Exhibit  3.1

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                           OF FLEETCLEAN SYSTEMS, INC.


     Fleetclean  Systems,  Inc.  ("Corporation"),  a  corporation  formed in the
State  of  Texas  on  June  16,  1986,  hereby  adopts the following Amended and
Restated Articles of Incorporation pursuant to the provisions of Article 4.07 of
the  Texas Business Corporations Act, adopts these Amended and Restated Articles
of  Incorporation,  which  accurately copy the Articles of Incorporation and all
amendments  in  effect  to date.  The Articles of Incorporation, as restated and
amended  by  these  restated  Articles  of Incorporation are set forth below and
contain  no  other  changes  in  any  provision.

     The  number  of  shares  of  the corporation outstanding at the time of the
adoption  was  18,046,746;  and  the  number  of  shares entitled to vote on the
amendment  was  18,046,746.  The  following  amendments  and  additions  to  the
Articles  of Incorporation were adopted by the shareholders who voted 13,814,836
shares  in  favor of the adoption and 35,414 shares against the adoption, out of
18,046,746  shares  outstanding  and  entitled  to  vote  on  April  23,  2001.

                                       I.

     The  name  of  the  Corporation  is  Fleetclean  Systems,  Inc.

                                       II.

     Each  statement  made  by these Restated Articles of Incorporation has been
effected  in  conformity  with  the provisions of the Texas Business Corporation
Act.  These  Restated Articles of Incorporation and each amendment made by these
Restated  Articles  of  Incorporation  were  adopted  by the shareholders of the
corporation  on  May  31,  2001.

     The  amendment  alters  Article IV the Amended Articles of Incorporation to
reads  as  follows:

                                   ARTICLE IV

     The  total  number  of  shares  of  stock  which the Corporation shall have
authority  to  issue  is  55,000,000  consisting  of 50,000,000 shares of common
stock,  par  value  $.01  per  share  ("Common  Stock"), and 5,000,000 shares of
preferred  stock,  par  value  $.01  per  share  ("Preferred  Stock").

     Shares  of  Preferred  Stock  of the Corporation may be issued from time to
time  in one or more classes or series, each of which class or series shall have
such voting powers, full or limited, or no voting powers, and such designations,
preferences  and  relative,  participating, optional or other special rights and
such  qualifications, limitations or restrictions thereof, as shall be stated in
a  resolution  or resolutions providing for the issue of such class or series of
Preferred  Stock  as  may be adopted from time to time by the Board of Directors
prior  to  the  issuance  of any shares thereof pursuant to the authority hereby
expressly  vested  in it, all in accordance with the laws of the State of Texas.


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     The  amendment  alters Article VII the Amended Articles of Incorporation to
reads  as  follows:

                                   ARTICLE VII

     The  business  and  affairs of the Corporation shall be managed by or under
the  direction  of  the  Board  of  Directors  consisting  of  not less than one
director,  the  exact  number of directors to be determined from time to time by
resolution  adopted  by  the  Board of Directors. The number of directors may be
increased  or  decreased,  but  in  no  case  will  a  decrease in the number of
directors  shorten  the  term  of  any incumbent director. A director shall hold
office  until  his  successor is elected and qualified, subject, however, to his
prior  death,  resignation, retirement, disqualification or removal from office.
Any  vacancy  on  the Board of Directors howsoever resulting, may be filled by a
majority  of  the directors then in office, although less than a quorum, or by a
sole remaining director.  The number of directors constituting the current Board
of Directors is three and the name and address of each person who is to serve as
director  until  the next annual meeting of shareholders, or until his successor
is  elected  and  qualified  is:

Kenneth A. Phillips      Box 727, Highway 834 East .7 miles, Hardin, Texas 77561
Jay G. Phillips          Box 727, Highway 834 East .7 miles, Hardin, Texas 77561
Richard R. Royall        1331  Lamar Street #1375, Houston, Texas 77010

     The  amendment  Article  VIII  is  an  addition  to the Amended Articles of
Incorporation  and  the  full  text  of  the  provision  added reads as follows:

                                  ARTICLE VIII

     Any  action  required by the Texas Business Corporation Act, as amended, to
be taken at any annual or special meeting of shareholders of the Corporation, or
any  action  which may be taken at any annual or special meeting of shareholders
of  the  Corporation,  may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so
taken,  shall  be signed by the holder or holders of shares having not less than
the  minimum  number  of  votes that would be necessary to take such action at a
meeting  at  which the holders of all shares entitled to vote on the action were
present  and  voted.

     Special  meetings of the stockholders of the Corporation for any purpose or
purposes may only be called at any time by the Board of Directors or a committee
thereof,  the  Chairman  of the Board, the President, or by shareholders holding
not  less  than  50%  of  the votes entitled to the vote at the special meeting.

     The  amendment  alters  Article  X the Amended Articles of Incorporation to
reads  as  follows:

                                    ARTICLE X


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     Cumulative  voting  shall not be permitted.  Preemptive rights shall not be
permitted.

     The  amendment  Article  XI  is  an  addition  to  the  Amended Articles of
Incorporation  and  the  full  text  of  the  provision  added reads as follows:

                                   ARTICLE XI

     No  director  of  the  Corporation  shall  be  personally  liable  to  the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty  by  such director as a director. Notwithstanding the foregoing sentence, a
director  shall  be  liable to the extent provided by applicable law (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 2.41 of the
Texas  Business  Corporation  Act,  or  (iv) for any transaction from which such
director  derived  an  improper  personal benefit.  No amendment to or repeal of
this  Article  XI  shall apply to or have any effect on the liability or alleged
liability  of any director of the Corporation for or with respect to any acts or
omissions  of  such  director  occurring prior to such amendment or repeal.  The
Corporation shall indemnify all current and former directors and officers of the
Corporation  to  the  fullest  extent  of the applicable law, including, without
limitation,  Article  2.02-1  of  the  Texas  Business  Corporation  Act.

                                      III.

     The  Articles  of  Incorporation and all amendments and supplements to them
are  superseded by the following Amended and Restated Articles of Incorporation,
which  accurately copy the entire text as well as incorporate the amendments set
forth  above:

                                    ARTICLE I

     The  name  of  the  Corporation  is  Fleetclean  Systems,  Inc.

                                   ARTICLE II

     The  period  of  duration  of  the  Corporation  is  perpetual.

                                   ARTICLE III

     The  purpose  of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the Texas Business Corporation Act
including  but  not  limited to operating and managing a sales business, owning,
buying  and  selling  real  and  personal  property, and conducting all business
reasonably  associated  therewith.

                                   ARTICLE IV

     The  total  number  of  shares  of  stock  which the Corporation shall have
authority  to  issue  is  55,000,000  consisting  of 50,000,000 shares of common
stock,  par  value  $.01  per  share  ("Common  Stock"), and 5,000,000 shares of
preferred  stock,  par  value  $.01  per  share  ("Preferred  Stock").


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     Shares  of  Preferred  Stock  of the Corporation may be issued from time to
time  in one or more classes or series, each of which class or series shall have
such voting powers, full or limited, or no voting powers, and such designations,
preferences  and  relative,  participating, optional or other special rights and
such  qualifications, limitations or restrictions thereof, as shall be stated in
a  resolution  or resolutions providing for the issue of such class or series of
Preferred  Stock  as  may be adopted from time to time by the Board of Directors
prior  to  the  issuance  of any shares thereof pursuant to the authority hereby
expressly  vested  in it, all in accordance with the laws of the State of Texas.

                                    ARTICLE V

     Commencement of Business:  The Corporation will not commence business until
it has received for the issuance of its shares consideration of the value of One
Thousand  Dollars  ($1,000.00)  consisting  of  money,  labor  done, or property
actually  received.

                                   ARTICLE VI

     Registered  Office  and Agent:  The street address of the registered office
of  the  corporation  is 611 Melody Lane, Friendswood, TX 77546, and the name of
its  registered  agent  at  that  address  is  Kenneth  A.  Phillips.

                                   ARTICLE VII

     The  business  and  affairs of the Corporation shall be managed by or under
the  direction  of  the  Board  of  Directors  consisting  of  not less than one
director,  the  exact  number of directors to be determined from time to time by
resolution  adopted  by  the  Board of Directors. The number of directors may be
increased  or  decreased,  but  in  no  case  will  a  decrease in the number of
directors  shorten  the  term  of  any incumbent director. A director shall hold
office  until  his  successor is elected and qualified, subject, however, to his
prior  death,  resignation, retirement, disqualification or removal from office.
Any  vacancy  on  the Board of Directors howsoever resulting, may be filled by a
majority  of  the directors then in office, although less than a quorum, or by a
sole remaining director.  The number of directors constituting the current Board
of Directors is three and the name and address of each person who is to serve as
director  until  the next annual meeting of shareholders, or until his successor
is  elected  and  qualified  is:

Kenneth A. Phillips      Box 727, Highway 834 East .7 miles, Hardin, Texas 77561
Jay G. Phillips          Box 727, Highway 834 East .7 miles, Hardin, Texas 77561
Richard R. Royall        1331  Lamar Street #1375, Houston, Texas 77010

                                  ARTICLE VIII

     Any  action  required by the Texas Business Corporation Act, as amended, to
be taken at any annual or special meeting of shareholders of the Corporation, or
any  action  which may be taken at any annual or special meeting of shareholders
of  the  Corporation,  may be taken without a meeting, without prior notice, and
without a vote, if a consent or consents in writing, setting forth the action so


<PAGE>
taken,  shall  be signed by the holder or holders of shares having not less than
the  minimum  number  of  votes that would be necessary to take such action at a
meeting  at  which the holders of all shares entitled to vote on the action were
present  and  voted.

     Special  meetings of the stockholders of the Corporation for any purpose or
purposes may only be called at any time by the Board of Directors or a committee
thereof,  the  Chairman  of the Board, the President, or by shareholders holding
not  less  than  50%  of  the votes entitled to the vote at the special meeting.

                                   ARTICLE IX

     Bylaws:  The  initial  bylaws  shall  be adopted by the Board of Directors.
The  power to alter, amend or repeal the bylaws or adopt new bylaws is vested in
the  Board Directors, subject to repeal of change by action of the shareholders.

                                    ARTICLE X

     Cumulative  voting  shall not be permitted.  Preemptive rights shall not be
permitted.

                                   ARTICLE XI

     No  director  of  the  Corporation  shall  be  personally  liable  to  the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty  by  such director as a director. Notwithstanding the foregoing sentence, a
director  shall  be  liable to the extent provided by applicable law (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 2.41 of the
Texas  Business  Corporation  Act,  or  (iv) for any transaction from which such
director  derived  an  improper  personal benefit.  No amendment to or repeal of
this  Article  XI  shall apply to or have any effect on the liability or alleged
liability  of any director of the Corporation for or with respect to any acts or
omissions  of  such  director  occurring prior to such amendment or repeal.  The
Corporation shall indemnify all current and former directors and officers of the
Corporation  to  the  fullest  extent  of the applicable law, including, without
limitation,  Article  2.02-1  of  the  Texas  Business  Corporation  Act.


     IN  WITNESS  WHEREOF,  the Corporation has caused this Amended and Restated
Articles  of  Incorporation to be signed by its president this 13th day of June,
2001.


                                       FLEETCLEAN  SYSTEMS,  INC.



                                       By  /s/  Kenneth  A.  Phillips
                                         ------------------------------------
                                         Kenneth A. Phillips, President


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