FORM OF
 
            SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
 
                                       OF
 
                                CITI TRENDS, INC.
 
      Citi Trends, Inc. (the "Corporation"), a corporation organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, as amended (the "GCL"), DOES HEREBY CERTIFY as follows:
 
      1. The name of the Corporation is Citi Trends, Inc. The Corporation was
originally incorporated under the name "Allied Fashion, Inc." and filed its
original Certificate of Incorporation with the Secretary of State of the State
of Delaware on March 3, 1999. The Corporation filed a restatement of its
Certificate of Incorporation with the Secretary of State of the State of
Delaware on April 12, 1999 and a Certificate of Amendment on June 26, 2001
changing its name from "Allied Fashion, Inc." to "Citi Trends, Inc."
 
      2. In the manner prescribed by Sections 242 and 245 of the GCL,
resolutions were duly adopted by the Board of Directors and the stockholders of
the Corporation, respectively, duly adopting this Second Amended and Restated
Certificate of Incorporation and amending and restating the Amended and Restated
Certificate of Incorporation of the Corporation as herein provided.
 
      3. The text of the Amended and Restated Certificate of Incorporation, as
amended and restated again herein, shall read in its entirety as follows:
 
      FIRST: The name of the Corporation is Citi Trends, Inc. (the
"Corporation").
 
      SECOND: The address of the Corporation's registered office in the State of
Delaware is c/o The Corporation Trust Company, 1209 Orange Street, in the 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 nature or purpose of the business to be conducted or promoted
by 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 amended (the "GCL").
 
      FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is [________________] shares, consisting of:
 
            (i) [__________________] shares of common stock, par value $0.01 per
share (the "Common Stock"); and
 
            (ii) [_________________] shares of preferred stock, par value $0.01
per share (the "Preferred Stock").
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      A statement of the powers, designations, preferences, and relative
participating, optional or other special rights and the qualifications,
limitations and restrictions of the Common Stock and the Preferred Stock is as
follows.
 
      1. Common Stock.
 
            (a) Dividends. Dividends may be declared and paid on the Common
      Stock from funds lawfully available therefor as, if and when, determined
      by the Board of Directors and subject to any preferential dividend rights
      of any then outstanding shares of Preferred Stock.
 
            (b) Liquidation Rights. In the event of a voluntary or involuntary
      liquidation, dissolution or winding-up of the Corporation, the holders of
      shares of Common Stock shall be entitled, after payment or provision for
      payment of the debts and other liabilities of the Corporation, to share in
      the distribution of any remaining assets available for distribution to its
      stockholders ratably, subject to any preferential rights of any then
      outstanding Preferred Stock.
 
            (c) Voting Rights. The holders of Common Stock shall be entitled to
      one vote per share in voting or consenting to the election of directors
      and for all other matters presented to the stockholders of the Corporation
      for their action or consideration. Cumulative voting for the election of
      directors is not permissible. Except as otherwise required by law, the
      holders of the Common Stock shall vote together as a single class on all
      matters submitted to the stockholders of the Corporation.
 
      2. Preferred Stock. The Board of Directors is authorized, subject to
limitations prescribed by law, to provide for the issuance of the Preferred
Stock in one or more series, and by filing a certificate pursuant to the
applicable law of the State of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the designation,
powers, preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof, as shall be stated in the
resolutions providing for the issuance of such series adopted by the Board of
Directors.
 
      The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
 
            (a) the number of shares constituting that series and the
      distinctive designation of that series;
 
            (b) the rate of dividend, and whether (and if so, on what terms and
      conditions) dividends shall be cumulative (and if so, whether unpaid
      dividends shall compound or accrue interest) or shall be payable in
      preference or in any other relation to the dividends payable on any other
      class or classes of stock or any other series of the Preferred Stock;
 
            (c) whether that series shall have voting rights in addition to the
      voting rights provided by law and, if so, the terms and extent of such
      voting rights;
 
 
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            (d) whether the shares must or may be redeemed and, if so, the terms
      and conditions of such redemption (including, without limitation, the
      dates upon or after which they must or may be redeemed and the price or
      prices at which they must or may be redeemed, which price or prices may be
      different in different circumstances or at different redemption dates);
 
            (e) whether the shares shall be issued with the privilege of
      conversion or exchange and, if so, the terms and conditions of such
      conversion or exchange (including without limitation the price or prices
      or the rate or rates of conversion or exchange or any terms for adjustment
      thereof);
 
            (f) the amounts, if any, payable upon the shares in the event of
      voluntary liquidation, dissolution or winding up of the Corporation in
      preference of shares of any other class or series and whether the shares
      shall be entitled to participate generally in distributions on the Common
      Stock under such circumstances;
 
            (g) the amounts, if any, payable upon the shares thereof in the
      event of involuntary liquidation, dissolution or winding up of the
      Corporation in preference of shares of any other class or series and
      whether the shares shall be entitled to participate generally in
      distributions in the Common Stock under such circumstances;
 
            (h) sinking fund provisions, if any, for the redemption or purchase
      of the shares (the term "sinking fund" being understood to include any
      similar fund, however designated) and, if so, the terms and amount of such
      sinking fund; and
 
            (i) any other relative rights, preferences, limitations and powers
      of that series.
 
      3. No Preemptive Rights. Except as expressly set forth in this Certificate
of Incorporation, any certificate of designation, any resolution or resolutions
providing for the issuance of a series of stock adopted by the Board of
Directors, or any agreement between the Corporation and its stockholders, the
holders of Common Stock or any series of Preferred Stock shall have no
preemptive right to subscribe for any shares of any class of capital stock of
the Corporation whether now or hereafter authorized.
 
      FIFTH: The name and mailing address of the incorporator is as follows:
 
                               Francis A. Fuselier
                              Mayer, Brown & Platt
                            1675 Broadway, Suite 1900
                          New York, New York 10019-5820
 
      SIXTH:
 
      1. Limits on Director Liability. Directors of the Corporation shall have
no personal liability to the Corporation or its stockholders for monetary
damages for breach of a fiduciary duty as a director; provided that nothing
contained in this Article SIXTH shall eliminate or limit the liability of a
director (i) for any breach of a director's duty of loyalty to the Corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct
 
 
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or knowing violations of law, (iii) under Section 174 of the GCL or (iv) for any
transaction from which a director derived an improper personal benefit. If the
GCL is amended to authorize corporate action further eliminating or limiting the
personal liability of directors, then by virtue of this Article SIXTH the
liability of a director of the Corporation shall be eliminated or limited to the
fullest extent permitted by the GCL, as so amended.
 
      2. Indemnification.
 
            (a) The Corporation shall indemnify and hold harmless, in accordance
      with the By-laws of the Corporation and to the fullest extent permitted
      from time to time by the GCL or any other applicable laws as presently or
      hereafter in effect, any person who was or is a party or is threatened to
      be made a party to any threatened, pending or completed action, suit or
      proceeding, whether civil, criminal, administrative or investigative,
      including, without limitation, an action by or in the right of the
      Corporation, by reason of his serving as a director or officer of the
      Corporation (and the Corporation, in the discretion of the Board of
      Directors, may so indemnify a person by reason of the fact that he is or
      was an employee or agent of the Corporation or is or was serving at the
      request of the Corporation in any other capacity for or on behalf of the
      Corporation) against any liability or expense actually and reasonably
      incurred by such person in respect thereof; provided, however, the
      Corporation shall be required to indemnify an officer or director in
      connection with an action, suit or proceeding (or part thereof) initiated
      by such person only if (i) such action, suit or proceeding (or part
      thereof) was authorized by the Board of Directors and (ii) the
      indemnification does not relate to any liability arising under Section
      16(b) of the Securities Exchange Act of 1934, as amended, or any rules or
      regulations promulgated thereunder. Such indemnification is not exclusive
      of any other right to indemnification provided by law or otherwise. The
      right to indemnification conferred by this Section 2 shall be deemed to be
      a contract between the Corporation and each person referred to herein.
 
            (b) If a claim under subdivision (a) of this Section 2 of this
      Article SIXTH is not paid in full 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 expense of prosecuting such
      claim. It shall be a defense to any such action (other than an action
      brought to enforce a claim for expenses incurred in defending any
      proceeding in advance of its final disposition where any undertaking
      required by subdivision (c) of this Section 2 of this Article SIXTH has
      been tendered to the Corporation) that the claimant has not met the
      standards of conduct which make it permissible under the GCL and
      subdivision (a) of this Section 2 of this Article SIXTH for the
      Corporation to indemnify the claimant for the amount claimed, but the
      burden of proving such defense shall be on the Corporation.
 
            (c) Indemnification shall include payment by the Corporation of
      expenses in defending an action or proceeding in advance of the final
      disposition of such action or proceeding upon receipt of an undertaking by
      the person indemnified to repay such payment if it is ultimately
      determined that such person is not entitled to indemnification under this
      Article SIXTH, which undertaking may be accepted without reference to the
      financial ability of such person to make such repayment.
 
 
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      3. Insurance. The Corporation shall have the power (but not the
obligation) 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
this Article SIXTH or the GCL.
 
      4. Other Rights. The rights and authority conferred in this Article SIXTH
shall not be deemed exclusive of any other right which any person may otherwise
have or hereafter acquire under any statute, provision of the Certificate of
Incorporation, by-law, agreement, contract, vote of stockholders or
disinterested directors or otherwise.
 
      5. Additional Indemnification. The Corporation may, by action of its Board
of Directors, provide additional indemnification to such of the directors,
officers, employees and agents of the Corporation to such extent and to such
effect as the Board of Directors shall determine to be appropriate and
authorized by the GCL.
 
      6. Effect of Amendments. Neither the amendment, change, alteration or
repeal of this Article SIXTH, nor the adoption of any provision of this
Certificate of Incorporation or the By-laws of the Corporation, nor, to the
fullest extent permitted by the GCL, any modification of law, shall eliminate or
reduce the effect of this Article SIXTH or the rights or any protection afforded
under this Article SIXTH in respect of any acts or omissions occurring prior to
such amendment, repeal, adoption or modification.
 
      SEVENTH: At all meetings of stockholders, each stockholder shall be
entitled to vote, in person or by proxy, the shares of voting stock owned by
such stockholders of record on the record date for the meeting. When a quorum is
present or represented at any meeting, the vote of the holders of a majority in
interest of the stockholders present in person or by proxy at such meeting and
entitled to vote thereon shall decide any question, matter or proposal brought
before such meeting unless the question is one upon which, by express provision
of law, this Certificate of Incorporation or the By-laws applicable thereto, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
 
      EIGHTH:
 
      1. Number of Directors. The number of directors of the Corporation shall
be fixed from time to time by the vote of a majority of the entire Board of
Directors, but such number shall in no case be [less than five (5) nor more than
nine (9)]. Any such determination made by the Board of Directors shall continue
in effect unless and until changed by the Board of Directors, but no such
changes shall affect the term of any directors then in office.
 
      2. Classification of the Board of Directors. The Board of Directors shall
be divided into three classes, designated Classes I, II and III, which shall be
as nearly equal in number of directors per Class as possible.
 
      3. Term of Office; Vacancies.
 
 
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       (i)  Directors of Class I shall be elected to hold office for an initial
            term expiring at the first annual meeting of stockholders held after
            the date and time at which this Certificate of Incorporation of the
            Corporation shall become effective in accordance with Section 103(d)
            of the GCL (the "Effective Time").
 
      (ii)  Directors of Class II shall be elected to hold office for an initial
            term expiring at the second annual meeting of stockholders held
            after the Effective Time.
 
     (iii)  Directors of Class III shall be elected to hold office for an
            initial term expiring at the third annual meeting of stockholders
            held after the Effective Time.
 
      (iv)  At each annual meeting of stockholders, the respective successors of
            the directors whose terms are expiring shall be elected for terms
            expiring at the annual meeting of stockholders held in the third
            succeeding year.
 
       (v)  Vacancies in the Board of Directors and newly-created directorships
            resulting from any increase in the authorized number of directors
            may be filled as provided in the By-laws.
 
      4. Removal. Subject to the By-laws, a director may only be removed for
cause upon the affirmative vote of the holders of a majority of the votes which
could be cast by the holders of all outstanding shares of capital stock entitled
to vote for the election of directors, voting together as a class, given at a
duly called annual or special meeting of stockholders.
 
      5. Nominations. Advance notice of nominations by stockholders for the
election of directors, and of stockholder proposals regarding action to be taken
at any meeting of stockholders, shall be given in the manner and to the extent
provided in the By-laws of the Corporation.
 
      NINTH: For the management of the business and for the conduct of the
affairs of the Corporation, and in further definition, limitation and regulation
of the powers of the Corporation and of its directors and of its stockholders or
any class thereof, as the case may be, it is further provided:
 
            (1) The business and affairs of the Corporation shall be managed by
      or under the direction of the Board of Directors.
 
            (2) The Board of Directors shall be authorized to adopt, amend and
      repeal the By-laws of the Corporation, without a stockholder vote, in any
      manner not inconsistent with the laws of the State of Delaware, this
      Certificate of Incorporation and the By-laws of the Corporation as from
      time to time in effect, subject to the power of the stockholders entitled
      to vote to adopt, amend, alter, change, add to or repeal By-laws made by
      the Board of Directors as provided below in Section 3 of this ARTICLE
      NINTH.
 
            (3) Notwithstanding anything contained in this Certificate of
      Incorporation to the contrary, the amendment, alteration or repeal of the
      provisions of ARTICLES
 
 
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      EIGHTH and TENTH and this ARTICLE NINTH shall require the affirmative vote
      of the holders of two-thirds (2/3) or more of the combined voting power of
      the outstanding shares of capital stock of the Corporation entitled to
      vote generally in the election of directors, voting together as a class.
 
            (4) In addition to the powers and authority hereinbefore or by
      statute expressly conferred upon them, the directors are hereby empowered
      to exercise all such powers and do all such acts and things as may be
      exercised or done by the Corporation, subject, nevertheless, to the
      provisions of the GCL, this Certificate of Incorporation, and any By-laws
      adopted by the stockholders; provided, however, that no By-laws hereafter
      adopted by the stockholders shall invalidate any prior act of the
      directors which would have been valid if such By-laws had not been
      adopted.
 
      TENTH:
 
      1. Stockholder Meetings; Keeping of Books and Records. Any action required
or permitted to be taken by the stockholders of the Corporation must be effected
at a duly called annual or special meeting of such holders and may not be
effected by any consent in writing by such holders. Meetings of stockholders may
be held within or outside the State of Delaware as the By-laws may provide. The
books of the Corporation may be kept (subject to any provision contained in the
GCL) 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 By-laws of the
Corporation.
 
      2. Special Stockholders Meetings. Except as otherwise required by law,
special meetings of stockholders of the Corporation may be called only by:
 
      (i)   the Chairman of the Board of Directors of the Corporation;
 
      (ii)  the Board of Directors pursuant to a resolution approved by the
            Board of Directors; or
 
      (iii) the Board of Directors upon a request by holders of at least 50% in
            voting power of all outstanding shares entitled to vote at such
            meeting.
 
      3. No Written Ballot. Elections of directors need not be by written ballot
unless the By-laws of the Corporation shall so provide.
 
      4. Quorum at Stockholder Meetings. The holders of one-third in voting
power of the capital stock issued and outstanding and entitled to vote thereat,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders for the transaction of business, except that the
holders of a majority in voting power of the capital stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall be required to constitute a quorum for:
 
      (i)   a vote for any director in a contested election;
 
      (ii)  the removal of a director; or
 
 
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      (iii) the filling of a vacancy on the Board of Directors by the
            stockholders of the Corporation.
 
      ELEVENTH: The Corporation reserves the right to repeal, alter, change or
amend any provision contained in this 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. No repeal,
alteration or amendment of this Certificate of Incorporation shall be made
unless the same is first approved by the Board of Directors of the Corporation
pursuant to a resolution adopted by the directors then in office in accordance
with the By-laws and applicable law and thereafter approved by the stockholders.
 
      TWELTH:  The Corporation is subject to Section 203 of the GCL.
 
 
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      IN WITNESS WHEREOF, the undersigned has executed this Second Amended and
Restated Certificate of Incorporation this ____ day of February, 2005, and
hereby acknowledges that this Second Amended and Restated Certificate of
Incorporation is the act and deed of the Corporation and that the facts stated
herein are true.
 
                                    CITI TRENDS, INC.
 
 
 
                                    By  ________________________________
                                         Name:
                                         Title:
ATTEST:
 
________________________
 
 
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[As Filed: 2005-02-28]