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                                                                     EXHIBIT 3.1


                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           PHILIP SERVICES CORPORATION

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                     Pursuant to Sections 242 and 245 of the
                        Delaware General Corporation Law

                                   ----------

                  Philip Services Corporation (the "Corporation"), a corporation
organized and existing under the General Corporation Law of the State of
Delaware (as in effect from time to time, the "DGCL"), does hereby certify as
follows:

                  (1) The name of the Corporation is Philip Services
Corporation. The Corporation was originally incorporated under the name Philip
Environmental (Delaware), Inc. The Corporation later changed its name to Philip
Services (Delaware), Inc. and then to Philip Services Corporation. The original
certificate of incorporation of the Corporation was filed with the office of the
Secretary of State of the State of Delaware on July 10, 1991.

                  (2) This Amended and Restated Certificate of Incorporation was
duly adopted by the Board of Directors of the Corporation (the "Board of
Directors") and by the stockholders of the Corporation in accordance with
Sections 228, 242 and 245 of the DGCL.

                  (3) This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the certificate of incorporation of
the Corporation, as heretofore amended or supplemented.

                  (4) The text of the Certificate of Incorporation is amended
and restated in its entirety as follows:

                  FIRST:  The name of the Corporation is

                           PHILIP SERVICES CORPORATION

                  SECOND: The registered office of the Corporation in the State
of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington,
County of Newcastle. The name of its registered agent in the State of Delaware
at such address is Corporation Service Company.

                  THIRD: The purpose of the Corporation is to engage, directly
or indirectly, in any lawful act or activity for which corporations may be
organized under the DGCL.

                  FOURTH: (a) The aggregate number of shares of capital stock
which the Corporation shall have the authority to issue is one hundred million
shares, of which ninety million (90,000,000) shares shall be designated Common
Stock, par value $0.01 per share, and of which ten million (10,000,000) shares
shall be designated Preferred Stock, par value $0.01 per share.

                  (b) Preferred Stock may be issued in one or more series as may
be determined from time to time by the Board of Directors. Authority is hereby
expressly granted to the Board of Directors to authorize the issuance of one or
more series of Preferred Stock, and, to fix by resolution or resolutions
providing for the issue of each such series the voting powers, designations,
preferences, and relative, participating, optional, redemption, conversion,
exchange or other special rights, qualifications, limitations or restrictions of
such series, and the number of shares in



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each series, to the full extent now or hereafter permitted by law. Except to the
extent that the holders of issued and outstanding shares of Preferred Stock are
entitled to vote, the entire voting power for the election of directors shall be
vested exclusively in the holders of Common Stock, who shall be entitled to one
vote for each share of Common Stock held by them of record.

                  FIFTH: (a) The business of the Corporation shall be managed
under the direction of the Board of Directors except as otherwise provided by
law. The number of directors of the Corporation ("Directors") shall be fixed
from time to time by, or in the manner provided in, the by-laws of the
Corporation (the "By-Laws"). Election of Directors need not be by written ballot
unless the By-Laws shall so provide.

                  (b) The vote of the holders of two-thirds of the shares of
capital stock of the Corporation, issued and outstanding and entitled to vote
thereon, shall be necessary at any meeting of stockholders to amend this
Certificate of Incorporation or the By-Laws to provide for the Board of
Directors to be divided into classes, pursuant to Section 141(d) of the DGCL.

                  SIXTH: The Board of Directors may make, alter or repeal the
By-Laws except as otherwise provided in this Certificate of Incorporation and
the By-Laws.

                  SEVENTH: (a) The affirmative vote of the holders of a majority
of the Disinterested Stock (as hereinafter defined) entitled to vote in the
election of Directors, considered for the purposes of this Article SEVENTH as
one class, shall be required for the adoption or authorization of a Business
Combination (as hereinafter defined) with any other Person (as hereinafter
defined) if, as of the record date for the determination of stockholders
entitled to notice thereof and to vote thereon, such other Person is the
beneficial owner, directly or indirectly, of more than twenty percent (20%) of
the outstanding shares of capital stock of the Corporation entitled to vote in
the election of Directors, considered for the purposes of this Article SEVENTH
as one class;

                  (b) The provisions of this Article SEVENTH shall also apply to
a Business Combination with any other Person which at any time has been the
beneficial owner, directly or indirectly, of more than twenty percent (20%) of
the outstanding shares of capital stock of the Corporation entitled to vote in
the election of Directors, considered for the purpose of this Article SEVENTH as
one class, notwithstanding the fact that such other Person has reduced its
stockholdings below twenty percent (20%) if, as of the record date for the
determination of shareholders entitled to notice of and to vote on the Business
Combination, such other Person is an Affiliate (as hereinafter defined) of the
Corporation.

                  (c) Notwithstanding the foregoing, the voting requirements of
the Disinterested Stock under this Article SEVENTH shall not be applicable to
the adoption or authorization of a Business Combination if:

                           (i) The cash, or fair market value of other
         consideration, to be received per share by holders of shares of any
         class of capital stock of the Corporation in such Business Combination
         bears the same or a greater percentage relationship to the market price
         of such shares of capital stock immediately prior to the announcement
         of such Business Combination as the highest per share price (including
         brokerage commissions and/or soliciting dealers' fees) which such other
         Person has theretofore paid for any of such shares of capital stock
         already owned by it bears to the market price of such shares of capital
         stock immediately prior to the commencement of acquisition of such
         shares of capital stock by such other Person; or

                           (ii) The cash, or fair market value or other
         consideration, to be received per share by holders of shares of any
         class of capital stock of the Corporation in such Business Combination
         is not less than the highest per share price (including brokerage
         commissions and/or soliciting dealers' fees) paid by such other Person
         in acquiring any of its holdings of such shares of capital stock.

                  (d)  As used in this Article SEVENTH,

                           (i) 'Affiliate' shall have the meaning set forth in
         Rule 12b-2 of the General Rules and Regulations under the Securities
         Exchange Act of 1934 as in effect on January 1, 2000;



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                           (ii) 'Business Combination' shall include any merger
         or consolidation of the Corporation with or into any other corporation
         or the sale or disposition of all or substantially all of the assets of
         the Corporation to, or any sale or lease to the Corporation or any
         subsidiary thereof in exchange for securities of the Corporation of any
         assets of, any other Person;

                           (iii) 'Disinterested Stock' shall mean the shares of
         capital stock of the Corporation entitled to vote for the election of
         Directors which are not beneficially owned by a Person that is the
         beneficial owner, directly or indirectly, of more than twenty percent
         (20%) of the outstanding shares of capital stock of the Corporation
         entitled to vote in the election of Directors or any other Person that
         is an Affiliate of such Person;

                           (iv) 'Person' shall include any corporation, person
         or other entity (other than the Corporation, any of its subsidiaries or
         a trustee holding stock for the benefit of employees of the Corporation
         or its subsidiaries, or any one of them, pursuant to one or more
         employee benefit plans or arrangements) and any other entity with which
         such Person or Affiliate of such Person has any agreement, arrangement
         or understanding, directly or indirectly, for the purpose of acquiring,
         holding, voting or disposing of capital stock of the Corporation in any
         transaction or series of transactions not involving a 'public offering'
         of the Corporation's capital stock within the meaning of the Securities
         Act of 1933, as amended, together with the successors and assigns of
         such entities;

                           (v) in the event that a particular Person has the
         right to acquire shares of capital stock of the Corporation, pursuant
         to any agreement, or upon exercise of conversion rights, warrants or
         options, or otherwise, such Person shall be deemed to be the beneficial
         owner of such shares; and

                           (vi) the outstanding shares of any class of capital
         stock of the Corporation shall include shares deemed owned through
         application of clause (v) above but shall not include any other shares
         which may be issuable pursuant to any agreement, or upon exercise of
         conversion rights, warrants or options, or otherwise;

                  (e) A majority of the Directors shall have the power and duty
to determine for the purposes of this Article SEVENTH on the basis of
information known to them whether (i) a Person beneficially owns more than
twenty percent (20%) of the outstanding shares of capital stock of the
Corporation entitled to vote in the election of Directors, (ii) a Person is an
Affiliate of another Person or (iii) a Person has an agreement, arrangement or
understanding with any another Person.

                  (f) No amendment to this Certificate of Incorporation shall
amend, alter, change or repeal any of the provisions of this Article SEVENTH,
unless the amendment effecting such amendment, alteration, change or repeal
shall receive the affirmative vote of the holders of sixty-six and two thirds
percent (66 2/3%) of all shares of capital stock of the Corporation entitled to
vote in the election of Directors, considered for the purposes of this Article
SEVENTH as one class.

                  (g) Nothing contained in this Article SEVENTH shall be
construed to relieve any other Person from any fiduciary obligation imposed by
law.

                  EIGHTH: (a) An approval by the holders of a majority of the
Corporation's capital stock at a meeting and entitled to vote thereon shall be
necessary for the Corporation to take any of the following actions:

                  (1) Any issuance of capital stock of the Corporation that will
result in a change of control of the Corporation;

                  (2) any acquisition of the stock or assets of another company
if:

                           (i) any Director or officer or substantial
         stockholder of the Corporation has a 5% or greater interest (or such
         persons collectively have a 10% or greater interest), directly or
         indirectly, in the company or assets to be acquired or in the
         consideration to be paid in the transaction or series of related



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         transactions and the present or potential issuance of capital stock of
         the Corporation, or securities convertible into or exercisable for
         shares of capital stock of the Corporation, that could result in an
         increase in the outstanding capital stock or voting power of the
         Corporation of 5% or more; or

                           (ii) such acquisition, if consummated involves
         issuance or potential issuance of capital stock of the Corporation, or
         securities convertible into or exercisable for shares of capital stock
         of the Corporation, other than a public offering for cash, where:

                                    (A) the capital stock has or will have upon
                          issuance voting power equal to or in excess of 20% of
                          the voting power outstanding before the issuance of
                          the capital stock or securities convertible into or
                          exercisable for the capital stock; or

                                    (B) the number of shares of capital stock to
                          be issued is or will be equal to or in excess of 20%
                          of the number of shares of capital stock outstanding
                          before the issuance of the capital stock; or

                  (3) any transaction other than a public offering involving:

                           (i) the sale or issuance by the Corporation of
         capital stock (or securities convertible into or exercisable for
         capital stock) at a price less than the greater of book or market value
         which, together with related sales by Directors or officers or
         substantial stockholders of the Corporation, equals 20% or more of
         capital stock or 20% or more of the voting power outstanding before the
         issuance; or

                           (ii) the sale or issuance by the Corporation of
         capital stock (or securities convertible into or exercisable for
         capital stock) equal to 20% or more of the capital stock or 20% or more
         of the voting power outstanding before the issuance for less than the
         greater of book or market value of the capital stock.

                  (b) Exceptions for the stockholder approval required in this
Article EIGHTH may be made upon application to the Board of Directors when:

                  (1) the delay in securing stockholder approval would seriously
jeopardize the financial viability of the Corporation; and

                  (2) reliance by the Corporation on this exception is expressly
approved by the Audit Committee or a comparable body of the Board of Directors.

                  In the event that the Corporation is relying on this
exception, the Corporation must mail to all stockholders not later than ten days
before issuance of the securities a letter alerting them to its omission to seek
the stockholder approval that would otherwise be required and indicating that
the Audit Committee or a comparable body of the Board of Directors has expressly
approved the exception.

                  (c) Only shares of capital stock actually issued and
outstanding (excluding treasury shares or shares held by a subsidiary) are to be
used in making any calculation provided for in this Article EIGHTH. Unissued
shares of capital stock reserved for issuance upon conversion of securities or
upon exercise of options or warrants will not be regarded as outstanding.

                  (d) Voting power outstanding as used in this Article EIGHTH
refers to the aggregate number of votes which may be cast by holders of those
securities outstanding which entitle the holders thereof to vote generally on
all matters submitted to the holders of capital stock of the Corporation for a
vote.

                  (e) Any holder of more than either 5% of the number of shares
of capital stock of the Corporation or 5% of the voting power outstanding of the
Corporation shall be considered a substantial stockholder of the Corporation for
purposes of this Article EIGHTH.



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                  NINTH: The Directors shall be protected from personal
liability, through indemnification or otherwise, to the fullest extent permitted
under the DGCL.

                  (a) A Director shall under no circumstances have any personal
liability to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a Director except for those breaches and acts or omissions
with respect to which the DGCL expressly provides that this provision shall not
eliminate or limit such personal liability of Directors. Neither the
modification or repeal of this paragraph (a) of Article NINTH nor any amendment
to the DGCL that does not have retroactive application shall limit the right of
Directors hereunder to exculpation from personal liability for any act or
omission occurring prior to such amendment, modification or repeal.

                  (b) The Corporation shall indemnify each Director and each
officer of the Corporation to the fullest extent permitted by applicable law,
except as may be otherwise provided in the By-Laws, and in furtherance hereof
the Board of Directors is expressly authorized to amend the By-Laws from time to
time to give full effect hereto, notwithstanding possible self-interest of the
Directors in the action being taken. Neither the modification or repeal of this
paragraph (b) of Article NINTH nor any amendment to the DGCL that does not have
retroactive application shall limit the right of Directors and officers of the
Corporation to indemnification hereunder with respect to any act or omission
occurring prior to such modification, amendment or repeal.

                  TENTH: The Corporation shall not enter into any rights plan or
rights agreement without the approval of the holders of at least sixty-six and
two thirds percent (66 2/3%) of all shares of each class of capital stock of the
Corporation entitled to vote in the election of Directors, voting as a class.

                  ELEVENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Certificate of Incorporation in
the manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation; provided however,
that any amendment to Article Tenth of this Certificate of Incorporation shall
require the approval of the holders of at least sixty-six and two-thirds percent
(66 2/3%) of all shares of capital stock of the Corporation entitled to vote in
the election of Directors considered for the purposes of this Article Eleventh
as one class.

                  TWELFTH: The Corporation shall not be governed by Section 203
of the Delaware General Corporation Law.

                  IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation to be executed on its behalf this 19th
day of December, 2002.

                                       PHILIP SERVICES CORPORATION




                                       By: /s/ NOEL ELFANT
                                          --------------------------------------
                                          Noel Elfant
                                          Secretary



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