Exhibit 3.1


    STATE OF DELAWARE
   SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 10/06/1999
   991423289 - 3089499

                      RESTATED CERTIFICATE OF INCORPORATION
                             OF PRX HOLDINGS, INC.,
                             A DELAWARE CORPORATION

     The undersigned, Meredith Furtney, hereby certifies that:

     ONE: She is the sole incorporator of said corporation.

     TWO:  The name of this  corporation  is PRX  Holdings,  Inc.  and that this
corporation  was  originally  incorporated  on August 27,  1999  pursuant to the
General Corporation Law of the State of Delaware.

     THREE:  Pursuant to Section 241 of the General Corporation Law of the State
of  Delaware,  PRX  Holdings,  Inc.  has adopted this  Restated  Certificate  of
Incorporation,  restating,  integrating and further  amending its Certificate of
Incorporation  dated on or about August 27, 1999, which Restated  Certificate of
Incorporation has been duly adopted by the sole incorporator of this corporation
in accordance with the provisions of said Section 241.

     FOUR: This corporation has not received any payment for any of its stock.

     Five: The Restated  Certificate of Incorporation of this corporation  shall
be amended and restated to read in full as follows:

                                    ARTICLE I

     The name of this corporation is PRX HOLDINGS, INC.

                                   ARTICLE II

     The address of the  registered  office of this  corporation in the State of
Delaware is 15 East North Street, in the City of Dover,  19901,  County of Kent.
The name of its registered agent at such address is Incorporating Services, Ltd.

                                   ARTICLE III

     The nature of the  business or purposes to be  conducted  or promoted is to
engage in any lawful act or activity  for which  corporations  may be  organized
under the General Corporation Law of Delaware.

                                   ARTICLE IV

     This  corporation  is  authorized  to  issue  two  classes  of  stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that this  corporation  is  authorized  to issue is one  hundred  five
million  (105,000,000) shares. One hundred million (100,000,000) shares shall be
Common Stock,  par value $.0001 per share, and five million  (5,000,000)  shares
shall be Preferred Stock, par value $.0001 per share.


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     The Preferred  Stock may be issued from time to time in one or more series,
without  further  stockholder  approval.   The  Board  of  Directors  is  hereby
authorized,  in the resolution or resolutions  adopted by the Board of Directors
providing  for the issuance of any wholly  unissued  series of Preferred  Stock,
within the limitations and restrictions  stated in this Restated  Certificate of
Incorporation,  to fix or alter the dividend rights,  dividend rate,  conversion
rights,  voting rights,  rights and terms of redemption  (including sinking fund
provisions),  the redemption price or prices, and the liquidation preferences of
any  wholly  unissued  series  of  Preferred  Stock,  and the  number  of shares
constituting any such series and the designation thereof, or any of them, and to
increase or decrease the number of shares of any series  subsequent to the issue
of shares of that series, but not below the number of shares of such series then
outstanding.  In case the number of shares of any series shall be so  decreased,
the shares  constituting  such  decrease  shall  resume the status that they had
prior to the adoption of the resolution  originally  fixing the number of shares
of such series.

                                    ARTICLE V

     Except as otherwise provided in this Restated Certificate, in furtherance
and not in limitation of the powers conferred by statute, the Board of Directors
is expressly authorized to make, repeal, alter, amend and rescind any or all of
the Bylaws of this corporation.

                                   ARTICLE VI

     The number of  directors  of this  corporation  shall be fixed from time to
time by a bylaw or  amendment  thereof duly adopted by the Board of Directors or
by the stockholders.

                                   ARTICLE VII

     Elections of directors  need not be by written  ballot unless the Bylaws of
this corporation shall so provide.

                                  ARTICLE VIII

     Except as  otherwise  provided  in this  Restated  Certificate,  any action
required or permitted to be taken by the stockholders of the Corporation must be
effected at an annual or special meeting of the stockholders of the Corporation,
and no action required to be taken or that may be taken at any annual or special
meeting of the stockholders of the Corporation may be taken by written consent.

                                   ARTICLE IX

     A director of this  corporation  shall, to the full extent permitted by the
Delaware  General  Corporation  Law as it now exists or as it may  hereafter  be
amended,  not be liable to this  corporation  or its  stockholders  for monetary
damages for breach of fiduciary  duty as a director.  Neither any  amendment nor
repeal of this  Article IX, nor the adoption of any  provision of this  Restated
Certificate of Incorporation  inconsistent with this Article IX, shall eliminate
or reduce the effect of this Article IX in respect of any matter  occurring,  or
any cause of action,  suit or claim that,  but for this Article IX, would accrue


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or  arise,  prior to such  amendment,  repeal  or  adoption  of an  inconsistent
provision.

                                    ARTICLE X

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

                                   ARTICLE XI

     To the fullest  extent  permitted by  applicable  law, the  Corporation  is
authorized to provide indemnification of (and advancement of expenses to) agents
of the  Corporation  (and any other  persons to which  General  Corporation  Law
permits the Corporation to provide  indemnification)  through bylaw  provisions,
agreements  with  such  agents  or  other  persons,   vote  of  stockholders  or
disinterested  directors  or  otherwise,  in excess of the  indemnification  and
advancement  otherwise  permitted by Section 145 of the General Corporation Law,
subject only to limits created by applicable General  Corporation Law (statutory
or  non-statutory),   with  respect  to  actions  for  breach  of  duty  to  the
Corporation, its stockholders, and others.

     Any amendment,  repeal or modification of the foregoing  provisions of this
Article XI shall not  adversely  affect any right or  protection  of a director,
officer,  agent,  or other  person  existing  at the time of,  or  increase  the
liability  of any  director  of the  Corporation  with  respect  to, any acts or
omissions of such director,  officer or agent occurring prior to such amendment,
repeal or modification.


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     IN WITNESS  WHEREOF,  the  undersigned  has executed  this  certificate  on
October 6, 1999.


                       /s/ Meredith Furtney
                       ---------------------------------------
                       Meredith Furtney, Sole Incorporator