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                          EXHIBIT 3.1
                          -----------

                           RESTATED
                   ARTICLES OF INCORPORATION
                              OF
                         CONSIL CORP.

                        March 17, 1997


     KNOW  ALL MEN  BY  THESE PRESENTS  that the  undersigned,
being  officers of  the  corporation, citizens  of the  United
States  of  America and  over the  age  of eighteen  years, do
hereby  make,  sign,  acknowledge,  and  file  these  Restated
Articles of Incorporation on behalf of ConSil Corp.

                          ARTICLE I.
                             Name

     The name of the corporation is and shall be ConSil Corp.

                          ARTICLE II.
                       Registered Office

     The location and post office address of the corporation's
registered  office in the State of Idaho shall be 6500 Mineral
Drive, Coeur d'Alene, Idaho 83815-8788.

                         ARTICLE III.
                           Duration

     The corporate  existence  of this  corporation  shall  be
perpetual.

                          ARTICLE IV.
                            Purpose

     The purpose of this corporation shall be to  transact any
and  all  lawful  business   for  which  corporations  may  be
incorporated  under the  Idaho  Business  Corporation Act,  in
general,  to have and exercise all the powers conferred by the
laws  of the state of Idaho upon corporations formed under the
Idaho Business Corporation Act,  and to do any and  all things
herein set forth to  the same extent as natural  persons might
or could do.





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                          ARTICLE V.
                            Shares

     The  authorized capital  stock of  the  corporation shall
consist of two  classes of stock, designated as "Common Stock"
and "Preferred Stock."


     The  total number  of  shares of  Common  Stock that  the
corporation  will  have  authority  to issue  is  One  Hundred
Million  (100,000,000), no par value.  All of the Common Stock
authorized herein  shall have  equal voting rights  and powers
without restrictions in preference.

     The total  number of shares  of Preferred Stock  that the
corporation  will  have  authority  to issue  is  Ten  Million
(10,000,000).   The Preferred Stock shall have a part value of
$.25  per share.   The  Preferred Stock  shall be  entitled to
preference  over   the  Common  Stock  with   respect  to  the
distribution  of  assets of  the corporation  in the  event of
liquidation  dissolution  or  winding-up of  the  corporation,
whether voluntarily or  involuntarily, or in the event  of any
other  distribution of  assets  of the  corporation among  its
shareholders for the  purpose of winding-up its  affairs.  The
authorized  but  unissued shares  of  Preferred  Stock may  be
divided into and issued in designated series from time to time
by  one or more resolutions adopted by the Board of Directors.
The Directors in their sole discretion shall have the power to
determine the relative powers, preferences, and rights of each
series of Preferred Stock issued by the corporation.

                          ARTICLE VI.
                           Directors

     The number of directors of this corporation, who need not
be Shareholders, shall be not less than three, but in no event
shall  the  number of  directors  exceed  nine.   The  number,
qualifications, terms of office, manner of elections, time and
place  of meeting and the  powers and duties  of the directors
shall  be  such  as are  prescribed  by  the  By-Laws of  this
corporation.

                         ARTICLE VII.

     A director  or officer of  the corporation shall  not, in
the absence  of actual  fraud, be  disqualified by  his office
from dealing or contracting with the corporation, either as




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vendor,  purchaser,  or  otherwise;  and  in  the  absence  of
actualfraud, no  transaction or  contract  of the  corporation
shall be  void  or voidable  by reason  of the  fact that  any
directors  orofficer, or firm of which any director or officer
is a member, or any other corporation of which any director or
officer is a shareholder,  officer or director, is in  any way
interested in such transaction or contract; provided that such
transaction or contract is  or shall be, authorized, ratified,
or approved (1) by  a vote of  a majority of  a quorum of  the
Board  of  Directors,  or  the Executive  Committee,  if  any,
counting for the purpose of determining  the existence of such
majority  or quorum,  any  Director, when  present, who  is so
interested; or (2)  at a stockholders' meeting by a  vote of a
majority of the outstanding shares of stock of the corporation
represented at such meeting  and then entitled to vote,  or by
writing  or writings signed by  a majority of  such holders of
stock  which shall have the  same force and  effect as through
such authorization, ratification, or approval were made by the
stockholders' and  no director of  officer shall be  liable to
account to the  corporation for  any profits  realized by  him
through  any  transaction  or  contract  of  the   corporation
authorized, ratified, or approved,  as aforesaid, by reason of
the fact that he may be, or any firm of which  he is a member,
or any corporation of  which he is a shareholder,  officer, or
director, was interested in such transaction.

     Nothing  in this  paragraph  contained  shall create  any
liability  in  said events  above  mentioned,  or prevent  the
authorization, ratification, or approval  of such contracts or
transactions in  any other manner  than permitted  by law,  or
invalidate or make voidable  any contract or transaction which
would be  valid without  reference to  the provisions of  this
paragraph.

                         ARTICLE VIII.
          Indemnification and Liability of Directors

     A Director of the Company shall  not be personally liable
to the Company or  its Shareholders for monetary damages  as a
Director except for liability as specifically set forth in the
Idaho  Business Corporations  Act.   Further,  the Company  is
authorized  to  indemnify,  agree  to  indemnify,  or obligate
itself  to  advance  or  reimburse expenses  incurred  by  its
Directors, Officers,  employees, or agents to  the full extent
of the  laws of  the state  of Idaho as  may now  or hereafter
exist.





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                          ARTICLE IX.
                            By-Laws

     The Board of Directors shall have the power to modify and
alter  existing  By-Laws  or  adopt  new  By-Laws  subject  to
ratification by the Shareholders at the next Annual or Special
Meeting.

                          ARTICLE X.
                            Voting

     The  holders of  any of  the Corporation's  capital stock
shall possession  voting power  for the election  of Directors
and for all other purposes, subject to such limitations as may
be  imposed by  law and by  any provision  of the  Articles of
Incorporation in  the  exercise of  their voting  power.   The
holders of capital  stock shall  be entitled to  one vote  for
each  share  held.   Cumulative  voting  for  the  election of
Directors is hereby expressly prohibited.

                          ARTICLE XI.
            Resolution Approving Restated Articles

     The  Amended Restated  Articles  of Incorporation  herein
were approved,  ratified and adopted by  the Unanimous Consent
of the Board of Directors effective March 17, 1997.

























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