Exhibit 3(a)


                  RESTATED ARTICLES OF INCORPORATION
                                 OF
                          ARCTIC CAT INC.


     Pursuant to the provisions of Chapter 302A of the Minnesota Statutes, 
known as the Minnesota Business Corporation Act, and laws amendatory thereof 
and supplementary thereto, the following Restated Articles of Incorporation are
adopted and shall supersede and take the place of the existing Restated 
Articles of Incorporation and any amendments thereto.

                            ARTICLE I.  

     The name of this Corporation shall be Arctic Cat Inc.

                           ARTICLE II.  

     The address of the registered office of the Corporation shall be 600 
Brooks Avenue South, P.O. Box 810, Thief River Falls, Minnesota, 56701.

                           ARTICLE III. 

     SECTION 1.     The authorized capital stock of this Corporation shall 
consist of 47,500,000 shares which shall be 45,000,000 shares of common stock 
of the par value of one cent ($.01) per share (the "Common Stock") and 
2,500,000 shares of preferred stock of the par value of One Dollar ($1.00) per 
share (the "Preferred Stock").  The designations and the powers, preferences 
and rights, and the qualifications, limitations or restrictions of the shares 
of each class of stock shall be as follows:

     SECTION 2.     Preferred Stock.  The Preferred Stock may be issued from 
     time to time by the Board of Directors as shares of one or more series.  
     Subject to the provisions hereof and the limitations prescribed by law, 
     the Board of Directors is expressly authorized by adopting resolutions 
     providing for the issuance of shares of any particular series and, if and 
     to the extent from time to time required by law, by filing with the 
     Minnesota Secretary of State a statement with respect to the adoption of 
     the resolutions pursuant to the Minnesota Business Corporation Act (or 
     other law hereafter in effect relating to the same or substantially 
     similar subject matter), to establish the number of shares to be included 
     in each such series and to fix the designation and relative powers, 
     preferences and rights and the qualifications, limitations or restrictions
     thereof relating to the shares of each such series.  The authority of the 
     Board of Directors with respect to each series shall include, but not be 
     limited to, determination of the following:

          (a)  the distinctive serial designation of such series and the number
     of shares constituting such series, provided that the aggregate number of 
     shares constituting all series of Preferred Stock shall not exceed 
     2,500,000; 
     
          (b)  the annual dividend rate on shares of such series, if any, 
     whether dividends shall be cumulative and, if so, from which date or 
     dates;

          (c)  whether the shares of such series shall be redeemable and, if so
     , the terms and conditions of such redemption, including the date or dates
     upon and after which such shares shall be redeemable, and the amount per 
     share payable in case of redemption, which amount may vary under different
     conditions and at different redemption dates;

          (d)  the obligation, if any, of the Corporation to retire shares of 
     such series pursuant to a sinking fund;

          (e)  whether shares of such series shall be convertible into, or 
     exchangeable for, shares of stock of any other class or classes and, if so
     , the terms and conditions of such conversion or exchange, including the 
     price or prices or the rate or rates of conversion or exchange and the 
     terms of adjustment, if any;

          (f)  whether the shares of such series shall have voting rights, in 
     addition to any voting rights provided by law, and, if so, the terms of 
     such voting rights;

          (g)  the rights of the shares of such series in the event of 
     voluntary or involuntary liquidation, dissolution or winding up of the 
     Corporation; and 
     
          (h)  any other relative rights, powers, preferences, qualifications, 
     limitations or restrictions thereof relating to such series.

The shares of Preferred Stock of any one series shall be identical with each 
other in all respects except as to the dates from and after which dividends 
thereon shall cumulate, if cumulative.

     SECTION 4.     Common Stock.  Subject to all of the rights of the 
Preferred Stock, and except as may be expressly provided with respect to the 
Preferred Stock herein, by law or by the Board of Directors pursuant to this 
Article III:

          (a)  dividends may be declared and paid or set apart for payment upon
     the Common Stock out of any assets or funds of the Corporation legally 
     available for the payment of dividends;

          (b)  the holders of Common Stock shall have the right to vote for the 
     election of directors and on all other matters requiring stockholder 
     action , each share being entitled to one vote;

          (c)  upon the voluntary or involuntary liquidation, dissolution or 
     winding up of the Corporation, the net assets of the Corporation shall be 
     distributed pro rata to the holders of the Common Stock in accordance with
     their respective share ownership; and

          (d)  the Board of Directors may, from time to time, establish by 
     resolution different classes or series of shares and may fix the rights 
     and preferences of said shares in any class or series; and the Board of 
     Directors shall have the authority to issue shares of a class or series to
     holders of shares of another class or series to effectuate share dividends
     , splits, or conversion of its outstanding shares.

                           ARTICLE IV.  

     Any action required or permitted to be taken at a Board of Directors' 
meeting may be taken by written action signed by the number of directors that 
would be required to take the same action at a meeting of the Board of 
Directors at which all directors were present.  The written action is effective
when signed by the required number of directors unless a different effective
time is provided in the written action.

                            ARTICLE V.  

     SECTION 1.     Number and Tenure.  The business and affairs of this 
Corporation shall be managed by or under the direction of a Board of Directors 
consisting of not less than three (3) or more than nine (9) directors.  The 
directors shall be divided into three (3) classes, as nearly equal in number 
as the then total number of directors constituting the whole Board permits, 
with the term of office of one class expiring each year.  Except as otherwise 
provided in this Article V, each director shall be elected by the shareholders 
to hold office for a term expiring at the third succeeding regular meeting of 
shareholders following the regular meeting at which such director was elected. 
Each director shall serve until his or her successor has been duly elected and
qualified, unless he or she shall retire, resign, die or be removed.

     SECTION 2.     Vacancies.  Any vacancies occurring in the Board of 
Directors for any reason, and any newly created directorships resulting from an
increase in the number of directors, may be filled by a majority of the 
directors in office.  Any directors so chosen shall hold office until the next 
election of the class for which such directors shall have been chosen and until
their successors shall be elected and qualified, subject, however, to prior 
retirement, resignation, death or removal from office.  Any newly created 
directorships resulting from an increase in the authorized number of directors 
shall be apportioned by the Board of Directors among the three classes of 
directors so as to maintain such classes as nearly equal in number as possible.


     SECTION 3.     Quorum.  A majority of the members of the Board of 
Directors shall constitute a quorum for the transaction of business at any 
meeting of the Board of Directors, but if less than such a majority is present 
at a meeting, a majority of the directors present may adjourn the meeting from 
time to time without further notice.  The directors present at a duly organized
meeting may continue to transact business until adjournment notwithstanding the
withdrawal of enough directors to leave less than a quorum.

     SECTION 4.     Removal.  Any director may be removed from office, with or 
without cause, only by the affirmative vote of the holders of at least seventy 
percent (70%) of the voting power of the then outstanding shares of Capital 
Stock entitled to vote generally in the election of directors.

     SECTION 5.     Election.  Notwithstanding any other provision of this 
Article V, and except as otherwise provided by law, whenever the holders of 
any one or more class or series of Common Stock or Preferred Stock shall have 
the right, voting separately as a class or series, to elect one or more 
directors of this Corporation, the term of office, the filling of vacancies and
other features of such directorships shall be governed by the terms of these 
Restated Articles of Incorporation applicable thereto, and such directors so 
elected shall not be classified pursuant to this Article V unless expressly 
provided by such terms.

     SECTION 6.     Nomination.  Advance notice of nominations for the election
of directors, other than by the Board of Directors or a committee thereof, 
shall be given within the time and in the manner provided in the Bylaws.

                           ARTICLE VI.  

     In addition to any affirmative vote of the directors or shareholders of 
the Corporation required by law or by or pursuant to any other Article of the 
Restated Articles of Incorporation, any Business Transaction with an Interested
Shareholder, which Business Transaction has not been approved by the 
affirmative vote of a majority of the Continuing Directors, shall require the 
affirmative vote of the holders of at least 70% of the outstanding shares of 
Common Stock not held by such Interested Shareholder.  Such affirmative vote 
shall be required notwithstanding the fact that no vote may be required, or 
that a lesser percentage may be specified, by law or any agreement with any 
national securities exchange, or otherwise.  The provisions of this Article 
shall not be applicable to any Stock Repurchase by the Corporation of shares 
of Common Stock from an Interested Shareholder.

                           ARTICLE VII. 

     A majority of the Continuing Directors of the Corporation (and only such 
majority) shall have the power to determine the application of or compliance 
with Articles VI, VII, VIII and IX of these Restated Articles of Incorporation,
including, without limitation (a) whether a person is an Interested Shareholder
or an affiliate or association of another; (b) whether Article VI is or has
become applicable with respect to a proposed transaction; and (c) whether a 
person has become a beneficial owner of any shares of Common Stock.  Any 
determination or construction by the Continuing Directors with respect to 
Articles VI, VII, VIII and IX shall be within their absolute discretion and 
shall be conclusive and binding except in circumstances involving bad faith.

                          ARTICLE VIII. 

     For the purposes of Articles VI, VII, VIII and IX:

     SECTION 1.     Business Transaction.  The term "Business Transaction" 
shall mean:  (a) any merger or consolidation of the Corporation or a 
Subsidiary with (i) an Interested Shareholder or (ii) any other Corporation 
(whether or not itself in Interested Shareholder) which is or after such merger
or consolidation would be an affiliate or associate of an Interested 
Shareholder ; (b) any sale, lease, exchange, mortgage, pledge, transfer or 
other disposition (in one transaction or a series of transactions) with any 
Interested Shareholder or any affiliate or associate of any Interested 
Shareholder involving any Substantial Portion of assets or securities of the 
Corporation, any Subsidiary or any Interested Shareholder or any affiliate or 
associate of any Interested Shareholder; (c) the issuance of any securities of 
an Interested Shareholder or any affiliate or associate of any Interested 
Shareholder in exchange for stock of the Corporation or any Subsidiary; (d) any
recapitalization of the Corporation that would have the effect, directly or 
indirectly, of increasing the voting power of an Interested Shareholder or any 
affiliate or associate of any Interested Shareholder, (e) any plan or proposal 
for the liquidation or dissolution of the Corporation proposed by or on behalf 
of an Interested Shareholder or any affiliate or associate of any Interested 
Shareholder; and (f) any agreement, contract or other arrangement providing 
for any one or more of the actions specified in the foregoing clauses (a) 
through (e).

     SECTION 2.     Continuing Director.  The term "Continuing Director" shall 
mean a director who was a member of the Board of Directors of the Corporation 
on July 7, 1986, and those members of the Board of Directors prior to the time 
the Interested Shareholder in question became an Interested Shareholder and who 
was not proposed for election as a director by or on behalf of such Interested 
Shareholder, and any successor of a Continuing Director who is not an affiliate 
or associate or representative of such Interested Shareholder and is 
recommended to succeed a Continuing Director by a majority of the Continuing 
Directors then on the Board of Directors of the Corporation.

     SECTION 3.     Fair Market Value.  The term "Fair Market Value" shall mean
, with respect to the Common Stock, the Fair Market Value, on the date in 
question of a share of such stock as determined in good faith by a majority of 
the Continuing Directors, and shall mean, with respect to property other than 
Common Stock, the Fair Market Value of such property on the date in question as
determined in good faith by a majority of the Continuing Directors.

     SECTION 4.     Interested Shareholder.  The term "Interested Shareholder" 
shall mean and include an individual, Corporation, partnership, or other person
or entity (other than this Corporation or any Subsidiary or any employee 
benefit plan of either this Corporation or any Subsidiary or any trustee or 
fiduciary with respect to any such plan when acting in such capacity) which, 
together with its "affiliates" and "associates" (as defined pursuant to Rule 
12b-2 under the Securities Exchange Act of 1934), was the "beneficial owner" 
(as defined pursuant to Rule 13d-3 under such Act) of more than ten percent 
(10%) of the outstanding shares of Common Stock, and any affiliate or 
associate of any such individual, Corporation, partnership or other person or 
entity, or which was the beneficial owner at any time within the two-year 
period immediately preceding the time in question of more than ten percent 
(10%) of the outstanding Common Stock, and any affiliate or associate of any 
such individual , Corporation, partnership or other person or entity.

     SECTION 5.     Subsidiary.  The term "Subsidiary" shall mean a Corporation
with respect to which the Corporation is the beneficial owner of the majority 
of each class of voting securities.

     SECTION 6.     Stock Repurchase.  The term "Stock Repurchase" shall mean 
any repurchase, directly or indirectly by the Corporation or any Subsidiary of 
any shares of Common Stock at a price greater than the then Fair Market Value 
for such shares.

     SECTION 7.     Substantial Portion.  The term "Substantial Portion" shall 
mean assets having a Fair Market Value of fifty percent (50%) or more of the 
total assets of the Corporation or any Subsidiary or such Interested 
Shareholder as the case may be, as of the date of the most recent balance sheet
available on the record date of the stockholder meeting or consent (in the case
of an Interested Shareholder) relating to approval of a Business Transaction 
involving assets constituting a Substantial Portion.

                           ARTICLE IX.  

     SECTION 1.     Articles of Incorporation.  Notwithstanding any other 
provisions of these Restated Articles of Incorporation or the Bylaws of the 
Corporation (and notwithstanding the fact that a lesser percentage may be 
specified by law, these Restated Articles of Incorporation or the Bylaws of the
Corporation), the amendment or repeal of Articles V, VI, VII, VIII, or IX of 
these Restated Articles of Incorporation, or the adoption of any provisions 
inconsistent therewith, shall require the approval of the holders of shares 
representing at least 70% of the outstanding shares of Common Stock.

     SECTION 2.     Bylaws.  Except as otherwise provided in Section 3 of this 
Article IX, Bylaws may be adopted, altered, amended or repealed or new Bylaws 
enacted by the affirmative vote of a majority of the entire Board of Directors 
(if notice thereof is contained in the notice of the meeting at which such vote
is taken or if all directors are present) or at any regular meeting of the 
shareholders (or at any special meeting thereof duly called for that purpose) 
by the affirmative vote of a majority of the shares represented and entitled to
vote at such meeting (if notice thereof is contained in the notice of such 
meeting).

     SECTION 3.     Change of Bylaws.  Notwithstanding anything contained in 
Section 2 of this Article IX to the contrary, either (i) the affirmative vote 
of the holders of at least 70% of the votes entitled to be cast by the holders 
of all shares of the Corporation entitled to vote generally in the election of 
directors, voting together as a single class, or (ii) the affirmative vote of 
a majority of the entire Board of Directors with the concurring vote of a 
majority of the Continuing Directors, voting separately and as a subclass of 
directors, shall be required to alter, amend or repeal, or adopt any provision 
inconsistent with, Article II, Section 10, and Article III, Sections
2, 3, 4, 5, 6 and 7 of the Bylaws of the Corporation.

                            ARTICLE X.  

     No shareholder of this Corporation shall have any preemptive rights to 
subscribe for, purchase, or acquire any shares of the Corporation of any class,
whether unissued now or hereafter authorized, or any obligations or other 
securities convertible into or exchangeable for such shares.

                           ARTICLE XI.  

     No holder of any shares of the Corporation shall have the right to 
cumulative votes for the election of directors and there shall be no cumulative
voting for any purpose whatsoever.

                           ARTICLE XII. 

     No director of the Corporation shall be personally liable to the 
Corporation or its shareholders for monetary damages for breach of fiduciary 
duty as a director, except for liability (i) for any breach of the director's 
duty of loyalty to the Corporation or its shareholders; (ii) for acts or 
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law; (iii) under sections 302A.559 or 80A.23 of the Minnesota 
Statutes; (iv) for any transaction from which the director derived any improper
personal benefit; or (v) for any action or omission occurring prior to the date
when this provision becomes effective.

     The provisions of this Article XII shall not be deemed to limit or 
preclude indemnification of a director by the Corporation for any liability of 
a director which has not been eliminated by the provisions of this Article XII.

     If the Minnesota Statutes hereafter are amended to authorize the further 
eliminations or limitation of the liability of directors, then the liability of
a director of the Corporation shall be eliminated or limited to the fullest 
extent permitted by the Minnesota Statutes, as so amended.