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Exhibit 3.1

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

MONEYGRAM INTERNATIONAL, INC.

1. The name of the corporation (which is hereinafter referred to as the Corporation) is "MoneyGram International, Inc."

2. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 18, 2003.

3. A Certificate of Amendment to the Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 28, 2004.

4. This Amended and Restated Certificate of Incorporation has been duly proposed by resolutions adopted and declared advisable by the Board of

Directors of the Corporation, duly adopted by written consent of the sole stockholder of the Corporation in lieu of a meeting and vote and duly executed and

acknowledged by the officers of the Corporation in accordance with the provisions of Sections 103, 228, 242 and 245 of the General Corporation Law of the

State of Delaware and, upon filing with the Secretary of State in accordance with Section 103 of the General Corporation Law of the State of Delaware shall

thenceforth supercede the original Certificate of Incorporation and shall, as it may thereafter be amended in accordance with its terms and applicable law, be

the Certificate of Incorporation of the Corporation.

5. The text of the Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

Article I

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

MoneyGram International, Inc.

Article II

The address of the Corporation's registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street in the City of Wilmington,

County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company.

Article III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the

General Corporation Law of the State of Delaware (the "GCL").