether or not involving a Substantial Stockholder) or any similar
           transaction, if the transaction would have the effect, directly or
           indirectly, of increasing the proportionate share of the outstanding
           shares of any class of equity or convertible securities of the
           Corporation or any subsidiary, of which a Substantial Stockholder is
           the Beneficial Owner; or

      (5)  Any other transaction between the Corporation or any of its
           subsidiaries and a Substantial Stockholder, including, without
           limitation, payments of compensation

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            and management fees, but excluding customary directors' fees and
            other expense reimbursements payable to all directors.

Notwithstanding the foregoing, the following shall be excluded from the
definition of "Affiliate Transaction":

      (1)  Bona fide loans (excluding loans convertible into equity)
           made to the Corporation or any of its subsidiaries by one or more
           Substantial Stockholders in an aggregate amount not to exceed
           $10,000,000 at any time outstanding;

      (2)  Issuances to a Substantial Stockholder in bona fide offerings
           of equity, convertible or equity-related securities of the
           Corporation made for the purpose of raising capital (excluding
           offerings primarily intended as management or employee compensation)
           on the same terms as are offered to participants who are not
           Affiliates, Associates, directors, officers or employees of the
           Corporation or any Substantial Stockholder or any subsidiary of any
           thereof, but only to the extent such issuance is required to prevent
           dilution of such Substantial Stockholder's percentage interest in
           the Common Stock of the Corporation on a fully diluted basis;

      (3)  The repurchase of debt or equity securities from a
           Substantial Stockholder on terms identical to those being offered to
           all other holders of the same securities or, in the case of debt
           securities only, at market;

      (4)  The preparation and filing of one or more registration
           statements with respect to securities of the Corporation received by
           any Substantial Stockholder pursuant to or in connection with the
           distribution of the Common Stock of the Corporation by INTERCO
           INCORPORATED to its stockholders and payment of reasonable expenses
           associated therewith, other than underwriting discounts and
           commissions, and all actions relating to the foregoing;

      (5)  Any consulting or management contract with any Substantial
           Stockholder in effect at the time of the distribution of the Common
           Stock of the Corporation by INTERCO INCORPORATED to its
           stockholders;

      (6)  Immaterial transactions in the ordinary course of business
           between the Corporation or any of its subsidiaries and any
           Substantial Stockholder.

           For purposes of this Article X, the term "Disinterested Director" 
shall mean any member of the Board of Directors of the Corporation who, at the
relevant time, is not an employee or officer of the Corporation or any of its
subsidiaries, Affiliates or Associates, and is not a Substantial Stockholder or
a director, officer or employee of a Substantial Stockholder.

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            This Article X (and paragraph (7) of Article VI to the extent the 
terms being amended are used in this Article X) may be altered, amended or
repealed or an inconsistent provision adopted only upon the affirmative
vote of (i) the holders of not less than three-fourths of the combined voting
power of the outstanding shares of stock of the Corporation entitled to vote
generally in the election of directors, voting together as a single class at a
meeting called for such purpose, and (ii) in addition, the holders of a
majority of the combined voting power of the shares of Common Stock and any
other class of stock voting on such matter as a single class with the Common
Stock actually voting at such meeting, excluding any shares of Common Stock (or
other securities) of which a Substantial Stockholder is the Beneficial Owner.

            In accordance with Section 203(b) of the General Corporation Law of 
the State of Delaware, the Corporation hereby elects not to be governed by 
Section 203 of the General Corporation Law of the State of Delaware which 
restricts the consummation of certain business combination transactions in 
certain circumstances.

                                   ARTICLE XI

            1. In addition to any affirmative vote required or permitted by law 
or this Restated Certificate of Incorporation or the By-Laws of the Corporation,
and except as otherwise expressly provided in Paragraphs 1(a) and 1(b) of this
Article XI, the Corporation shall not effect, directly or indirectly, any Stock
Repurchase from an Interested Stockholder unless said Stock Repurchase is
authorized by the affirmative vote of the holders of a majority of the combined
voting power of the outstanding shares of stock of the Corporation entitled to
vote generally in the election of directors ("Voting Stock"), voting together
as a single class, actually voting on such transaction at a meeting called for
such purpose, excluding any shares which are beneficially owned by such
Interested Stockholder.

            The preceding provision of this Article XI shall not be applicable 
to any Stock Repurchase from an Interested Stockholder if such Stock Repurchase
is effected by the Corporation pursuant to:

            (a)  a tender offer or exchange offer by the
                 Corporation for some or all of the outstanding shares of any
                 or all classes of stock of the Corporation made on the same
                 terms to all holders of such shares; or

            (b)  an open market stock purchase program approved by
                 a majority of those members of the Board of Directors who are
                 not directors, officers, employees, Affiliates or Associates
                 of an Interested Stockholder or any Affiliate or Associate of
                 an Interested Stockholder.

            2. For purposes of this Article XI:


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            (a)  The following terms shall be defined by reference
                 to the Securities Exchange Act of 1934 and the Rules in effect
                 thereunder on November 7, 1994: "Affiliate", "Associate" and
                 "Subsidiary" under Rule 12b-2; and "Beneficial Owner" under
                 Rule 13d-3.

            (b)  An "Interested Stockholder" shall mean a Person
                 (other than any Subsidiary of the Corporation, any
                 profit-sharing, employee stock ownership or other employee
                 benefit plan of the Corporation or any Subsidiary of the
                 Corporation, or any trustee of or fiduciary with respect to
                 any such plan when acting in such capacity, all of which shall
                 be excluded from such definition) who:  (i) has been a
                 Beneficial Owner for a period of less than two years
                 immediately prior to the Determination Date of five percent or
                 more of the issued and outstanding shares of Voting Stock
                 (including any Voting Stock which such Person or any of its
                 Affiliates or Associates has (a) the right to acquire (whether
                 such right is exercisable immediately or only after the
                 passage of time), pursuant to any agreement, arrangement or
                 understanding or upon the exercise of conversion rights,
                 exchange rights, warrants or options, or otherwise, or (b) the
                 right to vote pursuant to any agreement, arrangement or
                 understanding); or (ii) is an Affiliate of the Corporation who
                 was the Beneficial Owner of five percent or more of the issued
                 and outstanding shares of Voting Stock at any time within the
                 two-year period immediately prior to the Determination Date;
                 or (iii) is an assignee of or has otherwise succeeded to any
                 shares of Voting Stock which were beneficially owned by any
                 Interested Stockholder at any time within the two-year period
                 immediately prior to the Determination Date, if such
                 assignment or succession shall have occurred in the course of
                 a transaction or series of transactions not involving a public
                 offering within the meaning of the Securities Act of 1933.

            (c)  The term "Stock Repurchase" shall mean any direct
                 or indirect purchase by the Corporation or any Subsidiary of
                 the Corporation of any shares of the Voting Stock at a price
                 greater than the Market Price of such shares, or any direct or
                 indirect purchase of such shares for any consideration other
                 than cash.

            (d)  "Market Price" shall mean the closing sale price
                 on the last trading day immediately preceding the
                 Determination Date of a share of the Corporation's Voting
                 Stock on the Composite Tape for New York Stock Exchange-Listed
                 Stocks, or, if such Voting Stock is not listed on such
                 Exchange, on the principal United States securities exchange
                 on which such Voting Stock is listed, or, if such Voting Stock
                 is not listed on any

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                  such exchange, the closing bid quotation with respect to a
                  share of such Voting Stock on the last trading day
                  immediately preceding the Determination Date on the National
                  Association of Securities Dealers, Inc. Automated Quotations
                  System or any similar system then in use, or if no such
                  quotations are available, the fair market value on the
                  Determination Date of a share of such Voting Stock as
                  determined in good faith by a majority of the Board of
                  Directors.

            (e)  "Determination Date" shall mean the date upon
                 which the determination of Market Price is made by the Board
                 of Directors.

            (f)  The term "Person" shall mean any individual,
                 firm, corporation or other entity and shall include any group
                 comprising any person and any other person with whom such
                 person or any Affiliate or Associate of such person has any
                 agreement, arrangement or understanding, directly or
                 indirectly, for the purpose of acquiring, holding, voting or
                 disposing of stock.

            3.   The Board of Directors shall have the power and duty to 
determine for the purposes of this Article XI on the basis of information known
to its members after reasonable inquiry, (1) whether a Person is, and if so,
when such Person became, an Interested Stockholder, (2) the number of shares of
Voting Stock of the Corporation or other securities of which any Person is a
Beneficial Owner and the number of votes entitled to be cast by such Person,
(3) whether a Person is an Affiliate or Associate of another, and (4) whether
the price proposed to be paid for any shares of stock of the Corporation is in
excess of the Market Price of such shares.  Any such determination made in good
faith shall be binding on and conclusive for all parties.

For the purposes of determining whether a Person is an Interested Stockholder
pursuant to Paragraph 2(b) of this Article XI, the shares of Voting Stock
deemed to be outstanding shall include shares deemed beneficially owned by such
Person through application of Paragraph 2(a) of this Article XI, but shall not
include any other shares of Voting Stock that may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion rights,
warrants or options, or otherwise.

                                  ARTICLE XII

            A director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director, except (i) for 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) pursuant to Section 174 of the DGCL, or (iv)
for any 


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transaction from which the director derived an improper personal        
benefit.  The Corporation shall indemnify its directors and officers to the
fullest extent permitted by Section 145 of the DGCL.  No amendment to or repeal 
of this Article XII shall apply to or have any effect on the liability or
alleged liability of any director of the Corporation for or with respect to any
acts or omissions of such director occurring prior to such amendment or repeal.
If the DGCL is amended hereafter to expand or limit the liability of a
director, then the liability of a director of the Corporation shall be expanded
to the fullest extent required or limited to the fullest extent permitted by
the DGCL, as so amended.


                                  ARTICLE XIII

        No director or Substantial Stockholder (as that term is defined in
Article VI hereof) shall have any obligation to bring to the attention of the
Corporation any business or other corporate opportunity which has come to his
or its attention solely by virtue of his or its involvement, as the case may
be, in any business enterprise (other than the Corporation or its subsidiaries)
in which such director or Substantial Stockholder has an interest.

                                  ARTICLE XIV

        Except as provided in Articles XII and XIII hereof, nothing contained
in this Restated Certificate of Incorporation shall be construed to relieve any
person or entity from any fiduciary obligation imposed by law.



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