Exhibit 3.1


                            SECOND AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                     AFFILIATED NEWSPAPERS INVESTMENTS, INC.



      Affiliated Newspapers Investments, Inc. (the "Corporation"), a corporation
organized and existing under and by virtue of the General Corporation Law of the
State of Delaware, hereby certifies as follows:

      1.    The name of  the Corporation is Affiliated  Newspapers  Investments,
            Inc. and it was originally  incorporated  under the name  Affiliated
            Newspapers  Investments,  Inc.  and it was  originally  incorporated
            under  the  name  Affiliated   Newspapers   Investments,   Inc.  The
            Certificate of Incorporation  was filed on January 25, 1994 with the
            secretary of State of the State of Delaware.

      2.    The Board of  Directors  of the  Corporation  by  unanimous  written
            consent  dated June 16, 1999 duly approved  resolutions  declaring a
            Second  Amended and Restated  Certificate  of  Incorporation  of the
            Corporation  to be advisable and submitting the same for approval by
            the  Stockholders  of  the  Corporation,  such  Second  Amended  and
            Restated Certificate of Incorporation to read as follows:

      FIRST: The name of the Corporation is: MediaNews Group, Inc. (hereinafter,
the "Corporation").

      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  19805,  in the  county  of New  Castle,  and  the  name of the
registered  agent of the Corporation in the State of Delaware at such address is
Corporation Service Company.

      THIRD:  The nature of the business and of the purpose to be conducted  and
promoted by the Corporation shall be to conduct any lawful business,  to promote
any  lawful  purpose,  and 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 capital stock which the corporation
shall have  authority to issue is Three  Million  (3,000,000)  shares of Class A
Common Stock,  with a par value of One-Thousandth of a Dollar ($0.001) per share
(the "Common Stock").

                                  COMMON STOCK
                                  ------------

      VOTING RIGHTS GENERALLY.  Except as otherwise provided by law, the holders
of the Corporation's Common Stock shall have the exclusive right to vote for the
election of Directors and for all other purposes.




      VOTING FOR ELECTION OF DIRECTORS. In connection with all such matters, the
number of votes to which  each  shareholder  shall be  entitled  shall be as set
forth in the Eighth Article of this  Certificate.  No election of directors need
be by written ballot.

      REMOVAL OF DIRECTORS  FOR CAUSE.  A Director may be removed for cause by a
vote of the  majority  of the  outstanding  shares of the  Corporation's  Common
Stock.  The  cumulative   voting  provisions  of  the  Eighth  Article  of  this
Certificate  shall not apply to a vote for removal of a Director for cause,  and
each  holder of the Common  Stock  shall be  entitled to one vote for each share
held.

      DIVIDENDS. The holders of Common Stock shall be entitled to receive, when,
as and if declared by the Board of  Directors,  out of funds  legally  available
therefor,  dividends payable in cash, stock or otherwise. In connection with all
such  dividends,  each  share  of  Common  Stock  shall  have  equal  rights  of
participation, in all respects.

      OTHER  DISTRIBUTIONS.  Upon any liquidation,  dissolution or winding up of
the Corporation,  whether voluntary or involuntary,  the remaining net assets of
the Corporation shall be distributed pro rata to the holders of the Common Stock
and each share of Common Stock shall have equal rights of participation,  in all
respects.

      ACTION WITHOUT  MEETING.  Whenever the vote of  stockholders  at a meeting
thereof is  required  or  permitted  to be taken for or in  connection  with any
corporate action, the meeting and vote of stockholders may be dispensed with and
such action may be taken with the  written  consent of  stockholders  having not
less  than the  minimum  percentage  of the vote  required  by  statute  for the
proposed  corporate  action,  provided  that prompt notice shall be given to all
stockholders  of the taking of  corporate  action  without a meeting and by less
than unanimous consent.

      FIFTH: The Corporation is to have perpetual existence.

      SIXTH:  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 its directors and of its  stockholders or
any class thereof, as the case may be, it is further provided:

      l. 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 such even number of
directors as shall be fixed from time to time 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. The  power to adopt,  amend,  or repeal  the  By-Laws  and to adopt new
By-Laws may be exercised by the unanimous  vote of all directors then serving on
the Board of Directors,  or by the  affirmative  vote of the holders of at least
three-fourths of the shares of the Corporations Common Stock.




      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
Certificate  of  Incorporation  shall entitle the holder thereof to the right to
vote at any meeting of stockholders except as the provisions of paragraph (b)(2)
of Section 242 of the  General  Corporation  Law of the State of Delaware  shall
otherwise require;  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.

      SEVENTH: 1. PERSONAL LIABILITY OF DIRECTORS. A director of the Corporation
shall  not be  personally  liable to the  Corporation  or its  stockholders  for
monetary  damages  for  breach  of  fiduciary  duty as a  director,  except  for
liability:

      (a) For any breach of the director's duty of loyalty to the Corporation or
its stockholders;

      (b) For acts or omissions not in good faith or which  involve  intentional
misconduct or a knowing violation of law;

      (c)  Under  Section  174 of the  General  Corporation  Law of the State of
Delaware; or

      (d) For any  transaction  from  which the  director  derived  an  improper
personal benefit.

      2. RIGHT TO INDEMNIFICATION.  Each person who was or is made a party or is
threatened  to be  made a  party  to or is  involved  in  any  action,  suit  or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"),  by reason of the fact that he or she, or a person
of whom he or she is the legal representative,  is or was a director or officer,
of the  Corporation or is or was serving at the request of the  Corporation as a
director, officer, employee or agent of another Corporation or of a partnership,
joint  venture,  trust or other  enterprise,  including  service with respect to
employee  benefit plans,  whether the basis of such proceeding is alleged action
in an  official  capacity as a  director,  officer,  employee or agent or in any
other capacity while serving as a director, officer, employee or agent, shall be
indemnified  and  held  harmless  by  the  Corporation  to  the  fullest  extent
authorized by the General Corporation Law of the State of Delaware,  as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment  permits the  Corporation  to provide  broader
indemnification  rights than said law permitted the Corporation to provide prior
to  such  amendment),   against  all  expense,  liability  and  loss  (including
attorneys' fees,  judgments,  fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith,  and such indemnification shall continue as to a person
who has ceased to be a director,  officer,  employee or agent and shall inure to
the  benefit  of his or  her  heirs,  executors  and  administrators;  provided,
however,  that except as provided in the  following  section  hereof,  "Right of
Claimant to Bring Suit," the Corporation shall indemnify any such person seeking
indemnification  in connection with a proceeding (or part thereof)  initiated by
such person only if such  proceeding  (or part  thereof) was  authorized  by the
Board of Directors of the Corporation. The right to indemnification conferred in
this Article shall be a contract right and shall include the right to be paid by



the  Corporation  the expenses  incurred in  defending  any such  proceeding  in
advance  of its final  disposition,  which  indemnification  or  advancement  of
expenses  shall not require an  undertaking,  by or on behalf of the director or
officer so indemnified,  to repay all amounts so advanced if it shall ultimately
be determined  that such director or officer is not entitled to be  indemnified,
unless the General  Corporation  Law of the State of Delaware shall be construed
to so require. The Corporation may, by action of its Board of Directors, provide
indemnification  to employees and agents of the Corporation  with the same scope
and effect as the foregoing indemnification of directors and officers.

      3.  RIGHT OF  CLAIMANT  TO BRING  SUIT.  If a claim  under  the  preceding
section,  "Right  to  Indemnification,"  is not paid in full by the  Corporation
within thirty days after a written  claim has been received 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 the required  undertaking,  if any is required,  has
been tendered to the Corporation) that the claimant has not met the standards of
conduct which make it permissible under the Delaware General Corporation Law for
the Corporation to indemnify the claimant for the amount claimed, but the burden
of proving such defense shall be on the Corporation.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders)  to have made a  determination  prior to the  commencement of such
action  that  indemnification  of the  claimant  is proper in the  circumstances
because he or she has met the  applicable  standard  of conduct set forth in the
General Corporation Law of the State of Delaware, nor an actual determination by
the Corporation (including its Board of Directors, independent legal counsel, or
its  stockholders)  that the  claimant has not met such  applicable  standard of
conduct,  shall be a defense  to the  action or  create a  presumption  that the
claimant has not met the applicable standard of conduct.

      4. NON-EXCLUSIVITY OF RIGHTS. The right of indemnification and the payment
of  expenses  incurred  in  defending  a  proceeding  in  advance  of its  final
disposition  conferred in this Article shall not be exclusive of any other right
which any person may have or hereafter  acquire under any statute,  provision of
the Certificate of  Incorporation,  By-Law,  agreement,  vote of stockholders or
disinterested directors or otherwise.

      5. INSURANCE.  The Corporation may maintain insurance,  at its expense, to
protect itself and any director,  officer,  employee or agent of the Corporation
or another corporation,  partnership,  joint venture,  trust or other enterprise
against any such  expense,  liability  or loss,  whether or not the  Corporation
would have the power to indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of Delaware.

      EIGHTH:  At all elections of directors of the Corporation,  each holder of
stock entitled to vote in the election of directors shall be entitled to as many
votes as shall equal the number of votes which (except for this  provision as to
cumulative  voting) he would be entitled to cast for the  election of  directors
with respect to his shares of stock  multiplied by the number of directors to be
elected by him,  and he may cast all of such votes for a single  director or may
distribute them among the number to be voted for, or for any two or more of them
as he may see fit.




      NINTH:  From time to time any of the  provisions  of this  Certificate  of
Incorporation  may  be  amended,  altered  or  repealed,  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 NINTH.

      TENTH:  Prior to an initial  public  offering of shares of Common Stock, a
shareholder  will not be permitted to transfer  shares of Common Stock,  and the
Corporation  and its  Transfer  Agent,  if  applicable,  will not be required to
register any transfer of shares of Common Stock if, in the opinion of counsel to
the  Corporation,  as a result of such transfer and the  subsequent  transfer of
other  shares  of  Common  Stock to 100  persons  not then  stockholders  of the
Corporation, the Corporation will be required to register the Common Stock under
the federal  Securities  Exchange  Act of 1934,  as  amended,  and the rules and
regulations promulgated thereunder.

      The foregoing Second Amended and Restated Certificate of Incorporation has
been duly adopted and approved by the Board of Directors and the stockholders of
the  Corporation  entitled to vote thereon in accordance  with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware

      IN WITNESS  WHEREOF,  the undersigned has executed this Second Amended and
Restated Certificate of Incorporation this 16th day of June 1999.


                                        /s/ JOSEPH J. LODOVIC, IV
                                    --------------------------------------------
                                       Joseph J. Lodovic, IV
                                       Executive Vice President and
                                       Chief Financial Officer

ATTEST:


/s/ HOWELL E. BEGLE, JR.
- ---------------------------------
Howell E. Begle, Jr.
Assistant Secretary

(SEAL)