Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                            APOLLO GNC HOLDING, INC.

                  FIRST: The name of the Corporation is Apollo GNC Holdings,
Inc.(hereinafter the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street, in the City of
Wilmington, County of New Castle. The name of its registered agent at that
address is The Corporation Trust Company.

                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 1,000 shares of Common Stock, each
having a par value of one penny ($0.01).

                  FIFTH: The name and mailing address of the Sole Incorporator
is as follows:



     Name                                                  Address
     ----                                                  -------
                                                        
Lynn T. Buckley                                            P.O. Box 636
                                                           Wilmington, DE  19899


                  SIXTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

                  (1) The business and affairs of the Corporation shall be
         managed by or under the direction of the Board of Directors.



                  (2) The directors shall have concurrent power with the
         stockholders to make, alter, amend, change, add to or repeal the
         By-Laws of the Corporation.

                  (3) The number of directors of the Corporation shall be as
         from time to time fixed by, or in the manner provided in, the By-Laws
         of the Corporation. Election of directors need not be by written ballot
         unless the By-Laws so provide.

                  (4) No director shall be personally liable to the Corporation
         or any of 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 which involve
         intentional misconduct or a knowing violation of law, (iii) pursuant
         to Section 174 of the GCL or (iv) for any transaction from which the
         director derived an improper personal benefit. Any repeal or
         modification of this Article SIXTH by the stockholders of the
         Corporation shall not adversely affect any right or protection of a
         director of the Corporation existing at the time of such repeal or
         modification with respect to acts or omissions occur ring prior to
         such repeal or modification.

                  (5) 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.

                  SEVENTH: Meetings of stockholders may be held within or
without 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.

                  EIGHTH: The Corporation reserves the right to amend, alter,
change or repeal 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.

                  I, THE UNDERSIGNED, being the Sole Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to the GCL, do make
this Certificate, hereby declaring and certifying that this is my act and deed
and the facts herein stated are true, and accordingly have hereunto set my hand
this 16th day of October, 2003.

                                                            /s/ Lynn T. Buckley
                                                            --------------------
                                                            Lynn T. Buckley
                                                            Sole Incorporator