Exhibit 3.1
 CERTIFICATE OF INCORPORATION
OF
ENCORE WIRE CORPORATION
        Section 1 Voting Rights
 Convertible Preferred Stock
 Common Stock
 Section 2 Dividends
 Convertible Preferred Stock
 Common Stock




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Section 3 No Redemption
 Section 4 Preference on Liquidation, Dissolution or Winding Up
 Definition
 Distribution of Assets
 Partial Payments to be Made Ratably
 Distribution to Holders of Common Stock




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Section 5 Conversion Right
 Optional Conversion
 Number of Shares
 Mechanics of Conversion
 Fractional Shares




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Conversion Adjustments
 Stock Dividends
 Combination of Stock
 Reorganizations




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Rounding of Calculations; Adjustments
 Timing of Issuance of Additional Common Stock Upon Certain Adjustments
 Statement Regarding Adjustments
 Notice to Holders




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Costs
 Reservation of Shares
 Approvals
 Valid Issuance
 Section 6 Limitations




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Name
    
    AddressVincent A. Rego
    
    407 Thompson DriveRichardson, Texas 75080Donald M. Spurgin
    
    178 SkylinePlano, Texas 75074A. A. Gingel
    
    31010 San ClamenteHayward, California 94920James Mitchell
    
    186 St. Thomas WayParadise KeyTiberon, California 94920Jack ONeill
    
    4410 West 82nd TrailPrairie Village, Kansas 66208




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/s/  David L. EmmonsDavid L. Emmons




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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
ENCORE WIRE CORPORATION
  FIRST
  Reorganizations




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SECOND
 THIRD
  ENCORE WIRE CORPORATIONBy:
    /s/  Vincent A. RegoVincent A. Rego,Chairman of the Board of Directors




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[Corporate Seal]
ATTEST:/s/  Donald M. SpurginDonald M. SpurginSecretary




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CERTIFICATE OF CORRECTION FILED TO CORRECT
A CERTAIN ERROR IN THE CERTIFICATE OF AMENDMENT
OF THE CERTIFICATE OF INCORPORATION
OF ENCORE WIRE CORPORATION
FILED IN THE OFFICE OF THE SECRETARY OF STATE
OF DELAWARE ON APRIL 24, 1989




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ENCORE WIRE CORPORATIONBy:
    /s/  Vincent A. RegoVincent A. Rego,Chairman of the Board of Directors ATTEST:By:
    /s/  Donald M. SpurginDonald M. SpurginSecretary




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CERTIFICATE OF AMENDMENT
 TO THE
 CERTIFICATE OF INCORPORATION OF
 ENCORE WIRE CORPORATION




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ENCORE WIRE CORPORATIONBy:
    /s/  Donald M. SpurginDonald M. Spurgin, President ATTEST:By:
    /s/  Nicholas B. VitaNicholas B. Vita, Secretary




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CERTIFICATE OF AMENDMENT
 TO THE
 CERTIFICATE OF INCORPORATION OF
 ENCORE WIRE CORPORATION
         (a)
    
    the designation of such series,
the number of shares to constitute such series and the stated
value thereof if different from the par value thereof;




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(b)
    
    whether the shares of such series
shall have voting rights, in addition to any voting rights
provided by law, and, if so, the terms of such voting rights,
which may be general or limited;(c)
    
    the dividends, if any, payable on
such series, whether any such dividends shall be cumulative,
and, if so, from what dates, the conditions and dates upon which
such dividends shall be payable, the preference or relation
which such dividends shall bear to the dividends payable on any
shares of stock of any other class or any other series of this
class;(d)
    
    whether the shares of such series
shall be subject to redemption by the corporation, and, if so,
the times, prices and other conditions of such redemption;(e)
    
    by the amount or amounts payable
upon shares of such series upon, and the rights of the holders
of such series in, the voluntary or involuntary liquidation,
dissolution or winding up, or upon any distribution of the
assets, of the corporation;(f)
    
    whether the shares of such series
shall be subject to the operation of a retirement or sinking
fund and, if so, the extent to and manner in which any such
retirement or sinking fund shall be applied to the purchase or
redemption of the shares of such series for retirement or other
corporate purposes and the terms and provisions relative to the
operation thereof;(g)
    
    whether the shares of such series
shall be convertible into, or exchangeable for, shares of stock
of any other class or any other series of this class or any
other securities and, if so, the price or prices or the rate or
rates of conversion or exchange and the method, if any, of
adjusting the same, and any other terms and conditions of
conversion or exchange;(h)
    
    the limitations and restrictions,
if any, to be effective while any shares of such series are
outstanding upon the payment of dividends or the making of other
distributions on, and upon the purchase, redemption or other
acquisition by the corporation of, the Common Stock or shares of
stock of any other class or any other series of this class;(i)
    
    the conditions or restrictions,
if any, upon the creation of indebtedness of the corporation or
upon the issue of any




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additional stock, including additional shares of such series
or of any other series of this class or of any other class;
and
 (j)
    
    any other powers, preferences and
relative, participating, optional and other special rights, and
any qualifications, limitations and restrictions thereof.




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ENCORE WIRE CORPORATIONBy:
    /s/  Donald M. SpurginDonald M. Spurgin, President ATTEST:By:
    /s/  Nicholas B. VitaNicholas B. Vita, Secretary




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CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ENCORE WIRE CORPORATION
  FIRST
   (i)
    
    Two Million (2,000,000) shares, par value $.01 per share, to be
designated Preferred Stock; and(ii)
    
    Forty Million (40,000,000) shares, par value $.01 per share, to
be designated Common Stock.
 SECOND
 THIRD




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FOURTH
  ENCORE WIRE CORPORATIONBy:
    /s/  Vincent A. RegoVincent A. Rego, Chairman andChief Executive Officer ATTEST:/s/  Frank J. BilbanFrank J. Bilban, Secretary




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CERTIFICATE OF OWNERSHIP AND MERGER
of
EWC GP CORP.
(a Delaware corporation)
with and into
ENCORE WIRE CORPORATION
(a Delaware corporation)
 (UNDER SECTION 253 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE)
   (a)
    
    Encore Wire Corporation, a Delaware corporation (the
Corporation); and(b)
    
    EWC GP Corp., a Delaware corporation (EWC GP).
    Exhibit A




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ENCORE WIRE CORPORATIONBy:
    /s/  Daniel L. JonesName:
    Daniel L. JonesTitle:
    President




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EXHIBIT A
 Relating to Merger of EWC GP Corp, into and with Encore Wire Corporation (the
Corporation)
       Relating to Further Authorization




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Relating to Ratification of Prior Acts