<PAGE>   1

                                                                     EXHIBIT 3.1

                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                       OF
                               LAFARGE CORPORATION

               Lafarge Corporation, a Maryland corporation (the "Corporation"),
hereby certifies to the State Department of Assessments and Taxation of Maryland
that:

        1. The Corporation desires to amend and restate, and hereby amends and
    restates, its charter as set forth below. The provisions set forth in these
    Articles of Amendment and Restatement are all the provisions of the charter
    as currently in effect.

        2. Pursuant to Sections 2-607, 2-608 and 2-609 of the Maryland General
    Corporation Law, the Board of Directors of the Corporation, at a meeting
    duly called and held on February 11, 1992, approved and recommended for
    shareholder approval these Articles of Amendment and Restatement, and the
    shareholders of the Corporation, at a meeting duly called and held on May 5,
    1992, approved these Articles of Amendment and Restatement by a vote of more
    than two-thirds of all outstanding shares entitled to vote.

        3. Information regarding (i) the current address of the principal office
    of the Corporation, (ii) the name and address of the Corporation's current
    resident agent and (iii) the number and names of the directors of the
    Corporation, contained in the charter reflect current information with
    respect thereto in accordance with Section 2-608(d) of the Maryland General
    Corporation Law.

        4. In connection with the deletion of the provisions regarding the First
     Preferred Stock, the Second Preferred Stock and the Third Preferred Stock
     from Article Fourth, certain provisions have been renumbered or relettered
     in the charter as restated.

        5. The following is the charter of the Corporation as amended and
    restated by these articles of Amendment and Restatement:

           FIRST:  The name of the Corporation is
                               LAFARGE CORPORATION

           SECOND:    The Corporation shall have the following purposes and
                      powers:

               (1)  To engage in the production, distribution, marketing and
                    sale of cement.

               (2) To import, export, manufacture, produce, buy, sell and
           otherwise deal in and with goods, commodities, wares and merchandise
           of every class and description.

               (3) To engage in and carry on any other business which may
           conveniently be conducted in conjunction with any of the business of
           the Corporation.

               (4) To be a promoter, partner, member, associate, stockholder,
           manager, joint venturer or other participant of or in any person,
           corporation, partnership, joint venture, organization or other entity
           whether or not engaged in activities which the Corporation is
           authorized to carry on.

               (5) Anywhere in the world to apply for, purchase or in any manner
           to acquire; to hold, own, work, develop, use and operate; to sell or
           in any manner dispose of; to grant or license other rights in respect
           of; and in any manner deal with any and all patents, copyrights,
           licenses, trade-marks, trade names, rights, processes, inventions,
           know-how, trade secrets, formulas and the like.

               (6) To acquire in any manner all or any part of the good will,
           rights, property, business and other

                                       1
<PAGE>   2

           assets of any person, corporation, partnership, joint venture,
           organization or other entity, to assume or undertake in connection
           therewith all or any part of the liabilities or obligations thereof,
           and to hold, utilize, enjoy and in any manner dispose of the whole or
           any part of the rights, property, business and other assets so
           acquired.

               (7) To acquire by purchase, subscription or in any other manner,
           take, receive, hold, own, guarantee, use, employ, sell, assign,
           transfer, exchange, pledge, mortgage, lease, dispose of and otherwise
           deal in and with, any and all shares, warrants, options, bonds,
           debentures, notes, mortgages, evidences of indebtedness or any other
           interests or instruments commonly known as securities, issued or
           created by any person, corporation, partnership, joint venture,
           organization or other entity, public or private, wherever in the
           world or however formed or resident, and as owner thereof to possess
           and exercise all the rights, powers and privileges of ownership,
           including the right to execute consents and vote thereon, and to do
           any and all acts and things necessary or advisable for the
           preservation, protection, improvement and enhancement in value
           thereof.

               (8) To aid in any manner any person, corporation, partnership,
           joint venture, organization or other entity of which any shares,
           warrants, options, bonds, debentures, notes, mortgages or other
           securities or obligations are held directly or indirectly by or for
           the Corporation, in which the Corporation is a partner, joint
           venturer, promoter, member, associate or other participant or in
           which or in the welfare of which the Corporation shall have any
           interest, and to do any and all other acts or things designed to
           protect, preserve, improve and enhance the value of any such property
           or interest, or any other property of the Corporation.

               (9) To guarantee the payment of dividends or other distributions
           upon any shares of stock or shares in, or the performance of any
           contract by, any shareholder of the Corporation or any other person,
           corporation, partnership, joint venture, organization or other entity
           in which or in the welfare of which the Corporation has an interest,
           or in return for benefits to or for assets given to the Corporation,
           and to endorse or otherwise guarantee the payment of the principal of
           and the prepayment charge, if any, and interest on any bonds,
           debentures, notes or other evidences of indebtedness created or
           issued by any such shareholder or other person, corporation,
           partnership, joint venture, organization or other entity.

               (10) To engage in any commercial, financial, mercantile,
           industrial, manufacturing, marine, exploration, mining, agricultural,
           research, licensing, servicing, or agency business not prohibited by
           law, and any, some or all of the foregoing.

               (11) To cause to be organized under the laws of the United States
           of America or of any state, commonwealth, territory, dependency or
           possession thereof, or of any foreign country or of any political
           subdivision, territory, dependency, possession or municipality
           thereof, one or more persons, corporations, partnerships, joint
           venturers, organizations, or other entities and to cause the same to
           be dissolved, wound up, liquidated, merged or consolidated, and to
           create, purchase or otherwise acquire (in whole or in part), own, and
           in any manner sell, transfer or otherwise dispose of businesses,
           corporations, enterprises and other entities, and to act as a parent
           company or holding company in relation to such entities.

               (12) To carry out all or any part of the foregoing purposes and
           to do all and everything necessary, suitable or proper for the
           accomplishment of any of the purposes, the attainment of any of the
           objects or the furtherance of any of the powers hereinabove set forth
           as principal, partner, joint venturer, factor, agent, contractor or
           otherwise, either alone or through or in conjunction with any person,
           corporation, partnership, joint venture, organization or other
           entity, whether as principal, partner, joint venturer, factor, agent,
           contractor or otherwise, and, in carrying on its business and for the
           purpose of attaining or furthering any of its objects and purposes,
           to make and perform any contracts and to do any and all acts and
           things, and to exercise any powers suitable, convenient or proper for
           the accomplishment of any of the objects and purposes herein
           enumerated or incidental to the powers herein specified, or which at
           any

                                       2
<PAGE>   3

           time may appear conducive to or expedient for the accomplishment of
           any of such objects and purposes.

               (13) To carry out all or any part of the foregoing purposes
           anywhere in the world, and to maintain offices, branches and agencies
           anywhere in the world.

           The purposes and powers specified in the foregoing paragraphs shall,
        except where otherwise expressed, be in no ways limited or restricted by
        reference to, or inference from, the terms of any other paragraph of
        this or any other Article of these Articles of Incorporation, but the
        purposes and powers specified in each of the foregoing paragraphs of
        this Article shall be regarded as independent, and construed as powers
        as well as objects and purposes.

           The Corporation shall be authorized to exercise and enjoy all of the
        powers, rights and privileges granted to, or conferred upon,
        corporations of a similar character by the General Laws of the State of
        Maryland now or hereafter in force, and the enumeration herein of any
        specific purposes or powers shall not be held to limit or restrict in
        any manner the exercise by the Corporation of any powers, rights or
        privileges so granted or conferred and shall be in addition to the
        general powers of corporations under the General Laws of the State of
        Maryland.

           THIRD: The post office address of the principal office of the
        Corporation in this State is c/o The Corporation Trust Incorporated, 32
        South Street, Baltimore, Maryland 21202. The name of the resident agent
        of the Corporation in this State is The Corporation Trust Incorporated,
        a corporation of this State, and the post office address of the resident
        agent is 32 South Street, Baltimore, Maryland 21202.

           FOURTH: The total number of shares of all classes of stock which the
        Corporation shall have the authority to issue is 180,000,000, of which,
        subject to the power of the Board of Directors to classify and
        reclassify unissued shares of Common Stock as provided in the next
        paragraph, (i) 30,000,000 shares of the par value of $0.0001 each are to
        be of the class designated "Voting Stock", and (ii) 150,000,000 shares
        of the par value of $1.00 each are to be of the class designated "Common
        Stock". The aggregate par value of all shares of all classes is to be
        $150,003,000.

           The Board of Directors may classify or reclassify any unissued shares
        of Common Stock from time to time by setting or changing the
        preferences, conversion or other rights, voting powers, restrictions,
        limitations as to dividends, qualifications, or terms or conditions of
        redemption of such shares of stock. Subject to the foregoing, the
        preferences, conversion and other rights, voting powers, restrictions,
        limitations as to dividends, qualifications, and terms and conditions or
        redemption of the classes of stock of the Corporation are as follows:

               (1) The holders of Voting Stock shall not be entitled to any
           dividends whatsoever, whether payable in cash, property or stock;
           provided, however, that the holders of Voting Stock shall be
           entitled, to the exclusion of the holders of any other class or
           series of capital stock of the Corporation (including, without
           limitation, Common Stock), to such stock dividends, payable solely in
           shares of Voting Stock, as from time to time may be declared by the
           Board of Directors, acting in its sole discretion.

               (2) Subject to the rights of the holders of any class or series
           of capital stock having a preference over the Common Stock as to
           dividends, the holders of Common Stock shall be entitled, to the
           exclusion of the holders of any other class or series of capital
           stock of the Corporation, to receive such dividends as from time to
           time may be declared by the Board of Directors.

               (3) The Corporation may, at its election expressed by resolution
           of the Board of Directors, at any time redeem all, or from time to
           time any part, of the Voting Stock, upon not less than five business
           days' prior notice to the holders of record of Voting Stock to be
           redeemed, given in such manner as may be prescribed by resolution or
           resolutions of the Board of Directors, at a redemption price equal to
           $0.0001,

                                       3
<PAGE>   4

           for every share redeemed; provided, however, that any fraction of a
           cent payable to any holder of Voting Stock on account of any
           redemption of such shares shall be rounded upward to the nearest
           whole cent. If fewer than all the outstanding shares of Voting Stock
           are to be redeemed, the redemption may be made in such manner as may
           be prescribed by resolution of the Board of Directors. On and after
           the date fixed in any such notice of redemption as the date of
           redemption (unless default shall be made by the Corporation in
           providing moneys for the payment of the redemption price pursuant to
           such notice) all rights of the holders of the Voting Stock to be
           redeemed as stockholders of the Corporation, except the right to
           receive the redemption price as hereinafter provided, shall cease and
           terminate. At any time on or after the date fixed as aforesaid for
           such redemption, the respective holders of record of the Voting Stock
           to be redeemed shall be entitled to receive the redemption price upon
           actual delivery to the Corporation of certificates for the shares to
           be redeemed, such certificates, if required, to be properly stamped
           for transfer and duly indorsed in blank or accompanied by proper
           instruments of assignment and transfer thereof duly executed in
           blank. Voting Stock redeemed pursuant to the provisions of this
           paragraph shall, upon such redemption, be retired automatically
           without further act or deed of the Corporation, and such shares shall
           not be reissued by the Corporation.

               (4) In the event of any liquidation, dissolution or winding up of
           the Corporation, whether voluntary or involuntary:

                      (a) The holders of shares of Voting Stock then outstanding
               shall be entitled to be paid out of the assets of the Corporation
               available for distribution to its stockholders, whether from
               capital, surplus or earnings, before any payment shall be made to
               the holders of any other class or series of capital stock of the
               Corporation (including, without limitation, Common Stock), an
               amount equal to $0.0001 for every share of their holdings of
               Voting Stock; provided, however that any fraction of a cent
               payable to any holder of Voting Stock on account of any such
               liquidation, dissolution or winding up shall be rounded upward to
               the nearest whole cent. If, upon any liquidation, dissolution or
               winding up of the Corporation the assets of the Corporation
               available for distribution to its stockholders shall be
               insufficient to pay the holders of shares of Voting Stock the
               full amounts to which they respectively shall be entitled, the
               holders of shares of Voting Stock shall share ratably in any
               distribution of assets according to the respective amounts which
               would be payable in respect of the shares of Voting Stock held by
               them upon such distribution if all amounts payable on or with
               respect to Voting Stock were paid in full.

                      (b) After payment shall have been made to all of the
               holders of all other classes or series of the Corporation's
               capital stock (including, without limitation, Voting Stock) of
               the full amount to which they respectively shall be entitled
               pursuant to the Corporation's charter, the holders of shares of
               Common Stock then outstanding shall be entitled, to the exclusion
               of the holders of all other classes or series of the
               Corporation's capital stock (including without limitation, Voting
               Stock), to share, ratably according to the number of shares of
               Common Stock held by each such holder, in all remaining assets of
               the Corporation available for distribution to its stockholders.


           Provided, however, that neither the merger or consolidation of the
           Corporation into or with another corporation nor the merger or
           consolidation of any other corporation into or with the Corporation,
           nor the sale, transfer or lease of all or substantially all of the
           assets of the Corporation, shall be deemed to be a liquidation,
           dissolution or winding up of the Corporation.

               (5) No holder of shares of stock of any class or any other
           securities, whether now or hereafter authorized, shall be entitled as
           a matter of right to subscribe for or purchase or receive any stock
           of any class or any securities convertible into shares of stock of
           any class, or to any right of subscription to, or to any warrant or
           option for the purchase of, any thereof other than such (if any) as
           the Board of Directors, in its discretion, may determine from time to
           time; and any stock or other securities which the Board of




                                       4
<PAGE>   5
           Directors may determine to offer for subscription may, as the Board
           of Directors in its sole discretion shall determine, be offered to
           the holders of any class, series or type of stock or other
           securities at the time outstanding to the exclusion of the holders
           of any or all other classes, series or types of stock or other
           securities at the time outstanding.

               (6) Subject to the provisions of the Corporation's charter and
           except as otherwise provided by law, the shares of stock of the
           Corporation, regardless of class, may be issued for such
           consideration and for such corporate purposes as the Board of
           Directors may from time to time determine.

               (7) Subject to the provisions of any applicable law and the
           Corporation's charter, or of the By-Laws of the Corporation as from
           time to time amended, with respect to the closing of the transfer
           books or the fixing of a record date for the determination of
           stockholders entitled to vote, and except as otherwise provided by
           law or by the Corporation's charter, the holder of the outstanding
           shares of Voting Stock, Common Stock and any other class or series of
           capital stock of the Corporation having general voting rights shall
           vote as one class for the election of directors and for all other
           purposes, each holder of record of such shares being entitled to one
           vote for each such share of capital stock standing in his name on the
           books of the Corporation

           FIFTH: The Board of Directors is hereby empowered to authorize the
        issuance from time to time of shares of the Corporation's stock of any
        class, whether now or hereafter authorized, and securities convertible
        into shares of its stock of any class or classes, whether now or
        hereafter authorized, and securities convertible into shares of its
        stock of any class or classes, whether now or hereafter authorized, for
        such considerations as the Board of Directors may deem advisable and
        without any action by the stockholders.

           SIXTH: The number of directors of the Corporation shall be sixteen,
        which number may be increased or decreased pursuant to the By-Laws of
        the Corporation but shall never be less than three. The names of the
        directors who shall act until the next annual meeting or until their
        successors are duly chosen and qualify are:

        James G. Affleck            Alonzo L. McDonald      Joe M. Rodgers
        Bertrand P. Collomb         David E. Mitchell       Michel Rose
        Marshall A. Cohen           Robert W. Murdoch       Ronald D. Southern
        Bernard L. Kasriel          Bertin F. Nadeau        Edward H. Tuck
        Jacques Lefevre             John D. Redfern         H. Richard Whittall

           SEVENTH: The By-Laws of the Corporation may be made, altered, amended
        or repealed by the Board of Directors. The books of the Corporation
        (subject to the provisions of the laws of the State of Maryland) may be
        kept outside of the State of Maryland at such places as from time to
        time may be designated by the Board of Directors.

           EIGHTH: The Corporation shall indemnify its directors and officers to
        the full extent permitted by the General Laws of the State of Maryland
        now or hereafter in force, including the advance of related expenses,
        upon a determination by the Board of Directors or independent legal
        counsel (who may be regular counsel for the Corporation) made in
        accordance with applicable statutory standards; and, upon authorization
        by the Board of Directors, may indemnify other employees or agents to
        the same extent.

           To the fullest extent permitted by Maryland statutory or decisional
        law, as amended or interpreted, no director or officer of this
        Corporation shall be personally liable to the Corporation or its
        stockholders for money damages. No amendment of the charter of the
        Corporation or repeal of any of its provisions shall limit or eliminate
        the benefits provided to directors and officers under this provision
        with respect to any act or omission which occurred prior to such
        amendment or repeal.

           NINTH: Notwithstanding any provision of law requiring any action to
        be taken or authorized by the

                                       5
<PAGE>   6

        affirmative vote of the holders of a majority or other greater
        designated proportion of the shares or of the shares of each class
        entitled to vote thereon, such action shall be effective and valid if
        taken or authorized by the affirmative vote of the holders of a majority
        of the total number of shares outstanding and entitled to vote thereon,
        except as otherwise provided in these Articles of Incorporation.

           TENTH: The Corporation reserves the right from time to time to amend,
        alter, change or repeal any provision contained in the Corporation's
        charter, including any provision setting forth the terms or rights of
        any of its capital stock, in the manner now or hereafter authorized by
        statute, and all rights conferred upon stockholders herein are granted
        subject to this reservation.

           ELEVENTH: The duration of the Corporation shall be perpetual.

                                       6