NDE ENVIRONMENTAL CORPORATION
              1996 ANNUAL REPORT ON FORM 10-KSB/A (Amendment No.1)
                                    Exhibits




Exhibit 3.01

                                    EXHIBIT A
                              AMENDED AND RESTATED
                          CERTIFICATE OF INCORPORATION
                                       OF
                          NDE ENVIRONMENTAL CORPORATION
                            (A DELAWARE CORPORATION)
                 (Originally incorporated on November 23, 1988)

                                    ARTICLE 1

          The name of the Corporation is NDE Environmental Corporation.

                                    ARTICLE 2

          The address of the registered  office of the  Corporation in the State
     of Delaware is 32  Loockerman  Square,  Suite L-100,  in the City of Dover,
     County of Kent.  The name of its  registered  agent at that  address is The
     Prentice-Hall Corporation System, Inc.

                                    ARTICLE 3

          The  purpose  of the  Corporation  is to engage in any  lawful  act or
     activity  for  which  corporations  may  be  organized  under  the  General
     Corporation law of Delaware.

                                    ARTICLE 4

          The  total  number  of  shares  of  stock  of all  classes  which  the
     corporation  has  authority to issue is  50,010,000  shares,  consisting of
     50,000,000  shares of Common  Stock with a par value of $0.0001  per share,
     and 10,000 shares of Preferred Stock with a par value of $0.0001 per share.
     The Preferred Stock authorized by this Certificate of Incorporation  may be
     issued from time to time in one or more  series.  The Board of Directors is
     hereby  authorized  to fix or alter the  dividend  rights,  dividend  rate,
     conversion rights, voting rights, rights and terms of redemption, including
     sinking fund provisions,  the redemption  price or prices,  the liquidation
     preferences  and the other  preferences,  powers,  rights,  qualifications,
     limitations  and  restrictions  of any wholly  unissued  class or series of
     Preferred Stock and the number of shares  constituting  any such series and
     the designation thereof.

          The Board of Directors is further  authorized  to increase or decrease
     the number of shares of any series of Preferred  Stock, the number of which
     was fixed by it, subsequent to the issue of shares of that series,  but not
     below the number of shares of such series then outstanding,  subject to the
     limitations  and  restrictions  stated  in the  resolution  of the Board of
     Directors  originally  fixing the number of shares of such series.  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 5

          The  stockholders  of  the  Corporation  holding  a  majority  of  the
     Corporation's outstanding voting stock shall have the power to adopt, amend
     or repeal the Bylaws.  The Board of Directors of the Corporation shall also
     have the power to adopt, amend or repeal Bylaws of the Corporation,  except
     as  such  power  may  be  expressly   limited  by  Bylaws  adopted  by  the
     stockholders.


                                    ARTICLE 6

          Election of Directors  need not be by written ballot unless the Bylaws
     of the  Corporation  shall so  provide.  If, as of the  record  date of any
     meeting of the  stockholders or the date of any action by written  consent,
     the aggregate number of directors which the holders of the Preferred Stock,
     either voting  together as a class or as separate  series,  as the case may
     be, are entitled to elect (the  "Preferred  Number") shall be less than the
     authorized  number of  directors,  then the  holders of the  Common  Stock,
     voting  together as a single class,  shall be entitled to elect a number of
     directors  equal  to  the  difference  between  the  authorized  number  of
     directors and the Preferred Number.

                                    ARTICLE 7

          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 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.

          Any repeal or modification of the foregoing provisions of this Article
     7 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.

                                    ARTICLE 8

          The stockholder  vote required to approve  Business  Combinations  (as
     hereinafter defined) shall be as set forth in this Article 8.

          A.(1  )Except as  otherwise  expressly  provided  in Section B of this
     Article 8:

          (i)any merger or  consolidation  of the  Corporation or any Subsidiary
     (as   hereinafter   defined)  with  (a)  any  Interested   Shareholder  (as
     hereinafter defined) or (b) any other corporation (whether or not itself an
     Interested  Shareholder)  which is, or after such  merger or  consolidation
     would  be,  an  Affiliate  (as   hereinafter   defined)  of  an  Interested
     Shareholder; or

          (ii) any sale, lease, exchange,  mortgage,  pledge,  transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     Interested  Shareholder or any Affiliate of any  Interested  Shareholder of
     any assets of the  Corporation or any  Subsidiary  having an aggregate Fair
     Market Value (as  hereinafter  defined) of ten percent (10%) or more of the
     total  value  of  the  assets  of  the  Corporation  and  its  consolidated
     subsidiaries  as  reflected  in  the  most  recent  balance  sheet  of  the
     Corporation; or

          (iii) the issuance or transfer by the  Corporation  or any  Subsidiary
     (in one transaction or a series of  transactions)  of any securities of the
     Corporation  or  any  Subsidiary  to  any  Interested  Shareholder  or  any
     Affiliate of any Interested Shareholder in exchange for cash, securities or
     other  property (or a combination  thereof  having an aggregate Fair Market
     Value of $10,000,000 or more; or

          (iv) the  adoption  of any plan or  proposal  for the  liquidation  or
     dissolution of the  Corporation  proposed by or on behalf of any Interested
     Shareholder or any Affiliate of any Interested Shareholder; or

          (v) any  reclassification  of securities  (including any reverse stock
     split),  or  recapitalization   of  the  Corporation,   or  any  merger  or
     consolidation  of the Corporation with any of its Subsidiaries or any other
     transaction  (whether  or not  with  or  into or  otherwise  involving  any
     Interested  Shareholder) which has the effect,  directly or indirectly,  of
     increasing the proportionate  share of the outstanding  shares of any class
     of equity or  convertible  securities of the  Corporation or any Subsidiary
     which is directly or indirectly owned by any Interested  Shareholder or any
     Affiliate of any Interested Shareholder; shall require the affirmative vote
     of the  holders of at least 66 2/3  percent of the voting  power of all the
     then-outstanding shares of the capital stock of the Corporation entitled to
     vote generally in the election of directors  (hereinafter in this Article 8
     referred to as the "Voting  Stock.),  voting together as a single class (it
     being  understood  that,  for purposes of this Article 8, each share of the
     Voting  Stock shall have the number of votes  granted to it pursuant to the
     Certificate  of  Incorporation,  including any  designation  of the rights,
     powers  and  preferences  of any  class or  series  of  Preferred  Stock (a
     "Preferred  Stock  Designation.)).  Such affirmative vote shall be requried
     notwithstanding  any  other  previsions  [sic] of this  agreement  with any
     national  securities exchange which might otherwise permit a lesser vote or
     not vote,  but such  affirmative  vote shall be required in addition to any
     affirmative  vote of the holders of any  particular  class or series of the
     Voting Stock  required by law or the  Certificate of  Incorporation  or any
     Preferred Stock Designation.

          (2) The term  "Business  Combination"  as used in this Article 8 shall
     mean  any  transaction  which  is  referred  to  in  any  one  or  more  of
     subparagraphs (I) through (v) of paragraph (1 ) of this Section A.

          B.  The  provisions  of  Section  A of this  Article  8  shall  not be
     applicable  to any  particular  Business  Combination,  and  such  Business
     Combination shall require only such affirmative vote as is required by law,
     any other  provision of this  Certificate of  Incorporation,  any Preferred
     Stock Designation or any agreement with any national  securities  exchange,
     if, in the case of a Business Combination that does not involve any cash or
     other  consideration being received by the stockholders of the Corporation,
     solely in their  respective  capacities as stockholders of the Corporation,
     the condition  specified in the following  paragraph (1) is met, or, in the
     case of any other Business Combination,  the conditions specified in either
     of the following paragraphs (1 ) and (2) are met:

          (1) The Business Combination shall have been approved by a majority of
     the Continuing Directors (as hereinafter  defines),  even if the Continuing
     Directors do not  constitute a quorum of the entire Board of Directors,  it
     being  understood  that this condition shall not be capable of satisfaction
     unless there is at least one Continuing Director.

          (2) All the following conditions shall have been met:

          (i) The  consideration  to be  received  by  holders  of  shares  of a
     particular  class of  outstanding  Voting  Stock shall be in cash or in the
     same form as the Interested  Shareholder  has paid for shares of such class
     of Voting Stock within the two-year period ending on and including the date
     on which the Interested  Shareholder became an Interested  Shareholder (the
     Determination  Date").  If, within such  two-year  period,  the  Interested
     Shareholder  has paid for shares of any class of Voting  Stock with varying
     forms of consideration,  the form of consideration to be received per share
     by holders of shares of such class of Voting  Stock shall be either cash or
     the form used to  acquire  the  largest  number of shares of such  class of
     Voting Stock  acquired by the Interested  Shareholder  within such two-year
     period.

          (ii) The  aggregate  amount  of (x) the  cash and (y) the Fair  Market
     Value, as of the date (the "Consummation  Date") of the consummation of the
     Business Combination shall be at least equal to the higher of the following
     (it being intended that the  requirements of this paragraph 2 (ii) shall be
     required to be met with respect to all shares of Common  Stock  outstanding
     whether or not the  Interested  Shareholder  has  previously  acquired  any
     shares of Common Stock)

          (a) (if  applicable)  the  highest  per  share  price  (including  any
     brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
     the  Interested  Shareholder  for any shares of Common Stock acquired by it
     within  the  two-year  period  immediately  prior to the date of the  first
     public  announcement  of the  proposal  of the  Business  Combination  (the
     "Announcement Date") or in the transaction in which it became an Interested
     Shareholder,  whichever is higher,  plus interest  compounded annually from
     the  Determination  Date through the Consummation Date at the prime rate of
     interest  of The Bank of  America  N.T. & S.A.  (or such  other  major bank
     headquartered  in  the  State  of  California  as may  be  selected  by the
     Continuing  Directors)  from  time  to time in  effect  in the  City of San
     Francisco,  less the aggregate  amount of any cash dividends  paid, and the
     Fair Market Value of any  dividends  paid in other than cash, on each share
     of Common Stock from the Determination.  Date through the Consummation Date
     in an amount up to but not  exceeding the amount of interest so payable per
     share of Common Stock; or

          (b)  the  Fair  Market   Value  per  share  of  Common  Stock  on  the
     Announcement Date.

          (iii) The  aggregate  amount  of (x) the cash and (y) the Fair  Market
     Value, as of the Consummation Date, of the consideration other than cash to
     be received per share by holders of shares of any class,  other than Common
     Stock,  of outstanding  Voting Stock shall be at least equal to the highest
     of the following (it being intended that the requirements of this paragraph
     (2) (iii) shall be  required to be met with  respect to every such class of
     outstanding  Voting Stock,  whether or not the Interested  Shareholder  has
     previously acquired any shares of a particular class of Voting Stock):

          (a) (if  applicable)  the  highest  per  share  price  (including  any
     brokerage commissions, transfer taxes and soliciting dealers' fees) paid by
     the  Interested  Shareholder  for any shares of such class of Voting  Stock
     acquired  by it  within  the  two-year  period  immediately  prior  to  the
     Announcement  Date or in the  transaction  in which it became an Interested
     Shareholder,  whichever is higher,  plus interest  compounded annually from
     the  Determination  Date through the Consummation Date at the prime rate of
     interest  of The Bank of  America  N.T.  & S.A (or such  other  major  bank
     headquartered  in the  City  of San  Francisco  as may be  selected  by the
     Continuing  Directors)  from  time  to time in  effect  in the  City of San
     Francisco,  less the aggregate  amount of any cash dividends  paid, and the
     Fair Market Value of any  dividends  paid in other than cash, on each share
     of such  class of Voting  Stock from the  Determination  Date  through  the
     Consummation  Date in an  amount  up to but not  exceeding  the  amount  of
     interest so payable per share of such class of Voting Stock; or

          (b) the Fair Market  Value per share of such class of Voting  Stock on
     the Announcement Date; or

          (c) the highest  preferential amount per share to which the holders of
     shares of such  class of  Voting  Stock  are  entitled  in the event of any
     voluntary  or  involuntary  liquidation,  dissolution  or winding up of the
     Corporation.

          (iv)  After  such  Interested  Shareholder  has  become an  Interested
     Shareholder and prior to the consummation of such Business Combination: (a)
     except as approved by a majority of the Continuing  Directors,  there shall
     have been no failure to declare and pay at the regular  date  therefor  any
     full quarterly  dividends  (whether or not  cumulative) on any  outstanding
     Preferred  Stock;  (b) there shall have been (I) no reduction in the annual
     rate of dividends  paid on the Common Stock (except as necessary to reflect
     any  subdivision of the Common Stock),  except as approved by a majority of
     the  Continuing  Directors,  and (II) an  increase  in such  annual rate of
     dividends  as  necessary  to reflect any  reclassification  (including  any
     reverse  stock  split),  recapitalization,  reorganization  or any  similar
     transaction  which has the effect of  reducing  the  number of  outstanding
     shares of the Common  Stock,  unless the failure so to increase such annual
     rate is approved by a majority of the  Continuing  Directors;  and (c) such
     Interested  Shareholder  shall have not become the beneficial  owner of any
     additional  shares of Voting Stock except as part of the transaction  which
     results in such Interested Shareholder becoming and Interested Shareholder.

          (v)  After  such  Interested  Shareholder  has  become  an  Interested
     Shareholder,  such  Interested  Shareholder  shall  not have  received  the
     benefit,  directly or indirectly  (except  proportionately,  solely in such
     interested Shareholder's capacity as a stockholder of the Corporation),  of
     any loans, advances, guarantees,  pledges, or other financial assistance or
     any tax  credits  or other  tax  advantages  provided  by the  Corporation,
     whether in anticipation of or in connection with such Business  Combination
     or otherwise.

          (vi) A proxy or information statement describing the proposed Business
     Combination  complying with the requirements of the Securities Exchange Act
     of  1934  and the  rules  and  regulations  thereunder  (or any  subsequent
     provisions  replacing such Act, rules or regulations) and setting forth, as
     an exhibit thereto, the opinion of an investment banking firm selected by a
     majority  of the  Continuing  Directors,  or,  if there  are no  Continuing
     Directors, an opinion of the investment banking firm most recently retained
     by the Corporation  before the Interested  Shareholder became an Interested
     Shareholder,  or any successor in interest to such investment banker,  that
     the proposed Business Combination is fair from a financial point of view to
     the stockholders of the Corporation other than the Interested  Shareholder,
     shall be mailed to all  stockholders  of the  Corporation  at least 30 days
     prior to the consummation of such Business Combination (whether or not such
     proxy or  information  statement is required to be mailed  pursuant to such
     Act or subsequent provisions).

          C. For the purposes of this Article 8:

          (1 ) A "person" shall mean any individual,  firm, corporation or other
     entity.

          (2)  "Interested  Shareholder"  shall mean any person  (other than the
     Corporation or any Subsidiary) who or which:

          (i) it is the beneficial  owner,  directly or  indirectly,  of fifteen
     percent (15%) or more of the voting power of the outstanding  Voting Stock;
     or

          (ii) is an  Affiliate  of the  Corporation  and at any time within the
     three-year  period  immediately  prior  to the  date  in  question  was the
     beneficial owner, directly or indirectly,  of fifteen percent (15%) or more
     of the voting power of the then- outstanding Voting Stock; or

          (iii) is an assignee of or has  otherwise  succeeded  to any shares of
     Voting  Stock  which  were  at  any  time  within  the  three-year   period
     immediately  prior  to the  date  in  question  beneficially  owned  by any
     Interested  Shareholder,  if  such  assignment  or  succession  shall  have
     occurred  in the  course of a  transaction  or series of  transactions  not
     involving a public  offering  within the meaning of the  Securities  Act of
     1933.

          (3) A person shall be a "Beneficial owner' of any Voting Stock:

          (i) which  such  person or any of its  Affiliates  or  Associates  (as
     hereinafter defined) beneficially owns, directly or indirectly; or

          (ii) which such person or any of its  Affiliates of Associates has (a)
     the right to acquire (whether such right is exercisable immediately or only
     after the  passage of time),  pursuant  to any  agreement,  arrangement  or
     understanding or upon the exercise of conversion  rights,  exchange rights,
     warrants or options, or otherwise, or (b) the right to vote pursuant to any
     agreement, arrangement or understanding; or

          (iii) which are  beneficially  owned,  directly or indirectly,  by any
     other person with which such person or any of its  Affiliates or Associates
     has  any  agreement,  arrangement  or  understanding  for  the  purpose  of
     acquiring, holding, voting or disposing of any shares of Voting Stock.

          (4) For the purposes of determining  whether a person is an Interested
     Shareholder  pursuant  to  paragraph  (2) of this  section C, the number of
     shares of Voting Stock deemed to be outstanding shall include shares deemed
     owned through  application of paragraph (3) of this section C but shall not
     include any other shares of Voting Stock which may be issuable  pursuant to
     any agreement, arrangement or understanding, or upon exercise of conversion
     rights, warrants or options, or otherwise.


          (5)  "Affiliate"  or "Associate"  shall have the  respective  meanings
     ascribed to such terms in Rule 12b-2 of the General  Rules and  Regulations
     under the  Securities  Exchange  Act of 1934,  as in effect on July 1, 1987
     (the  term  "registrant"  in said  Rule  12b-2  meaning  in this  case  the
     Corporation).

          (6)  "Subsidiary"  means any  corporation  of which a majority  of any
     class  of  equity  security  is  owned,  directly  or  indirectly,  by  the
     Corporation;  provided, however, that for the purposes of the definition of
     Interested  Shareholder  set forth in paragraph  (2) of this section C, the
     term "Subsidiary" shall mean only a corporation of which a majority of each
     class  of  equity  security  is  owned,  directly  or  indirectly,  by  the
     Corporation.

          (7)  "Continuing  Director" means any member of the Board of Directors
     of the Corporation  (the "Board") who is  unaffiliated  with the Interested
     Shareholder  and was a member  of the  Boards  prior  to the time  that the
     Interested Shareholder became an Interested Shareholder,  and any successor
     of  a  Continuing   Director  who  is  unaffiliated   with  the  Interested
     Shareholder  and is  recommended  to  succeed a  Continuing  Director  by a
     majority of Continuing Directors then on the Board.

          (8) "Fair Market Value" means:  (I) in the case of stack,  the highest
     closing sale price during the 30-day period immediately  preceding the date
     in  question  of a share of such stock on the  Composite  Tape for New York
     Stock  Exchange-Listed  Stocks,  or,  if such  stock is not  quoted  on the
     Composite  Tape,  on the New York Stock  Exchange,  or if such stock is not
     listed on such Exchange, on the principal United States securities exchange
     registered under the Securities Exchange Act of 1934 on which such stock is
     listed,  or, if such stock is not listed on any such exchange,  the highest
     closing bid quotation  with respect to a share of such stock during the 30-
     day period  preceding the date in question on the National  Association  of
     Securities Dealers,  Inc. Automated Quotations System or any system then in
     use, or if no such quotations are available, the highest closing sale price
     during the 30-day  period  immediately  preceding the date in question of a
     share of such  stock on any  foreign  exchange(s)  upon which such stock is
     listed,  or, if such stock is not so listed,  the fair market  value on the
     date in  question  of a share of such stock as  determined  by the Board in
     good faith; and (ii) in case of property other than cash or stock, the fair
     market value of such  property on the date in question as determined by the
     Board in good faith.

          (9) In the event of any Business  Combination in which the Corporation
     survives, the phrase "consideration other than cash to be received" as used
     in  paragraphs  (2) (ii) and (2) (iii) of Section B of this Article 8 shall
     include the shares of Common  Stock and/or the shares of any other class of
     outstanding Voting Stock retained by the holders of such shares.

          D. A majority of the total number of authorized  directors (whether or
     not there exist any vacancies in previously authorized directorships at the
     time any such  determination  as is hereinafter in this Section D specified
     is to be made by the Board) shall have the power and duty to determine,  on
     the basis of information known to them after reasonable inquiry,  all facts
     necessary to determine  compliance with this Article 8, including,  without
     limitation,  (1 ) whether a person is an  Interested  Shareholder,  (2) the
     number of shares of Voting  Stock  beneficially  owned by any  person,  (3)
     whether a person is an Affiliate  or Associate of another,  (4) whether the
     applicable conditions set forth in paragraph (2) of section B have been met
     with respect to any Business Combination,  (5) whether the assets which are
     the subject of any Business  Combination  referred to in paragraph (1) (ii)
     of section A have an  aggregate  Fair Market  Value of 10% of the assets of
     the Corporation and its consolidated  subsidiaries as reflected in the most
     recent balance sheet of the Corporation,  and (6) whether the consideration
     to be  received  for  the  insurance  or  transfer  of  securities  by  the
     Corporation  or any Subsidiary in any Business  Combination  referred to in
     paragraph  (1 ) (iii) of section A has an  aggregate  Fair Market  Value of
     $10,000,000 or more.

          E.  Nothing  contained in this Article 8 shall be construed to relieve
     any Interested Shareholder from any fiduciary obligation imposed by law.

                                   
          F. The fact that any Business Combination complies with the provisions
     of  Paragraph 2 of Section B of this  Article 8 shall not be  construed  to
     impose any fiduciary  duty,  obligation or  responsibility  on the Board of
     Directors,  or any member thereof, to approve such Business  Combination or
     recommend its adoption or approval to the  shareholders of the Corporation,
     nor shall such  compliance  limit,  prohibit or  otherwise  restrict in any
     manner the Board of  Directors,  or any  member  thereof,  with  respect to
     evaluations  of, or actions  and  responses  taken with  respect  to,  such
     Business Combination.

          G.   Notwithstanding   any  other  provision  of  the  Certificate  of
     Incorporation  or any provision of law that might otherwise permit a lesser
     vote or not vote,  but in  addition to any vote of the holders of any class
     or  series  of the  stock  of this  Corporation  required  by law or by the
     Certificate of  Incorporation,  the  affirmative  vote of the holders of at
     least  66-213  percent of the voting  power of all of the then  outstanding
     shares of Voting Stock, voting together as a single class shall be required
     to amend or repeal Article 8.

                                    ARTICLE 9

          The  Corporation  elects  not to be  governed  by  Section  203 of the
     Delaware General Corporation Law.

                                 * * * * * * * *

          NDE  Environmental   Corporation,   a  Delaware  corporation,   hereby
     certifies   that  the  foregoing   Amended  and  Restated   Certificate  of
     Incorporation, which restates, integrates and further amends the provisions
     of the  Certificate  of  Incorporation  of this  corporation  as heretofore
     amended or supplemented,  has been duly adopted by the corporation's  Board
     of Directors and  stockholders  in accordance  with Sections 242 and 245 of
     the Delaware General Corporation Law.

          IN  WITNESS  WHEREOF,   said  corporation  has  caused  this  Restated
     Certificate of Incorporation  to be signed by its duly authorized  officers
     this 22 day of May, 1966.



                                       NDE ENVIRONMENTAL CORPORATION

                                       By:       /s/ A. DANIEL SHARPLIN
                                                 -------------------------------
                                                 A. Daniel Sharplin, President

ATTEST:
/s/ ERIC J.(RICK)  HOPKINS
-----------------------------------
Eric J. (Rick) Hopkins, Secretary