Exhibit 3.1

CERTIFICATE OF ELIMINATION

OF

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK, $0.01 PAR VALUE

AND

ENTERTAINMENT DISTRIBUTION COMPANY, INC.

Pursuant to Section 151(g) and Section 103 of the

Delaware General Corporation Law

Pursuant to the provisions of Section 151(g) and Section 103 of the General Corporation Law of the State of Delaware, the undersigned, Jordan M. Copland, Chief Financial Officer, does hereby certify that:

1.  The name of the corporation is ENTERTAINMENT DISTRIBUTION COMPANY, INC., a duly organized and existing corporation under the General Corporation Law of the State of Delaware (hereinafter referred to as the "Corporation").

2.  The designation of the series of stock of the Corporation to which this certificate relates is the Series A Junior Participating Preferred Stock, $0.01 par value (the “Series A Preferred”).

3.  The voting powers, designations, preferences, and the relative, participating, optional, or other rights, and the qualifications, limitations, and restrictions of the shares of Series A Preferred were provided for in resolutions adopted by the Board of Directors of the Corporation pursuant to authority expressly vested in it by the provisions of the Certificate of Incorporation of the Corporation.  A Certificate of Designation setting forth such resolutions was filed with the Secretary of State of the State of Delaware on May 23, 1997 pursuant to the provisions of Section 151 and Section 103 of the General Corporation Law of the State of Delaware.  None of the authorized shares of the Series A Preferred are outstanding and none will be issued.

4.  The Board of Directors of the Corporation duly adopted the following resolutions:

RESOLVED, that no shares of the Series A Preferred are outstanding and none will be issued;

RESOLVED FURTHER, that the Certificate of Elimination the (“Certificate”) in respect of the Series A Preferred presented to the Board of Directors and attached to these resolutions is approved as to its form and substance;

RESOLVED FURTHER, that pursuant to the authority vested in the Board of Directors of the Company in accordance with the provisions of its Certificate of Incorporation, as amended, the Chief Financial Officer of the Company is hereby authorized to

sign the Certificate in respect of the Series A Preferred in substantially the form presented to the Board;

RESOLVED FURTHER, that the Chief Financial Officer of the Company be and hereby is authorized to file the Certificate with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware which will have the effect when filed of eliminating from the Certificate of Incorporation all reference to the Series A Preferred.

5.  That in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, the Certificate of Incorporation is hereby amended to eliminate all reference to the Series A Convertible Preferred Stock, $0.01 par value.

IN WITNESS WHEREOF, I have executed and subscribed this Certificate and do affirm the foregoing as true under the penalties of perjury, this 17th day of September, 2007.

/s/ Jordan M. Copland

Jordan M. Copland

Chief Financial Officer