EXHIBIT 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GART SPORTS COMPANY

Gart Sports Company, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies as follows:

1.    The
name of the Corporation is Gart Sports Company. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on
September 16, 1993. A Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on April 6, 1994, and a Certificate of Amendment filed December 18,
1997.

2.    This
Amended and Restated Certificate of Incorporation was duly adopted by the Board of Directors and stockholders of the Corporation in accordance with the provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware and it amends and restates the provisions of the Restated Certificate of Incorporation, as amended, of this
corporation.

3.    The
text of the Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

The name of the corporation is Gart Sports Company (hereinafter referred to as the "Corporation").

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, City of Wilmington, County of New Castle, 19801. The name of
the registered agent of the Corporation in the State of Delaware at such address is The Prentice-Hall Corporation System, Inc.

ARTICLE III

The nature of the business of the Corporation and the purposes for which it is organized are to engage in any business and lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware and to possess and employ all powers and privileges now or hereafter granted or available under the laws of the
State of Delaware to such corporations.

ARTICLE IV

Section 1.Authorized Shares. The number of shares of capital stock of all classes which the Corporation
shall have authority to issue is 25,000,000 shares, consisting of 22,000,000 shares of Common Stock, par value $.01 per share (the "Common Stock"), and 3,000,000 shares of Preferred Stock, par value
$.01 per share (the "Preferred Stock").

Section 2.Designations, Powers, and Preferences. The designations and the powers, preferences and rights, and the qualifications,
limitations or restrictions of the shares of each class of stock are as follows:

A.Preferred Stock. Shares of Preferred Stock may be issued in one or more series at such time or times as the Board of
Directors may determine. All shares of any one series of Preferred Stock shall be

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of equal rank and identical in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative. The number of authorized shares of Preferred Stock may be
increased or decreased by the affirmative vote of a majority of the capital stock of the Corporation entitled to vote without the separate vote of holders of Preferred Stock as a class. Subject to the
limitations hereof and the limitations prescribed by law, the Board of Directors of the Corporation (the "Board of Directors") is expressly authorized to fix from time to time, by resolution or
resolutions adopted prior to the issuance of, and providing for the establishment or issuance of any series of Preferred Stock, the designation of such series and the powers, preferences and rights of
such series,
and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each such series shall include, but shall not be limited to, determination of the
following:



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B.Common Stock.

Subject
to all of the rights of the Preferred Stock, and except as may be provided with respect to the Preferred Stock herein, by law or by the Board of Directors pursuant to this
Article IV:



C.Preemptive Rights. No holder of any stock of the Corporation of any class shall have the preemptive right to subscribe for
or purchase any part of any new or additional issue of stock of any class whatsoever of the Corporation, or of securities convertible into or exchangeable for stock of any class whatsoever, whether
now or hereafter authorized, or whether issued for cash or other consideration or by way of dividend.

ARTICLE V

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. For the management of the business and for the
conduct of the affairs of the Corporation, and in further creation, definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders, it is further
provided:

Section 1.Elections of Directors. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall
so provide.

Section 2. Number, Election, and Terms of Directors. Except as otherwise fixed pursuant to the provisions of Article IV
hereof relating to the rights of the holders of any class or series of Preferred Stock to elect additional directors under specified circumstances, the number of directors of the Corporation shall be
fixed from time to time exclusively by resolutions adopted by the Board of Directors; provided, however, that no decrease in the number of directors constituting the Board of Directors shall shorten
the term of any incumbent director.

Section 3.Stockholder Nomination of Director Candidates. Advance notice of nominations for the election of directors, other than
by the Board of Directors or a committee thereof, shall be given in the manner provided in the Bylaws.

Section 4.Newly Created Directorships and Vacancies. Except as otherwise fixed pursuant to the provisions of Article IV
hereof relating to the rights of the holders of any class or series of Preferred Stock to elect directors under specified circumstances, newly created directorships resulting from any increase in the
number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled solely by the affirmative vote of a

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majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, or by a sole remaining director. Any director elected in accordance with the preceding
sentence shall hold office until such director's successor shall have been elected and qualified, or until such director's earlier resignation or removal.

Section 5. Stockholder Action. 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 such stockholders; provided, however, that any action required or permitted to be taken at any annual or special meeting of stockholders of the
Corporation may be taken without a meeting, without prior notice (except as set forth below), and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote
thereon were present and voted, and the Secretary of the Corporation shall have received at least 24 hours' prior written notice of the intent to take such action, which notice shall be
conveyed by the Secretary of the Corporation to each director at least 24 hours prior to the taking of such action; provided that such notice may be waived in writing by each director entitled
to receive such notice. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in
writing. Any such consent may be in counterparts and shall bear the date of signature of each stockholder who signs the consent. No such consent shall be effective to take any action unless, within
sixty days following the date of the earliest signature thereon, the consent or counterparts thereof, bearing the signatures of holders of outstanding stock of the Corporation having not less
than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted to take such action, are
delivered to the Corporation by delivery to its principal place of business or to the secretary of the Corporation. Any action taken pursuant to such consent shall be effective, as of the date of the
last signature thereon needed to make it effective, unless otherwise provided in the consent. All counterparts of such consent necessary to make it effective shall be filed with the minutes of
proceedings of the stockholders.

Except
as otherwise prescribed by law and subject to the rights of holders or any class or series of Preferred Stock, special meetings of stockholders of the Corporation, for any purpose
or purposes, may be called only by the Chairman of the Board, if there be one, the President, or the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors
and shall be called by the Secretary or any Assistant Secretary, if there be one, at the request in writing of a majority of the entire Board of Directors or by holders of outstanding stock of the
Corporation having not less than a majority of the votes that would be necessary to authorize such action.

Section 6.Bylaw Amendments. The Board of Directors shall have power to make, alter, amend and repeal the Bylaws (except so far as
the Bylaws adopted by the stockholders shall otherwise provide). Any Bylaws made by the Board of Directors under the powers conferred hereby may be altered, amended or repealed by the Board of
Directors or by the stockholders of the Corporation. Notwithstanding the foregoing and anything contained in this Amended and Restated Certificate of Incorporation to the contrary, Section 7 of
Article II and Section 3 of Article III of the Bylaws shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative
vote of the holders of at least a majority of the voting power of all the shares of capital stock of the Corporation entitled to vote generally in the election of directors (the "Voting Stock"),
voting together as a single class.

Section 7.Removal of Directors. Any director (or the entire Board of Directors), other than those who may be elected by the
holders of any class or series of Preferred Stock, may be removed from office by the affirmative vote of the holders of at least a majority of the voting power of all of the then outstanding shares of
Voting Stock, voting together as a single class.

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Section 8.Amendment, Repeal, Etc. Notwithstanding any other provision of this Restated Certificate of Incorporation or the Bylaws
(and notwithstanding the fact that a lesser percentage may be specified by law), the affirmative vote of the holders of at least a majority of the voting power of all the then outstanding shares of
Voting Stock, voting together as a single class, shall be required to alter, amend, adopt any provision inconsistent with, or repeal, this Article V or any provision hereof.

ARTICLE VI

Section 1.Vote Required for Certain Business Combinations.

A.Higher Vote for Certain Business Combinations. In addition to any affirmative vote required by law or this Amended and
Restated Certificate of Incorporation, and except as otherwise expressly provided in Section 2 of this Article VI:



shall
require the affirmative vote of the holders of at least 662/3% of the voting power of the then outstanding Voting Stock not Beneficially Owned by the applicable Interested
Stockholder or an Affiliate of such Interested Stockholder and present in person or by proxy at the meeting of stockholders at which the Business Combination (as hereinafter defined) is being
considered, voting together as a single class (it being understood that for the purposes of this Article VI, each share of Voting Stock shall have the number of votes granted to it pursuant to
or in accordance with the provisions of Article IV of this Amended and Restated Certificate of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may
be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.

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B.Definition of "Business Combination." The term "Business Combination" used in this Article shall mean any
transaction which is referred to in any one or more of clauses (i) through (v) of paragraph A of this Section 1.

Section 2.When Higher Vote is Not Required.

The
provisions of Section 1 of this Article shall not be applicable to any particular Business Combination, and such Business Combination shall require only such
affirmative vote as is required by law and any other provision of this Amended and Restated Certificate of Incorporation, if all of the conditions specified in either of the following paragraphs A or
B are met:

A.Approval by Disinterested Directors. The Business Combination shall have been approved by a majority of the Disinterested
Directors (as hereinafter defined).

B.Price and Procedure Requirements. All of the following conditions shall have been met:



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Section 3. Certain Definitions.

For
the purposes of this Article:

A.    "Affiliate"
or "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 of the rules and regulations under the Securities
Exchange Act of 1934, as in effect on the date on which this Amended and Restated Certificate of incorporation is filed.

B.    A
person shall be a "Beneficial Owner" of, or shall "Beneficially Own," any Voting Stock:



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C.    "Disinterested
Director" means (i) any member of the Board of Directors (a) who is not an Affiliate of the Interested Stockholder and (b) was a
member of the Board of Directors prior to the time that a Business Combination with such Interested Stockholder or an Affiliate thereof was proposed, and (ii) any successor of a Disinterested
Director who is not an Affiliate of the Interested Stockholder and
is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board of Directors.

D.    "Equity
Security" shall have the meaning ascribed to such term in section 3(a)(11) of the Securities Exchange Act of 1934, as in effect on the date on which this
Amended and Restated Certificate of Incorporation is filed.

E.    "Excluded
Preferred Stock" means any series of Preferred Stock with respect to which the Certificate of Designation creating such series expressly provides that the
provisions of this Article VI shall not apply.

F.    "Fair
Market Value" means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question
of a share of such stock on the Composite Tape for the New York Stock ExchangeListed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, on the
principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, on the National
Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") National Market, or, if such stock is not traded on the NASDAQ National Market, the highest closing bid quotation
with respect to a share of such stock during the 30-day period preceding the date in question on the NASDAQ or any system then in use, or if no such quotations are available, the fair
market value on the date in question of a share of such stock as determined by the Board of Directors in good faith; and (ii) in the case of property other than cash or stock, the fair market
value of such property on the date in question as determined by the Board of Directors in good faith.

G.    "Interested
Stockholder" shall mean any person (other than the Corporation or any Subsidiary) who or which:



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H.    For
the purpose of determining whether a person is an Interested Stockholder pursuant to paragraph G of this Section 3, the number of shares of Voting Stock
deemed to be outstanding shall include shares deemed owned by the Interested Stockholder through application of paragraph G of this Section 3 but shall not include any other shares of
Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

I.    A
"person" shall mean any individual, firm, corporation, limited liability company, partnership or other entity.

J.    "Subsidiary"
means any corporation of which a majority of any class of Equity Security is owned, directly or indirectly, by the Corporation; provided, however, that for
purposes of the definition of Interested Stockholder set forth in paragraph G of this Section 3, the term "Subsidiary" shall mean only a corporation of which a majority of each class of
Equity Security is owned, directly or indirectly, by the Corporation.

K.    "Whole
Board" means the total number of directors which this Corporation would have if there were no vacancies.

L.    In
the event of any Business Combination in which the Corporation survives, the phrase "consideration other than cash to be received" as used in
paragraph B(i) and (ii) of Section 2 of this Article shall include the shares of Common Stock or the shares of any other class of outstanding Voting Stock retained
by the holders of such shares.

Section 4.Powers of the Board of Directors.

A.    A
majority of the Whole Board but only if a majority of the Whole Board shall then consist of Disinterested Directors or, if a majority of the Whole Board shall not then
consist of Disinterested Directors, a majority of the then Disinterested Directors, shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all
facts necessary to determine compliance with this Article VI, including, without limitation, (i) whether a person is an Interested Stockholder, (ii) the number of shares of Voting
Stock beneficially owned by any person, (iii) whether a person is an Affiliate or Associate of another, (iv) whether the applicable conditions set forth in paragraph (B) of
Section 2 have been met with respect to any Business Combination, (v) the Fair Market Value of stock or other property in accordance with paragraph (H) of Section 3
of this Article VI, and (vi) whether the assets which are the subject of any Business Combination referred to in
paragraph A(ii) of Section 1 have or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination
referred to in paragraph A(iii) of Section 1 has, an aggregate Fair Market Value equal to or greater than 20% of the Corporation's assets as set forth on the corporation's most
recent audited consolidated financial statements.

B.    A
majority of the Whole Board shall have the right to demand, but only if a majority of the Whole Board shall then consist of Disinterested Directors, or, if a majority
of the Whole Board shall not then consist of Disinterested Directors, a majority of the then Disinterested Directors shall have

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the right to demand, that any person who it is reasonably believed is an Interested Stockholder (or holder of record shares of Voting Stock Beneficially Owned by any Interested Stockholder) supply
this Corporation with complete information as to (i) the record owner(s) of all shares Beneficially Owned by such person who it is reasonably believed is an Interested Stockholder,
(ii) the number of, and class or series of, shares Beneficially Owned by such person who it is reasonably believed is an Interested Stockholder and held of record by each such record owner and
the number(s) of the stock certificate(s) evidencing such shares, and (iii) any other factual matter relating to the applicability or effect of this Article VI, as may be reasonably
requested of such person, and such person shall furnish such information within 10 days after receipt of such demand.

Section 5.No Effect on Fiduciary Obligations of Interested Stockholders.

Nothing
contained in this Article shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

Section 6.Amendment, Repeal, Etc.

Notwithstanding
any other provisions of this Amended and Restated Certificate of Incorporation or the Bylaws (and notwithstanding the fact that a lesser percentage may be specified by
law) the affirmative vote of the holders of at least 662/3% of the voting power of all the then outstanding Voting Stock, voting together as a single class, shall be required to alter,
amend, or adopt any provision inconsistent with, or repeal, this Article VI or any provision hereof.

ARTICLE VII

No director shall be personally liable to the Corporation or any stockholder for monetary damages for breach of fiduciary duty as a director, except
(i) for any breach of such 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 knowing violation of law, (iii) for violations of Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law hereafter is amended to eliminate or limit further the liability of a director, then, in addition to the elimination and limitation
of liability provided by the preceding sentence, the liability of each director of the Corporation shall be eliminated or limited to the fullest extent provided or permitted by the Delaware General
Corporation Law, as so amended. Any repeal or modification of this Article VII shall not adversely affect any right or protection of a director under this Article VII, as in effect
immediately prior to such repeal or modification, with respect to any liability that would have accrued, but for this Article VII, prior to such repeal or modification.

ARTICLE VIII

The Corporation shall indemnify to the full extent permitted by the laws of the State of Delaware as from time to time in effect any person against all liability
and expense (including attorneys' fees) incurred by reason of the fact that he is or was a director or officer of the Corporation, or, while serving as a director or officer of the Corporation, he is
or was serving at the request of the Corporation as a director, officer, partner or trustee of, or in any similar managerial or fiduciary position of, or as an employee or agent of another
corporation, partnership, joint venture, trust, association or other enterprise, or by reason of any action alleged to have been taken or omitted in such capacity. Expenses (including attorneys' fees)
incurred in defending an action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding to the full extent and under the
circumstances permitted by Delaware law. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the Corporation
against any liability asserted against and incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would

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have the power to indemnify against such liability under the provisions of this Article VIII. The indemnification provided by this Article VIII shall not be deemed exclusive of any
other rights to which those indemnified may be entitled under this Amended and Restated Certificate of Incorporation, any bylaw, agreement, vote of stockholders or disinterested directors, statute, or
otherwise, and shall inure to the benefit of their heirs, executors, and administrators. The provisions of this Article VIII shall not be deemed to preclude the Corporation from indemnifying
other persons from similar or other expenses and liabilities as the Board of Directors or the stockholders may determine in a specific instance or by resolution of general application. Neither the
amendment nor repeal of this Article, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or Bylaws or of any statute inconsistent with this Article, shall
eliminate or reduce the effect of this Article, in respect of any acts or omissions occurring prior to such amendment, repeal or adoption of an inconsistent provision.

In
accordance with the provisions of Section 103(d) of the General Corporation Law of the State of Delaware, this Amended and Restated Certificate of Incorporation shall
become effective upon its filing date.

IN
WITNESS WHEREOF, Gart Sports Company has caused this Amended and Restated Certificate of Incorporation to be signed and acknowledged by its President and attested by its Secretary and
its corporate seal to be affixed hereto this 9th day of January, 1998.

|                                              |  | GART SPORTS COMPANY
|--------------------------------------------- |  | -------------------
|                                              |  | By:                
|                                              |  |                    
|ATTEST:                                       |  |                    
|/s/THOMAS B. NELSONThomas B. Nelson,Secretary |  |                    

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