AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                                 CHEROKEE INC.
 
     Under Section 303 of the General Corporation Law of Delaware
 
     The undersigned, being the Vice President and secretary of Cherokee Inc.
(the "Corporation"), a corporation organized and existing under the laws of
Delaware, do hereby certify as follows:
 
     FIRST:  The Corporation was originally incorporated under the name Green
Acquisition Company on May 17, 1988.  The Corporation's first Amended and
Restated Certificate of Incorporation was filed on June 11, 1991.  A Certificate
of Agreement and Plan of Merger which amended and restated the Corporation's
Certificate of Incorporation was filed on June 1, 1993.
 
     SECOND:  This Amended and Restated Certificate of Incorporation is being
filed under Section 303 of the General Corporation Law of Delaware and pursuant
to the Corporation's plan of reorganization, filed on November 7, 1994 with the
United States Bankruptcy Court for the District of Delaware (the "Court") and
confirmed by the Court on December 14, 1994.
 
     THIRD:  The Corporation's Certificate of Incorporation is hereby amended
and restated to read as follows:
 
                                   ARTICLE I
 
     The name of this Corporation is:  CHEROKEE INC.
 
                                  ARTICLE II
 
     The address of its registered office in the State of Delaware is 32
Loockerman Square, Suite 1-100, in the City of Dover, County of Kent.  The name
of its registered agent at such address is the United States Corporation
Company.
 
                                  ARTICLE III
 
     The purpose and business of the Corporation is to engage in any lawful act
or activity for which corporations may be organized under the General
Corporation Law of Delaware.
<PAGE>
 
                                  ARTICLE IV
 
     Section 4.1.  Authorized Capital.  The total number of shares of all
classes of capital stock with which the Corporation shall have authority to
issue is 21,00,000, consisting of 1,000,000 shares of Preferred Stock, par value
$.02 per share (the "Preferred Stock"), and 20,000,000 shares of Common Stock,
par value $.02 per share (the "Common Stock").
 
     The number of authorized shares of any class or classes of capital stock
may be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the capital
stock of the Corporation entitled to vote on all matters to be voted on by the
stockholders of the Corporation.
 
     The powers, preferences and rights of each class of capital stock and the
qualifications, limitations and restrictions thereof, and the express grant of
authority of the Board of Directors to fix by resolution the designations and
the powers, preferences and rights of each share of Preferred Stock and the
qualifications, limitations and restrictions thereof which are not fixed by this
Certificate of Incorporation, are set forth below.
 
     Section 4.2.  Preferred Stock.
 
     (a) The Preferred Stock may be divided into such number of series as the
Board of Directors may determine.  The Board of Directors is authorized to
determine and alter the rights, preferences, privileges and restrictions granted
to and imposed upon the Preferred Stock or any series thereof with respect to
any wholly unissued class or series of Preferred Stock, and to fix the number of
shares of any series of Preferred Stock and the designation of any such series
of Preferred Stock.  The Board of Directors, within the limits and restrictions
stated in any resolution or resolutions of the Board of Directors originally
fixing the number of shares constituting any series, may 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.
 
     Upon such designation, the Secretary of the Corporation shall cause a
Certificate of Designation setting forth a copy of such resolution and the
number of shares of the Preferred Stock as to which the resolution applied to be
executed, acknowledged, filed and recorded in accordance with Section 103 of the
General Corporation Law of the State of Delaware.
 
     (b)  No holder of Preferred Stock shall be entitled as a matter of right to
          subscribe for or purchase, or have any preemptive right with respect
          to, any part of any new or additional issue of stock of any class
          whatsoever, or of securities convertible into any stock of any class
          whatsoever, whether now or hereafter authorized and whether issued for
          cash or other consideration or by way of dividend.
<PAGE>
 
     (c)  Except as otherwise provided by the Board of Directors in accordance
          with paragraph (a) above of this Section 4.2 in respect of any series
          of the Preferred Stock, all voting rights of the Corporation shall be
          vested exclusively in the holders of the Common Stock who shall be
          entitled to vote as described in Section 4.3 below.
 
     Section 4.3.  Common Stock.
 
          (a)  Liquidation of Dissolution. In the event of any voluntary or
               involuntary liquidation, dissolution or winding up of the
               Corporation, holders of Common Stock shall receive a pro rata
               distribution of any remaining assets after payment or provision
               for liabilities and the liquidation preference on Preferred
               Stock, if any.
 
          (b)  Voting Rights. The holders of Common Stock shall be entitled to
               one vote per share on all matters to be voted on by the
               stockholders of the Corporation. The Corporation shall be
               prohibited from issuing non-voting equity securities to the
               extent required by Section 1123(a)(6) of the Bankruptcy Code.
 
                                   ARTICLE V
 
     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter or repeal the
Bylaws of the Corporation.
 
                                  ARTICLE VI
 
     (a)  The Board of Directors shall consist of one class of directors. The
          number of directors shall be as from time to time fixed by, or in the
          manner provided in, the Bylaws of the Corporation.
 
     (b)  The directors initially appointed shall serve for a term ending on the
          date of the 1995 annual meeting of stockholders of the Corporation.
          Thereafter, all directors shall be elected on an annual basis.
 
     (c)  Each director shall serve until his successor is elected and qualified
          or until his death, retirement, resignation, or removal prior to the
          expiration of such term. No director may be removed during his term
          except for cause. If a vacancy occurs or is created in the Board of
          Directors, the remaining directors, even if they constitute less than
          a quorum, or a committee of directors authorized by the Bylaws of the
          Corporation shall elect a director to fill the vacancy for the
          remainder of the full term.
<PAGE>
 
     (d)  Election of directors need not be by written ballot unless the Bylaws
          of the Corporation shall so provide.
 
                                  ARTICLE VII
 
     No directors of this Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the General Corporation Law of
Delaware, or (iv) for any transaction from which the director derived an
improper personal benefit. If the Delaware General Corporation Law is amended
after the date of the filing of this Certificate to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the corporation shall be eliminated or limited to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
No repeal or modification of this Article SEVENTH shall apply to or have any
effect on the liability or alleged liability of any director of the corporation
for or with respect to any acts or omissions of such director occurring prior to
such repeal or modification.
 
     IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of
Incorporation to be executed in its corporate name this 23 day of December,
1994.
 
                                      /s/ Michael Seyhun
                                      ------------------------------------------
                                      Michael Seyhun
                                      Vice President and Chief Operating Officer
 
                                      /s/ Cary D. Cooper
                                      ------------------------------------------
                                      Cary D. Cooper
                                      Secretary and Chief Financial Officer