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                                                                     Exhibit 3.1

                               SECOND AMENDED AND
                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                MGI PHARMA, INC.


                                   ARTICLE I

       The name of this corporation shall be MGI PHARMA, INC.

                                   ARTICLE II

       This corporation shall have general business purposes and shall have
unlimited power to engage in, and do any lawful act concerning, any and all
lawful businesses for which corporations may be organized under the Minnesota
Business Corporation Act. Without limiting the generality of the foregoing, this
corporation shall have the following specific powers:

              (a)    to engage in whole or in part in the business of lending or
       advancing money on the security of merchandise, whether or not such
       merchandise is sold by this corporation;

              (b)    to enter into one or more partnership agreements or one or
       more joint venture agreements with any other person, firm or corporation;

              (c)    to become surety for or guarantee the carrying out and
       performance of any contract, lease, or obligation of any kind of any
       person, firm, or corporation in connection with the carrying on of any
       business which in the judgment of the Board of Directors of this
       corporation will be of benefit to this corporation; and

              (d)    to acquire, hold, pledge, mortgage, hypothecate, sell, or
       otherwise dispose of the shares, bonds, securities and other evidences of
       indebtedness of any person or of any domestic or foreign corporation.

                                   ARTICLE III

       The period of duration of this corporation shall be perpetual.

                                   ARTICLE IV

       The location and post office address of the registered office of this
corporation in Minnesota is 5775 West Old Shakopee Road, Suite 100, Bloomington,
MN 55437-3174.

                                    ARTICLE V

       The authorized number of shares of this corporation shall be eighty
million (80,000,000), of which seventy million (70,000,000) shares shall be
Common Stock of the par value of $.01

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per share and ten million (10,000,000) shares shall be Preferred Stock of the
par value of $.10 per share.

       Shares of Common Stock and Preferred Stock shall have the following
relative rights, voting power, preferences and restrictions:

              (a)    Cumulative Voting Rights. No holder of any shares of the
       capital stock shall have any cumulative voting rights.

              (b)    Preemptive Rights. The shares of the capital stock may be
       issued by this corporation from time to time for such consideration, not
       less than par value, as may be fixed by the Board of Directors. No holder
       of shares of the capital stock shall be entitled as such, as a matter of
       right, to subscribe for, purchase or receive any part of any new or
       additional issue of the capital stock of any class whatsoever or of
       securities convertible into or exchangeable for any stock of any class
       whatsoever, whether now or hereafter authorized and whether issued for
       cash or other consideration or by way of dividend.

              (c)    Terms of the Common Stock.

                     (1)    Voting. Each holder of shares of Common Stock shall
              have one vote on all matters submitted to the shareholders for
              each share of Common Stock standing in the name of such holder on
              the books of this corporation.

                     (2)    Subject to the rights of the holders of the
              Preferred Stock of the corporation, in the event of liquidation or
              dissolution of the corporation, the holders of the Common Stock
              shall be entitled to receive pro rata the net distributable assets
              of the corporation.

              (d)    Terms of the Preferred Stock. Shares of Preferred Stock may
       be issued from time to time in one or more series as the Board of
       Directors may determine, as hereinafter provided. The Board of Directors
       is hereby authorized by resolution or resolutions, to provide from time
       to time for series of Preferred Stock out of the shares of Preferred
       Stock not then allocated to any series of Preferred Stock. Before any
       shares of any such series of Preferred Stock are issued, the Board of
       Directors shall fix and determine, and is hereby expressly empowered to
       fix and determine, by resolution or resolutions, the designations,
       powers, preferences and relative, participating, optional and other
       special rights, and the qualifications, limitations and restrictions
       thereof, of the shares of such series, including, without limiting the
       generality of the foregoing, any of the following provisions with respect
       to which the Board of Directors shall determine to make affirmative
       provision:

                     (1)    The designation and name of such series and the
              number of shares that shall constitute such series;

                     (2)    The dividend rate or rates payable on shares of such
              series, the date or dates from which such dividends shall commence
              to accrue and the dividend payment dates for such dividends;

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                     (3)    Whether dividends on such series are to be
              cumulative or noncumulative, and the participating or other
              special rights, if any, with respect to the payment of dividends;

                     (4)    Whether such series shall be subject to redemption
              and, if so, the manner of redemption, the redemption price or
              prices and the terms and conditions on which shares of such series
              may be redeemed;

                     (5)    Whether such series shall have a sinking fund or
              other retirement provisions for the redemption or purchase of
              shares of such series and, if so, the terms and amount of such
              sinking fund and other retirement provisions and the extent to
              which the charges therefor are to have priority over the payment
              of dividends on, or the making of sinking fund or other like
              retirement provisions for, shares of any other series or over
              dividends on the Common Stock;

                     (6)    The amounts payable on shares of such series on
              voluntary or involuntary dissolution, liquidation or winding up of
              the affairs of the corporation and the extent to which such
              payment shall have priority over the payment of any amount on
              voluntary or involuntary dissolution, liquidation or winding up of
              affairs of the corporation, on shares of any other series or on
              the Common Stock;

                     (7)    The terms and conditions, if any, on which shares of
              such series may be converted into, or exchanged for, shares of any
              other series or any class of Common Stock;

                     (8)    The extent of the voting powers, if any, of the
              shares of such series;

                     (9)    The stated value, if any, for the shares of such
              series, the consideration for which shares of such series may be
              issued and the amount of such consideration that shall be credited
              to the capital account; and

                     (10)   Any other preferences and relative, participating,
              optional or other special rights, and qualifications, limitations
              or restrictions thereof, of the shares of such series.

                     The Board of Directors is expressly authorized to vary the
              provisions relating to the foregoing matters among the various
              series of Preferred Stock.

                     All shares of the Preferred Stock of any one series shall
              be identical in all respects with all other shares of such series,
              except that shares of any one series issued at different times may
              differ as to the dates from which dividends thereon shall be
              payable and, if cumulative, shall cumulate.

                     Shares of any series of Preferred Stock that shall be
              issued and thereafter acquired by the corporation through
              purchase, redemption (whether through the operation of sinking
              fund or otherwise), conversion, exchange or otherwise, shall upon
              appropriate filing and recording to the extent required by law,
              have the

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              status of authorized and unissued shares of Preferred Stock and
              may be reissued as part of such series or as part of any other
              series of Preferred Stock. Unless otherwise provided in the
              resolution or resolutions of the Board of Directors providing for
              the issuance thereof, the number of authorized shares of stock of
              any series of Preferred Stock may be increased or decreased (but
              not below the number of shares thereof then outstanding) by
              resolution or resolutions of the Board of Directors and
              appropriate filing and recording to the extent required by law. In
              case the number of shares of any such series of Preferred Stock
              shall be decreased, the shares representing such decrease shall,
              unless otherwise provided in the resolution or resolutions of the
              Board of Directors providing for the issuance thereof, resume the
              status of authorized but unissued shares of Preferred Stock
              undesignated as to series.

                                   ARTICLE VI

       The shareholders of this corporation shall have the power, by the
affirmative vote of the holders of a majority of the outstanding shares entitled
to vote thereon, (a) to authorize the sale, lease, exchange, or other disposal
of all or substantially all of the property and assets of this corporation,
including its good will; (b) to amend the Articles of Incorporation of this
corporation; (c) to adopt an agreement of consolidation; and (d) subject to the
authority granted to the Board of Directors in paragraph (c) of Article IX of
these Articles of Incorporation, to adopt an agreement of merger.

                                   ARTICLE VII

       The amount of stated capital with which this corporation shall begin
business shall be not less than $1,000.

                                  ARTICLE VIII

       The number of persons comprising the Board of Directors of this
corporation shall not be less than three (3). A majority of the persons
comprising the Board of Directors shall at all times be persons who are not (i)
employed by this corporation or any corporation controlled by, controlling, or
under common control with this corporation, (ii) engaged in rendering consulting
or professional services for compensation (other than by reason of their
membership on the Board of Directors and other than as this corporation's
independent legal counsel) for this corporation or any corporation controlled
by, controlling, or under common control with this corporation, or (iii) related
to, or directly or indirectly controlled by, any person described in subpart (i)
or (ii). For those purposes, "control" shall be defined to mean direct or
indirect beneficial ownership of over twenty-five percent (25%) of a
corporation's voting stock.

                                   ARTICLE IX

       The Board of Directors of this corporation shall have authority:

              (a)    to allot and authorize the issuance of the authorized but
       unissued shares of this corporation, including the declaration of
       dividends payable in shares of any class to shareholders of any other
       class;

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              (b)    to accept or reject subscriptions for shares of any class
       made after incorporation;

              (c)    to effect, in the manner permitted by law, a merger into
       this corporation of any corporation or corporations all of the
       outstanding stock of which is owned by this corporation;

              (d)    to fix the terms, provisions and conditions of and
       authorize the issuance of (i) rights to convert any securities of this
       corporation into shares of any class or classes, including the conversion
       basis or bases; and (ii) options to purchase or subscribe for shares of
       any class or classes, including the option price or prices at which
       shares may be purchased or subscribed for;

              (e)    to make and alter the Bylaws of this corporation, subject
       to the power of the shareholders to change or repeal such Bylaws,
       provided that the Board of Directors shall not make or alter any Bylaw
       fixing their qualifications, classifications, term of office, or number,
       except that the Board of Directors may make or alter any Bylaw to
       increase their number;

              (f)    to establish the compensation to be paid to directors who
       are not salaried officers of this corporation; and

              (g)    to take any action required or permitted to be taken at a
       meeting of the Board of Directors of the corporation by a written action
       signed, or counterparts of a written action signed in the aggregate, by
       all of the directors unless the action need not be approved by the
       shareholders of the corporation, in which case the action may be taken by
       a written action signed, or counterparts of a written action signed in
       the aggregate, by the number of directors that would be required to take
       the same action at a meeting of the Board of Directors of the corporation
       at which all of the directors were present.

                                    ARTICLE X

       A director of this corporation shall not be personally liable to the
corporation or its shareholders 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 shareholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (iii) under Section 302A.559 or 80A.23 of the Minnesota
Statutes; (iv) for any transaction from which the director derived an improper
personal benefit; or (v) for any act or omission occurring prior to the date
when this Article X became effective.

       Any repeal or modification of the foregoing provisions of this Article X
shall not adversely affect any right or protection of a director of the
corporation existing at the time of such repeal or modification.

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                                     * * * *

              The resolutions adopted by the Board of Directors of this
corporation on July 14, 1998, and filed with the Minnesota Secretary of State on
July 15, 1998, establishing the Series A Junior Participating Preferred Stock,
in connection with this corporation's shareholders' Rights Agreement, as amended
to date, also continue in effect as part of these Second Amended and Restated
Articles of Incorporation.

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