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                                                                     Exhibit 3.1

                                     AMENDED
                            ARTICLES OF INCORPORATION
                              WESTOWER CORPORATION

                                    ARTICLE I

                                      NAME

The name of this corporation is Westower Corporation. The corporation is
incorporated under Title 23B RCW, and has perpetual existence.

                                   ARTICLE II

                                     SHARES

      2.1 Authorized Shares. The number of shares the corporation is authorized
to issue is 25,000,000 shares of Common Stock, having a par value of $.01 per
share.

      2.2 Consideration For Shares. Shares may be issued for consideration
consisting of any tangible or intangible property or benefit to the corporation,
including cash, promissory notes, services performed, contracts for services to
be performed, or other securities of the corporation, as may be authorized by
the board of directors. The board of directors may determine that the
consideration received or to be received for the shares to be issued is
adequate; when the corporation has received the consideration so determined, the
shares issued therefor will be fully paid and nonassessable.

      2.3 No Cumulative Voting The shareholders are not entitled to cumulate
votes at any election of directors.

      2.4 No Preemptive Right. The shareholders do not have any preemptive right
to acquire unissued shares or securities convertible into or carrying a right to
subscribe for or acquire shares.
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                                   ARTICLE III

                           REGISTERED OFFICE AND AGENT

      The street address of the corporation's initial registered office is 1420
Fifth Avenue, Suite 4100, Seattle, Washington 98101-2338, and the name of its
initial registered agent at that office is LPSL Corporate Services, Inc.

                                   ARTICLE IV

                                  INCORPORATOR

      The incorporator is LPSL Corporate Services, Inc., 1420 Fifth Avenue,
Suite 4100, Seattle, Washington 98101-2338.

                                    ARTICLE V

                                    DIRECTORS

      The number of directors will be fixed, and may be increased or decreased,
from time to time by the process specified in the bylaws. The names and
addresses of the individuals who are to serve as initial directors are: Calvin
Jay Payne, Stanley Roy Jeffrey and Walter Friesen.

                                   ARTICLE VI

                       LIMITATION OF DIRECTORS' LIABILITY

      Any personal liability of a director to the corporation or its
shareholders for monetary damages for conduct as a director is eliminated,
except for any liability for any acts or omissions that involve intentional
misconduct by a director or a knowing violation of law by a director, for
conduct violating RCW 23B.08.310, for any transaction from which the director
will personally receive a benefit in money, property, or services to which the
director is not legally entitled, or for any act or omission occurring prior to
the date when this Article becomes effective. If after this Article becomes
effective the Washington Business Corporation Act is amended to authorize
further elimination or limitation of liability of a director, then, upon the
effective date of the amendment, the liability of a director shall be further
eliminated and limited without further act to the fullest extent so authorized.
No amendment or repeal of these Articles of Incorporation shall reduce the
extent of any elimination or limitation of liability of a director existing
immediately prior to the amendment or repeal.
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                                   ARTICLE VII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

      7.1 Right to Indemnification. EACH INDIVIDUAL (including an individual's
personal representative) who was or is made a party or is threatened to be made
a party to, or is otherwise involved (including, without limitation, as a
witness) in, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative, investigative or by or in the right of
the corporation, or otherwise (a "Proceeding") because the individual or another
individual of whom the individual is a personal representative:

            (a) is or was a director or officer of the corporation or any
      predecessor entity, or

            (b) being or having been such a director or officer, is or was
      serving at the request of the corporation or any predecessor entity as a
      director, officer, partner, trustee, employee, agent, or in any other
      relationship or capacity whatsoever, of any other foreign or domestic
      corporation, partnership, joint venture, employee benefit plan or trust or
      other trust, enterprise or other private or governmental entity, agency,
      board, commission, body or other unit whatsoever ((a) and (b)
      collectively, an "Indemnitee")

SHALL BE INDEMNIFIED AND HELD HARMLESS by the corporation to the fullest extent
not prohibited by the Washington Business Corporation Act as the same exists or
may hereafter be amended (but, in the case of any amendment, only to the extent
that the amendment does not prohibit the corporation from providing broader
indemnification rights than prior to the amendment) IF the Indemnitee acted in
good faith and reasonably believed the Indemnitee's conduct was in the
corporation's best interests (in the case of conduct in the Indemnitee's
official capacity with the corporation) and (in all other cases) was at least
not opposed to the corporation's best interests and is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances
("Corporation's Standards for Indemnification"), WITHOUT REGARD TO the
limitations in RCW 23B.08.510 through 23B.08.550, AND WHETHER OR NOT the
Indemnitee met the standard of conduct set forth in RCW 23B.08.510 or any other
standard of conduct set forth in RCW 23B.08.500 through RCW 23B.08.580,
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AGAINST ALL DIRECT AND INDIRECT EXPENSES, LIABILITIES AND LOSSES (including but
not limited to attorneys fees, judgments, settlements, penalties, fines, ERISA
and employee benefit plan and other excise taxes and other taxes and penalties,
environmental and remediation expenses, settlements, penalties and fines, and
other adverse effects) that are actually incurred or suffered by the Indemnitee
in connection with the Proceeding (whether or not the basis of the Proceeding is
alleged conduct, action or inaction in an official capacity as a director,
officer, partner, trustee, employee, agent, or in any other relationship or
capacity whatsoever).

      The indemnification granted in this Article is a contract right and
includes the right to payment by, and the right to receive reimbursement from,
the corporation of all the Indemnitee's expenses as they are incurred, including
advances in advance of final disposition of the Proceeding. The term "expenses"
as used in this Article includes without limitation all counsel and attorneys'
fees and costs.

       Notwithstanding the foregoing, an advance for expenses incurred by an
Indemnitee who is a party to a Proceeding because the Indemnitee is or was a
director of the corporation or any predecessor entity shall be made in advance
of final disposition of the Proceeding only upon receipt by the corporation of
(i) a written undertaking (hereinafter an "undertaking") executed personally or
on the Indemnitee's behalf to repay the advance if and to the extent it is
ultimately determined by order of a court having jurisdiction (which
determination shall become final upon expiration of all rights to appeal,
hereinafter a "final adjudication") that the Indemnitee is not entitled to be
indemnified for such expenses under this Article, and (ii) a written affirmation
by the Indemnitee of the Indemnitee's good faith belief that the Indemnitee has
met the Corporation's Standards for Indemnification as defined in this Article
for the amount claimed.

The undertaking must be an unlimited general obligation of the Indemnitee,
unsecured and without reference to financial ability to make repayment.

      7.2 Court-Ordered Indemnification or Advance: Presumption. If any claim
for indemnification or advance of expenses under Section 7.1 of this Article is
not paid in full by the corporation within 30 days after a written claim has
been received by the corporation, the Indemnitee may at any time thereafter
apply for indemnification or advance of expenses to the court conducting the
Proceeding or to another court of competent jurisdiction. If the Indemnitee is
successful in whole or in part in any such application, the corporation shall
also pay to Indemnitee all the Indemnitee's expenses in connection with the
application.
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The Indemnitee shall be presumed to be entitled to indemnification and advances
of expenses under this Article upon the corporation's receipt of Indemnitee's
written claim (and in any application to a court for indemnification or advance
of expenses), and thereafter the corporation shall have the burden of proof to
overcome that presumption.

Neither the fact that the corporation (including its board of directors, special
legal counsel or its shareholders under RCW 23B.08.550, or otherwise) did, nor
the fact that the corporation (including its board of directors, special legal
counsel or its shareholders under RCW 23B.08.550, or otherwise) did not, make a
determination that the Indemnitee is or is not entitled to indemnification or
advance of expenses, shall be a defense to the application or create a
presumption that the Indemnitee is not so entitled.

If the Indemnitee applies to a court having jurisdiction for determination of
the right to indemnity or advance of expenses, or amount thereof, the court's
determination shall become final upon expiration of all rights to appeal, and
such a final adjudication shall supersede any other determination made in
accordance with RCW 23B.08.550, or otherwise.

      7.3 Nonexclusivity of Rights, Severability. The right to indemnification
(including but not limited to payment, reimbursement and advances of expenses)
granted in this Article is not exclusive of any other rights that any individual
may have or hereafter acquire under any statute, common law, provision of the
Articles of Incorporation or Bylaws of the corporation, agreement, vote or
resolution of shareholders or disinterested directors, or otherwise.
Notwithstanding any amendment to or repeal of this Article, any Indemnitee shall
be entitled to indemnification and advance of expenses in accordance with the
provisions of this Article with respect to any conduct, acts or omissions of the
Indemnitee occurring prior to the amendment or repeal. If any provision or term
of this Article is determined to be void or unenforceable for any reason, the
remaining provisions and terms shall remain in full force and effect.

       7.4 Insurance, Contracts and Funding:. The corporation may purchase and
maintain insurance, at its expense, to protect itself and any individual
(including an individual's personal representative) who is or was a director,
officer, employee or agent of the corporation or any predecessor entity or who
being or having been such a director or officer, is or was serving at the
request of the corporation or any predecessor entity as a director, officer,
partner, trustee, employee, agent, or in any other relationship or capacity
whatsoever, of any other foreign or domestic corporation, partnership, joint
venture, employee benefit plan or trust or other trust, enterprise or other
private or governmental entity, agency, board, commission, body or other unit
whatsoever, against any expense, liability or loss, whether or not the
corporation would have
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power to indemnify the individual against the same expense, liability or loss
under the Washington Business Corporation Act, or RCW 23B.08.510 or 23B.08.520,
or otherwise. The corporation may grant indemnity, and may enter into contracts
granting indemnity, to any such individual, whether or not in furtherance of the
provisions of this Article, and may create trust funds, grant security interests
and use other means (including, without limitation, letters of credit) to secure
and ensure the payment of indemnification amounts.

      7.5 Partial Indemnification. If an Indemnitee is entitled to
indemnification by the corporation for some or a portion of expenses,
liabilities or losses, but not for the total amount thereof, the corporation
shall nevertheless indemnify the Indemnitee for the portion of the expenses,
liabilities and losses to which the Indemnitee is entitled.

      7.6 Successors and Assigns. All obligations of the corporation to
indemnify any Indemnitee: (i) are binding upon all successors and assigns of the
corporation (including any transferee of all or substantially all of its assets
and any successor by merger or otherwise by operation of law), (ii) are binding
on and inure to the benefit of the spouse, heirs, personal representatives and
estate of the Indemnitee, and (iii) shall continue as to an Indemnitee who has
ceased to be a director, officer, partner, trustee, employee, or agent (or other
relationship or capacity) included in the definition of Indemnitee in Section
7.1 of this Article. The corporation shall not effect any sale or other transfer
of substantially all of its assets, merger, consolidation or other
reorganization unless the purchaser, transferee, successor or surviving entity
(as the case may be) agrees in writing to assume all such obligations of the
corporation.

                                  ARTICLE VIII

                                     BYLAWS

      The board of directors may adopt, amend or repeal the bylaws, or adopt new
bylaws, subject to the reserved power of the shareholders to amend or repeal the
bylaws, or adopt new bylaws, and in amending or repealing a particular bylaw to
provide expressly that the board of directors may not amend or repeal that
bylaw.
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                                   ARTICLE IX

                     AMENDMENT OF ARTICLES OF INCORPORATION

      The corporation reserves the right from time to time to amend, alter,
change or repeal any and all provisions of its Articles of Incorporation by
majority vote of all votes entitled to be cast by the holders of the then
outstanding shares of Common Stock, in any manner now or hereafter prescribed or
permitted by statute. All rights of the shareholders, directors, and officers of
the corporation are granted subject to this reservation.

      IN WITNESS WHEREOF, the undersigned has executed these Articles on June 6,
1997.


                                          LPSL CORPORATE SERVICES; INC

                                          By: /s/ Hartley Paul
                                             -------------------------------
                                             Hartley Paul, Vice President