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                                                                     EXHIBIT 3.1

                             AMENDED AND RESTATED
                           ARTICLES OF INCORPORATION
                                      OF
                           CATALINA LIGHTING, INC.,

                     (as amended by Articles of Amendment
                   filed July 3, 2001 and November 7, 2001)

                                ARTICLE 1  NAME
                                ---------  ----

          The name of this corporation shall be CATALINA LIGHTING, INC. whose
principal place of business is at 6073 N.W. 167th Street, Suite C-16, Miami,
Florida 33015.

                  ARTICLE II   NATURE OF BUSINESS AND POWERS
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          The general nature of the business to be transacted by this
corporation is to engage in any and all business permitted under the laws of the
United States and the State of Florida.

                             ARTICLE III   CAPITAL
                             -----------   -------

          (1) The aggregate number of shares which the corporation shall have
authority to issue is One Hundred Million (100,000,000) shares of Common Stock
having a par value of one cent ($.01) per share and One Million (1,000,000)
shares of Preferred Stock having a par value of one cent ($.01) per share.

          Shares of Preferred Stock may issued from time to time in one or more
series. The Board of Directors is hereby authorized to fix the voting rights
(but such voting rights, full or limited shall not exceed one vote per share of
Preferred Stock), designations, powers, preferences and the relative
participating, optional or other rights, if any, and the qualifications,
limitations or restrictions thereof, of any wholly unissued series of Preferred
stock, and to fix the number of shares constituting such series, and to increase
or decrease the number of shares of any such series (but not below the number of
shares thereof then outstanding).

          (2) Of the 1,000,000 shares of Preferred Stock, 200,000 shares shall
be designated "Series A Preferred Stock".   The voting rights, designation,
powers, preferences and relative participating, optional or other special rights
and the qualifications, limitations or restrictions of the Series A Preferred
Stock are as set forth below.

          1.  Designation and Amount. The shares of such series will be
              ----------------------
          designated as "Series A Junior Participating Preferred Stock" and the
          number of shares constituting such series will be 200,000. Such number
          of shares may be increased or decreased by resolution of this Board;
          provided, that no decrease will reduce the number of shares of Series
          A Junior Participating Preferred Stock to a number less than the
          number of shares then outstanding plus the number of shares reserved
          for issuance upon the exercise of outstanding options, rights or
          warrants or upon the conversion of any outstanding securities issued
          by the Corporation convertible into Series A Junior Participating
          Preferred Stock.
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     2.   Dividends and Distributions.
          ---------------------------

     (a)  Subject to the prior and superior rights of the holders of any shares
     of any series of Preferred Stock ranking prior and superior to the shares
     of Series A Junior Participating Preferred Stock with respect to dividends,
     the holders of shares of Series A Junior Participating Preferred Stock will
     be entitled to receive, when, as and if declared by this Board out of funds
     legally available for the purpose, quarterly dividends payable in cash on
     the 15th day of January, April, July and October of each year (each, a
     "Quarterly Dividend Payment Date"), commencing on the first Quarterly
     Dividend Payment Date after the first issuance of a share or fraction of a
     share of Series A Junior Participating Preferred Stock, in an amount per
     share (rounded to the nearest cent) equal to the greater of (a) $0.25 or
     (b) subject to the provision for adjustment hereinafter set forth, 1,000
     times the aggregate per share amount of all cash dividends, and 1,000 times
     the aggregate per share amount (payable in kind) of all non-cash dividends
     or other distributions other than a dividend payable in shares of Common
     Stock or a subdivision of the outstanding shares of Common Stock (by
     reclassification or otherwise), declared on the common stock, par value
     $0.01 per share, of the Corporation (the "Common Stock") since the
     immediately preceding Quarterly Dividend Payment Date, or, with respect to
     the first Quarterly Dividend Payment Date, since the first issuance of any
     share or fraction of a share of Series A Junior Participating Preferred
     Stock.  In the event the Corporation at any time after November 21, 2000
     (the "Rights Declaration Date") (i) declares any dividend on Common Stock
     payable in shares of Common Stock, (ii) subdivides the outstanding Common
     Stock or (iii) combines the outstanding Common Stock into a smaller number
     of shares, then in each such case the amount to which holders of shares of
     Series A Junior Participating Preferred Stock were entitled immediately
     prior to such event under clause (b) of the preceding sentence will be
     adjusted by multiplying such amount by a fraction, the numerator of which
     is the number of shares of Common Stock outstanding immediately after such
     event and the denominator of which is the number of shares of Common Stock
     that were outstanding immediately prior to such event.

     (b)  The Corporation will declare a dividend or distribution on the Series
     A Junior Participating Preferred Stock as provided in paragraph (a) above
     as a condition to declaration of a dividend or distribution on the Common
     Stock (other than a dividend payable in shares of Common Stock); provided
     that, in the event that no dividend or distribution has been declared on
     the Common Stock during the period between any Quarterly Dividend Payment
     Date, a dividend of $0.25 per share on the Series A Junior Participating
     Preferred Stock will nevertheless be payable on such subsequent Quarterly
     Dividend Payment Date.

     (c)  Dividends will begin to accrue and be cumulative on outstanding shares
     of Series A Junior Participating Preferred Stock from the Quarterly
     Dividend Payment Date next preceding the date of issue of such shares of
     Series A Junior Participating Preferred Stock, unless the date of issue of
     such shares is prior to the record date for the first Quarterly Dividend
     Payment Date, in which case dividends on such shares will begin to accrue
     from the date of issue of such shares, or unless the date of issue is a
     Quarterly Dividend Payment Date or is a date after the record date for the
     determination of holders
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     of shares of Series A Junior Participating Preferred Stock entitled to
     receive a quarterly dividend and before such Quarterly Dividend Payment
     Date, in either of which events such dividends will begin to accrue and be
     cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
     dividends will not bear interest. Dividends paid on the shares of Series A
     Junior Participating Preferred Stock in an amount less than the total
     amount of such dividends at the time accrued and payable on such shares
     will be allocated pro rata on a share-by-share basis among all such shares
     at the time outstanding. This Board may fix a record date for the
     determination of holders of shares of Series A Junior Participating
     Preferred Stock entitled to receive payment of a dividend or distribution
     declared thereon, which record date will be no more than 30 days prior to
     the date fixed for the payment thereof.

     3.   Voting Rights.  The holders of shares of Series A Junior Participating
          -------------
     Preferred Stock will have the following voting rights:

     (a)  Subject to the provision for adjustment hereinafter set forth, each
     share of Series A Junior Participating Preferred Stock will entitle the
     holder thereof to 1 vote on all matters submitted to a vote of the
     stockholders of the Corporation.  In the event the Corporation at any time
     after the Rights Declaration Date (i) declares any dividend on Common Stock
     payable in shares of Common Stock, (ii) subdivides the outstanding Common
     Stock or (iii) combines the outstanding Common Stock into a smaller number
     of shares, then in each case the number of votes per share to which holders
     of shares of Series A Junior Participating Preferred Stock were entitled
     immediately prior to such event will be adjusted by multiplying such number
     by a fraction, the numerator of which is the number of shares of Common
     Stock outstanding immediately after such event and the denominator of which
     is the number of shares of Common Stock that were outstanding immediately
     prior to such event.

     (b)  Except as otherwise provided herein or by law, holders of Series A
     Junior Participating Preferred Stock will have no special voting rights and
     the holders of shares of Series A Junior Participating Preferred Stock and
     the holders of shares of Common Stock will vote together as one class on
     all matters submitted to a vote of stockholders of the Corporation.

     4.   Certain Restrictions.
          --------------------

     (a)  Whenever quarterly dividends or other dividends or distributions
     payable on the Series A Junior Participating Preferred Stock as provided in
     Section 2 are in arrears, thereafter and until all accrued and unpaid
     ---------
     dividends and distributions, whether or not declared, on shares of Series A
     Junior Participating Preferred Stock outstanding have been paid in full,
     the Corporation will not:

          (i)   declare or pay dividends on, make any other distribution on, or
     redeem or purchase or otherwise acquire for consideration any shares of
     stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Junior Participating Preferred
     Stock;
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          (ii)  declare or pay dividends on or make any other distributions on
     any shares of stock ranking on a parity (either as to dividends or upon
     liquidation, dissolution or winding up) with the Series A Junior
     Participating Preferred Stock, except dividends paid ratably on the Series
     A Junior Participating Preferred Stock and all such parity stock on which
     dividends are payable or in arrears in proportion to the total amounts to
     which the holders of all such shares are then entitled;

          (iii) redeem or purchase or otherwise acquire for consideration any
     shares of any stock ranking junior (either as to dividends or upon
     liquidation, dissolution or winding up) to the Series A Junior
     Participating Preferred Stock, provided that the Corporation may at any
     time redeem, purchase or otherwise acquire shares of any such junior stock
     in exchange for shares of any stock of the Corporation ranking junior
     (either as to dividends or upon dissolution, liquidation or winding up) to
     the Series A Junior Participating Preferred Stock; or

          (iv)  redeem or purchase or otherwise acquire for consideration any
     shares of Series A Junior Participating Preferred Stock, or any shares of
     stock ranking on a parity with the Series A Junior Participating Preferred
     Stock, except (i) in exchange for shares of any stock of the Corporation
     ranking junior (either as to dividends or upon dissolution, liquidation or
     winding up) to the Series A Junior Participating Preferred Stock, or (ii)
     in accordance with a purchase offer made in writing or by publication (as
     determined by this Board) to all holders of such shares upon such terms as
     this Board, after consideration of the respective annual dividend rates and
     other relative rights and preferences of the respective series and classes,
     determines in good faith will result in fair and equitable treatment among
     the respective series or classes.

          (b)   The Corporation will not permit any subsidiary of the
     Corporation to purchase or otherwise acquire for consideration any shares
     of stock of the Corporation unless the Corporation could, under paragraph
     (a) of this Section 4, purchase or otherwise acquire such shares at such
                 ---------
     time and in such manner.

     5.   Reacquired Shares.  Any shares of Series A Junior Participating
          -----------------
     Preferred Stock purchased or otherwise acquired by the Corporation in any
     manner whatsoever will be retired and cancelled promptly after the
     acquisition thereof.  All such shares will upon their cancellation become
     authorized but unissued shares of Preferred Stock and may be reissued as
     Series A Junior Participating Preferred Stock or as part of a new series of
     Preferred Stock to be created by resolution or resolutions of this Board,
     subject to the conditions and restrictions on issuance set forth herein.

     6.   Liquidation, Dissolution or Winding Up.
          --------------------------------------

     (a)  Upon any liquidation (voluntary or otherwise), dissolution or winding
     up of the Corporation, no distribution will be made to the holders of
     shares of stock ranking junior (either as to dividends or upon liquidation,
     dissolution or winding up) to the Series A Junior Participating Preferred
     Stock unless, prior thereto, the holders of shares of Series A Junior
     Participating Preferred Stock will have received $1,000 per share, plus an
     amount equal to accrued and unpaid dividends and distributions thereon,
     whether or not
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     declared, to the date of such payment (the "Series A Liquidation
     Preference"). Following the payment of the full amount of the Series A
     Liquidation Preference, no additional distributions will be made to the
     holders of shares of Series A Junior Participating Preferred Stock unless,
     prior thereto, the holders of shares of Common Stock will have received an
     amount per share (the "Common Adjustment") equal to the quotient obtained
     by dividing (i) the Series A Liquidation Preference by (ii) 1,000 (as
     appropriately adjusted as set forth in subparagraph (c) below to reflect
     such events as stock splits, stock dividends and recapitalizations with
     respect to the Common Stock) (such number in clause (ii), the "Adjustment
     Number"). Following the payment of the full amount of the Series A
     Liquidation Preference and the Common Adjustment in respect of all
     outstanding shares of Series A Junior Participating Preferred Stock and
     Common Stock, respectively, holders of Series A Junior Participating
     Preferred Stock and holders of shares of Common Stock will receive their
     ratable and proportionate share of remaining assets to be distributed in
     the ratio of the Adjustment Number to one (1) with respect to such
     Preferred Stock and Common Stock, on a per share basis, respectively.

     (b) In the event, however, that there are not sufficient assets available
     to permit payment in full of the Series A Liquidation Preference and the
     liquidation preferences of all other series of Preferred Stock, if any,
     which rank on a parity with the Series A Junior Participating Preferred
     Stock, then such remaining assets will be distributed ratably to the
     holders of such parity shares in proportion to their respective liquidation
     preferences.  In the event that there are not sufficient assets available
     to permit payment in full of the Common Adjustment, then such remaining
     assets will be distributed ratably to the holders of Common Stock.

     (c) In the event the Corporation at any time after the Rights Declaration
     Date (i) declares any dividend on Common Stock payable in shares of Common
     Stock, (ii) subdivides the outstanding Common Stock or (iii) combines the
     outstanding Common Stock into a smaller number of shares, then in each such
     case the Adjustment Number in effect immediately prior to such event will
     be adjusted by multiplying such Adjustment Number by a fraction, the
     numerator of which is the number of shares of Common Stock outstanding
     immediately after such event and the denominator of which is the number of
     shares of Common Stock that were outstanding immediately prior to such
     event.

     7.  Consolidation, Merger, etc.  If the Corporation enters into any
         --------------------------
     consolidation, merger, combination or other transaction in which the shares
     of Common Stock are exchanged for or changed into other stock or
     securities, cash and/or any other property, then in any such case the
     shares of Series A Junior Participating Preferred Stock will at the same
     time be similarly exchanged or changed in an amount per share (subject to
     the provision for adjustment hereinafter set forth) equal to 1,000 times
     the aggregate amount of stock, securities, cash and/or any other property
     (payable in kind), as the case may be, into which or for which each share
     of Common Stock is changed or exchanged.  In the event the Corporation at
     any time after the Rights Declaration Date (i) declares any dividend on
     Common Stock payable in shares of Common Stock, (ii) subdivides the
     outstanding Common Stock or (iii) combines the outstanding Common Stock
     into a smaller number of shares, then in each such case the amount set
     forth in the preceding
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     sentence with respect to the exchange or change of shares of Series A
     Junior Participating Preferred Stock will be adjusted by multiplying such
     amount by a fraction, the numerator of which is the number of shares of
     Common Stock outstanding immediately after such event and the denominator
     of which is the number of shares of Common Stock that were outstanding
     immediately prior to such event.

     8.   No Redemption.  The shares of Series A Junior Participating Preferred
          -------------
     Stock will not be redeemable.

     9.   Ranking.  The Series A Junior Participating Preferred Stock will rank
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     junior to all other series of the Corporation's preferred stock, if any, as
     to the payment of dividends and the distribution of assets, unless the
     terms of any such series provide otherwise.

     10.  Amendment.  If there is any Series A Junior Participating Preferred
          ---------
     Stock outstanding, the Amended and Restated Certificate of Incorporation of
     the Corporation will not be further amended in any manner that would
     materially alter or change the powers, preferences or special rights of the
     Series A Junior Participating Preferred Stock so as to affect them
     adversely without the affirmative vote of the holders of a majority or more
     of the outstanding shares of Series A Junior Participating Preferred Stock,
     voting separately as a class.

     11.  Fractional Shares.  Series A Junior Participating Preferred Stock may
          -----------------
     be issued in fractions of a share, which will entitle the holder, in
     proportion to such holder's fractional shares, to exercise voting rights,
     receive dividends, participate in distributions and have the benefit of all
     other rights of holders of Series A Junior Participating Preferred Stock.


                             ARTICLE IV   DURATION
                             ----------   --------

          The duration of the Corporation shall be perpetual.

                             ARTICLE V   DIRECTORS
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          The number of directors of this Corporation are as fixed in the By-
Laws.

                        ARTICLE VI   REGISTERED OFFICE
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          The address of the Registered Office of said corporation shall be One
CenTrust Financial Center, 100 S.E. 2nd Street, Miami, Florida 33131.

          The registered agent at that address is Florida Registered Agents,
Inc.
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