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                                                                     EXHIBIT 3.1


                      RESTATED CERTIFICATE OF INCORPORATION

                                       OF

                             METAL MANAGEMENT, INC.

(COMPOSITE RESTATED CERTIFICATE OF INCORPORATION PREPARED FOR PURPOSES OF FILING
WITH THE SECURITIES AND EXCHANGE COMMISSION AND NOT FILED WITH THE DELAWARE
SECRETARY OF STATE.)

         Metal Management, Inc., a corporation organized and existing under the
laws of the State of Delaware, does hereby certify:

         1. The name of the corporation is Metal Management, Inc. Metal
Management, Inc. was originally incorporated under the name of General
Parametrics Corporation, and the original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on June 5, 1986. A
Certificate of Amendment of Certificate of Incorporation was filed on April 11,
1996, and another Certificate of Amendment was filed on April 12, 1996.

         2. Pursuant to Section 245 of the General Corporation Law of the State
of Delaware, this Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation, and was adopted by the Board of Directors
without a vote of the stockholders.

         3. The text of the corporation's Restated Certificate of Incorporation,
as amended, is hereby restated to read in its entirety as follows:

         1.       The name of the Corporation is Metal Management, Inc. (the
                  "Corporation").

         2.       The address of the Corporation's registered office in the
                  State of Delaware is Corporation Trust Center, 1209 Orange
                  Street, in the City of Wilmington, County of New Castle, zip
                  code 19801. The name of its registered agent at such address
                  is The Corporation Trust Company.

         3.       The nature of the business or purposes to be conducted or
                  promoted by the Corporation is to engage in any lawful act or
                  activity for which corporations may be organized under the
                  General Corporation Law of Delaware.

         4.       (a)  The Corporation is authorized to issue two classes of 
                       shares to be designated, respectively, "Preferred Stock"
                       and "Common Stock." The number of shares of Preferred 
                       Stock authorized to be issued is Two Million (2,000,000)
                       and the number of shares of Common Stock authorized to 
                       be issued is Forty Million (40,000,000). The Preferred 
                       Stock and the Common Stock shall each have a par value 
                       of $.01 per share.                     
                                                                               
             

 

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             (b)  The shares of Preferred Stock may be issued from time to time
                  in one or more series. The Board of Directors of the
                  Corporation is authorized, by filing a certificate pursuant to
                  the applicable law of the State of Delaware, to: (i) establish
                  from time to time the number of shares to be included in each
                  such series; (ii) fix the voting powers, designations, powers,
                  preferences and relative, participating, optional or other
                  rights of the shares of each such series and the
                  qualifications, limitations or restrictions thereof, including
                  but not limited to the fixing or alteration of the dividend
                  rights, dividend rate, conversion rights, conversion rate,
                  voting rights, rights and terms of redemption (including
                  sinking fund provisions), the redemption price or prices, and
                  the liquidation preferences of any wholly unissued series of
                  shares of Preferred Stock; and (iii) increase or decrease the
                  number of shares of any series subsequent to the issue of
                  shares of that series, but not below the number of shares of
                  such series then outstanding. In case the number of shares of
                  any series shall be so decreased, the number of shares
                  constituting such decrease shall resume the status which they
                  had prior to the adoption of the resolution originally fixing
                  the number of shares of such series.

         5.  The Corporation is to have perpetual existence.

         6.  In furtherance and not in limitation of the powers conferred by
             statute, the Board of Directors is expressly authorized to make,
             alter, amend or repeal the Bylaws of the Corporation.

         7.  The number of directors which will constitute the whole Board
             of Directors of the Corporation shall be as specified in the Bylaws
             of the Corporation.

         8.  The election of directors need not be written ballot unless the 
             Bylaws of the Corporation shall so provide.

         9.  At all elections of directors of the corporation, each holder of
             stock or of any class or classes or of a series or series thereof
             shall be entitled to as many votes as shall equal the number of
             votes which (except for such 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.

         10. Meetings of stockholders may be held within or without the State of
             Delaware, as the Bylaws may provide. The books of the Corporation
             may be kept (subject to any provision contained in the statutes)
             outside the State of Delaware at such place or places as may be
             designated from time to time by the Board of Directors or in the
             Bylaws of the Corporation.

         11. 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 (i) for any
             breach of the director's duty of loyalty to the Corporation or its

 

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                  stockholders, (ii) for acts or omissions not in good faith or
                  which involve intentional misconduct or a knowing violation of
                  law, (iii) under Section 174 of the Delaware General
                  Corporation Law, or (iv) for any transaction from which the
                  director derived an improper personal benefit.

            

   12.   (a)      The Corporation shall indemnify any person who was or is a
                  party or is threatened to be made a party to any threatened,
                  pending, or completed action, suit or proceeding, whether
                  civil, criminal, administrative, or investigative (other than
                  an action by or in the right of the corporation) by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the Corporation, or is or was serving at the request
                  of the Corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise, against expenses (including attorneys'
                  fees), judgments, fines and amounts paid in settlement
                  actually and reasonably incurred by him in connection with
                  such action, suit or proceeding if he acted in good faith and
                  in a manner he reasonably believed to be in or not opposed to
                  the best interests of the Corporation, and, with respect to
                  any criminal action or proceeding, had no reasonable cause to
                  believe his conduct was unlawful. The termination of any
                  action, suit, or proceeding by judgment, order, settlement,
                  conviction or upon a plea of nolo contendere or its
                  equivalent, shall not, of itself, create a presumption that 
                  the person did not act in good faith and in a manner which 
                  he reasonably believed to be in or not opposed to the best 
                  interest of the Corporation, and, with respect to any 
                  criminal action or proceeding, had reasonable cause to believe
                  that his conduct was unlawful.

         (b)      The Corporation shall indemnify any person who was or is a
                  party or is threatened to be made a party to any threatened,
                  pending or completed action or suit by or in the right of the
                  Corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the Corporation as a director, officer, employee or agent
                  of another corporation, partnership, joint venture, trust or
                  other enterprise against expenses (including attorneys' fees)
                  actually and reasonably incurred by him in connection with the
                  defense or settlement of such action or suit if he acted in
                  good faith and in a manner he reasonably believed to be in or
                  not opposed to the best interests of the Corporation and
                  except that no indemnification shall be made in respect of any
                  claim, issue, or matter as to which such person shall have
                  been adjudged to be liable to the Corporation unless and only
                  to the extent that the Delaware Court of Chancery or the court
                  in which such action or suit was brought shall determine upon
                  application that, despite the adjudication of liability but in
                  view of all the circumstances of the case, such person is
                  fairly and reasonably entitled to indemnity for such expenses
                  which the Court of Chancery or such other court shall deem
                  proper.

         (c)      To the extent that a director, officer, employee or agent of
                  the Corporation has been successful on the merits or otherwise
                  in defense of any action, suit or proceeding referred to in
                  subparagraphs (a) and (b), or in defense of any claim, issue
                  or matter therein, he shall be indemnified against expenses
                  (including attorneys' fees) actually and reasonably incurred
                  by him in connection therewith.

 

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         (d)      Any indemnification under subparagraphs (a) and (b) (unless
                  ordered by a court) shall be made by the Corporation only as
                  authorized in the specific case upon a determination that
                  indemnification of the director, officer, employee or agent is
                  proper in the circumstances because he has met the applicable
                  standard of conduct set forth in subparagraphs (a) and (b).
                  Such determination shall be made (1) by the Board of Directors
                  by a majority vote of a quorum consisting of directors who
                  were not parties to such action, suit or proceeding, or (2) if
                  such a quorum is not obtainable, or, even if obtainable, a
                  quorum of disinterested directors so directs, by independent
                  legal counsel in a written opinion, or (3) by the
                  stockholders.

         (e)      Expenses incurred in defending a civil or criminal action,
                  suit or proceeding shall be paid by the Corporation in advance
                  of the final disposition of such action, suit or proceeding as
                  authorized by the Board of Directors upon receipt of an
                  undertaking by or on behalf of the director, officer, employee
                  or agent 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 12.

         (f)      The indemnification and advancement of expenses provided by,
                  or granted pursuant to, the other subparagraphs of this
                  Article shall not be deemed exclusive of any other rights to
                  which those seeking indemnification or advancement of expenses
                  may be entitled under any bylaw, 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.

         (g)      The Corporation shall have the power to purchase and maintain
                  insurance on behalf of any person who is or was a director,
                  officer, employee or agent of the Corporation, or is or was
                  serving at the request of the Corporation as a director,
                  officer, employee or agent of another corporation,
                  partnership, joint venture, trust or other enterprise against
                  any liability asserted against him and incurred by him in any
                  such capacity, or arising out of his status as such, whether
                  or not the Corporation would have the power to indemnify him
                  against such liability under the provisions of this Article
                  12.

          (h)     For purposes of this Article 12, references to "the
                  Corporation" shall include, in addition to the resulting
                  corporation, any constituent corporation (including any
                  constituent of a constituent) absorbed in a consolidation or
                  merger which, if its separate existence had continued, would
                  have had power and authority to indemnify its directors,
                  officers, and employees or agents, so that any person who is
                  or was a director, officer, employee or agent of such
                  constituent corporation, or is or was serving at the request
                  of such constituent corporation as a director, officer,
                  employee or agent of another corporation, partnership, joint
                  venture, trust or other enterprise, shall stand in the same
                  position under the provisions of this Article 12 with respect
                  to the resulting or surviving corporation as he would have
                  with respect to the resulting or surviving corporation as he
                  would have with respect to such constituent corporation if
                  its separate existence had continued.


 

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         (i)      For purposes of this Article 12, references to "other
                  enterprises" shall include employee benefit plans; references
                  to "fines" shall include any excise taxes assessed on a person
                  with respect to an employee benefit plan; and references to
                  "serving at the request of the Corporation" shall include any
                  service as a director, officer, employee or agent of the
                  Corporation which imposes duties on, or involves services by,
                  such director, officer, employee or agent with respect to an
                  employee benefit plan, its participants or beneficiaries; and
                  a person who acted in good faith and in a manner he reasonably
                  believed to be in the interest of the participants and
                  beneficiaries of an employee benefit plan shall be deemed to
                  have acted in a manner "not opposed to the best interests of
                  the corporation" as referred to in this Article 12.

         (j)      The indemnification and advancement of expenses provided by,
                  or granted pursuant to, this Article 12 shall, unless
                  otherwise provided when authorized or ratified, 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.

     13. The Corporation reserves the right to amend, alter, change or repeal
         any provision contained in this Certificate of Incorporation, in the
         manner now or hereafter prescribed by statute, and all rights conferred
         upon stockholders herein are granted subject to this reservation.

         THE UNDERSIGNED, being the President, does make this certificate,
hereby declaring and certifying that this is his act and deed and the facts
herein stated are true, and accordingly, has hereunto set his hand this ___ day
of _____________________, 1996.

                                              METAL MANAGEMENT, INC.

                                              ----------------------------------
                                              Gerard M. Jacobs,  President and
                                              Chief Executive Officer

Attest:

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Xavier Hermosillo, Secretary

 

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