EXHIBIT 3.1

                                    RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                         STREICHER MOBILE FUELING, INC.


     Pursuant to the provisions of Section 607.1007 of the Florida Business
Corporation Act (the "Act"), the undersigned corporation adopts the following
Restated Articles of Incorporation as adopted by the Board of Directors of
Streicher Mobile Fueling, Inc. on September 17, 2003 without shareholder action
as shareholder action was not required.

                                       I

     The name of the corporation is Streicher Mobile Fueling, Inc. (hereinafter
called the "Corporation"). The address of the principal office and the mailing
address of the Corporation is 800 West Cypress Creek Road, Suite 580, Fort
Lauderdale, Florida 33309.

                                       II

     The purpose for which the Corporation is organized is to engage in the
transaction of any lawful business for which corporations may be incorporated
under the laws of the State of Florida.

                                      III

     The aggregate number of shares of all classes of capital stock which this
Corporation shall have authority to issue is 51,000,000 shares consisting of (i)
50,000,000 shares of common stock, $0.01 par value ("Common Stock") and (ii)
1,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred
Stock").

     The designations and the preferences, limitations and relative rights of
the Common Stock and the Preferred Stock of the Corporation are as follows:

     A. PROVISIONS RELATING TO THE COMMON STOCK.

          1. VOTING PRIVILEGES. Except as otherwise required by law or as may be
provided by the resolutions of the Board authorizing the issuance of any class
or series of Preferred Stock, all rights to vote and all voting power shall be
vested exclusively in the holders of the Common Stock. Each holder of Common
Stock shall have one vote on all matters submitted to the shareholders for each
share of Common Stock standing in the name of such holder on the books of this
Corporation. Except as otherwise required by law, the shares of Common Stock of
this Corporation shall vote as a single class on all matters submitted to the
holders of such Common Stock.

          2. DIVIDENDS. Subject to the rights of the holders of the Preferred
Stock, the holders of Common Stock shall be entitled to share in dividends
ratably with all other holders of Common Stock then outstanding, regardless of
class, when, if and as such dividends are declared paid; provided, however, that
if dividends are declared which are payable in Common Stock (or


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options or warrants for or securities convertible into Common Stock or other
rights to subscribe for or to purchase Common Stock), the dividends payable to
holders of Common Stock will be paid in shares of Common Stock (or options or
warrants for or securities convertible into shares of Common Stock or other
rights to subscribe for or to purchase shares of Common Stock, as the case may
be).

          3. LIQUIDATION RIGHTS. After payment or provision for payment of the
debts and other liabilities of this Corporation and after the holders of
Preferred Stock shall have been paid in full the amounts to which they shall be
entitled (if any) or a sum sufficient for such payment in full shall have been
set aside, upon any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of this Corporation, the holders of Common Stock then
outstanding shall be entitled to receive all of the assets and funds of this
Corporation remaining and available for distribution. Such assets and funds
shall be divided among and paid to the holders of Common Stock on a pro-rata
basis, according to the number of shares of Common Stock held by them.

     B. PROVISIONS RELATING TO THE PREFERRED STOCK.

          1. The Preferred Stock may be issued from time to time in one or more
classes or series, the shares of each class or series to have such designations
and powers, preferences and rights, and qualifications, limitations and
restrictions thereof as are stated and expressed herein and in the resolution or
resolutions providing for the issue of such class or series adopted by the Board
of Directors (the "Board") as hereinafter prescribed.

          2. Authority is hereby expressly granted to and vested in the Board to
authorize the issuance of the Preferred Stock from time to time in one or more
classes or series, to determine and take necessary proceedings fully to effect
the issuance and redemption of any such Preferred Stock, and, with respect to
each class or series of the Preferred Stock, to fix and state by the resolution
or resolutions from time to time adopted providing for the issuance thereof the
following:

               (a) whether or not the class or series is to have voting rights,
full or limited, or is to be without voting rights;

               (b) the number of shares to constitute the class or series and
the designations thereof;

               (c) the preferences and relative, participating, optional or
other special rights, if any, and the qualifications, limitations or
restrictions thereof, if any, with respect to any class or series;

               (d) whether or not the shares of any class or series shall be
redeemable and if redeemable the redemption price or prices, and the time or
times at which and the terms and conditions upon which such shares shall be
redeemable and the manner of redemption;

               (e) whether or not the shares of a class or series shall be
subject to the operation of retirement or sinking funds to be applied to the
purchase or redemption of such

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shares for retirement, and if such retirement or sinking fund or funds be
established, the annual amount thereof and the terms and provisions relative to
the operation thereof;

               (f) the dividend rate, whether dividends are payable in cash,
stock of the Corporation, or other property, the conditions upon which and the
times when such dividends are payable, the preference to or the relation to the
payment of the dividends payable on any other class or classes or series of
stock, whether or not such dividend shall be cumulative or noncumulative, and if
cumulative, the date or dates from which such dividends shall accumulate;

               (g) the preferences, if any, and the amounts thereof which the
holders of any class or series thereof shall be entitled to receive upon the
voluntary or involuntary dissolution of, or upon any distribution of the assets
of, the Corporation;

               (h) whether or not the shares of any class or series shall be
convertible into, or exchangeable for, the shares of any other class or classes
or of any other series of the same or any other class or classes of stock of the
Corporation and the conversion price or prices or ratio or ratios or the rate or
rates at which such conversion or exchange may be made, with such adjustments,
if any, as shall be stated or expressed or provided for in such resolution or
resolutions; and

               (i) such other special rights and protective provisions with
respect to any class or series as the Board may deem advisable.

     The shares of each class or series of the Preferred Stock may vary from the
shares of any other series thereof in any or all of the foregoing respects. The
Board may increase the number of shares of the Preferred Stock designated for
any existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for any
other class or series. The Board may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a resolution,
subtracting from such series unissued shares of the Preferred Stock designated
for such class or series, and the shares so subtracted shall become authorized,
unissued and undesignated shares of the Preferred Stock.

     C. GENERAL PROVISIONS.

          1. Except as may be provided by the resolutions of the Board
authorizing the issuance of any class or series of Preferred Stock, as
hereinabove provided, cumulative voting by any shareholder is hereby expressly
denied.

          2. No shareholder of the Corporation shall have, by reason of its
holding shares of any class or series of stock of the Corporation, any
preemptive or preferential rights to purchase or subscribe for any other shares
of any class or series of the Corporation now or hereafter to be authorized, and
any other equity securities, or any notes, debentures, warrants, bonds, or other
securities convertible into or carrying options or warrants to purchase shares
of any class, now or hereafter to be authorized, whether or not the issuance of
any such shares, or such notes, debentures, bonds or other securities, would
adversely affect the dividend, voting or other rights of such shareholder.


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                                       IV

     The Corporation shall exist perpetually unless sooner dissolved according
to law.

                                       V

     A. NUMBER AND TERM OF DIRECTORS. The Corporation's Board shall consist of
not less than one or more than seven members, with the exact number to be fixed
from time to time by resolution of the Board. No decrease in the number of
directors shall have the effect of shortening the term of any incumbent
director. Each director shall be elected at the annual meeting for a term of one
year and shall serve until his or her successor is duly elected and qualified or
until his or her earlier resignation, death or removal from office.

     B. DIRECTOR VACANCIES; REMOVAL. Whenever any vacancy on the Board shall
occur due to death, resignation, retirement, disqualification, removal, increase
in the number of directors, or otherwise, only a majority of directors in
office, although less than a quorum of the entire Board, may fill the vacancy or
vacancies for the balance of the unexpired term or terms, at which time a
successor or successors shall be duly elected by the shareholders and qualified.
Shareholders shall not, and shall have no power to, fill any vacancy on the
Board. Shareholders may remove a director from office prior to the expiration of
his or her term only for "cause" by an affirmative vote of a majority of all
votes entitled to be cast for the election of directors.

     C. SHAREHOLDER NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are
nominated in accordance with the following procedures shall be eligible for
election as directors of the Corporation. Nominations of persons for election to
the Board at an annual or special meeting of shareholders may be made by or at
the direction of the Board by any nominating committee or person appointed by
the Board or by any shareholder of the Corporation entitled to vote for the
election of directors at the meeting who complies with the procedures set forth
in this paragraph C; provided, however, that nominations of persons for election
to the Board at a special meeting may be made only if the election of directors
is one of the purposes described in the special meeting notice required by
Section 607.0705 of the Florida Business Corporation Act. Nominations of persons
for election at annual meetings, other than nominations made by or at the
direction of the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a shareholder's notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than One Hundred Twenty (120) days nor more than One
Hundred Eighty (180) days prior to the first anniversary of the date of the
Company's notice of annual meeting provided with respect to the previous year's
annual meeting; provided, however, that if no annual meeting was held in the
previous year or the date of the annual meeting has been changed to be more than
30 calendar days earlier than the date contemplated by the previous year's proxy
statement, such notice by the shareholder to be timely must be so received not
later than the close of business on the tenth (10th) day following the date on
which notice of the date of the annual meeting is given to shareholders or made
public, whichever first occurs. Such shareholder's notice to the Secretary shall
set forth (a) as to each person whom the shareholder proposes to nominate for
election or re-election as a director at the annual meeting, (i) the name, age,
business address and residence address of the proposed nominee, (ii) the
principal occupation or employment of the proposed nominee, (iii) the class and
number of shares of capital stock of the Corporation which are beneficially
owned by

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the proposed nominee, and (iv) any other information relating to the proposed
nominee that is required to be disclosed in solicitations for proxies for
election of directors pursuant to Rule 14a under the Securities Exchange Act of
1934, as amended; and (b) as to the shareholder giving the notice of nominees
for election at the annual meeting, (i) the name and record address of the
shareholder, and (ii) the class and number of shares of capital stock of the
Corporation which are beneficially owned by the shareholder. The Corporation may
require any proposed nominee for election at an annual or special meeting of
shareholders to furnish such other information as may reasonably be required by
the Corporation to determine the eligibility of such proposed nominee to serve
as a director of the Corporation. No person shall be eligible for election as a
director of the Corporation unless nominated in accordance with the procedures
set forth herein. The Chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that a nomination was not made in
accordance with the requirements of this paragraph C, and if he should so
determine, he shall so declare to the meeting and the defective nomination shall
be disregarded.

     D. AMENDMENTS. Notwithstanding anything contained in these Restated
Articles of Incorporation to the contrary, this Article V shall not be altered,
amended or repealed except by an affirmative vote of at least two-thirds of the
outstanding shares of all capital stock entitled to vote for the election of
directors.

                                       VI

     The Corporation shall indemnify and may advance expenses to its officers
and directors to the fullest extent permitted by law in existence either now or
hereafter.

                                      VII

     The street address of the Corporation's registered office in the State of
Florida is 1200 South Pine Island Street, Plantation, Florida 33324, and the
name of its registered agent at such office is CT Corporation System.

                                      VIII

     A. ACTION BY SHAREHOLDERS WITHOUT MEETING. Any action required or permitted
to be taken by the shareholders of the Corporation must be effected at a duly
called annual or special meeting of shareholders of the Corporation and may not
be effected by any consent in writing by such shareholders.

     B. CALL OF SPECIAL SHAREHOLDERS MEETING. Except as otherwise required by
law, the Corporation shall not be required to hold a special meeting of
shareholders of the Corporation unless (in addition to any other requirements of
law) (i) the holders of not less than fifty (50) percent of all the votes
entitled to be cast on any issue proposed to be considered at the proposed
special meeting sign, date and deliver to the Corporation's secretary one or
more written demands for the meeting describing the purpose or purposes for
which it is to be held; or (ii) the meeting is called by the Board pursuant to a
resolution approved by a majority of the entire Board; or (iii) the meeting is
called by the Chairman of the Board of Directors. Only business within the
purpose or purposes described in the special meeting notice required by


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Section 607.0705 of the Florida Business Corporation Act may be conducted at a
special shareholders' meeting.

     C. ADVANCE NOTICE OF SHAREHOLDER-PROPOSED BUSINESS FOR ANNUAL MEETING. At
an annual meeting of the shareholders, only such business shall be conducted as
shall have been properly brought before the meeting. To be properly brought
before an annual meeting, business must be either (a) specified in the notice of
meeting (or any supplement thereto) given by or at the direction of the Board,
(b) otherwise properly brought before the meeting by or at the direction of the
Board, or (c) otherwise properly brought before the meeting by a shareholder. In
addition to any other applicable requirements, for business to be properly
brought before an annual meeting by a shareholder, the shareholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a shareholder's notice must be delivered to or mailed and received at
the principal executive offices of the Corporation, not less than Sixty (60)
days nor more than Ninety (90) days prior to the meeting, provided, however,
that in the event that less than Eighty (80) days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder, to be timely, must be received no later than the close of
business on the tenth (10th) day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made, whichever
first. Such shareholder's notice to the Secretary shall set forth as to each
matter the shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of the shareholder proposing such business, (iii) the class
and number of shares of capital stock of the Corporation which are beneficially
owned by the shareholder, and (iv) any material interest of the shareholder in
such business. The Chairman of an annual meeting shall, if the facts warrant,
determine and declare to the meeting that business was not properly brought
before the meeting in accordance with the requirements of this paragraph B, and
if he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.

     D. AMENDMENTS. Notwithstanding anything contained in these Restated
Articles of Incorporation to the contrary, this Article VIII shall not be
altered, amended or repealed except by an affirmative vote of at least
two-thirds of the outstanding shares of all capital stock entitled to vote for
the election of directors.

     IN WITNESS WHEREOF, the undersigned has executed these Restated Articles of
Incorporation this 17th day of September, 2003.

                                    STREICHER MOBILE FUELING, INC.



                                    By:/S/RICHARD E. GATHRIGHT
                                       ---------------------------------------
                                          Richard E. Gathright, President