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                                                                     Exhibit 3.1

                          AMENDED AND RESTATED ARTICLES
                                       OF
                         RTI INTERNATIONAL METALS, INC.

         FIRST: The name of the Corporation shall be RTI International Metals,
Inc.

         SECOND: The principal office of the Corporation in the State of Ohio is
to be located in the City of Niles, County of Trumbull.

         THIRD: The purpose for which the Corporation is formed is to engage in
any lawful act or activity for which corporations may be formed under Sections
1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

         FOURTH: The number of shares which the Corporation is authorized to
have outstanding is 55,000,000 shares of which 50,000,000 shall be common shares
with $.01 par value and 5,000,000 shall be preferred shares without par value.

                  A. The express terms of the preferred shares are as follows:

                  (1) Shares classified and designated as preferred shares shall
         be entitled to voting rights as follows:

                           (a) Except as otherwise required by law or the
                  Articles of Incorporation of the Corporation, including
                  subparagraph A(1)(b) of this Article FOURTH, the holders of
                  the preferred stock, voting together as a class with the
                  holders of the common stock, shall be entitled to vote for the
                  election of directors and all other matters.

                           (b) During any period in which dividends on the
                  preferred stock are cumulatively in arrears in the amount of
                  six or more full quarterly dividends, the holders of the
                  preferred stock, voting together as a class, will have the
                  right to elect two directors which two directorships shall be
                  in addition to that number of directors then determined as
                  constituting the number of members of the Board of Directors
                  pursuant to the Regulations of the Corporation.

                  (2) The Board of Directors is authorized, subject to any
         limitations prescribed by law and to the provisions of this Article
         FOURTH, to adopt amendments to these Articles of Incorporation in
         respect of any unissued or treasury shares of the preferred stock and
         thereby to fix or change: the division of such shares into series and
         the designation and authorized number of shares of each series; the
         dividend or distribution rate; the dates of payment of dividends and
         the dates, if any, from which they are cumulative; liquidation price;
         redemption rights and price; sinking fund requirements; conversion
         rights; and restrictions on the issuance of such shares or any series
         thereof. In addition the Board of directors is hereby authorized to
         similarly fix or change any or all other express terms in respect of
         the preferred stock as may be permitted or required by law.


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                  (3) Upon the conversion of any shares of preferred stock the
         stated capital of the corporation shall be reduced or increased in such
         a manner and at such a rate so that the stated capital attributable to
         any share issued upon the exercise of such conversion rights shall be
         the same as other shares of its class and not the stated capital of the
         share so converted.

                  (4) The holders of the shares of preferred stock, shall
         receive dividends, when and as declared by the Board of Directors, out
         of funds available for the payment of dividends, before any dividends
         shall be paid on the shares of common stock. Such dividends shall be
         payable at the rate per share per annum, and no more, and pursuant to
         the other terms as shall have been fixed by the Board of Directors, and
         no dividends shall be paid on the shares of common stock unless the
         current dividends, and all the arrears of dividends, if any, on the
         outstanding shares of the preferred stock shall have been made for the
         payment thereof.

                  (5) In case of the dissolution or liquidation of the
         Corporation, before any payment shall be made to the holders of the
         common stock, the holders of the preferred stock shall be entitled to
         be paid from the assets available thereof the liquidation price fixed
         by the Board of Directors, and all accrued and unpaid dividends
         thereon, but shall not be entitled to participate any further in the
         distribution of the assets of the corporation.

                  B. There is established hereby a series of Serial Preferred
Stock that shall be designated Series A Junior Participating Preferred Stock
(hereinafter sometimes called "this Series" or the "Series A Junior
Participating Preferred Shares") and that shall have the terms set forth in this
Section B.

                  (1) The number of shares of this Series shall be
                  300,000.

                  (2) (a) The holders of record of Series A Junior Participating
         Preferred Shares shall be entitled to receive, when and as declared by
         the Directors in accordance with the terms hereof, out of funds legally
         available for the purpose, cumulative quarterly dividends payable in
         cash on the first day of January, April, July and October in each year
         (each such date being referred to herein as a "Quarterly Dividend
         Payment Date"), commencing on the first Quarterly Dividend Payment Date
         after the first issuance of a Series A Junior Participating Preferred
         Share or fraction of a Series A Junior Participating Preferred Share in
         an amount per share (rounded to the nearest cent) equal to the greater
         of (i) $1.00 per share or (ii) subject to the provision for adjustment
         hereinafter set forth, 100 times the aggregate per share amount of all
         cash dividends, and 100 times the aggregate per share amount (payable
         in kind) of all non-cash dividends or other distributions (other than a
         dividend payable in shares or Common Stock, or a subdivision of the
         outstanding Common Stock (by reclassification or otherwise)), declared
         on the Common Stock since the immediately preceding Quarterly Dividend
         Payment Date, or, with respect to the first Quarterly Dividend Payment
         Date, since the first issuance of any Series A Junior Participating
         Preferred Share or fraction of a Series A Junior Participating
         Preferred Share. In the event the Company shall at any time declare or
         pay any dividend on the Common Stock payable in Common Stock, or effect
         a subdivision or combination or consolidation of the outstanding shares
         of Common


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         Stock (by reclassification or otherwise than by payment of a dividend
         in Common Stock) into a greater or lesser number of shares of Common
         Stock, then in each such case the amount to which holders of Series A
         Junior Participating Preferred Shares were entitled immediately prior
         to such event under clause (ii) of the preceding sentence shall be
         adjusted by multiplying such amount by a fraction the numerator of
         which is the number of shares of Common Stock outstanding immediately
         after such event and the denominator of which is the number of shares
         of Common Stock that were outstanding immediately prior to such event.

                           (b) Dividends shall begin to accrue and be cumulative
         on outstanding Series A Junior Participating Preferred Shares from the
         Quarterly Dividend Payment Date next preceding the date of issue of
         such Series A Junior Participating Preferred Shares, unless the date of
         issue of such shares is prior to the record date for the first
         Quarterly Dividend Payment Date, in which case dividends on such shares
         shall begin to accrue from the date of issue of such shares, or unless
         the date of issue is a Quarterly Dividend Payment Date or is a date
         after the record date for the determination of holders of shares of
         Series A Junior Participating Preferred Shares entitled to receive a
         quarterly dividend and before such Quarterly Dividend Payment Date, in
         either of which events such dividends shall begin to accrue and be
         cumulative from such Quarterly Dividend Payment Date. Accrued but
         unpaid dividends shall not bear interest. No dividends shall be paid
         upon or declared and set apart for any Series A Junior Participating
         Preferred Shares for any dividend period unless at the same time a
         dividend for the same dividend period, ratably in proportion to the
         respective annual dividend rates fixed therefor, shall be paid upon or
         declared and set apart for all Serial Preferred Stock of all series
         then outstanding and entitled to receive such dividend. The Board of
         Directors may fix a record date for the determination of holders of
         Series A Junior Participating Preferred Shares entitled to receive
         payment of a dividend or distribution declared thereon, which record
         date shall be no more than 40 days prior to the date fixed for the
         payment thereof.

                  (3) The Series A Junior Participating Preferred Shares are not
         redeemable.

                  (4) (a) In the event of any voluntary or involuntary
         liquidation, dissolution or winding up of the affairs of the Company
         (hereinafter referred to as a "Liquidation"), no distribution shall be
         made to the holders of shares of stock ranking junior (either as to
         dividends or upon Liquidation) to the Series A Junior Participating
         Preferred Shares, unless, prior thereto, the holders of Series A Junior
         Participating Preferred Shares shall have received at least an amount
         per share equal to one hundred times the then applicable Purchase Price
         as defined in the Rights Agreement between the Company and its rights
         agent, as the same may be from time to time amended in accordance with
         its terms, pursuant to which holders of rights are entitled to purchase
         a portion of Series A Junior Participating Shares, (the "Rights
         Agreement") subject to adjustment from time to time as provided in the
         Rights Agreement, plus an amount equal to accrued and unpaid dividends
         and distributions thereon, whether or not earned or declared, to the
         date of such payment, provided that the holders of shares of Series A
         Junior Participating Preferred Shares shall be entitled to receive at
         least an aggregate amount per share, subject to the provision for
         adjustment hereinafter set


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         forth, equal to 100 times the aggregate amount to be distributed per
         share to holders of Common Stock (the "Series A Junior Participating
         Preferred Shares Liquidation Preference").

                           (b) In the event, however, that the net assets of the
         Company are not sufficient to pay in full the amount of the Series A
         Junior Participating Preferred Shares Liquidation Preference and the
         liquidation preferences of all other series of Serial Preferred Stock,
         if any, which rank on a parity with the Series A Junior Participating
         Preferred Shares as to distribution of assets in Liquidation, all
         shares of this Series and of such other series of Serial Preferred
         Stock shall share ratably in the distribution of assets (or proceeds
         thereof) in Liquidation in proportion to the full amounts to which they
         are respectively entitled.

                           (c) In the event the Company shall at any time
         declare or pay any dividend on the Common Stock payable in
         consolidation of the outstanding Common Stock (by reclassification or
         otherwise than by payment of a dividend in Common Stock) into a greater
         or lesser number of shares of Common Stock, then in each such case the
         amount to which holders of Series A Junior Participating Preferred
         Shares were entitled immediately prior to such event pursuant to the
         proviso set forth in paragraph (a) above, shall be adjusted by
         multiplying such amount by a fraction the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that were outstanding immediately prior to such event.

                           (d) The merger or consolidation of the Company into
         or with any other corporation, or the merger of any other corporation
         into it, or the sale, lease or conveyance of all or substantially all
         the property or business of the Company, shall not be deemed to be a
         Liquidation for the purpose of this Section (4).

                  (5) The Series A Junior Participating Preferred Shares shall
not be convertible into Common Stock.

         FIFTH: No holders of any class of shares of the Corporation shall have
any preemptive right to purchase or have offered to them for the purchase any
shares or other securities of the Corporation.

         SIXTH: The Corporation may from time to time, pursuant to authorization
by the Directors and without action by the shareholders, purchase or otherwise
acquire shares of the Corporation of any class or classes in such manner, upon
such terms and in such amounts as the Directors shall determine; subject,
however, to such limitation or restriction, if any, as is contained in the
express terms of any class of shares of the Corporation outstanding at the time
of the purchase or acquisition in question.

         SEVENTH: The approval of holders of shares representing two-thirds of
the voting power of the Corporation and, if a class vote is otherwise required
by applicable law, approval of the


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holders of shares representing two-thirds of the voting power of any shares
voting separately as a class, shall be required to effect any amendment to the
Articles of Incorporation, a merger or consolidation if under Ohio law such
merger or consolidation would have to be submitted to the shareholders of the
Corporation for action, a sale or disposition of all or substantially all of the
assets of the Corporation or a dissolution of the Corporation. Notwithstanding
any provision of the Ohio Revised Code now or hereafter in force requiring for
any other purpose the vote, consent, waiver or release of the holders of the
shares entitling them to exercise two thirds, or any other proportion, of the
voting power of the Corporation or any class of classes of shares thereof, any
such other action, unless otherwise expressly required by statute or by these
Articles of Incorporation, may be taken by the vote, consent, waiver or release
of the holders of shares entitling them to exercise a majority of the voting
power of the Corporation or of such class or classes.

         EIGHTH: The shareholders of the Corporation shall have no right to
cumulatively vote in the election of Directors of the Corporation.

         NINTH: Any and every statute of the State of Ohio hereafter enacted,
whereby the rights, powers or privileges of corporations or of the shareholders
or corporations organized under the laws of the State of Ohio are increased or
diminished or in any way affected, or whereby effect is given to the action
taken by any number, less than all, of the shareholders of any such corporation,
shall apply to the Corporation and shall be binding not only upon the
Corporation but upon every shareholder of the Corporation to the same extent as
if such statute had been in force at the date of filing these Articles of
Incorporation of the Corporation in the office of the Secretary of State of
Ohio.