1
                                                                     EXHIBIT 3.1

                            CERTIFICATE OF AMENDMENT
                                     OF THE
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                               LPA HOLDING CORP.


         LPA Holding Corp., a corporation organized and existing under the laws
of the State of Delaware (the "Corporation"), hereby certifies as follows:

         A. The name of the Corporation is LPA Holding Corp. The corporation was
duly incorporated in the State of Delaware on April 1, 1993. The original name
of the corporation was VESTAR/LPA Investment Corp.

         B. Pursuant to Sections 228 and 242 of the General Corporation Law of
Delaware, this Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of the Corporation amends the provisions of the Amended and
Restated Certificate of Incorporation of the Corporation as follows:

         Article Fourth is hereby amended by deleting the first sentence and
substituting the following language in lieu thereof:

         "The total number of shares of all classes of stock which this
corporation shall have the authority to issue is 1,015,000, consisting of
950,000 shares of Class A Common Stock, $0.01 par value (hereinafter referred to
as "Class A Common Stock"), 20,000 shares of Class B Common Stock, $0.01 par
value (hereinafter referred to as "Class B Common Stock" and, collectively with
the Class A Common Stock, the "Common Stock") and 45,000 shares of Preferred
Stock, $0.01 par value (hereinafter referred to as the "Preferred Stock"), the
rights, preferences and limitations of which shall be determined by the Board of
Directors."

                                    * * * *



                                       1
   2
         IN WITNESS WHEREOF, the undersigned duly authorized officer of LPA
Holding Corp. has executed this Certificate of Amendment to the Certificate of
Incorporation on behalf of LPA Holding Corp. on this 13th day of December, 1999.

                                         By:
                                            ----------------------------
                                                    James R. Kahl

                                         Chief Executive Officer and President













                                       2