EXHIBIT 3.1


                RESTATED AND AMENDED ARTICLES OF INCORPORATION OF
                           ALLIED DEVICES CORPORATION
                    (now known as DEEP WELL OIL & GAS, INC.)

         Pursuant to the provisions and subject to the  requirements of Title 7,
Chapter 78 of Nevada Revised  Statutes  (NRS),  specifically,  NRS 78.622 titled
Reorganization under federal law: Powers of corporation, and the acts amendatory
thereof, and hereinafter sometimes referred to as the General Corporation Law of
the State of Nevada,  these Restated and Amended Articles of  Incorporation  are
made by the  above-named  Corporation  having  recently  emerged from Chapter 11
bankruptcy.

         The  undersigned  President of the  Corporation and its Chairman of the
Board,  its only officer and  director,  also an assignee of the entity known as
"Champion,"  and pursuant to a certain  "Order  Confirming  Liquidating  Plan of
Reorganization"  of the United  States  Bankruptcy  Court in and for the Eastern
District of New York dated  September  10, 2003,  and signed by U.S.  Bankruptcy
Judge  Melanie  L.  Cyganowski,  in the  matter  titled  In re:  Allied  Devices
Corporation,  et al.,  Chapter 11, Case No.  03-80962-511,  a certified  copy of
which has been provided to the Secretary of State,  hereby  affirms and confirms
the following post-bankruptcy Restated and Amended Articles of Incorporation:

                         ARTICLE ONE - NAME AND DURATION

           The name of the corporation  (hereinafter  "Corporation") was "ALLIED
DEVICES  CORPORATION"  but the name is hereby  changed  to "DEEP WELL OIL & GAS,
INC." The Corporation shall have perpetual existence.

                         ARTICLE TWO - PREEMPTIVE RIGHTS

         No  shareholder of the  Corporation  shall have any preemptive or other
right, by reason of his status as a stockholder, to acquire any unissued shares,
treasury shares,  or securities  convertible into shares of the capital stock of
the  Corporation.  This denial of preemptive  rights shall,  and is intended to,
negate any rights which would otherwise be given to stockholders pursuant to NRS
ss. 78.265,  titled Preemptive rights of stockholders in corporations  organized
before October 1, 1991, or a successor statute.

                         ARTICLE THREE - CAPITALIZATION

         The number of shares the  Corporation  is  authorized to issue is fifty
million  (50,000,000)  shares,  having a par value of one mill or one tenth cent
($0.001) per share,  and the  Corporation  is authorized to issue,  and/or grant
options and/or warrants to purchase, or otherwise acquire,  shares of the common
stock of the  Corporation,  upon such  terms and for such  consideration  as the
Board of Directors of the Corporation  shall  determine.  All shares of stock of
this Corporation shall be of the same class, namely,  common capital shares, and
shall have the same rights and preferences.



<PAGE>

         The Corporation is prohibited from issuing  nonvoting equity securities
to the extent  required by section  1123(a)(6) of the United  States  Bankruptcy
Code.

         The total number of issued and outstanding common capital shares, prior
to the  filing  of this  document  with the  Secretary  of  State is  5,048,782.
Pursuant to the  Bankruptcy  Court's  Plan of  Reorganization,  these shares are
hereby reverse-split one (1) for every thirty (30) shares.

                         ARTICLE FOUR -- GOVERNING BOARD

         The governing board of the  Corporation  shall be styled as a "Board of
Directors" and any member of said Board shall be styled as a "Director."

         The  number  of  members   constituting   Board  of  Directors  of  the
Corporation  is a minimum of at least one (1), and the name and address,  either
residence or business,  of the currently  existing single member of the Board of
Directors,  and the Corporation's only officer,  is Mr. David Roff whose address
is 31 Walmer Road, Unit 6, Toronto, Ontario M5R 2W7 Canada

         The  number  of  directors  of  the  Corporation  may be  increased  or
decreased  in the manner  provided in the Bylaws of the  Corporation;  provided,
that the  number of  directors  shall  never be less than  one.  In the  interim
between elections of directors by stockholders  entitled to vote, all vacancies,
including  vacancies  caused  by an  increase  in the  number of  directors  and
including  vacancies resulting from the removal of directors for any reason, may
be filled by the remaining directors, though less than a quorum.

                 ARTICLE FIVE -- ELIMINATING PERSONAL LIABILITY

         The personal liability of the directors and officers of the Corporation
is hereby eliminated to the fullest extent permitted by the General  Corporation
Law of the State of Nevada, as the same may be amended and supplemented.

                         ARTICLE SIX -- INDEMNIFICATION

         The Corporation  shall, to the fullest extent  permitted by the General
Corporation  Law of  the  State  of  Nevada,  as the  same  may be  amended  and
supplemented,  indemnify  any and  all  persons  whom it  shall  have  power  to
indemnify  under  said  Law  from  and  against  any  and  all of the  expenses,
liabilities,  or other  matters  referred to in or covered by said Law,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified  may be entitled under any Bylaw,  agreement,
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity and as to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

                            ARTICLE SEVEN -- PURPOSE

         The  nature of the  business  of the  Corporation  and the  objects  or
purposes to be  transacted,  promoted,  or carried on by it are to engage in and
conduct any lawful business,  activity or enterprise for which  corporations may


                                       2
<PAGE>

be organized under Nevada law. At present,  the reorganized  Corporation intends
to engage in the oil and gas business.

             ARTICLE EIGHT -- AMENDMENT OF ARTICLES OF INCORPORATION

         The Corporation  reserves the right to amend,  alter,  change or repeal
any provision  contained in these Articles of Incorporation in the manner now or
hereafter  prescribed by statute,  and all rights  conferred  upon  stockholders
herein are granted subject to this reservation.

         To the full extent  permitted  under Nevada law, the Board of Directors
shall also have the power and other authority to amend,  alter, change or repeal
any  provision  in the  Corporation's  Articles of  Incorporation.  The Board of
Directors may also take action to change the Corporation's capitalization,  such
as a  reverse-stock  split or forward  split,  so long as it does not require an
amendment to the Corporation's Articles of Incorporation.

                   ARTICLE NINE -- CONTROL SHARES ACQUISITIONS

         The Corporation expressly opts-out of, or elects not to be governed by,
the  "Acquisition of Controlling  Interest"  provisions  contained in NRS ss.ss.
78.378 through 78.3793 inclusive--all as permitted under NRS ss. 78.378.1.

                        ARTICLE TEN -- COMBINATIONS WITH
                             INTERESTED STOCKHOLDERS

         The  Corporation  expressly  opts-out of, and elects not to be governed
by, the "Combinations with Interested  Stockholders" provisions contained in NRS
ss.ss. 78.411 through 78.444, inclusive--all as permitted under NRS ss. 78.434.

                     ARTICLE ELEVEN -- CONFLICTS OF INTEREST

         To the full  extent  contemplated  by Nevada  law, no contract or other
transaction between this Corporation and any other corporation, entity or person
shall be affected by the fact that a director or officer of this  Corporation is
interested in, or is a director or other officer of such other corporation.  Any
director or officer,  individually  or with others,  may be a party to or may be
interested in any  transaction of this  Corporation or any  transaction in which
this Corporation is interested.  Each person who is now or may become a director
or officer of this  Corporation is hereby relieved from and indemnified  against
any liability that might otherwise  obtain in the event such director or officer
contracts with the Corporation for the benefit of such director,  officer or any
firm,  association  or  corporation  in which such  director  or officer  may be
interested in any way, provided such director or officer acts in good faith.

                            ARTICLE TWELVE -- BY-LAWS

         By-laws of this  Corporation  may be adopted by the Board of Directors,
which shall also have the power to alter,  amend or repeal the same from time to
time as permitted under Nevada law.


                                       3
<PAGE>

         Regarding  the legality of, or  authority to file,  these  Restated and
Amended Articles of Incorporation  of the  Corporation,  the undersigned  hereby
certifies as follows:

         In the "Order  Confirming  Liquidating Plan of  Reorganization"  of the
United States Bankruptcy Court in and for the Eastern District of New York dated
September 10, 2003, and signed by U.S.  Bankruptcy  Judge Melanie L. Cyganowski,
in the matter titled In re: Allied Devices Corporation, et al., Chapter 11, Case
No.  03-80962-511,  the U.S. Bankruptcy Court has given the undersigned,  as the
Corporation's  only  director and officer and also, as the assignee of Champion,
broad powers to amend the Corporation's  Articles of Incorporation to effectuate
and  implement  the Court's Plan of  Reorganization.  These  include but are not
limited to the following,  which are set specifically forth on p. 6 through 7 of
the Court's Order:
                  1.  "The  present  management  and Board of  Directors  of the
Debtor are hereby terminated  without further action required by any parties and
David Roff is hereby  appointed  as  Chairman of the Board of  Directors  of New
Allied [the new  Corporation  emerging  from  bankruptcy],  and  Champion  shall
appoint  such  other  directors,  as  Champion,  in its  sole  discretion  deems
appropriate."
                  2. "All Class 4 Interests  [common  stockholder  interests] in
the Debtor shall be immediately  deemed to be reversed at a ratio of 30:1, based
on the existence of 5,048,782  shares,  without  further action  required by any
party."
                  3.  "Champion is herewith  authorized to amend the Articles of
Incorporation and Bylaws of New Allied to (i) effect a quasi-reorganization  for
accounting  purposes,   (ii)  provide  the  maximum   indemnification  or  other
protections  to New  Allied's  officers  and  directors  that is  allowed  under
applicable   law,  (iii)  conform  to  the  provisions  of  the  Plan  and  this
Confirmation  Order, (iv) set the authorized New Stock [stock to be issued after
emergence from  bankruptcy] at fifty (50) million,  post-reverse  split, and (v)
take all action necessary and appropriate to carry out the terms of the Plan."
                  4.  "The  Board  of   Directors  of  New  Allied  is  herewith
authorized,  without seeking or obtaining  shareholder  approval to take any and
all actions  necessary  or  appropriate  to  effectuate  any  amendments  to New
Allied's  Certificate of  Incorporation  and/or Bylaws called for under the Plan
and the Board of Directors  and officers of New Allied are hereby  authorized to

                                       4
<PAGE>

execute,  verify,  acknowledge,  file and  publish  any and all  instruments  or
documents that may be required to accomplish the same."

         Based on the  provisions  of the  Bankruptcy  Court's Order and Plan of
Reorganization  quoted  above and the  authority  provided by NRS 78.622  titled
Reorganization  under federal law:  Powers of  corporation,  these  Restated and
Amended  Articles  of  Incorporation  have been  duly and  lawfully  adopted  in
accordance with Nevada law.

         IN WITNESS WHEREOF, the undersigned hereby certifies that, as set forth
above,  he has  been  authorized  by the  U.S.  Bankruptcy  Court in and for the
Eastern District of New York and, as the lawful assignee of Champion, to execute
these Restated and Amended  Articles of  Incorporation  of what is now DEEP WELL
OIL & GAS, INC.,  formerly ALLIED DEVICES  CORPORATION,  on this day of October,
2003;  further,  this document  correctly sets forth the text of the articles of
incorporation as amended to the date hereof.




                                -----------------------------------------------
                                David Roff, President and Chairman of the Board




                                       5