**EXHIBIT
      3.1**





**RESTATED**


**ARTICLES
      OF INCORPORATION**


**OF**


**SULPHCO,
      INC.**




ARTICLE
      ONE. [NAME]. The name of the corporation is SULPHCO, INC.




ARTICLE
      TWO. [LOCATION]. Omitted.




ARTICLE
      THREE. [PURPOSES]. The purposes for which the corporation is organized are
      to
      engage in any activity or business not in conflict with the laws of the State
      of
      Nevada or of the United States of America.




ARTICLE
      FOUR. [CAPITAL STOCK]. The corporation shall have the authority to issue an
      aggregate of ONE HUNDRED TEN MILLION (110,000,000) shares of Common Stock,
      Par
      Value $0.001 per share, and TEN MILLION (10,000,000) shares of Preferred Stock,
      Par Value $0.001 per share. Each share shall have one vote on all matters to
      come before stockholders meetings.




All
      Common and Preferred Stock when issued shall be fully paid and non-assessable.
      No holder of shares of Common or Preferred Stock of the corporation shall be
      entitled as such to any pre-emptive or preferential rights to subscribe to
      any
      unissued stock, or any other securities which the corporation may now or
      hereafter be authorized to issue.




The
      corporation's Common and Preferred Stock may be issued and sold from time to
      time for such consideration as may be fixed by the Board of Directors, provided
      that the consideration so fixed is not less than par value.




Holders
      of the corporation's Common and Preferred Stock shall not possess cumulative
      voting rights at any shareholders meetings called for the purpose of electing
      a
      Board of Directors or on other matters brought before stockholders meetings,
      whether they be annual or special.




ARTICLE
      FIVE. [DIRECTORS]. The affairs of the corporation shall be governed by a Board
      of Directors of not less than three (3) persons.




ARTICLE
      SIX. [ASSESSMENT OF STOCK]. The capital stock of the corporation, after the
      amount of the subscription price or par value has been paid in, shall not be
      subject to pay debts of the corporation, and no paid up stock and no stock
      issued as fully paid up shall ever be assessable or assessed.




ARTICLE
      SEVEN. [INCORPORATOR]. Omitted.




ARTICLE
      EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the corporation shall
      be perpetual.









ARTICLE
      NINE. [BY-LAWS]. The initial By-Laws of the corporation shall be adopted by
      its
      Board of Directors. The power to alter, amend, or repeal the By-Laws, or to
      adopt new By-Laws, shall be vested in the Board of Directors, except as
      otherwise may be specifically provided in the By-Laws.




ARTICLE
      TEN. [STOCKHOLDERS' MEETINGS]. Meetings of the stockholders shall be held at
      such place within or without the State of Nevada as may be provided by the
      By-Laws of the corporation. Special meetings of the stockholders may be called
      by the President or any other executive officer of the corporation,
      the Board of Directors, or any member thereof, or by the record holder or
      holders of at least ten percent (10%) of all shares entitled to vote at the
      meeting. Any action otherwise required to be taken at a meeting of the
      stockholders, except election of directors, may be taken without a meeting
      if a
      consent in writing, setting forth the action so taken, shall be signed by
      stockholders having at least a majority of the voting power.




ARTICLE
      ELEVEN. [CONTRACTS OF CORPORATION]. No contract or other transaction between
      the
      corporation and any other corporation, whether or not a majority of the shares
      of capital stock of such other corporation is owned by this corporation, and
      no
      act of this corporation shall in any way be affected or invalidated by the
      fact
      that any of the directors of this corporation are pecuniarily or otherwise
      interested in, or are directors or officers of such other corporation. Any
      director of this corporation, individually, or any firm of which such director
      may be a member, may be a part to, or may be pecuniarily or otherwise interested
      in any contract or transaction of the corporation; provided, however, that
      the
      fact that he or such firm is so interested shall be disclosed or shall have
      been
      known to the Board of Directors of this corporation, or a majority thereof;
      and
      any director of this corporation who is also a director or officer of such
      other
      corporation, or who is so interested, may be counted in determining the
      existence of a quorum at any meeting of the Board of Directors of this
      corporation that shall authorize such contract or transaction, and may vote
      thereat to authorize such contract or transaction, with like force and effect
      as
      if he were not such director or officer of such other corporation or not so
      interested.




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