RESTATED

                            ARTICLES OF INCORPORATION

                                       OF

                               TMI HOLDINGS, INC.


     Pursuant  to  Section 607.1006 of the Business Corporation Act of the State
of  Florida, the undersigned, being the Chief Executive Officer of TMI Holdings,
Inc.  (the  "Corporation"),  a  corporation  organized and existing under and by
virtue  of the Business Corporation Act of the State of Florida bearing Document
#S68597  does  hereby  certify:

     Pursuant  to  Written Consent of the Board of Directors of said Corporation
dated  May  2, 2003, and approved by the shareholders at the annual meeting held
on  June 10, 2003, it was voted that the Corporation would amend and restate its
articles  of  incorporation  as  follows:

                                    ARTICLE I

     The  name  of  this  corporation  is:

     TMI  HOLDINGS,  INC.

                                   ARTICLE II

     Offices  for  the transaction of any business of the Corporation, and where
meetings  of  the  Board  of  Directors  and of Stockholders may be held, may be
established  and maintained in any part of the State of Florida, or in any other
state,  territory,  or  possession  of  the  United  States.

                                   ARTICLE III

     The  nature  of  the  business  is  to  engage  in  any  lawful  activity.

                                   ARTICLE IV

          This Corporation is authorized to issue two classes of shares of stock
to  be  designated as "Common Stock" and "Preferred Stock".  The total number of
shares  of  Common Stock which this Corporation is authorized to issue is Thirty
Million  (30,000,000)  shares,  par  value $0.01.  The total number of shares of
Preferred  Stock  which  this  Corporation is authorized to issue is One Million
Five  Hundred  Thousand  (1,500,000)  shares,  par  value  $0.01.



     The  shares  of  Preferred  Stock may be issued from time to time in one or
more  series.  The  Board  of  Directors  of  the  Corporation  (the  "Board  of
Directors")  is  expressly  authorized to provide for the issue of all or any of
the  shares  of the Preferred Stock in one or more series, and to fix the number
of  shares  and  to determine or alter for each such series, such voting powers,
full  or  limited,  or no voting powers, and such designations, preferences, and
relative,  participating,  optional,  or  other  rights and such qualifications,
limitations,  or  restrictions  thereof, as shall be stated and expressed in the
resolution  or  resolutions  adopted by the Board of Directors providing for the
issue  of  such shares (a "Preferred Stock Designation") and as may be permitted
by  the General Corporation Law of the State of Florida.  The Board of Directors
is  also  expressly authorized to increase or decrease (but not below the number
of  shares  of  such series then outstanding) the number of shares of any series
subsequent  to the issue of shares of that series.  In case the number of shares
of  any such 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

     The  members  of  the  governing  board  of the corporation shall be styled
directors,  of  which there shall be no less than one (1) or more than ten (10).
The  Directors  of  this  corporation  need  not  be  stockholders.

                                   ARTICLE VI

     This  corporation  shall  have  perpetual  existence.

                                   ARTICLE VII

     This  Corporation  shall  have  a  president,  secretary,  treasurer  and a
resident agent, to be chosen by the Board of Directors.  Any person may hold two
or  more  offices.

                                  ARTICLE VIII

     The Capital Stock of the corporation, after the fixed consideration thereof
has  been  paid  or  performed,  shall  not  be  subject  to assessment, and the
individual  liable  for  the  debts  and liabilities of the Corporation, and the
Articles  of  Incorporation  shall never be amended as the aforesaid provisions.

                                   ARTICLE IX

     To  the  fullest  extent  permitted  by  law, no director or officer of the
Corporation  shall  be  personally liable to the Corporation or its shareholders
for  damages for breach of any duty owed to the Corporation or its shareholders.
In  addition,  the  Corporation  shall  have  the power, in its Bylaws or in any
resolution  of  its  stockholders  or  directors,  to undertake to indemnify the
officers  and  directors of this Corporation against any contingency or peril as
may  be  determined  to  be  in  the  best interests of this Corporation, and in
conjunction  therewith,  to  procure, at this Corporation's expense, policies of
insurance.

                                      ---


     The number of shares of the corporation outstanding and entitled to vote on
this  Restated  Articles  of  Incorporation is 1,439,675 shares of common stock;
that  the  said  change(s)  and the Restated Articles of Incorporation have been
consented to and approved by a majority of all the Stockholders of each class of
stock  outstanding  and  entitled to vote thereon.  The changes set forth herein
shall  be effective upon the filing of these Restated Articles of Incorporation.



-------------------------------------------------
Scott  Siegel,  Chief  Executive  Officer

Dated:  June  10,  2003