Exhibit 3.1


             AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                     OF
                              ADA-ES, INC.
FIRST:  The name of the corporation is ADA-ES, Inc.

SECOND:  The corporation shall have and may exercise all of the rights,
powers and privileges now or hereafter conferred upon corporations
organized under the laws of Colorado.  In addition, the corporation may
do everything necessary, suitable or proper for the accomplishment of
any of its corporate purposes.  The corporation may conduct part or all
of its business in any part of Colorado, the United States or the world
and may hold, purchase, mortgage, lease and convey real and personal
property in any of such places.

THIRD:
(a) The aggregate number of shares which the corporation shall have
authority to issue is 100,000,000, consisting of 50,000,000 shares
of common stock and 50,000,000 shares of preferred stock.  The
shares of common stock shall have unlimited voting power, subject to
the voting rights of the shares of preferred stock as established by
the Board of Directors of the corporation in accordance with these
Articles of Incorporation and the Colorado Business Corporation Act.
The shares of common stock shall have the right to receive the net
assets of the corporation upon dissolution, subject to the rights of
the shares of preferred stock as established by the Board of
Directors of the corporation in accordance with these Articles of
Incorporation and the Colorado Business Corporation Act.  The Board
of Directors of the corporation shall have the authority to divide
the class of preferred shares into series and to fix and determine
the relative rights, preferences and limitations of the preferred
shares of any such series to the full extent permitted by the
Colorado Business Corporation Act.

(b) Each shareholder of common stock of record shall have one vote
for each share of common stock standing in his name on the books of
the corporation and entitled to vote, except that in the election of
directors each shareholder of common stock shall have as many votes
for each share held by him as there are directors to be elected and
for whose election the shareholder has a right to vote.  Cumulative
voting shall not be permitted in the election of directors or
otherwise.

(c) Unless otherwise ordered by a court of competent jurisdiction,
at all meetings of shareholders one-third of the shares of a voting
group entitled to vote at such meeting, represented in person or by
proxy, shall constitute a quorum of that voting group.

FOURTH:  The number of directors of the corporation shall be fixed by
the bylaws, or if the bylaws fail to fix such a number, then by
resolution adopted from time to time by the board of directors.

FIFTH:  The street address of the registered office of the corporation
is 8100 SouthPark Way, Unit B, Littleton, Colorado 80120.  The name of
the registered agent of the corporation at such address is Mark
McKinnies.

SIXTH:  The following provisions are inserted for the management of the
business and for the conduct of the affairs of the corporation, and the
same are in furtherance of and not in limitation or exclusion of the
powers conferred by laws.

(a) Conflicting Interest Transactions.  As used in this paragraph,
"conflicting interest transaction" means any of the following:  (i)
a loan or other assistance by the corporation to a director of the
corporation or to an entity in which a director of the corporation
is a director or officer or has a financial interest; (ii) a
guaranty by the corporation of an obligation of a director of the
corporation or of an obligation of an entity in which a director of
the corporation is a director or officer or has a financial
interest; or (iii) a contract or transaction between the corporation
and a director of the corporation or between the corporation and an
entity in which a director of the corporation is a director or
officer or has a financial interest.  To the full extent permitted
by Colorado law, no conflicting interest transaction shall be void
or voidable, be enjoined, be set aside, or give rise to an award of
damages or other sanctions in a proceeding by a shareholder or by or
in the right of the corporation, solely because the conflicting
interest transaction involves a director of the corporation or an
entity in which a director of the corporation is a director or
officer or has a financial interest, or solely because the director
is present at or participates in the meeting of the corporation's
board of directors or of the committee of the board of directors
which authorizes, approves or ratifies a conflicting interest
transaction, or solely because the director's vote is counted for
such purpose if: (A) the material facts as to the director's
relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the board of directors or
the committee, and the board of directors or committee in good faith
authorizes, approves or ratifies the conflicting interest
transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors are
less than a quorum; or (B) the material facts as to the director's
relationship or interest and as to the conflicting interest
transaction are disclosed or are known to the shareholders entitled
to vote thereon, and the conflicting interest transaction is
specifically authorized, approved or ratified in good faith by a
vote of the shareholders; or (C) a conflicting interest transaction
is fair as to the corporation as of the time it is authorized,
approved or ratified in good faith by a vote of the shareholders; or
(D) a conflicting interest transaction is fair as to the corporation
as of the time it is authorized, approved or ratified by the board
of directors, a committee thereof, or the shareholders.  Common or
interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or of a committee,
which authorizes, approves, or ratifies the conflicting interest
transaction.

(b) Indemnification.  The corporation shall indemnify, to the
maximum extent permitted by Colorado law, any person who is or was a
director, officer, agent, fiduciary or employee of the corporation
against any claim, liability or expense arising against or incurred
by such person made party to a proceeding because he is or was a
director, officer, agent, fiduciary or employee of the corporation
or because he is or was serving another entity or employee benefit
plan as a director, officer, partner, trustee, employee, fiduciary
or agent at the corporation's request.  The corporation shall
further have the authority to the maximum extent permitted by
Colorado law to purchase and maintain insurance providing such
indemnification.

(c) Limitation on Director's Liability.  No director of this
corporation shall have any personal liability for monetary damages
to the corporation or its shareholders for breach of his fiduciary
duty as a director, except that this provision shall not eliminate
or limit the personal liability of a director to the corporation or
its shareholders for monetary damages for any breach, act, omission
or transaction as to which the Colorado Business Corporation Act (as
in effect from time to time) prohibits expressly the elimination or
limitation of liability.  Nothing contained herein will be construed
to deprive any director of his right to all defenses ordinarily
available to a director nor will anything herein be construed to
deprive any director of any right he may have for contribution from
any other director or other person.

SEVENTH:  Address of Principal Office:  The address of the principal
office of the corporation is 8100 SouthPark Way, B-2, Littleton,
Colorado 80120.