EXHIBIT 1


               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                                   BOLLE INC.


     BOLLE INC., a corporation organized and existing under the laws of the
State of Delaware, hereby certifies as follows:

     1. The name of the corporation is BOLLE INC., and the name under which the
corporation was originally incorporated is BOLLE, INC. The date of the filing
of its original Certificate of Incorporation with the Secretary of State was
February 3, 1997.

     2. This Amended and Restated Certificate of Incorporation restates and
integrates and further amends the Certificate of Incorporation of this
corporation by increasing the total number of shares of stock which the
Corporation shall have authority to issue to 30,000,000 shares of common stock,
having a par value of $.01 per share and 200,000 shares of preferred stock
having a par value of $.01 per share.

     3. The text of the Certificate of Incorporation as amended or supplemented
heretofore is further amended hereby to read as herein set forth in full:


          FIRST: The name of the Corporation (hereinafter referred to as the
     "Corporation") is

                                   BOLLE INC.

          SECOND: The address, including street, number, city and county, of
     the registered office of the Corporation in the State of Delaware is 1013
     Centre Road, Wilmington, Delaware 19805, County of New Castle, and the
     name of the registered agent of the Corporation in the State of Delaware
     is Corporation Service 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.

          FOURTH: The total number of shares of stock which the Corporation
     shall have authority to issue is 30,000,000 shares of common stock, having
     a par value of $.01 per share and 200,000 shares of preferred stock having
     a par value of $.01 per share. To the extent not otherwise provided for
     by, and not inconsistent with, this Certificate of Incorporation, there is
     hereby expressly vested in the Board of Directors the authority to fix in
     the resolution or resolutions providing for the issue of each series of
     such 





     preferred stock, the voting power and the designations, preferences
     and relative, participating, operational or other rights of each such
     series, and the qualifications, limitations or restrictions thereof.
     Shares of preferred stock may be issued from time to time in one or more
     series as may from time to time be determined by the Board of Directors,
     each such series to be distinctly designated.

          a. Series A Preferred Stock. There shall be created a series of
     preferred stock of the Corporation, which shall be designated "Series A
     Preferred Stock" and shall consist of Sixty Four Thousand One Hundred
     Twenty (64,120) shares, and have the powers, designations, preferences and
     relative, participating, and other rights of the shares of such series,
     and the qualifications, limitations and restrictions thereof, as set forth
     below:

               Section 1. Dividends. The holders of the Series A Preferred
          Stock shall not be entitled to dividends.

               Section 2. Rights on Liquidation. In the event of any voluntary
          or involuntary liquidation, dissolution or winding up of the
          Corporation (any such event being hereinafter referred to as a
          "Liquidation"), before any distribution of assets of the Corporation
          shall be made to or set apart for the holders of Common Stock, the
          holders of Series A Preferred Stock shall be entitled to receive
          payment out of such assets of the Corporation in an amount equal to
          the greater of (i) One Thousand French Francs (FF1,000) per share of
          Series A Preferred Stock or (ii) the French Franc equivalent of US
          $172.41 per share of Series A Preferred Stock (such greater amount
          being referred to as the "Liquidation Preference" for the Series A
          Preferred Stock). If the assets of the Corporation available for
          distribution to the holders of the Series A Preferred Stock shall not
          be sufficient to make in full the payment herein required, such
          assets shall be distributed pro-rata among the holders of Series A
          Preferred Stock based on the aggregate Liquidation Preference of the
          shares of Series A Preferred Stock held by each such holder. If the
          assets of the Corporation available for distribution to the holders
          of Series A Preferred Stock shall exceed the distribution required to
          be made to the holders of Series A Preferred Stock as herein
          described, such excess assets shall be distributed pro-rata among the
          holders of Common Stock and the holders of Series A Preferred Stock
          shall not participate in any such excess distribution in their
          capacity as holders of Series A Preferred Stock.

               Section 3. Conversion. The holders of any share of Series A
          Preferred Stock shall not have the 


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          right to convert any such shares into shares of Common Stock of the 
          Corporation.

               Section 4. Redemption.

               (a) Optional Redemption. Following notice pursuant to Section
          4(c) hereof given to all holders of Series A Preferred Stock during
          the period that shares of Series A Preferred Stock are outstanding
          (the "Redemption Period"), the Corporation may at the option of the
          Board of Directors of the Corporation, redeem, out of funds legally
          available therefor, in whole or in part the shares of Series A
          Preferred Stock. The Corporation shall effect any such redemption by
          paying in cash for each such share to be redeemed an amount equal to
          the Liquidation Preference, per share, on such shares being redeemed
          on the Redemption Date (as hereinafter defined) (such per share
          amount is hereinafter referred to as the "Redemption Amount").

               (b) Mandatory Redemption. (i) Subject to the terms of the Senior
          Indebtedness (as defined below), on the third anniversary date from
          the issuance of the Series A Preferred Stock, the Corporation shall
          redeem, out of funds legally available therefor, all of the shares of
          the Series A Preferred Stock (if not previously redeemed) at the
          Redemption Amount per share pursuant to the terms of this Section 4
          following notice pursuant to Section 4(c) hereof given to all holders
          of Series A Preferred Stock.

               (ii) Notwithstanding anything to the contrary contained herein,
          in the event that the Corporation's EBITDA (as defined below) exceeds
          US$18,400,000 for the year ended December 31, 1998 and Bollee Inc.
          will be in compliance with the terms of Bolle Inc.'s senior
          indebtedness pursuant to the terms of the credit agreement among the
          Corporation, the lenders executing a signature thereto and
          NationsBank, National Association, as Agent, entered into in
          connection with the Corporation becoming a separate public company as
          a result of a spinoff by BEC Group, Inc., as may be amended from time
          to time (the "Senior Indebtedness") after taking into account the
          redemption pursuant to the terms of this Section 4(b)(ii), to the
          extent that Bolle Inc. will have at least US$2,000,000 available to
          borrow pursuant to the terms of the Senior Indebtedness after taking
          into account such redemption, the Corporation shall redeem, out of
          funds legally available therefor, the shares of the Series A
          Preferred Stock (if not previously redeemed) at the Redemption Amount
          per share pursuant to the terms of this Section 4 herein following
          notice given within ten days after the Determination Date (as defined
          below) in respect of the year ended 

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          December 31, 1998 pursuant to Section 4(c) hereof given to all
          holders of Series A Preferred Stock. The determination of EBITDA 
          required to be made under this Section 4, shall be made by the 
          Corporation within ninety days following the Corporation's year end 
          (the "Determination Date").

               (iii) Notwithstanding anything to the contrary contained herein,
          in the event that the Corporation's EBITDA exceeds US$24,700,000 for
          the year ended December 31, 1999 Bolle Inc. will be in compliance
          with the terms of the Senior Indebtedness after taking into account
          the redemption pursuant to the terms of this Section 4(b)(iii), to
          the extent that Bolle Inc. will have at least US$2,000,000 available
          to borrow pursuant to the terms of the Senior Indebtedness after
          taking into account such redemption, the Corporation shall redeem,
          out of funds legally available therefor, the shares of the Series A
          Preferred Stock (if not previously redeemed) at the Redemption Amount
          per share pursuant to the terms of this Section 4 herein following
          notice given within ten days after the Determination Date in respect
          of year ended December 31, 1999 pursuant to Section 4(c) hereof given
          to all holders of Series A Preferred Stock.

               (iv) For purposes of this Section 4, "EBITDA" means, with
          respect to the Corporation and its subsidiaries for any period of
          computation thereof, the sum of, without duplication, (i)
          consolidated net income, (ii) consolidated interest expense, (iii)
          taxes on income, (iv) amortization, and (v) depreciation, all
          determined on a consolidated basis in accordance with generally
          accepted accounting principles on a consistent basis.

               (c) Redemption Procedures. In the event of any redemption
          pursuant hereto, the Corporation shall effect such redemption as
          described below. During the Redemption Period, and at least 10 days
          prior to the date fixed for any redemption of Series A Preferred
          Stock pursuant to Section 4(a) or 4(b) above (the "Redemption Date"),
          written notice shall be sent to each holder of record of Series A
          Preferred Stock to be redeemed, notifying such holder of the
          redemption to be effected, specifying the Redemption Date, the
          Redemption Amount, the place at which payment may be obtained and
          calling upon such holder to surrender to the Corporation, in the
          manner and at the place designated, his certificate or certificates
          representing the shares to be redeemed (the "Redemption Notice"). On
          or after the Redemption Date, each holder of Series A Preferred Stock
          to be redeemed shall surrender to the Corporation the certificate or
          certificates representing such

                                      -4-


          shares, in the manner and at the place designated in the 
          Redemption Notice, and thereupon the Redemption Amount of such shares 
          shall be payable to the order of the person whose name appears on 
          such certificate or certificates as the owner thereof and each 
          surrendered certificate shall be cancelled. In the event less than 
          all the shares represented by any such certificate are redeemed, a 
          new certificate shall be issued representing the unredeemed shares.

               (d) Status of Redeemed or Purchased Shares. Any shares of the
          Series A Preferred Stock at any time purchased, redeemed or otherwise
          acquired by the Corporation shall not be reissued and shall be
          retired.

               (e) Sale of Business. In the event that the Corporation does not
          give notice on or before the third anniversary date from the issuance
          of the Series A Preferred Stock, that it will redeem the Series A
          Preferred Stock in full pursuant to the provisions of Section 4(c)
          hereof, the holders of more than 90% of the Series A Preferred Stock
          shall have the right, until the Series A Preferred Stock has been
          redeemed, (i) subject to the terms and provisions of the agreements
          entered into in connection with the Senior Indebtedness, to appoint a
          majority of the members of the Board of Directors of the Corporation,
          so long as the Corporation is privately or closely held, and (ii)
          subject to the terms and provisions of the agreements entered into in
          connection with the Senior Indebtedness, to cause the Corporation to
          use commercially reasonable efforts to either obtain cash in order to
          redeem in full the Series A Preferred Stock or to effect a
          commercially reasonable sale of the Corporation's assets or the
          merger, consolidation or other reorganization of the Corporation as
          soon as reasonably practicable thereafter.

               SECTION 5. Voting Rights. Subject to the provisions of Section
          4(c)(i) hereof, the holders of the Series A Preferred Stock shall not
          be entitled to vote except as to matters in respect of which they
          shall at the time be indefeasibly vested by statute with such right.

               SECTION 6. Protective Provisions. So long as any shares of
          Series A Preferred Stock are outstanding, the Corporation shall not,
          without first obtaining the approval (by vote or written consent, as
          provided by law) of the holders of at least 90% of the then
          outstanding shares of Series A Preferred Stock:

                    (i) alter or change the rights, preferences or privileges
          of the shares of Series A 

                                      -5-



          Preferred Stock so as to affect adversely the shares of such
          series; and

                    (ii) the Corporation shall not issue any class or series of
          Preferred Stock that ranks Senior to or pari passu with the Series A
          Preferred Stock with respect to dividend, redemption or liquidation
          rights.

               SECTION 7. TRANSFERABILITY. The holders of shares of the Series
          A Preferred Stock are entitled to transfer shares of the Series A
          Preferred Stock to any of the other holders of shares of Series A
          Preferred Stock, subject to strict compliance with all applicable
          laws.

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

                       Name                    Mailing Address
                       ----                    ---------------
                 Peter H. Trembath             c/o BEC Group, Inc.
                                               1601 Valley View Lane
                                               Dallas, TX 75234


          SIXTH: The Corporation is to have perpetual existence.

          SEVENTH: Whenever a compromise or arrangement is proposed between
     this Corporation and its creditors or any class of them and/or between
     this Corporation and its stockholders or any class of them, any court of
     equitable jurisdiction within the State of Delaware may, on the
     application in a summary way of this Corporation or of any creditor or
     stockholder thereof or on the application of any receiver or receivers
     appointed for this Corporation under the provisions of Section 291 of
     Title 8 of the Delaware Code or on the application of trustees in
     dissolution or of any receiver or receivers appointed for this Corporation
     under Section 279 of Title 8 of the Delaware Code order a meeting of the
     creditors or class of creditors, and/or of the stockholders or class of
     stockholders of this Corporation, as the case may be, to be summoned in
     such manner as the said court directs. If a majority in number
     representing three-fourths in value of the creditors or class of
     creditors, and/or the stockholders or class of stockholders of this
     Corporation, as the case may be, agree to any compromise or arrangement
     and to any reorganization of this Corporation as consequence of such
     compromise or arrangement, the said compromise or arrangement and the said
     reorganization shall, if sanctioned by the court to which the said
     application has been made, be binding on all the creditors or class of
     creditors, and/or on all the stockholders or class of stockholders of this
     Corporation, as the case may be, and also on this Corporation.


                                      -6-


          EIGHTH: 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 management of the business and the conduct of the
               affairs of the Corporation shall be vested in its Board of
               Directors. The number of directors which shall constitute the
               whole Board of Directors shall be fixed by, or in the manner
               provided in, the By-laws. The phrase "whole Board" and the
               phrase "total number of directors" shall be deemed to have the
               same meaning to wit, the total number of directors which the
               Corporation would have if there were no vacancies.

                    2. After the original or other By-laws of the Corporation
               have been adopted, amended, or repealed, as the case may be, in
               accordance with the provisions of Section 109 of the General
               Corporation Law of the State of Delaware, and, after the
               Corporation has received any payment for any of its stock, the
               power to adopt, amend, or repeal the By-laws of the Corporation
               may be exercised by the Board of Directors of the Corporation;
               provided, however, that any provision for the classification of
               directors of the Corporation for staggered terms pursuant to the
               provisions of subsection (d) of Section 141 of the General
               Corporation Law of the State of Delaware shall be set forth in
               the initial By-laws or in by-laws adopted by the stockholders
               entitled to vote of the Corporation unless provisions for such
               classification shall be set forth in this Certificate of
               Incorporation.

                    3. Whenever the Corporation shall be authorized to issue
               only one class of stock, each outstanding share shall entitle
               the holder thereof to notice of, and the right to vote at, any
               meeting of stockholders. Whenever the Corporation shall be
               authorized to issue more than one class of stock, no outstanding
               share of any class of stock which is denied voting power under
               the provisions of the certificates of incorporation shall
               entitle the holder thereof to the right to vote at any meeting
               of the stockholders except as the provisions of paragraph (2) of
               the subsection (b) of (section) 242 of the General Corporation
               Law of the State of Delaware shall otherwise require; 

                                      -7-


               provided, that no share of any such class which is otherwise 
               denied voting power shall entitle the holder thereof
               to vote upon the increase or decrease in the number of
               authorized shares of said class.

                    4. Elections of directors need not be by written ballot.

          NINTH: The personal liability of the directors of the Corporation is
     hereby eliminated to the fullest extent permitted by paragraph (7) of
     subsection (b) of Section 102 of the General Corporation Law of the State
     of Delaware, as the same may be amended and supplemented.

          TENTH: (a) The Corporation shall, to the fullest extent permitted by
     the General Corporation Law, as the same may be amended and supplemented,
     indemnify any and all persons whom it shall have the power to indemnify
     under the General Corporation Law from and against any and all of the
     expenses, liabilities or other matters referred to in or covered by the
     General Corporation Law, and the indemnification provided for herein shall
     not be deemed exclusive of any other rights to which those indemnified may
     be entitled under any By-law, agreement, vote of stockholders or
     disinterested directors or otherwise, both as to action in his official
     capacity and as to action in another capacity while holding such office,
     and shall continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit of the heirs,
     executors and administrators of such a person.

            (b) Expenses incurred in defending a civil or criminal action, suit
     or proceeding shall (in the case of any action, suit or proceeding against
     a director of the Corporation) or may (in the case of any action, suit or
     proceeding against an officer, trustee, employee or agent) be paid by the
     Corporation in advance of the final disposition of such action, suit or
     proceeding as authorized by the Board upon receipt of an undertaking by or
     on behalf of the indemnified person to repay such amount if it shall
     ultimately be determined that he is not entitled to be indemnified by the
     Corporation as authorized in this Article.

           (c) No director shall be personally liable to the Corporation or any
     stockholder for monetary damages for breach of fiduciary duty as director,
     except for any matter in respect of which such director (a) shall be
     liable under Section 174 of the General Corporation Law or successor
     provisions thereto, or (b) shall be liable by reason that, in addition to
     any and all other requirements for liability, he 

                                      -8-





    (i) shall have breach his duty of loyalty to the Corporation or its 
    stockholders;

             (ii) shall not have acted in good faith or, in failing to act,
     shall not have acted in good faith;

             (iii) shall have acted in a manner involving intentional misconduct
     or a knowing violation of the law or, in failing to act, shall have acted
     in a manner involving intentional misconduct or knowing violation of the
     law; or

             (iv) shall have derived an improper personal benefit.

          ELEVENTH: The Board of Directors shall have the power to make, add
     to, delete from, alter and repeal the Corporation's By-laws.

          TWELFTH: The Corporation expressly elects not to be governed by
     Section 203 of the Delaware General Corporation Law.

          THIRTEENTH: From time to time any of the provisions of this
     Certificate of Incorporation may be amended, altered or repealed after
     authorization by the Board of Directors and the affirmative vote of the
     holders of record of a majority of all of the issued and outstanding
     shares of the Corporation entitled to vote in respect thereof, and other
     provisions authorized by the laws of the State of Delaware at the time in
     force may be added or inserted in the manner and at the time prescribed by
     said laws, and all rights at any time conferred upon the stockholders of
     the Corporation by this Certificate of Incorporation are granted subject
     to the provisions of this Article Fourteenth.

     4. This Amended and Restated Certificate of Incorporation was duly adopted
by unanimous written consent of the holders of the Corporation's common stock
and Series A Preferred Stock in accordance with the applicable provisions of
Sections 228, 242 and 245 of the General Corporation Law of the State of
Delaware.



                                      -9-



     IN WITNESS WHEREOF, said BOLLE INC. has caused this certificate to be
signed and attested by Ian G.H. Ashken, its Chief Financial Officer, this 12th
day of February, 1998.



                                     BOLLE INC.



                                     By: /s/ Ian G.H. Ashken
                                        --------------------
                                     Name: Ian G.H. Ashken
                                     Title: Chief Financial Officer