ARTICLES OF INCORPORATION
                                       OF
                                FEATHERLITE, INC.
                        (As Amended through May 13, 1998)



                                ARTICLE 1 - NAME

     1.1) The name of the corporation shall be Featherlite, Inc.


                          ARTICLE 2 - REGISTERED OFFICE

     2.1 The registered office of the corporation is located at Highway 16 West,
P.O. Box 387, Grand Meadow, Minnesota 55936.


                            ARTICLE 3 - CAPITAL STOCK

     3.1) Authorized Shares;  Establishment of Classes and Series. The aggregate
number of shares the  corporation  has  authority  to issue shall be  50,000,000
shares, which shall have a par value of $.01 per share solely for the purpose of
a statute or regulation  imposing a tax or fee based upon the  capitalization of
the  corporation,  and which  shall  consist  of  40,000,000  common  shares and
10,000,000  undesignated  shares.  The Board of Directors of the  corporation is
authorized to establish from the undesignated  shares, by resolution adopted and
filed in the manner provided by law, one or more classes or series of shares, to
designate  each such class or series  (which may  include  but is not limited to
designation as additional  common  shares),  and to fix the relative  rights and
preferences of each such class or series.

     3.2)  Issuance of Shares.  The Board of  Directors  of the  corporation  is
authorized  from  time to time to  accept  subscriptions  for,  issue,  sell and
deliver  shares of any class or series of the  corporation  to such persons,  at
such  times and upon such terms and  conditions  as the Board  shall  determine,
valuing all nonmonetary consideration and establishing a price in money or other
consideration,  or a minimum price,  or a general formula or method by which the
price will be determined.

     3.3)  Issuance  of Rights to Purchase  Shares.  The Board of  Directors  is
further authorized from time to time to grant and issue rights to subscribe for,
purchase,  exchange  securities for, or convert  securities into,  shares of the
corporation  of any  class  or  series,  and to fix the  terms,  provisions  and
conditions of such rights,  including  the exchange or  conversion  basis or the
price at which such shares may be purchased or subscribed for.

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     3.4) Issuance of Shares to Holders of Another Class or Series. The Board is
further  authorized  to issue  shares of one class or series to  holders of that
class or series or to  holders of another  class or series to  effectuate  share
dividends or splits.

                       ARTICLE 4 - RIGHTS OF SHAREHOLDERS

     4.1) No  Preemptive  Rights.  No  shares  of any  class  or  series  of the
corporation  shall entitle the holders to any preemptive rights to subscribe for
or  purchase  additional  shares of that  class or series or any other  class or
series of the corporation now or hereafter authorized or issued.

     4.2 No Cumulative Voting Rights. There shall be no cumulative voting by the
shareholders of the corporation.


          ARTICLE 5 - MERGER, EXCHANGE, SALE OF ASSETS AND DISSOLUTION

     5.1) Where  approval of  shareholders  is required by law, the  affirmative
vote of the  holders  of at least a majority  of the voting  power of all shares
entitled to vote shall be required to  authorize  the  corporation  (i) to merge
into or with one or more other  corporations,  (ii) to  exchange  its shares for
shares of one or more other  corporations,  (iii) to sell,  lease,  transfer  or
otherwise  dispose  of all or  substantially  all of its  property  and  assets,
including its good will, or (iv) to commence voluntary dissolution.


               ARTICLE 6 - AMENDMENT OF ARTICLES OF INCORPORATION

     6.1) Any  provision  contained in these  Articles of  Incorporation  may be
amended,  altered, changed or repealed by the affirmative vote of the holders of
at least a majority of the voting  power of the shares  present and  entitled to
vote at a duly held  meeting  or such  greater  percentage  as may be  otherwise
prescribed by the laws of the State of Minnesota.


                         ARTICLE 7 - INAPPLICABILITY OF
                   MINNESOTA CONTROL SHARE ACQUISITION STATUTE

     7.1)  Section  302A.671  of  the  Minnesota  Statutes  Annotated  (entitled
"Control Share Acquisitions") shall not apply to this corporation.


                         ARTICLE 8 - INAPPLICABILITY OF
                          BUSINESS COMBINATION STATUTE

     8.1)  Section  302A.673  of  the  Minnesota  Statutes  Annotated  (entitled
"Business Combinations") shall not apply to this corporation.


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                  ARTICLE 9 - LIMITATION OF DIRECTOR LIABILITY

     9.1) To the fullest extent permitted by Chapter 302A,  Minnesota  Statutes,
as the same exists or may hereafter be amended,  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.