EXHIBIT 3.1

                                CERTIFICATE OF AMENDMENT
                                           OF
                              CERTIFICATE OF INCORPORATION
                                           OF
                                    DAY RUNNER, INC.


              DAY RUNNER, INC., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"), does
hereby certify that;

                  FIRST: At a meeting of the Board of Directors of the
Corporation, the Board duly adopted resolutions setting forth a proposed
amendment to the Certificate of Incorporation of the Corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of
the Corporation for consideration thereof.

                  SECOND: Thereafter, pursuant to a resolution of the Board of
Directors of the Corporation, a special meeting of the stockholders of the
Corporation was duly called and held, upon notice in accordance with Section
222 of the General Corporation Law of the State of Delaware, at which meeting
the necessary number of shares as required by statute was voted in favor of
the amendment.

                  THIRD:  The resolution setting forth the amendment approved
by the vote of the stockholders and the Board is as follows:

                  RESOLVED, that the first paragraph of Article IV of the
Company's Certificate of Incorporation be amended to read in its entirety as
follows:

     "The total number of shares of all classes of stock which the corporation
     is authorized to issue is 30,000,000 shares, consisting of 29,000,000
     shares of Common Stock having a par value of $0.001 per share (the `Common
     Stock') and 1,000,000 shares of Preferred Stock having a par value of
     $0.001 per share (the `Preferred Stock'). Upon amendment of this Article
     IV, each five shares of Common Stock outstanding is combined and converted
     into one share of Common Stock. No fractional shares or scrip shall be
     issued in connection with the combination and all calculations that would
     result in the issuance of fractional shares shall be rounded to the
     nearest whole share (with .5 being rounded up)."

FOURTH:  The aforesaid amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, Day Runner, Inc. has caused this Certificate of Amendment
to be signed by Mark Vidovich, its authorized officer, this 27th day of April,
2000.

                                              DAY RUNNER, INC.

                                              Mark Vidovich
                                              --------------------------
                                              Chairman of the Board