Exhibit 3.1

RESTATED
ARTICLES OF ASSOCIATION
OF
DAKOTA GROWERS PASTA COMPANY



ARTICLE I.   Name:  The name of this Cooperative is Dakota
Growers Pasta Company.

ARTICLE II.  Existence:  The period of existence of this Cooperative
shall be perpetual.

ARTICLE III.  Purposes:  This Cooperative is organized for the
purposes of manufacturing food for human consumption from durum and other grain
products, engaging in any related activity or service in conjunction with the
marketing, manufacturing, processing or utilization of grain, grain products,
grain by-products and other agricultural products.  This Cooperative may engage in any activity within the purpose
for which cooperatives may be organized.

ARTICLE IV.  Cooperative
Organization and Capital Stock:

Section 1.  Authorized
Capital.  This cooperative is a
non-profit membership corporation, organized with Capital Stock.  The Capital Stock as such has no voting
power.  The authorized Capital Stock of
this cooperative is $67,750,000.00, divided in three classes, designated
"Membership Stock", "Equity Stock", and "Preferred
Stock".  The authorized Capital
Stock shall consist of 2000 shares of "Membership Stock, with a par value
of $125 per share, 25,000,000 shares of Equity Stock with a par value of $2.50
per share, and 50,000 shares of Preferred Stock with par value of $100 per
share.  The Cooperative, through its
Board of Directors, shall have the right to authorize stock splits for issued
and outstanding shares of Equity Stock, and to adopt and file Restated Articles
of Association reflecting the new par value of Equity Stock consistent with any
such stock split.

Section 2.  Membership
Stock.Each member of this cooperative is required to own one share
of membership stock for each voting right held.  Membership stock may be held only by producers of agricultural
products and by associations of agricultural producers, including associations,
cooperatives and other entities which are operated on a cooperative basis,
whether such producers or entities are residents of, or organized under the
laws of, the United States, a state or of another jurisdiction or sovereign
nation.  No dividends shall be paid on
membership stock.

Section 3.  Equity
Stock.  Equity Stock may be held
only by members of this Cooperative. 
Noncumulative annual dividends of not greater than six percent (6%) of
par value of Equity Stock may be fixed and declared by the Board of
Directors.  Equity Stock shall be
preferred in liquidation, as provided in Article VI.

Section 4.  Preferred
Stock.  Preferred Stock may be held
by persons who are not members of this Cooperative.  Noncumulative annual dividends of not greater than six percent
(6%) par value of Preferred Stock may be fixed and declared by the Board of Directors.  Preferred Stock is not entitled to
participate, directly or indirectly, in the profits of this Cooperative, upon
dissolution or otherwise, beyond the fixed dividends.  Preferred Stock shall be preferred in liquidation, as provided in
Article VI.

Section 5.  Reservation
of Rights.  The cooperative reserves
the prior right to acquire any stock offered for sale and the right to recall
the stock of any stockholder for the consideration of the then fair market
value.  It is intended to reserve to the
cooperative the prior right to acquire any stock offered for sale and the right
torecall the stock of any stockholder without
limiting the cooperative's exercise of either of said rights.  Provisions for the exercise of said rights
shall be set forth in the Bylaws.

ARTICLE V.  Membership.  Provisions for qualifications, requirements, method of
acceptance, terms, conditions, terminations and other incidents of membership
shall be set forth in the Bylaws.

ARTICLE VI.  Liquidation.The basis and order
of distribution of assets in the event of liquidation is:

| | (a) | First, all debts and
  liabilities of this Cooperative shall be paid;                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (b) | Second, the par value of
  Preferred Stock shall be paid;                                                                                                                                                  
| | (c) | Third, the par value of
  Equity Stock shall be paid;                                                                                                                                                      
| | (d) | Fourth, all patronage and
  other credits shall be paid and retired;                                                                                                                                       
| | (e) | Fifth, the par value of
  Membership Stock shall be paid; and                                                                                                                                              
| | (f) | Sixth, the remaining
  property and assets of this Cooperative shall be distributed among the
  holders of Equity Stock in proportion to their respective distributions of
  the par value of Equity Stock.

ARTICLE VII.  Registered
Agent.  The name and address of the
registered agent of this Cooperative is Tim Dodd, One Pasta Avenue, P.O. Box
21, Carrington, ND  58421.

ARTICLE VIII.  Supersede.These Restated
Articles of Association supersede existing articles and amendments.







Adopted as of
1/6/01.