EXHIBIT 3.1
 
                           SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                           RESTORATION HARDWARE, INC.
 
        The undersigned, Stephen Gordon and Thomas Low, hereby certify that:
 
        ONE: They are the duly elected and acting President and Secretary,
respectively, of said corporation.
 
        TWO: The Certificate of Incorporation of said corporation was originally
filed in the Office of the Secretary of State of the State of Delaware on April
2, 1998 and the First Amended and Restated Certificate of Incorporation of said
corporation was originally filed in such office on May 26, 1998.
 
        THREE: The First Amended and Restated Certificate of Incorporation of
said corporation shall be amended and restated to read in full as follows:
 
                                    ARTICLE I
 
        The name of this corporation is Restoration Hardware, Inc. (the
"Corporation").
 
                                   ARTICLE II
 
        The address of the Corporation's registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of the Corporation's registered agent at such address is the
Corporation Trust Corporation.
 
                                   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 the State of Delaware (the "GCL").
 
                                   ARTICLE IV
 
        The Corporation is authorized to issue two classes of stock to be
designated, respectively, "Common Stock" and "Preferred Stock." The total number
of shares that the Corporation is authorized to issue is Forty Five Million
(45,000,000). Forty Million (40,000,000) shares shall be Common Stock, par value
$0.0001 per share, and Five Million (5,000,000) shares shall be Preferred Stock,
par value $0.0001 per share.
 
 
 
<PAGE>
 
        The Preferred Stock may be issued from time to time in one or more
series, without further stockholder approval. The Board of Directors of the
Corporation is hereby authorized to fix or alter the rights, preferences,
privileges and restrictions granted to or imposed upon each series of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or of any of them. The rights, privileges, preferences and restrictions
of any such additional series may be subordinated to, pari passu with
(including, without limitation, inclusion in provisions with respect to
liquidation and acquisition preferences, redemption and/or approval of matters
by vote), or senior to any of those of any present or future class or series of
Preferred Stock or Common Stock. The Board of Directors is also authorized to
increase or decrease the number of shares of any series prior or subsequent to
the issue 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 which they had
prior to the adoption of the resolution originally fixing the number of shares
of such series.
 
                                    ARTICLE V
 
        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 the Corporation. In addition, the Bylaws may
be amended by the affirmative vote of holders of at least sixty-six and
two-thirds percent (66 2/3%) of the outstanding shares of voting stock of the
Corporation entitled to vote at an election of directors.
 
                                   ARTICLE VI
 
        The number of directors of the Corporation shall be fixed from time to
time by, or in the manner provided in the Bylaws or by resolution duly adopted
by the Board of Directors.
 
        Elections of directors need not be by written ballot unless the Bylaws
of the Corporation shall so provide. Advance notice of stockholder nominations
for the election of directors and of any other business to be brought before any
meeting of the stockholders shall be given in the manner provided in the Bylaws
of this Corporation.
 
        At each annual meeting of stockholders, directors of the Corporation
shall be elected to hold office until the expiration of the term for which they
are elected, or until their successors have been duly elected and qualified;
except that if any such election shall not be so held, such election shall take
place at a stockholders' meeting called and held in accordance with the GCL.
 
        The directors of the Corporation shall be divided into three (3) classes
as nearly equal in size as is practicable, hereby designated Class I, Class II
and Class III. For the purposes hereof, the initial Class I, Class II and Class
III directors shall be those directors so designated by a resolution of the
Board of Directors. At the first annual meeting of stockholders following the
closing of the initial public offering of the Corporation's Common Stock, the
term of office of the Class I directors shall expire and Class I directors shall
be elected for a full term of three (3) years. At the second annual meeting of
stockholders following the closing of the initial public offering of the
Corporation's Common Stock, the term of office of the Class II directors shall
 
<PAGE>
 
expire and Class II directors shall be elected for a full term of three
(3) years. At the third annual meeting of stockholders following the initial
public offering of the Corporation's Common Stock, the term of office of the
Class III directors shall expire and Class III directors shall be elected for a
full term of three (3) years. At each succeeding annual meeting of stockholders,
directors shall be elected for a full term of three (3) years to succeed the
directors of the class whose terms expire at such annual meeting. If the number
of directors is hereafter changed, each director then serving as such shall
nevertheless continue as a director of the Class of which he is a member until
the expiration of his current term and any newly created directorships or
decrease in directorships shall be so apportioned among the classes as to make
all classes as nearly equal in number as is practicable.
 
        Vacancies occurring on the Board of Directors for any reason may be
filled by vote of a majority of the remaining members of the Board of Directors,
although less than a quorum, at any meeting of the Board of Directors. A person
so elected by the Board of Directors to fill a vacancy shall hold office for the
remainder of the full term of the director for which the vacancy was created or
occurred and until such director's successor shall have been duly elected and
qualified. A director may be removed from office by the affirmative vote of the
holders of 66 2/3% of the outstanding shares of voting stock of the Corporation
entitled to vote at an election of directors, provided that such removal is for
cause.
 
                                   ARTICLE VII
 
        Stockholders of the Corporation shall take action by meetings held
pursuant to this Amended and Restated Certificate of Incorporation and the
Bylaws and shall have no right to take any action by written consent without a
meeting. Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
 
                                  ARTICLE VIII
 
        The affirmative vote of the holders of at least 66 2/3% of the
outstanding shares of voting stock entitled to vote at an election of directors
shall be required for the approval or authorization of any Business Combination
as such term is defined in Section 203 of the GCL.
 
                                   ARTICLE IX
 
        To the fullest extent permitted by applicable law, this Corporation is
authorized to provide indemnification of (and advancement of expenses to)
directors, officers, employees and agents (and any other persons to which
Delaware law permits this 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 subject only to limits
created by
 
<PAGE>
 
applicable Delaware law (statutory or non-statutory), with respect to action for
breach of duty to the Corporation, its stockholders, and others.
 
        No director of the Corporation shall be personally liable to the
Corporation or any stockholder for monetary damages for breach of fiduciary duty
as a director, except for any matter in respect of which such director shall be
liable under Section 174 of the GCL or any amendment thereto or shall be liable
by reason that, in addition to any and all other requirements for such
liability, such director (1) shall have breached the director's duty or loyalty
to the Corporation or its stockholders, (2) shall have acted in manner involving
intentional misconduct or a knowing violation of law or, in failing to act,
shall have acted in a manner involving intentional misconduct or a knowing
violation of law, or (3) shall have derived an improper personal benefit. If the
GCL is hereafter amended to authorize the further elimination or limitation of
the liability of a director, the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the GCL, as so
amended.
 
        Each person who was or is made a party or is threatened to be made a
party to or is in any way involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), including any appeal therefrom, by
reason of the fact that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer of the Corporation or a direct
or indirect subsidiary of the Corporation, or is or was serving at the request
of the Corporation as a director or officer of another entity or enterprise, or
was a director or officer of a foreign or domestic Corporation which was
predecessor Corporation of the Corporation or of another entity or enterprise at
the request of such predecessor Corporation, shall be indemnified and held
harmless by the Corporation, and the Corporation shall advance all expenses
incurred by any such person in defense of any such proceeding prior to its final
determination, to the fullest extent authorized by the GCL. In any proceeding
against the Corporation to enforce these rights, such person shall be presumed
to be entitled to indemnification and the Corporation shall have the burden of
proving that such person has not met the standards of conduct for permissible
indemnification set forth in the GCL of the State of Delaware. The rights to
indemnification and advancement of expenses conferred by this Article IX shall
be presumed to have been relied upon by the directors and officers of the
Corporation in serving or continuing to serve the Corporation and shall be
enforceable as contract rights. Said rights shall not be exclusive of any other
rights to which those seeking indemnification may otherwise be entitled. The
Corporation may, upon written demand presented by a director or officer of the
Corporation or of a direct or indirect subsidiary of the Corporation, or by a
person serving at the request of the Corporation as a director or officer of
another entity or enterprise, enter into contracts to provide such persons with
specified rights to indemnification, which contracts may confer rights and
protections to the maximum extent permitted by the GCL of the State of Delaware,
as amended and in effect from time to time.
 
        If a claim under this Article IX is not paid in full by the Corporation
within sixty (60) days after a written claim has been received by the
Corporation, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, if successful in
whole or in part, the claimant shall be entitled to be paid also the expenses of
prosecuting such claim. It shall be a defense to any such action (other than an
action brought to
 
<PAGE>
 
enforce the right to be advanced expenses incurred in defending any proceeding
prior to its final disposition where the required undertaking, if any, has been
tendered to the Corporation ) that the claimant has not met the standards of
conduct which make it permissible under the GCL of the State of Delaware for the
Corporation to indemnify the claimant for the amount claimed, but the claimant
shall be presumed to be entitled to indemnification and the Corporation shall
have the burden of proving that the claimant has not met the standards of
conduct for permissible indemnification set forth in the GCL of the State of
Delaware.
 
        If the GCL of the State of Delaware is hereafter amended to permit the
Corporation to provide broader indemnification rights that said Law permitted
the Corporation to provide prior to such amendment, the indemnification rights
conferred by this Article IX shall be broadened to the fullest extent permitted
by the GCL of the State of Delaware, as so amended.
 
                                    ARTICLE X
 
        The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation.
Notwithstanding the foregoing, the provisions set forth in Articles V, VI, VII,
VIII and X of this Amended and Restated Certificate of Incorporation may not be
repealed or amended in any respect without the affirmative vote of holders at
least 66-2/3% of the outstanding voting stock of the Corporation entitled to
vote at election of directors.
 
        FOUR: The foregoing amendment and restatement has been duly adopted by
the Corporation's Board of Directors in accordance with the applicable
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware.
 
        FIFTH: The foregoing amendment and restatement was approved by the
holders of the requisite number of shares of the Corporation in accordance with
Section 228 of the General Corporation Law of the State of Delaware.
 
        IN WITNESS WHEREOF, the undersigned have executed this certificate on
June 24, 1998.
 
                                         /s/ Stephen Gordon
                                         --------------------------------------
                                         Stephen Gordon
                                         President and Chief Executive Officer
 
                                         /s/ Thomas Low
                                         --------------------------------------
                                         Thomas Low
                                         Secretary
 
 
<PAGE>
 
             CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE
                             AND OF REGISTERED AGENT
 
It is hereby certified that:
 
        1. The name of the corporation (hereinafter called the "corporation") is
 
                           Restoration Hardware, Inc.
 
        2. The registered office of the corporation within the State of Delaware
is hereby changed to 1013 Centre Road, City of Wilmington 19805, County of New
Castle.
 
        3. The registered agent of the corporation within the State of Delaware
is hereby changed to Corporation Service Company, the business office of which
is identical with the registered office of the corporation as hereby changed.
 
        4. The corporation has authorized the changes hereinbefore set forth by
resolution of its Board of Directors.
 
Signed on April 28, 1999.
 
 
                                    /s/ Thomas Low
                                    -----------------------------
                                    Thomas Low, Secretary
 
 
 
 
<PAGE>
 
                           CERTIFICATE OF AMENDMENT OF
            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                           RESTORATION HARDWARE, INC.
 
 
        Restoration Hardware, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,
 
        DOES HEREBY CERTIFY:
 
        FIRST: That at a meeting of the Board of Directors of Restoration
Hardware, Inc., duly held on July 11, 2001 at which a quorum was present, the
Board of Directors duly adopted resolutions setting forth a proposed amendment
of the Second Amended and Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a special
meeting of the stockholders of said corporation for consideration thereof. The
resolution setting forth the proposed amendment is as follows:
 
        RESOLVED, that the Second Amended and Restated Certificate of
        Incorporation of this corporation be, and it hereby is, amended to
        restate Article IV to read in full as follows:
 
                        "The Corporation is authorized to issue two classes of
                stock to be designated, respectively, "Common Stock" and
                "Preferred Stock." The total number of shares that the
                Corporation is authorized to issue is Sixty-Five Million
                (65,000,000). Sixty Million (60,000,000) shares shall be Common
                Stock, par value $0.0001 per share, and Five Million (5,000,000)
                shares shall be Preferred Stock, par value $0.0001 per share.
 
                        The Preferred Stock may be issued from time to time in
                one or more series, without further stockholder approval. The
                Board of Directors of the Corporation is hereby authorized to
                fix or alter the rights, preferences, privileges and
                restrictions granted to or imposed upon each series of Preferred
                Stock, and the number of shares constituting any such series and
                the designation thereof, or of any of them. The rights,
                privileges, preferences and restrictions of any such additional
                series may be subordinated to, pari passu with (including,
                without limitation, inclusion in provisions with respect to
                liquidation and acquisition preferences, redemption and/or
                approval of matters by vote), or senior to any of those of
 
<PAGE>
 
                any present or future class or series of Preferred Stock or
                Common Stock. The Board of Directors is also authorized to
                increase or decrease the number of shares of any series prior or
                subsequent to the issue 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 which they
                had prior to the adoption of the resolution originally fixing
                the number of shares of such series."
 
        SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said 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: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
 
        FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.
 
 
        IN WITNESS WHEREOF, Restoration Hardware, Inc. has caused this
certificate to be signed by Gary G. Friedman, its Chief Executive Officer, this
15th day of October, 2001.
 
 
 
                                     BY:     /s/ Gary G. Friedman
                                        -------------------------------------
                                               Gary G. Friedman
                                            Chief Executive Officer