EXHIBIT 3.1


                            ARTICLES OF INCORPORATION
                          (As Amended on March 6, 2001)

                                       OF

                         STREICHER MOBILE FUELING, INC.


                                       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 2750 Northwest 55th Court, Ft.
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 21,000,000 shares consisting
of (i) 20,000,000 shares of Common Stock, $.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
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
<PAGE>

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 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;

                                       2
<PAGE>

                           (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 and 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.

                                       IV.

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

                                       3
<PAGE>

                                       V.

         A. Number and Term of Directors. The Corporation's Board shall consist
of not less than one nor 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 of 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 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

                                       4
<PAGE>

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 Amended and
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 2720 Northwest 55th Court, City of Ft. Lauderdale, County of Dade,
33309, and the name of its registered agent at such office is Stanley H.
Streicher.

                                      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 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

                                       5
<PAGE>

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) day's 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 Amended and
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.


                                       6