EXHIBIT 3.1


                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.

         The undersigned, Edward R. Cameron, President of Appliance Recycling
Centers of America, Inc., a corporation subject to the provisions of Chapter
302A, Minnesota Statutes, hereby certifies that the following resolutions were
duly adopted by the Board of Directors of the Corporation on the 5th day of
March, 1999:

         RESOLVED, that the Corporation's existing Restated Articles of
         Incorporation, as amended to date, are hereby restated in their
         entirety, but without any changes thereto, as follows:

                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                  APPLIANCE RECYCLING CENTERS OF AMERICA, INC.


                                 ARTICLE 1. NAME

         The name of the Corporation is Appliance Recycling Centers of America,
Inc.

                          ARTICLE 2. REGISTERED OFFICE

         The location and post office address of the Corporation's registered
office in the State of Minnesota shall be 7400 Excelsior Boulevard, Minneapolis,
Minnesota 55426.

                          ARTICLE 3. AUTHORIZED SHARES

         The total number of shares of capital stock which the corporation shall
have authority to issue is twelve million (12,000,000) shares, of which ten
million (10,000,000) shares shall be Common Stock, without par value, and two
million (2,000,000) shares shall be preferred stock.

         The Preferred Stock may be issued from time to time in one or more
series. The Board of Directors is expressly authorized, in the resolution or
resolutions providing for the issuance of any wholly unissued series of
Preferred Stock to fix, state and express the powers, rights, designations,
preferences, qualifications, limitations and restrictions thereof, including
without limitation: the par value; the rate of dividends upon which and the
times at which dividends of shares of such series shall be payable and the
preference, if any, which such dividends shall have relative to dividends on
shares of any other class or classes or any other series of stock of the
corporation; whether such dividends shall be cumulative or noncumulative, and if
cumulative, the date or dates from which dividends on shares of such series
shall be cumulative; the voting rights, if any, to be provided for shares of
such series; the rights, if any, which the holders of



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shares of such series shall have in the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the corporation; the
rights, if any, which the holders of shares of such series shall have to convert
such shares into or exchange such shares for shares of stock of the corporation,
and the terms and conditions, including price and rate of exchange of such
conversion or exchange; and the redemption rights (including sinking fund
provisions), if any, for shares of such series; and such other powers, rights,
designations, preferences, qualifications, limitations and restrictions as the
Board of Directors may desire to so fix. The Board of Directors is also
expressly authorized to fix the number of shares constituting such series and to
increase or decrease the number of shares of any series prior to the issuance of
shares of that series and to increase or decrease the number of shares of any
series subsequent to the issuance of shares of that series, but not to decrease
such number below the number of shares outstanding. In case the number of shares
of any series shall be so decreased, the 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.

                         ARTICLE 4. NO CUMULATIVE VOTING

         There shall be no cumulative voting by the shareholders of the
Corporation.

                         ARTICLE 5. NO PREEMPTIVE RIGHTS

         The shareholders of the Corporation shall not have preemptive rights.

                          ARTICLE 6. DIRECTOR LIABILITY

         A director of the 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 (i) liability based on a breach of the director's
duty of loyalty to the Corporation or its shareholders; (ii) liability for acts
or omissions not in good faith or that involve intentional misconduct or a
knowing violation of law; (iii) liability based on the payment of an improper
dividend or an improper repurchase of the Corporation's stock under Section
302A.559 of the Minnesota Business Corporation Act or on violations of federal
or state securities laws; (iv) liability for any act or omission occurring prior
to the date this Article was originally effective. If Chapter 302A, the
Minnesota Business Corporation Act, is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Chapter 302A, the Minnesota Business Corporation Act. Any repeal or modification
of this Article by the shareholders of the Corporation shall be prospective only
and shall not adversely affect any limitation on the personal liability of a
director of the Corporation existing at the time of such repeal or modification.

         RESOLVED FURTHER, that the President of the Corporation is hereby
         authorized and directed to make, execute and file for record with the
         Secretary of State of the State of Minnesota, Restated Articles of
         Incorporation, setting forth the foregoing restated articles of
         incorporation, and to pay all fees and charges in connection therewith,
         all as required by law.


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         IN WITNESS WHEREOF, the undersigned has signed these Restated Articles
of Incorporation as of the 5th day of March, 1999.



                             /s/ EDWARD R. CAMERON
                          Edward R. Cameron, President






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