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                                                                     EXHIBIT 3.1

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                       FRIEDE GOLDMAN INTERNATIONAL INC.


     The Original Certificate of Incorporation of Friede Goldman International
Inc. was filed with the Secretary of State of the State of Delaware on 
February 28, 1997. The Original Certificate of Incorporation is hereby amended
and restated in accordance with Sections 242 and 245 of the General Corporate
Law of the State of Delaware to read in its entirety as follows:

     FIRST:  The name of the corporation is:

                       Friede Goldman International Inc.

     SECOND: The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware
19801.  The name of the registered agent of the corporation at such address is
The Corporation Trust Company.

     THIRD:  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.

     FOURTH: The total number of shares of all classes of capital stock which
the Corporation shall have authority to issue is 30,000,000, of which 5,000,000
shares shall be Preferred Stock, par value $0.01 per share, and 25,000,000
shares shall be Common Stock, par value $0.01 per share.

     A.  Preferred Stock.   (1) Preferred Stock may be issued from time to time
     in one or more series and in such amounts as may be determined by the Board
     of Directors.  The voting powers, designations, preferences and relative,
     participating, optional or other special rights, if any, and the
     qualifications, limitations or restrictions thereof, if any, of the
     Preferred Stock of each series shall be such as are fixed by the Board of
     Directors, authority so to do being hereby expressly granted, and as are
     stated and expressed in a resolution or resolutions adopted by the Board of
     Directors providing for the issue of such series of Preferred Stock (herein
     called the "Directors' Resolution").  The Directors' Resolution as to any
     series shall (a) establish the number of shares constituting, and the
     distinctive designation of, that series, (b) fix the dividend rate, if any,
     of the shares of such series, the payment dates for dividends on shares of
     such series and the date or dates, or the method of determining the date or
     dates, if any, from which dividends on shares of such series shall be
     cumulative, (c) fix the amount or amounts payable on shares of such series
     upon voluntary or involuntary liquidation, dissolution or winding up of the
     affairs of the Corporation, (d) state the price or prices or rate or rates,
     and adjustments, if any, at which, the time or times and the terms and
     conditions upon which, the shares of such series may be redeemed at the
     option of the Corporation or at the option of the holder or holders of
     shares of such series or upon the occurrence of a specified event, and
     state whether such shares may be redeemed for cash, property or rights,
     including securities of the Corporation or another entity; and such
     Directors' Resolution may 
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     (i) limit the number of shares of such series that may be issued, (ii)
     provide for a sinking fund for the purchase or redemption of shares of such
     series and specify the terms and conditions governing the operations of any
     such fund, (iii) grant voting rights to the holders of shares of such
     series, provided that each share shall not have more than one vote per
     share, (iv) impose conditions or restrictions upon the creation of
     indebtedness of the Corporation or upon the issuance of additional
     Preferred Stock or other capital stock ranking on a parity therewith, or
     prior thereto, with respect to dividends or distribution of assets upon
     liquidation, (v) impose conditions or restrictions upon the payment of
     dividends upon, or the making of other distributions to, or the acquisition
     of, shares ranking junior to the Preferred Stock or to any series thereof
     with respect to dividends or distributions of assets upon liquidation, (vi)
     state the time or times, the price or prices or the rate or rates of
     exchange and other terms, conditions and adjustments upon which shares of
     any such series may be made convertible into, or exchangeable for, at the
     option of the holder or the Corporation or upon the occurrence of a
     specified event, shares of any other class or classes or of any other
     series of Preferred Stock or any other class or classes of stock or other
     securities of the Corporation, and (vii) grant such other special rights
     and impose such qualifications, limitations or restrictions thereon as
     shall be fixed by the Board of Directors, to the extent not inconsistent
     with this Article FOURTH and to the full extent now or hereafter permitted
     by the laws of the State of Delaware.

     (2) Except as by law expressly provided, or except as may be provided in
     any Directors' Resolution, the Preferred Stock shall have no right or power
     to vote on any question or in any proceeding or to be represented at, or to
     receive notice of, any meeting of stockholders of the Corporation.

     (3) Preferred Stock that is redeemed, purchased or retired by the
     Corporation shall assume the status of authorized but unissued Preferred
     Stock and may thereafter, subject to the provisions of any Directors'
     Resolution providing for the issue of any particular series of Preferred
     Stock, be reissued in the same manner as authorized but unissued Preferred
     Stock.

     B.  Common Stock.   All shares of the Common Stock of the Corporation shall
     be identical and except as otherwise required by law or as otherwise
     provided in the Directors' Resolution or Resolutions, if any, adopted by
     the Board of Directors with respect to any series of Preferred Stock, the
     holders of the Common Stock shall exclusively possess all voting power, and
     each share of Common Stock shall have one vote.

     FIFTH:  The business and affairs of the Corporation shall be managed and
controlled by its Board of Directors.  The number of directors constituting the
Board of Directors shall be fixed by the Board of Directors, but shall not be
less than three or more than 15.  The directors shall be divided into three
classes, designated Class I, Class II and Class III.  The initial term for
directors in Class I shall expire at the annual meeting of stockholders to be
held in 1998; the initial term for directors in Class II shall expire at the
annual meeting of stockholders to be held in 1999; and the 

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initial term for directors in Class III shall expire at the annual meeting of
stockholders to be held in 2000.

     At the expiration of the initial term of each class of directors, and of
each succeeding term of each class, each class of directors shall be elected to
serve until the annual meeting of stockholders held three years from such
expiration and until their successors are elected and qualified or until their
earlier death, resignation, removal or retirement.  Any increase or decrease in
the number of directors constituting the Board shall be apportioned among the
classes so as to maintain the number of directors in each class as nearly as
possible to one-third the whole number of directors as so adjusted. Any director
elected or appointed to fill a vacancy shall hold office for the remaining term
of the class to which such directorship is assigned.  No decrease in the number
of directors constituting the Corporation's Board of Directors shall shorten the
term of any incumbent director.  Any vacancy in the Board of Directors, whether
arising through death, resignation or removal of a director, or through an
increase in the number of directors of any class, shall be filled by the
majority vote of the remaining directors.  The Bylaws may contain any provision
regarding classification of the Corporation's directors not inconsistent with
the terms hereof.

     A director of the Corporation may be removed only for cause and only upon
the affirmative vote of the holders of a majority of the outstanding capital
stock of the Corporation entitled to vote at an election of directors, subject
to further restrictions on removal, not inconsistent with this Article FIFTH, as
may be contained in the Bylaws.

     Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorships shall be governed by the
terms of this Certificate of Incorporation applicable thereto, and such
directors so elected shall not be divided into classes pursuant to this Article
FIFTH unless expressly provided by such terms.

     SIXTH:  The following provisions are inserted for the management of the
business and the conduct of the affairs of the Corporation, and for further
definition, limitation and regulation of the powers of the Corporation and of
its directors and stockholders:

     A.  The Board of Directors is authorized to alter, amend or repeal the
     Bylaws or adopt new Bylaws of the Corporation.  The stockholders shall not
     repeal or change the Bylaws of the Corporation unless such repeal or change
     is approved by the affirmative vote of the holders of not less than 80% of
     the total voting power of all shares of stock of the Corporation entitled
     to vote in the election of directors, considered for the purposes of this
     paragraph A as a single class.

     B.  Election of directors need not be by written ballot unless the Bylaws
     so provide.

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     C.  In addition to the powers herein or by statute expressly conferred upon
     the Corporation's directors, the Corporation's directors are hereby
     empowered to exercise all such powers and do all such acts and things as
     may be exercised or done by the Corporation, subject, nevertheless, to the
     provisions of the statutes of Delaware, this Certificate of Incorporation,
     and any Bylaws adopted by the stockholders; provided, however, that no
     Bylaws hereafter adopted shall invalidate any prior act of the directors
     which would have been valid if such Bylaws had not been adopted.

     D.  No action shall be taken by the stockholders except at an annual or
     special meeting with prior notice and a vote.  No action shall be taken by
     the stockholders by written consent.

     SEVENTH:  The books of the Corporation may be kept (subject to any
provision contained in the statutes) outside the State of Delaware at such place
or places as may be designated from time to time by the Board of Directors or in
the Bylaws of the Corporation.

     EIGHTH:  The Board of Directors is hereby authorized to create and issue,
whether or not in connection with the issuance and sale of any of its stock or
other securities, rights (the "Rights") entitling the holders thereof to
purchase from the Corporation shares of capital stock or other securities.  The
times at which and the terms upon which the Rights are to be issued will be
determined by the Board of Directors and set forth in the contracts or
instruments that evidence the Rights.  The authority of the Board of Directors
with respect to the Rights shall include, but not be limited to, determination
of the following:

     (a) The initial purchase price per share of the capital stock or other
     securities of the Corporation to be purchased upon exercise of the Rights.

     (b) Provisions relating to the times at which and the circumstances under
     which the Rights may be exercised or sold or otherwise transferred, either
     together with or separately from, any other securities of the Corporation.

     (c) Provisions that adjust the number or exercise price of the Rights or
     amount or nature of the securities or other property receivable upon
     exercise of the Rights in the event of a combination, split or
     recapitalization of any capital stock of the Corporation, a change in
     ownership of the Corporation's securities or a reorganization, merger,
     consolidation, sale of assets or other occurrence relating to the
     Corporation or any capital stock of the Corporation, and provisions
     restricting the ability of the Corporation to enter into any such
     transaction absent an assumption by the other party or parties thereto of
     the obligations of the Corporation under such Rights.

     (d) Provisions that deny the holder of a specified percentage of the
     outstanding securities of the Corporation the right to exercise the Rights
     and/or cause the Rights held by such holder to become void.

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     (e) Provisions that permit the Corporation to redeem the Rights.

     (f) The appointment of one or more agents to take specified actions on
     behalf of the Corporation with respect to the Rights.

     NINTH:  No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty by such director as a director; provided, however, that this Article NINTH
shall not eliminate or limit the liability of a director to the extent provided
by applicable law (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 General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit.
No amendment to or repeal of this Article NINTH shall apply to, or have any
effect on, the liability or alleged liability of any director of the Corporation
for or with respect to any acts or omissions of such director occurring prior to
such amendment or repeal.  If the General Corporation Law of the State of
Delaware is amended to authorize corporate action further eliminating or
limiting the personal liability of directors, then the liability of a director
of the Corporation shall be eliminated or limited to the fullest extent
permitted by the General Corporation Law of the State of Delaware, as so
amended.

   TENTH:    The provisions set forth in this Article TENTH and Articles FIFTH,
SIXTH, EIGHTH and NINTH hereof may not be amended, altered, changed, repealed or
rescinded in any respect unless such action is approved by the affirmative vote
of the holders of not less than 80 percent of the total voting power of all
shares of stock of the Corporation entitled to vote in the election of
directors, considered for purposes of this Article TENTH as a single class.  The
voting requirements contained in this Article TENTH and in Article SIXTH hereof
shall be in addition to voting requirements imposed by law, other provisions of
this Certificate of Incorporation or any designation of preferences in favor of
certain classes or series of shares of capital stock of the Corporation.

   ELEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof or on the
application of any receiver or receivers appointed for this Corporation under
(S)291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this Corporation under
(S)279 of Title 8 of the Delaware Code order a meeting of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as a consequence of
such compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, 

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if sanctioned by the court to which the said application has been made, be
binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.


   TWELFTH: The corporation is to have perpetual existence.

     IN WITNESS WHEREOF, this Amended and Restated Certificate of 
Incorporation, which has been duly adopted in accordance with the provisions of 
Sections 242 and 245 of the General Corporate Law of the State of Delaware, has 
been executed by the authorized officer of the Corporation on the 21st day of 
May, 1997.


                                               /s/ James A. Lowe, III 
                                               _________________________________
                                               James A. Lowe, III
                                               General Counsel and Secretary

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