CERTIFICATE OF INCORPORATION
 
                                          OF
 
                            CHARLOTTE RUSSE HOLDING, INC.
 
                                      * * * * *
 
          FIRST:  The name of the Corporation is
Charlotte Russe Holding, Inc.
 
          SECOND:  The address of its registered office in the
State of Delaware is Corporation Trust Center, 1209 Orange
Street, City of Wilmington, County of New Castle, Delaware 19801.
The name of its registered agent at such address is The
Corporation Trust Company.
 
          THIRD:  The purpose of the Corporation 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 as the same exists or may hereafter be amended
("Delaware Law").
 
          FOURTH:  The total number of shares of stock which the Corporation
shall have authority to issue is 100, and the par
value of each such share is $1.00, amounting in the aggregate to
$100.
 
          FIFTH:  The name and mailing address of the
incorporator are:
 
          NAME           MAILING ADDRESS
 
     Donald A. Smith     450 Lexington Avenue
                         New York, New York 10017
 
The power of the incorporator as such shall terminate upon the
filing of this Certificate of Incorporation.
 
 
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          SIXTH:  The names and mailing addresses of the persons who are to
serve as directors until the first annual meeting of stockholders or until
their successors are elected and qualified are:
 
         Name                      Mailing Address
         ----                      ---------------
 
     David Oddi                    Saunders Karp & Co., L.P.
                                   667 Madison Avenue
                                   New York, N.Y. 10021
 
     Allan Karp                    Saunders Karp & Co., L.P.
                                   667 Madison Avenue
                                   New York, N.Y. 10021
 
          SEVENTH:  The Board of Directors shall have the power to adopt, amend
or repeal the bylaws of the Corporation.
 
          EIGHTH:   Election of directors need not be by written ballot unless
the bylaws of the Corporation so provide.
 
          NINTH:  (1) A director of the Corporation shall not be liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director to the fullest extent permitted by Delaware Law.
 
          (2)(a) Each person, (and the heirs, executors or administrators of
such person) who was or is a party or is threatened to be made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of the Corporation or is or was
serving at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise, shall be
indemnified and held harmless by the Corporation to the fullest extent permitted
by Delaware Law. The right to indemnification conferred in this ARTICLE NINTH
shall also include the right to be paid by the Corporation the expenses incurred
in connection with any such proceeding in advance of its final disposition to
the fullest extent authorized by Delaware Law. The right to indemnification
conferred in this ARTICLE NINTH shall be a contract right.
 
          (b)  The Corporation may, by action of its Board of Directors, provide
indemnification to such of the officers, employees and agents of the Corporation
to such extent and to such effect as the Board of
 
 
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<PAGE>
 
Directors shall determine to be appropriate and authorized by Delaware Law.
 
          (3)  The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any expense, liability or loss
incurred by such person in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under Delaware Law.
 
          (4)  The rights and authority conferred in this ARTICLE NINTH shall
not be exclusive of any other right which any person may otherwise have or
hereafter acquire.
 
          (5)  Neither the amendment nor repeal of this ARTICLE NINTH, nor the
adoption of any provision of this Certificate of Incorporation or the bylaws of
the Corporation, nor, to the fullest extent permitted by Delaware Law, any
modification of law, shall eliminate or reduce the effect of this ARTICLE NINTH
in respect of any acts or omissions occurring prior to such amendment, repeal,
adoption or modification.
 
          TENTH:  The Corporation reserves the right to amend this Certificate
of Incorporation in any manner permitted by Delaware Law and, with the sole
exception of those rights and powers conferred under the above ARTICLE NINTH,
all rights and powers conferred herein on stockholders, directors and officers,
if any, are subject to this reserved power.
 
     IN WITNESS WHEREOF, I have hereunto signed my name this
30th day of July, 1996.
 
 
                                        /s/ DONALD A. SMITH
                                        -------------------
                                        Donald A. Smith
 
 
 
 
                                    AMENDMENT
 
                                     TO THE
 
                          CERTIFICATE OF INCORPORATION
 
                                       OF
 
                          CHARLOTTE RUSSE HOLDING, INC.
 
 
          Charlotte Russe Holding, Inc. does hereby submit this Certificate
of Amendment to its Certificate of Incorporation, duly adopted pursuant to
Sections 228 and 242 of the General Corporation Law of the State of Delaware,
for the purpose of amending the Certificate of Incorporation, which was
originally filed with the Secretary of State of the State of Delaware on July
30, 1996, as subsequently amended on September 23, 1996.
 
          It is hereby certified that the certificate of incorporation of the
corporation is hereby amended by striking out Article Fourth thereof and by
substituting in lieu of said Article IV the following:
 
          "FOURTH:
 
          The total number of shares of all classes of stock which the
corporation shall have authority to issue 103,000,000 shares, consisting of
100,000,000 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), and (ii) 3,000,000 shares of Preferred Stock, par value $0.01 per
share (the "Preferred Stock").
 
          The following is a statement of the designations and the powers,
privileges and rights, and the qualifications, limitations or restrictions
thereof in respect of each class of capital stock of the corporation.
 
          1.   COMMON STOCK.
 
               A. GENERAL. The voting, dividend and liquidation rights of the
holders of the Common Stock are subject to and qualified by the rights of the
holders of the Preferred Stock of any series as may be designated by the
Board of Directors upon any issuance of the Preferred Stock of any series.
The holders of the Common Stock shall have no preemptive rights to subscribe
for any shares of any class of stock of this corporation whether now or
hereafter authorized.
 
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               B. VOTING. The holders of the Common Stock are entitled to one
vote for each share held at all meetings of stockholders. There shall be no
cumulative voting.
 
          The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares hereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.
 
               C. DIVIDENDS. Dividends may be declared and paid on the Common
Stock from funds lawfully available therefor as and when determined by the
Board of Directors and subject to any preferential dividend rights of any
then outstanding Preferred Stock.
 
               D. LIQUIDATION. Upon the dissolution or liquidation of the
corporation, whether voluntary or involuntary, holders of Common Stock will
be entitled to receive all assets of the corporation available for
distribution to its stockholders, subject to any preferential rights of any
then outstanding Preferred Stock.
 
          2. PREFERRED STOCK.
 
          Preferred Stock may be issued from time to time in one or more
series, each of such series to have such terms as stated or expressed herein
and in the resolution or resolutions providing for the issue of such series
adopted by the Board of Directors of the corporation as hereinafter provided.
Any shares of Preferred Stock which may be redeemed, purchased or acquired by
the corporation may be reissued except as otherwise provided by law or this
Certificate of Incorporation. Different series of Preferred Stock shall not
be construed to constitute different classes of shares for the purposes of
voting by classes unless expressly provided.
 
          Authority is hereby expressly granted to the Board of Directors
from time to time to the Preferred Stock in one or more series, and in
connection with the creation of any such series, by resolution or resolutions
providing for the issue of the shares thereof, to determine and fix such
voting powers, full or limited, or no voting powers, and such designations,
preferences and relative participating, optional or other special rights, and
qualifications, limitations or restrictions thereof, including without
limitation thereof, dividend rights, conversion rights, redemption priveleges
and liquidation preferences, as shall be stated and expressed in such
resolutions, all to the full extent now or hereafter permitted by the General
Corporation Law of Delaware. Without limiting the generality of the
foregoing, the resolutions providing for issuance of any series of Preferred
Stock may provide that such series shall be superior or rank equally or be
junior to the Preferred Stock of any other series to the extent permitted by
law and this Certificate of Incorporation. Except as otherwise provided in
this Certificate of Incorporation, no vote of the holders of the Preferred
Stock or Common Stock shall be a prerequisite to the designation or issuance
of any shares of any series of the Preferred Stock authorized by and
 
 
 
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complying with the conditions of this Certificate of Incorporation, the right
to have such vote being expressly waived by all present and future holders of
the capital stock of the corporation."